XTO Indemnification Agreement 11/14/05


    EXHIBIT
      10.1

    FORM
      OF INDEMNIFICATION AGREEMENT

    


    


    INDEMNIFICATION
      AGREEMENT

     

    This
      Indemnification Agreement
      ("Agreement") is made as of ________ __, 2005, by and between XTO Energy Inc.,
      a
      Delaware corporation (the "Company"), and ______________
      ("Indemnitee").

    


    RECITALS

    


    WHEREAS,
      because of the increased exposure to litigation subjecting directors and
      officers to expensive litigation risks, talented and experienced persons are
      increasingly reluctant to serve or continue to serve as directors and officers
      of publicly-held corporations unless they are provided with adequate protection
      through insurance or adequate indemnification against inordinate risks of claims
      and actions against them arising out of their service to and activities on
      behalf of the corporation;

    


    WHEREAS,
      the Board of Directors of the Company (the "Board") has determined that, in
      order to attract and retain qualified individuals, the Company will attempt
      to
      maintain on an ongoing basis, at its sole expense, liability insurance to
      protect persons serving the Company and its subsidiaries from certain
      liabilities. Although the furnishing of such insurance has been a customary
      and
      widespread practice among United States-based corporations and other business
      enterprises, the Company believes that, given current market conditions and
      trends, such insurance may be available to it in the future only at higher
      premiums and with more exclusions. At the same time, directors, officers, and
      other persons in service to corporations or business enterprises are being
      increasingly subjected to expensive and time-consuming litigation relating
      to,
      among other things, matters that traditionally would have been brought only
      against the Company or business enterprise itself. The By-laws of the Company
      require indemnification of the officers and directors of the Company. Indemnitee
      may also be entitled to indemnification pursuant to the General Corporation
      Law
      of the State of Delaware ("DGCL"). The By-laws and the DGCL expressly provide
      that the indemnification provisions set forth therein are not exclusive, and
      thereby contemplate that contracts may be entered into between the Company
      and
      members of the board of directors, officers and other persons with respect
      to
      indemnification;

    


    WHEREAS,
      the uncertainties relating to such insurance and to indemnification have
      increased the difficulty of attracting and retaining such persons;

    


    WHEREAS,
      the Board has determined that the increased difficulty in attracting and
      retaining such persons is detrimental to the best interests of the Company's
      stockholders and that the Company should act to assure such persons that there
      will be increased certainty of such protection in the future;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            WHEREAS,
      it
      is reasonable, prudent and necessary for the Company contractually to obligate
      itself to indemnify, and to advance expenses on behalf of, such persons to
      the
      fullest extent permitted by applicable law so that they will serve or continue
      to serve the Company free from undue concern that they will not be so
      indemnified; 

    


    WHEREAS,
      this Agreement is a supplement to and in furtherance of the By-laws of the
      Company and any resolutions adopted pursuant thereto, and shall not be deemed
      a
      substitute therefor, nor to diminish or abrogate any rights of Indemnitee
      thereunder;

    


    WHEREAS,
      the Company desires Indemnitee to serve in his capacity as an officer or
      director, and Indemnitee is willing to serve, continue to serve and to take
      on
      additional service for or on behalf of the Company on the condition that he
      be
      so indemnified; and

    


    NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the Company and Indemnitee do hereby covenant and agree as follows:

    


    Section
      1. Services to the
      Company. Indemnitee agrees to serve as a [director] [officer] of the
      Company. Indemnitee may at any time and for any reason resign from such position
      (subject to any other contractual obligation or any obli-gation imposed by
      operation of law), in which event the Company shall have no obliga-tion under
      this Agreement to continue Indemnitee in such position. This Agreement shall
      not
      be deemed an employment contract between the Company (or any of its subsidiaries
      or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that
      Indemnitee's employment with the Company (or any of its subsidiaries or any
      Enterprise), if any, is at will, and the Indemnitee may be discharged at any
      time for any reason, with or without cause, except as may be otherwise provided
      in any written employment contract between Indemnitee and the Company (or any
      of
      its subsidiaries or any Enterprise), other applicable formal severance policies
      duly adopted by the Board, or, with respect to service as a director or officer
      of the Company, by the Company's Certificate of Incorporation, the Company's
      By-laws, and the General Corporation Law of the State of Delaware. The foregoing
      notwithstanding, this Agreement shall continue in force after Indemnitee has
      ceased to serve as an [officer] [director] of the Company.

    


    Section
      2. Definitions. As used
      in this Agreement:

    


    (a) A
      "Change in Control" shall be
      deemed to occur upon the earliest to occur after the date of this Agreement
      of
      any of the following events:

    


    i. Acquisition
      of Stock by Third Party. Any Person (as defined below) is or becomes the
      Beneficial Owner (as defined below), directly or indirectly, of securities
      of
      the Company representing fifteen percent (15%) or more of the combined voting
      power of the Company's then outstanding securities;


    
       

      
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    ii. Change
      in Board of Directors. During any period of two (2) consecutive years (not
      including any period prior to the execution of this Agreement), individuals
      who
      at the beginning of such period constitute the Board, and any new director
      (other than a director designated by a person who has entered into an agreement
      with the Company to effect a transaction described in Sections 2(a)(i),
      2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination for election
      by
      the Company's stockholders was approved by a vote of at least two-thirds of
      the
      directors then still in office who either were directors at the beginning of
      the
      period or whose election or nomination for election was previously so approved,
      cease for any reason to constitute a least a majority of the members of the
      Board;

    


    iii. Corporate
      Transactions. The effective date of a merger or consolidation of the Company
      with any other entity, other than a merger or consolidation which would result
      in the voting securities of the Company outstanding immediately prior to such
      merger or consolidation continuing to represent (either by remaining outstanding
      or by being converted into voting securities of the surviving entity) more
      than
      51% of the combined voting power of the voting securities of the surviving
      entity outstanding immediately after such merger or consolidation and with
      the
      power to elect at least a majority of the board of directors or other governing
      body of such surviving entity;

    


    iv. Liquidation.
      The approval by the stockholders of the Company of a complete liquidation of
      the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets; and

    


    v. Other
      Events. There occurs any other event of a nature that would be required to
      be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a
      response to any similar item on any similar schedule or form) promulgated under
      the Exchange Act (as defined below), whether or not the Company is then subject
      to such reporting requirement.

    


    For
      purposes of this Section 2(a), the following terms shall have the following
      meanings:

    


    (A) "Exchange
      Act" shall mean the Securities Exchange Act of 1934, as amended.

    


    (B) "Person"
      shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
      Act; provided, however, that Person shall exclude (i) the Company, (ii) any
      trustee or other fiduciary holding securities under an employee benefit plan
      of
      the Company, and (iii) any corporation owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of stock of the Company. 

    


    
      
        
        

      

      
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    (C) "Beneficial
      Owner" shall have the meaning given to such term in Rule 13d-3 under the
      Exchange Act; provided, however, that Beneficial Owner shall exclude any Person
      otherwise becoming a Beneficial Owner by reason of the stockholders of the
      Company approving a merger of the Company with another entity.

    


    (b) "Corporate
      Status" describes
      the status of a person who is or was a director, officer, employee or agent
      of
      the Company or of any other corporation, limited liability company, partnership
      or joint venture, trust, employee benefit plan or other enterprise which such
      person is or was serving at the request of the Company.

    


    (c) "Disinterested
      Director" means
      a director of the Company who is not and was not a party to the Proceeding
      in
      respect of which indemnification is sought by Indemnitee.

    


    (d) "Enterprise"
      shall mean the
      Company and any other corporation, limited liability company, partnership,
      joint
      venture, trust, employee benefit plan or other enterprise of which Indemnitee
      is
      or was serving at the request of the Company as a director, officer, employee,
      agent or fiduciary.

    


    (e) "Expenses"
      shall include all
      reasonable attorneys' fees, retainers, court costs, transcript costs, fees
      of
      experts, witness fees, travel expenses, duplicating costs, printing and binding
      costs, telephone charges, postage, delivery service fees, and all other
      disbursements or expenses of the types customarily incurred in connection with
      prosecuting, defending, preparing to prosecute or defend, investigating, being
      or preparing to be a witness in, or otherwise participating in, a Proceeding.
      Expenses also shall include (i) Expenses incurred in connection with any appeal
      resulting from any Proceeding, including without limitation the premium,
      security for, and other costs relating to any cost bond, supersedeas bond,
      or
      other appeal bond or its equivalent, and (ii) for purposes of Section 13(d)
      only, Expenses incurred by Indemnitee in connection with the interpretation,
      enforcement or defense of Indemnitee's rights under this Agreement, by
      litigation or otherwise. Expenses, however, shall not include amounts paid
      in
      settlement by Indemnitee or the amount of judgments or fines against
      Indemnitee.

    


    (f) "Independent
      Counsel" means a
      law firm, or a member of a law firm, that is experienced in matters of
      corporation law and neither presently is, nor in the past five years has been,
      retained to represent: (i) the Company or Indemnitee in any matter material
      to
      either such party (other than with respect to matters concerning the Indemnitee
      under this Agreement, or of other indemnitees under similar indemnification
      agreements), or (ii) any other party to the Proceeding giving rise to a claim
      for indemnification hereunder. Notwithstanding the foregoing, the term
      "Independent Counsel" shall not include any person who, under the applicable
      standards of professional conduct then prevailing, would have a conflict of
      interest in representing either the Company or Indemnitee in an action to
      determine Indemnitee's rights under this Agreement. The Company agrees to pay
      the reasonable fees and expenses of the Independent Counsel


    
      
        
        

      

      
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    referred
      to above and to fully indemnify such counsel against any and all Expenses,
      claims, liabilities and damages arising out of or relating to this Agreement
      or
      its engagement pursuant hereto.

     

                  (g) The
      term "Proceeding"
      shall include any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or any other actual, threatened or completed proceeding, whether brought
      in the right of the Company or otherwise and whether of a civil, criminal,
      administrative, legislative or investigative nature, including any appeal
      therefrom, in which Indemnitee was, is or will be involved as a party, potential
      party, non-party witness or otherwise by reason that Indemnitee is or was a
      director or officer of the Company, by reason of any action taken by him or
      of
      any action on his part while acting as director or officer of the Company,
      or by
      reason that he is or was serving at the request of the Company as a director,
      officer, employee or agent of another corporation, limited liability company,
      partnership, joint venture, trust or other enterprise, in each case whether
      or
      not serving in such capacity at the time any liability or expense is incurred
      for which indemnification, reimbursement, or advancement of expenses can be
      provided under this Agreement; except one initiated by a Indemnitee to enforce
      his rights under this Agreement.

    


    (h) Reference
      to "other
      enterprise" shall include employee benefit plans; references to "fines" shall
      include any excise tax assessed with respect to any employee benefit plan;
      references to "serving at the request of the Company" shall include any service
      as a director, officer, employee or agent of the Company which imposes duties
      on, or involves services by, such director, officer, employee or agent with
      respect to an employee benefit plan, its participants or beneficiaries; and
      a
      person who acted in good faith and in a manner he reasonably believed to be
      in
      the best interests of the participants and beneficiaries of an employee benefit
      plan shall be deemed to have acted in manner "not opposed to the best interests
      of the Company" as referred to in this Agreement.

    


    Section
      3. Indemnity in Third-Party Proceedings. The Company shall indemnify
      Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
      is,
      or is threatened to be made, a party to or a participant in any Proceeding,
      other than a Proceeding by or in the right of the Company to procure a judgment
      in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to
      the
      fullest extent permitted by applicable law against all Expenses, judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      Indemnitee or on his behalf in connection with such Proceeding or any claim,
      issue or matter therein, if Indemnitee acted in good faith and in a manner
      he
      reasonably believed to be in or not opposed to the best interests of the Company
      and, in the case of a criminal proceeding had no reasonable cause to believe
      that his conduct was unlawful. 

    


    Section
      4. Indemnity in Proceedings by or in the Right of the Company. The
      Company shall indemnify Indemnitee in accordance with the provisions of this
      Section 4 if Indemnitee is, or is threatened to be made, a party to or a
      participant in any Proceeding by or in the right of the 


    
      
        
        

      

      
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    Company
      to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee
      shall
      be indemnified to the fullest extent permitted by applicable law against all
      Expenses actually and reasonably incurred by him or on his behalf in connection
      with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
      in good faith and in a manner he reasonably believed to be in or not opposed
      to
      the best interests of the Company. No indemnification for Expenses shall be
      made
      under this Section 4 in respect of any claim, issue or matter as to which
      Indemnitee shall have been finally adjudged by a court to be liable to the
      Company, unless and only to the extent that the Delaware Court of Chancery
      or
      any court in which the Proceeding was brought shall determine upon application
      that, despite the adjudication of liability but in view of all the circumstances
      of the case, Indemnitee is fairly and reasonably entitled to
      indemnification.


    


    Section
      5. Indemnification for Expenses of a Party Who is Wholly or Partly
      Successful. Notwithstanding any other provisions of this Agreement, to the
      fullest extent permitted by applicable law and to the extent that Indemnitee
      is
      a party to (or a participant in) and is successful, on the merits or otherwise,
      in any Proceeding or in defense of any claim, issue or matter therein, in whole
      or in part, the Company shall indemnify Indemnitee against all Expenses actually
      and reasonably incurred by him in connection therewith. If Indemnitee is not
      wholly successful in such Proceeding but is successful, on the merits or
      otherwise, as to one or more but less than all claims, issues or matters in
      such
      Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
      and reasonably incurred by him or on his behalf in connection with each
      successfully resolved claim, issue or matter. If the Indemnitee is not wholly
      successful in such Proceeding, the Company also shall indemnify Indemnitee
      against all Expenses reasonably incurred in connection with a claim, issue
      or
      matter related to any claim, issue, or matter on which the Indemnitee was
      successful. For purposes of this Section and without limitation, the termination
      of any claim, issue or matter in such a Proceeding by dismissal, with or without
      prejudice, shall be deemed to be a successful result as to such claim, issue
      or
      matter.

    


    Section
      6. Indemnification For Expenses of a Witness. Notwithstanding any other
      provision of this Agreement, to the fullest extent permitted by applicable
      law
      and to the extent that Indemnitee is, by reason of his Corporate Status, a
      witness in any Proceeding to which Indemnitee is not a party, he shall be
      indemnified against all Expenses actually and reasonably incurred by him or
      on
      his behalf in connection therewith.

    


    Section
      7. Additional Indemnification.

    


    (a) Notwithstanding
      any limitation
      in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest
      extent permitted by applicable law if Indemnitee is a party to or threatened
      to
      be made a party to any Proceeding (including a Proceeding by or in the right
      of
      the Company to procure a judgment in its favor) against all Expenses, judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      Indemnitee in connection with the Proceeding. 

    


    
      
        
        

      

      
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    (b) For
      purposes of Section 7(a),
      the meaning of the phrase "to the fullest extent permitted by applicable law"
      shall include, but not be limited to:

    


    i. to
      the fullest extent permitted by the provision of the DGCL that authorizes or
      contemplates additional indemnification by agreement, or the corresponding
      provision of any amendment to or replacement of the DGCL, and

    


    ii. to
      the fullest extent authorized or permitted by any amendments to or replacements
      of the DGCL adopted after the date of this Agreement that increase the extent
      to
      which a corporation may indemnify its officers and directors.

    


    Section
      8. Exclusions. Notwithstanding any provision in this Agreement, the
      Company shall not be obligated under this Agreement to make any indemnity in
      connection with any claim made against Indemnitee:

    


    (a) for
      which payment has actually
      been made to or on behalf of Indemnitee under any insurance policy or other
      indemnity provision, except with respect to any excess beyond the amount paid
      under any insurance policy or other indemnity provision; or

    


    (b) for
      (i) an accounting of
      profits made from the purchase and sale (or sale and purchase) by Indemnitee
      of
      securities of the Company within the meaning of Section 16(b) of the Exchange
      Act (as defined in Section 2(a) hereof) or similar provisions of state statutory
      law or common law, (ii) any reimbursement of the Company by the Indemnitee
      of
      any bonuses or other incentive-based or equity-based compensation, and the
      reimbursement of the Company of profits realized from the sale of securities
      of
      the Company by Indemnitee, to the extent that such reimbursements directly
      arise
      from an accounting restatement of the Company pursuant to Section 304 of the
      Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or (iii) the payment to
      the Company of profits arising from the purchase and sale by Indemnitee of
      securities in violation of Section 306 of the Sarbanes-Oxley Act;
      or

    


    (c) except
      as provided in Section
      13(d) of this Agreement, in connection with any Proceeding (or any part of
      any
      Proceeding) initiated by Indemnitee, including any Proceeding (or any part
      of
      any Proceeding) initiated by Indemnitee against the Company or its directors,
      officers, employees or other indemnitees, unless (i) the Board of Directors
      of
      the Company authorized the Proceeding (or any part of any Proceeding) prior
      to
      its initiation or (ii) the Company provides the indemnification, in its sole
      discretion, pursuant to the powers vested in the Company under applicable law;
      or

    


    (d) for
      any acts or omissions or
      transactions, if and to the extent that it shall be determined by a final
      judgment or other final adjudication, not subject to further appeal or review,
      that a director or officer may not be relieved of liability arising from any
      such acts or omissions or transactions under the DGCL or applicable securities
      laws; or 

    


    
      
        
        

      

      
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    (e) for
      Expenses in connection
      with proceedings or claims involving the enforcement of non-compete and/or
      non-disclosure agreements or the non-compete and/or non-disclosure provisions
      of
      employment, consulting or similar agreements Indemnitee may be a party to with
      the Company (or any of its subsidiaries or any Enterprise), if any.

    


    Section
      9. Advances of Expenses. In accordance with (but in addition to) the
      pre-existing requirement of Section 7.8(b) of Article VII of the By-laws of
      the
      Company, and notwithstanding any provision of this Agreement to the contrary,
      the Company shall advance, to the extent not prohibited by law, the Expenses
      incurred by Indemnitee in connection with any Proceeding, and such advancement
      shall be made within thirty (30) days after the receipt by the Company of a
      statement or statements requesting such advances from time to time, whether
      prior to or after final disposition of any Proceeding. Advances shall be
      unsecured and interest free. Advances shall be made without regard to
      Indemnitee's ability to repay the Expenses and without regard to Indemnitee's
      ultimate entitlement to indemnification under the other provisions of this
      Agreement. Advances shall include any and all reasonable Expenses incurred
      pursuing an action to enforce this right of advancement, including Expenses
      incurred preparing and forwarding statements to the Company to support the
      advances claimed. The Indemnitee shall qualify for advances upon the execution
      and delivery to the Company of this Agreement, which shall constitute an
      undertaking providing that the Indemnitee undertakes to repay the advance to
      the
      extent that it is ultimately determined that Indemnitee is not entitled to
      be
      indemnified by the Company. This Section 9 shall not apply to any claim made
      by
      Indemnitee for which indemnity is excluded pursuant to Section 8.

    


    Section
      10. Procedure for Notification and Defense of Claim.

    


    (a) Indemnitee
      shall notify the
      Company in writing of any matter with respect to which Indemnitee intends to
      seek indemnification or advancement of Expenses hereunder as soon as reasonably
      practicable following the receipt by Indemnitee of written notice thereof.
      The
      written notification to the Company shall include a description of the nature
      of
      the Proceeding and the facts underlying the Proceeding. To obtain
      indemnification under this Agreement, Indemnitee shall submit to the Company
      a
      written request, including therein or therewith such documentation and
      information as is reasonably available to Indemnitee and is reasonably necessary
      to determine whether and to what ex-tent Indemnitee is entitled to
      indemnifica-tion following the final disposition of such action, suit or
      proceeding. The omission by Indemnitee to notify the Company hereunder will
      not
      relieve the Company from any liability which it may have to Indemnitee hereunder
      or otherwise than under this Agreement, and any delay in so notifying the
      Company shall not constitute a waiver by Indemnitee of any rights under this
      Agreement. The Sec-retary of the Company shall, promptly upon receipt of such
      a
      request for indemnification, advise the Board in writing that Indemnitee has
      requested indemnification.


    
      
        
        

      

      
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    (b) The
      Company will be entitled
      to participate in the Proceeding at its own expense.

    


    (c) The
      Company shall not be
      liable to indemnify Indemnitee under this Agreement or otherwise for any amounts
      paid in settlement of any Proceeding effected without the Company’s prior
      written consent; provided that if a Change in Control has occurred, the Company
      shall be liable for indemnification of Indemnitee for amounts paid in settlement
      if an Independent Counsel selected by Indemnitee has approved the settlement.
      The Company shall not settle any Proceeding in any manner that would impose
      any
      penalty, liability or limitation on Indemnitee without Indemnitee’s prior
      written consent; provided that the Company shall not be required to obtain
      the
      consent of Indemnitee to the settlement of any Proceeding the Company has
      undertaken to defend if the settlement grants Indemnitee a complete and
      unqualified release in respect of the potential liability. Neither the Company
      nor Indemnitee will unreasonably withhold their consent to any proposed
      settlement. 

    


    Section
      11. Procedure Upon Application for Indemnification. 

    


    (a) Upon
      written request by
      Indemnitee for indemnification pursuant to the Section 10(a), a determination,
      if required by applicable law, with respect to Indemnitee's entitlement thereto
      shall be made in the specific case: (i) if a Change in Control shall have
      occurred, by Independent Counsel in a written opinion to the Board of Directors,
      a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control
      shall not have occurred, (A) by a majority vote of the Disinterested Directors,
      even though less than a quorum of the Board, (B) by a committee of Disinterested
      Directors designated by a majority vote of the Disinterested Directors, even
      though less than a quorum of the Board, (C) if there are no such Disinterested
      Directors or, if such Disinterested Directors so direct, by Independent Counsel
      in a written opinion to the Board, a copy of which shall be delivered to
      Indemnitee or (D) if so directed by the Board, by the stockholders of the
      Company; and, if it is so determined that Indemnitee is entitled to
      indemnification, payment to Indemnitee shall be made within ten (10) days after
      such determination. Indemnitee shall cooperate with the person, persons or
      entity making such determination with respect to Indemnitee's entitlement to
      indemnification, including providing to such person, persons or entity upon
      reasonable advance request any documentation or information which is not
      privileged or otherwise protected from disclosure and which is reasonably
      available to Indemnitee and reasonably necessary to such determination. Any
      costs or Expenses (including attorneys' fees and disbursements) incurred by
      Indemnitee in so cooperating with the person, persons or entity making such
      determination shall be borne by the Company (irrespective of the determination
      as to Indemnitee's entitlement to indemnification), and the Company hereby
      indemnifies and agrees to hold Indemnitee harmless therefrom.

    


    (b) In
      the event the determination
      of entitlement to indemnification is to be made by Independent Counsel pursuant
      to Section 11(a) hereof, the Independent Counsel shall be selected as provided
      in this Section 11(b). If a Change in Control shall not have occurred,
      the
      Independent Counsel shall be selected by the Board of Directors, and the Company
      shall give 


    
      
        
        

      

      
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    written
      notice to Indemnitee advising him of the identity of the Independent Counsel
      so
      selected. If a Change in Control shall have occurred, the Independent Counsel
      shall be selected by Indemnitee (unless Indemnitee shall request that such
      selection be made by the Board of Directors, in which event the preceding
      sentence shall apply), and Indemnitee shall give written notice to the Company
      advising it of the identity of the Independent Counsel so selected. In either
      event, Indemnitee or the Company, as the case may be, may, within ten (10)
      days
      after such written notice of selection shall have been given, deliver to the
      Company or to Indemnitee, as the case may be, a written objection to such
      selection; provided, however, that such objection may be asserted only on the
      ground that the Independent Counsel so selected does not meet the requirements
      of "Independent Counsel" as defined in Section 2 of this Agreement,
      and the
      objection shall set forth with particularity the factual basis of such
      assertion. Absent a proper and timely objection, the person so selected shall
      act as Independent Counsel. If such written objection is so made and
      substantiated, the Independent Counsel so selected may not serve as Independent
      Counsel unless and until such objection is withdrawn or a court has determined
      that such objection is without merit. If, within twenty (20) days after the
      later of submission by Indemnitee of a written request for indemnification
      pursuant to Section 10(a) hereof and the final disposition of the
      Proceeding, no Independent Counsel shall have been selected and not objected
      to,
      either the Company or Indemnitee may petition a court of competent jurisdiction
      for resolution of any objection which shall have been made by the Company or
      Indemnitee to the other's selection of Independent Counsel and/or for the
      appointment as Independent Counsel of a person selected by the Court or by
      such
      other person as the Court shall designate, and the person with respect to whom
      all objections are so resolved or the person so appointed shall act as
      Independent Counsel under Section 11(a) hereof. Upon the due commencement
      of any judicial proceeding or arbitration pursuant to Section 13(a) of this
      Agreement, Independent Counsel shall be discharged and relieved of any further
      responsibility in such capacity (subject to the applicable standards of
      professional conduct then prevailing).


    


    Section
      12. Presumptions and Effect of Certain Proceedings.

    


    (a) In
      making a determination with
      respect to entitlement to indemnification hereunder, the person or persons
      or
      entity making such determination shall, to the fullest extent not prohibited
      by
      law, presume that Indemnitee is entitled to indemnification under this Agreement
      if Indemnitee has submitted a request for indemnification in accordance with
      Section 10(a) of this Agreement, and the Company shall, to the fullest extent
      not prohibited by law, have the burden of proof to overcome that presumption
      in
      connection with the making by any person, persons or entity of any determination
      contrary to that presumption. Neither the failure of the Company (including
      by
      its directors or independent legal counsel) to have made a determination prior
      to the commencement of any action pursuant to this Agreement that
      indemnification is proper in the circumstances because Indemnitee has met the
      applicable standard of conduct, nor an actual determination by the Company
      (including by its directors or independent legal counsel) that Indemnitee has
      not met such applicable standard of conduct, shall be a defense to the action
      or
      create a presumption that Indemnitee has not met the applicable standard of
      conduct.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (b) Subject
      to Section 13(e), if
      the person, persons or entity empowered or selected under Section 11 of this
      Agreement to determine whether Indemnitee is entitled to indemnification shall
      not have made a determination within sixty (60) days after receipt by the
      Company of the request therefor, the requisite determination of entitlement
      to
      indemnification shall, to the fullest extent not prohibited by law, be deemed
      to
      have been made and Indemnitee shall be entitled to such indemnification, absent
      (i) a misstatement by Indemnitee of a material fact, or an omission of a
      material fact necessary to make Indemnitee's statement not materially
      misleading, in connection with the request for indemnification, or (ii) a
      prohibition of such indemnification under applicable law; provided, however,
      that such 60-day period may be extended for a reasonable time, not to exceed
      an
      additional thirty (30) days, if the person, persons or entity making the
      determination with respect to entitlement to indemnification in good faith
      requires such additional time for the obtaining or evaluating of documentation
      and/or information relating thereto; and provided, further, that the foregoing
      provisions of this Section 12(b) shall not apply (i) if the determination of
      entitlement to indemnification is to be made by the stockholders pursuant to
      Section 11(a) of this Agreement and if (A) within fifteen (15) days after
      receipt by the Company of the request for such determination the Board of
      Directors has resolved to submit such determination to the stockholders for
      their consideration at an annual meeting thereof to be held within seventy-five
      (75) days after such receipt and such determination is made thereat, or (B)
      a
      special meeting of stockholders is called within fifteen (15) days after such
      receipt for the purpose of making such determination, such meeting is held
      for
      such purpose within sixty (60) days after having been so called and such
      determination is made thereat, or (ii) if the determination of entitlement
      to
      indemnification is to be made by Independent Counsel pursuant to Section 11(a)
      of this Agreement.

    


    (c) The
      termination of any
      Proceeding or of any claim, issue or matter therein, by judgment, order,
      settlement or conviction, or upon a plea of nolo contendere or its equivalent,
      shall not (except as otherwise expressly provided in this Agreement) of itself
      adversely affect the right of Indemnitee to indemnification or create a
      presumption that Indemnitee did not act in good faith and in a manner which
      he
      reasonably believed to be in or not opposed to the best interests of the Company
      or, with respect to any criminal Proceeding, that Indemnitee had reasonable
      cause to believe that his conduct was unlawful.

    


    (d) Reliance
      as Safe Harbor. For
      purposes of any determination of good faith, Indemnitee shall be deemed to
      have
      acted in good faith if Indemnitee's action is based on the records or books
      of
      account of the Enterprise, including financial statements, or on information
      supplied to Indemnitee by the officers of the Enterprise in the course of their
      duties, or on the advice of legal counsel for the Enterprise or on information
      or records given or reports made to the Enterprise by an independent certified
      public accountant or by an appraiser or other expert selected with the
      reasonable care by the Enterprise. The provisions of this Section 12(d) shall
      not be deemed to be exclusive or to limit in any way the other circumstances
      in
      which the Indemnitee may be deemed to have met the applicable standard of
      conduct set forth in this Agreement.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (e) Actions
      of Others. The
      knowledge and/or actions, or failure to act, of any director, officer, agent
      or
      employee of the Enterprise shall not be imputed to Indemnitee for purposes
      of
      determining the right to indemnification under this Agreement.

    


    Section
      13. Remedies of Indemnitee. 

    


    (a) Subject
      to Section 13(e), in
      the event that (i) a determination is made pursuant to Section 11 of this
      Agreement that Indemnitee is not entitled to indemnification under this
      Agreement, (ii) advancement of Expenses is not timely made pursuant to
      Section 9 of this Agreement, (iii) no determination of entitlement to
      indemnification shall have been made pursuant to Section 11(a) of this Agreement
      within ninety (90) days after receipt by the Company of the request for
      indemnification, (iv) payment of indemnification is not made pursuant to
      Section 5 or 6 or the last sentence of Section 11(a) of this Agreement
      within ten (10) days after receipt by the Company of a written request therefor,
      (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement
      is not made within ten (10) days after a determination has been made that
      Indemnitee is entitled to indemnification, or (vi) in the event that the Company
      or any other person takes or threatens to take any action to declare this
      Agreement void or unenforceable, or institutes any litigation or other action
      or
      Proceeding designed to deny, or to recover from, the Indemnitee the benefits
      provided or intended to be provided to the Indemnitee hereunder, Indemnitee
      shall be entitled to an adjudication by a court of his entitlement to such
      indemnification or advancement of Expenses. Alternatively, Indemnitee, at his
      option, may seek an award in arbitration to be conducted by a single arbitrator
      pursuant to the Commercial Arbitration Rules of the American Arbitration
      Association. Indemnitee shall commence such proceeding seeking an adjudication
      or an award in arbitra-tion within 180 days following the date on which
      Indemnitee first has the right to commence such proceeding pursuant to this
      Section 13(a); provided, however, that the foregoing clause shall not apply
      in
      respect of a proceeding brought by Indemnitee to enforce his rights under
      Section 5 of this Agreement. The Company shall not oppose Indemnitee's
      right to seek any such adjudication or award in arbitration.

    


    (b) In
      the event that a
      determination shall have been made pursuant to Section 11(a) of this Agreement
      that Indemnitee is not entitled to indemnification, any judicial proceeding
      or
      arbitration commenced pursuant to this Section 13 shall be conducted
      in all
      respects as a de novo trial, or arbitration, on the merits and Indemnitee shall
      not be prejudiced by reason of that adverse determination. In any judicial
      proceeding or arbitration commenced pursuant to this Section 13 the Company
      shall have the burden of proving Indemnitee is not entitled to indemnification
      or advancement of Expenses, as the case may be.

    


    (c) If
      a determination shall have
      been made pursuant to Section 11(a) of this Agreement that Indemnitee
      is
      entitled to indemnification, the Company shall be bound by such determination
      in
      any judicial proceeding or arbitration commenced pursuant to this
      Section 13, absent (i) a misstatement by Indemnitee of a material fact,
      or
      an omission of a material fact 


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    necessary
      to make Indemnitee's statement not materially misleading, in connection with
      the
      request for indemnification, or (ii) a prohibition of such indemnification
      under
      applicable law.

     

                  (d) The
      Company shall, to
      the fullest extent not prohibited by law, be precluded from asserting in any
      judicial proceeding or arbitration commenced pursuant to this Section 13 that
      the procedures and presumptions of this Agreement are not valid, binding and
      enforceable and shall stipulate in any such court or before any such arbitrator
      that the Company is bound by all the provisions of this Agreement. It is the
      intent of the Company that the Indemnitee not be required to incur legal fees
      or
      other Expenses associated with the interpretation, enforcement or defense of
      Indemnitee's rights under this Agreement by litigation or otherwise because
      the
      cost and expense thereof would substantially detract from the benefits intended
      to be extended to the Indemnitee hereunder. The Company shall indemnify
      Indemnitee against any and all Expenses and, if requested by Indemnitee, shall
      (within ten (10) days after receipt by the Company of a written request
      therefor) advance, to the extent not prohibited by law, such Expenses to
      Indemnitee, which are incurred by Indemnitee in connection with any action
      brought by Indemnitee for indemnification or advance of Expenses from the
      Company under this Agreement or under any directors' and officers' liability
      insurance policies maintained by the Company, regardless of whether Indemnitee
      ultimately is determined to be entitled to such indemnification, advancement
      of
      Expenses or insurance recovery, as the case may be, unless it shall be
      determined by a final judgment or other final adjudication, not subject to
      further appeal or review, that each of the material assertions made by
      Indemnitee in such proceeding was not made in good faith or was
      frivolous.

    


    (e) Notwithstanding
      anything in
      this Agreement to the contrary, no determination as to entitlement to
      indemnification under this Agreement shall be required to be made prior to
      the
      final disposition of the Proceeding.

    


    Section
      14. Non-exclusivity; Survival of Rights; Insurance;
      Subrogation. 

    


    (a) The
      rights of indemnification
      and to receive advancement of Expenses as provided by this Agreement shall
      not
      be deemed exclusive of any other rights to which Indemnitee may at any time
      be
      entitled under applicable law, the Company's Certificate of Incorporation,
      the
      Company's By-laws, any agreement, a vote of stockholders or a resolution of
      directors, or otherwise. No amendment, alteration or repeal of this Agreement
      or
      of any provision hereof shall limit or restrict any right of Indemnitee under
      this Agreement in respect of any action taken or omitted by such Indemnitee
      in
      his Corporate Status prior to such amendment, alteration or repeal. To the
      extent that a change in Delaware law, whether by statute or judicial decision,
      permits greater indemnification or advancement of Expenses than would be
      afforded currently under the Company's By-laws and this Agreement, it is the
      intent of the parties hereto that Indemnitee shall enjoy by this Agreement
      the
      greater benefits so afforded by such change. No right or remedy herein conferred
      is intended to be exclusive of any other right or remedy, and every other right
      and remedy shall be cumulative and in addition to every other right and remedy
      given hereunder or now or hereafter existing at law or in equity or otherwise.
      The assertion or


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    employment
      of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other right or remedy.


        

        (b) To
      the extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors, officers, employees, or agents of the Company
      or of any other corporation, partnership, joint venture, trust, employee benefit
      plan or other enterprise which such person serves at the request of the Company,
      Indemnitee shall be covered by such policy or policies in accordance with its
      or
      their terms to the maximum extent of the coverage available for any such
      director, officer, employee or agent under such policy or policies. If, at
      the
      time of the receipt of a notice of a claim pursuant to the terms hereof, the
      Company has director and officer liability insurance in effect, the Company
      shall give prompt notice of the commencement of such proceeding to the insurers
      in accordance with the procedures set forth in the respective policies. The
      Company shall thereafter take all necessary or desirable action to cause such
      insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
      of
      such proceeding in accordance with the terms of such policies.

    


    (c) In
      the event of any payment
      under this Agreement, the Company shall be subrogated to the extent of such
      payment to all of the rights of recovery of Indemnitee, who shall execute all
      papers required and take all action necessary to secure such rights, including
      execution of such documents as are necessary to enable the Company to bring
      suit
      to enforce such rights.

    


    (d) The
      Company shall not be
      liable under this Agreement to make any payment of amounts otherwise
      indemnifiable (or for which advancement is provided hereunder) hereunder if
      and
      to the extent that Indemnitee has otherwise actually received such payment
      under
      any insurance policy, contract, agreement or otherwise. 

    


    (e) The
      Company's obligation to
      indemnify or advance Expenses hereunder to Indemnitee who is or was serving
      at
      the request of the Company as a director, officer, employee or agent of any
      other corporation, limited liability company, partnership, joint venture, trust,
      employee benefit plan or other enterprise shall be reduced by any amount
      Indemnitee has actually received as indemnification or advancement of Expenses
      from such other corporation, limited liability company, partnership, joint
      venture, trust, employee benefit plan or other enterprise.

    


    Section
      15. Duration of Agreement. This Agreement shall continue until and
      terminate upon the later of: (a) 10 years after the date that Indemnitee shall
      have ceased to serve as a [director] [officer] of the Company, (b) 1 year after
      the final termina-tion of any Proceeding then pending in respect of which
      Indemnitee is granted rights of indemnifi-cation or advance-ment of Expenses
      hereunder and of any pro-ceeding commenced by Indemnitee pursuant to
      Section 13 of this Agreement relating thereto. This Agree-ment shall
      be
      binding upon the Company and its successors and assigns and shall inure to
      the
      benefit of Indemnitee and his heirs, execu-tors and administrators.

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    Section
      16. Severability. If any provision or provisions of this Agreement shall
      be held to be invalid, illegal or unenforceable for any reason whatsoever:
      (a)
      the validity, legality and enforceability of the remaining provisions of this
      Agreement (including without limitation, each portion of any Section of this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall
      not
      in any way be affected or impaired thereby and shall remain enforceable to
      the
      fullest extent permitted by law; (b) such provision or provisions shall be
      deemed reformed to the extent necessary to conform to applicable law and to
      give
      the maximum effect to the intent of the parties hereto; and (c) to the fullest
      extent possible, the provisions of this Agreement (including, without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall be construed so as to give effect
      to
      the intent manifested thereby.

    


    Section
      17. Enforcement.

    


    (a) The
      Company expressly confirms
      and agrees that it has entered into this Agreement and assumed the obligations
      imposed on it hereby in order to induce Indemnitee to serve as a director or
      officer of the Company, and the Company acknowledges that Indemnitee is relying
      upon this Agreement in serving as a director or officer of the
      Company.

    


    (b) This
      Agreement constitutes the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and supersedes all prior agreements and understandings, oral, written
      and
      implied, between the parties hereto with respect to the subject matter hereof;
      provided, however, that this Agreement is a supplement to and in furtherance
      of
      the Certificate of Incorporation of the Company, the By-laws of the Company
      and
      applicable law, and shall not be deemed a substitute therefor, nor to diminish
      or abrogate any rights of Indemnitee thereunder.

    


    Section
      18. Modification and Waiver. No supplement, modification or amendment of
      this Agreement shall be binding unless executed in writing by the parties
      thereto. No waiver of any of the provisions of this Agreement shall be deemed
      or
      shall constitute a waiver of any other provisions of this Agreement nor shall
      any waiver constitute a continuing waiver.

    


    Section
      19. Notice by Indemnitee. Indemnitee agrees promptly to notify the
      Company in writing upon being served with any summons, citation, subpoena,
      complaint, indictment, information or other document relating to any Proceeding
      or matter which may be subject to indemnification or advancement of Expenses
      covered hereunder. The failure of Indemnitee to so notify the Company shall
      not
      relieve the Company of any obligation which it may have to the Indemnitee under
      this Agreement or otherwise. 

    


    Section
      20. Notices. All notices, requests, demands and other
      communications under this Agreement shall be in writing and shall be deemed
      to
      have been duly given if (a) delivered


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    by
      hand
      and receipted for by the party to whom said notice or other communication shall
      have been directed, (b) mailed by certified or registered mail with postage
      prepaid, on the third business day after the date on which it is so mailed,
      (c)
      mailed by reputable overnight courier and receipted for by the party to whom
      said notice or other communication shall have been directed or (d) sent by
      facsimile transmission, with receipt of oral confirmation that such transmission
      has been received:


        

        (a) If
      to Indemnitee, at the address indicated on the signature page of this Agreement,
      or such other address as Indemnitee shall provide to the Company.

    


    (b) If
      to the Company
      to:

    


    XTO
      Energy Inc.

    Attention:
      General Counsel

    810
      Houston Street

    Fort
      Worth, Texas 76102

    Phone:
      (817) 870-2800

    Fax:
      (817) 885-2278

    


    or
      to any
      other address as may have been furnished to Indemnitee by the
      Company.

    


    Section
      21. Contribution. To the fullest extent permissible under applicable law,
      if the indemnification provided for in this Agreement is unavailable to
      Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying
      Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
      for
      judgments, fines, penalties, excise taxes, amounts paid or to be paid in
      settlement and/or for Expenses, in connection with any claim relating to an
      indemnifiable event under this Agreement, in such proportion as is deemed fair
      and reasonable in light of all of the circumstances of such Proceeding in order
      to reflect (i) the relative benefits received by the Company and Indemnitee
      as a
      result of the event(s) and/or transaction(s) giving cause to such Proceeding;
      and/or (ii) the relative fault of the Company (and its directors, officers,
      employees and agents) and Indemnitee in connection with such event(s) and/or
      transaction(s).

    


    Section
      22. Applicable Law and Consent to Jurisdiction. This Agreement and the
      legal relations among the parties shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Delaware, without regard
      to its conflict of laws rules. Except with respect to any arbitration commenced
      by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and
      Indemnitee hereby irrevocably and unconditionally (i) agree that any action
      or
      proceeding arising out of or in connection with this Agreement shall be brought
      only in the Chancery Court of the State of Delaware (the "Delaware Court"),
      and
      not in any other state or federal court in the United States of America or
      any
      court in any other country, (ii) consent to submit to the exclusive jurisdiction
      of the Delaware Court for purposes of any action or proceeding arising out
      of or
      in connection with this Agreement, (iii) appoint, to the extent such party
      is
      not otherwise subject to service of process in the State of
      Delaware, irrevocably RL&F

      
      

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          
Service Corp., One Rodney
          Square, 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as
          its
          agent in the State of Delaware as such party's agent for acceptance of
          legal
          process in connection with any such action or proceeding against such party
          with
          the same legal force and validity as if served upon such party personally
          within
          the State of Delaware, (iv) waive any objection to the laying of venue
          of any
          such action or proceeding in the Delaware Court, and (v) waive, and agree
          not to
          plead or to make, any claim that any such action or proceeding brought
          in the
          Delaware Court has been brought in an improper or inconvenient
          forum.


      

       

      Section
        23. Identical Counterparts. This Agree-ment may be
        executed in one or more counterparts, each of which shall for all purposes
        be
        deemed to be an original but all of which together shall constitute one and
        the
        same Agreement. Only one such counterpart signed by the party against whom
        enforceability is sought needs to be produced to evidence the existence of
        this
        Agreement.

      


      Section
        24. Miscellaneous. Use of the masculine pronoun
        shall be deemed to include usage of the feminine pronoun where appropriate.
        The
        headings of the para-graphs of this Agreement are inserted for convenience
        only
        and shall not be deemed to constitute part of this Agreement or to affect
        the
        construction thereof.

          

          IN
        WITNESS WHEREOF,
        the parties have caused this Agreement to be signed as of the day and year
        first
        above written.

       

       

      
        	 XTO
                ENERGY INC.	 	 INDEMNITEE	 
	 	 	 	 
	 By:
                _____________________	 	
                 _____________________________

              	 
	 Name: 
                Frank G. McDonald	 	 Name:	
              	 
	 Office: 
                Vice President	 	 Address:	
                ______________________

              	 
	 	 	 	
                ______________________

              	 
	                                                               	 	 	
                ______________________

              	 


      

                                         

       

      -17-