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The Dramatic Volatility in our World
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  1. The Dramatic Volatility in our World 2008 SPIKE Oil Price: $143.57 Natural Gas Price: $13.39 JANUARY 2007 Prices XTO: $35.72Dow: 12,463 Oil Price: $61.05 Natural Gas Price: $6.16 May 2009 Prices XTO: $42.77Dow: 8,500 Oil Price: $66.31 Natural Gas Price: $3.84

  2. The Age of Hydrocarbon Man: Fossil Fuels Community &Education Industrialization & Consumption SUBSISTENCEEXISTENCE --- EMERGINGURBANIZATION2 BOE/yr per person U.S. STANDARDOF LIVING60 BOE/yr per person7 billion Bbl of oil per year Undeveloped Third World First World

  3. Economic Forecast: GDP Growth (%) 2009E -1.3 -3.4 0.8 -3.3 -1.8 -3.0 3.0 -6.0 5.5 4.3 -4.0 -5.0 -4.5 2010E 2.7 1.1 4.3 1.8 0.1 0.8 6.4 -0.1 8.0 6.1 0.3 0.2 0.5 2005 4.4 3.1 3.1 1.8 8.4 1.9 10.4 9.1 4.5 3.1 2.9 2006 5.1 2.9 2.8 3.0 9.3 2.4 11.6 9.8 5.4 4.9 3.7 2007 5.0 2.2 2.7 2.7 9.5 2.1 11.9 9.3 5.6 3.2 5.7 2008E 3.3 0.75.8 1.1 0.8 0.6 6.9 -0.6 9.0 7.4 4.2 1.3 5.1 Global EconomyIndustrial WorldDeveloping WorldUnited States Canada Europe Asia (ex Japan) Japan China India Latin America Mexico Brazil Source: Morgan Stanley

  4. A Perspective on Global Oil 2020New Production Required:> 50 MMBOPD Projected Demand Growth: + 1.4%Global GDP Growth: +3.0% Natural Field Decline Rate: - 4.5% Long-term OPEC volumes are stressed Far East population drives demand Global fuel demand challenges supply Projected Base Production Source: IEA & Broadpoint Capital

  5. Domestic Natural Gas Aggressive drilling required to grow Cost structure makes gas price >$7/Mcf long-term Chasing severe underlying decline America’s choice of “CLEAN” fossil fuel Production requiredto offset initial 30% decline 2009 ChallengesDepressed price of ~$5/Mcf reducing the rig count by ~50%losing growth momentum Source: National Petroleum Council (forecast), EIA

  6. The Dynamics of Gas Price and Drilling Cost Shale Growth Enthused by 150% Investment of Sector’s Cash Flow Growth Basins Jonah/PinedaleFreestone/Bossier Powder River 20% $18,000 $13,000 25% $10,500 $7,500 Flat toDown +1.86% +2.26% -3.51% -0.10% -2.66% -2.91% +2.51% +3.16% +7.26% U.S. Natural Gas Production GrowthEIA Reported Dry Gas

  7. Characterizing The World As We Know It Global Economic Weakness Stall in financial liquidity Dramatic pull-back in spending Energy price collapse Lack of global confidence Repair Global Financial SystemLiquidity Injection Around the Globe Enthusiastic funding by governments Working off bad debt Looking to build confidence Patience for the Turn Around Global investment returns from the sidelines Dealing with poor economic results Low cost natural resources fuel the bounce Growing population results in global demand

  8. XTO Performs through the Cycles Company built through the most challenging times Proven strategy endures the “ups-and-downs”Great properties overwhelm adversity Free cash flow drives prosperity Extraordinary, entrepreneurial team The “know-how” to convert captured value into shareholder returns

  9. A Strategy of Measured Production Growth 2009 Growth Target: 16% 2008 Growth: 28%

  10. A Proven Strategy to Build RESERVES Compound Annual Growth Rate: 29% * Proved reserves for each year-end are 100% outside engineered by Miller & Lents

  11. Cash Margin Expenses Cash Taxes $4,576 $1,534 $3,078 20.8% 1,528 15.1% $7.69 $60.96 $5.52 $17.3 $37.64 5.6x * Performance Highlights 2004 2008 1Q09 2005 2006 2007 CASH MARGINREVENUES = 66% Revenue ($MM): Net Income ($MM): Op. Cash Flow ($MM): Annual ROCE: Daily Production: Prod’n Growth / Shr: Realized Prices Natural Gas: Oil: Cash Margin / Mcfe EOP Market Cap ($B): EOP Share Price: Cash Flow Multiple $1,948 $582 $1,286 17.2% 1,016 17.4% $5.04 $38.38 $3.46 $9.2 $20.41 7.2x $3,519 $1,160 $2,254 21.1% 1,330 20.0% $7.04 $47.03 $4.69 $16.0 $33.80 7.1x $5,513 $1,719 $3,742 16.2% 1,821 15.0% $7.50 $70.08 $5.63 $24.9 $51.36 6.7x $7,696 $1,947 $5,130 11.0% 2,335 14.4% $7.81 $87.59 $6.00 $20.5 $35.27 4.0x $2,161 $531 $1,485 9.5% 2,731 11.5% $7.24 $104.59 $6.04 $17.8 $30.62 ~3x * Adjusted to include HGT distribution

  12. Our Unique Advantages Acquisition expertise Focused intensity on domestic developmentNo distractions Consistent price hedging Depth of visible, confident growth prospects

  13. XTO’s Hedging Positions MCF or BBLSper day NYMEX Priceper MCF or BBLS Natural GasMcfe Price Production: 2009* Natural Gas Jan – Dec Jan – Dec Total NG Equivalent Jan – Dec 1,745,000 62,500 2,120,000 $ 10.69 $ 8.79 $ 117.11 Oil 2010 Natural Gas Jan – Dec Jan – Dec Total NG Equivalent Jan – Dec 730,000 27,500 895,000 $ 8.67 $ 126.65 $ 10.96 Oil * Includes early settled and reset swap agreements

  14. A Good Acquisition Company Must be a GREAT Development Company Low-risk drilling inventory 268% Delivered Growth 112%

  15. Ownership and Opportunities Expand Bakken Shale Trend Building Identify the target Test the theory Expand the position Powder River Basin Green River Basin Piceance Basin Uinta Basin Marcellus Shale Raton Basin NW Oklahoma Woodford San Juan Basin Arkoma/Fayetteville Mississippi Barnett Shale N Louisiana Rig Count 58 Haynesville Shale East Texas Permian Basin Offshore Gulf Coast Cook Inlet South Texas XTO leasehold

  16. Eastern Region - Freestone Trend • 10 TCFE Potential • Daily Production: 20 MMCFE to > 786 MMCFE Productive area3,400 mi2 Rischer Store PRODUCTION GROWTHMMCFEPD (gross operated) / Rig Count Navarro Limestone Reed Freestone Teague N. Personville Oaks Freestone Bear Grass Farrar Cumulative Production~ 1.3 TCF 466,000 acres (381,000 net) Bald Prairie Leon Robertson 75 miles XTO acreage 2008 acreage additions 46 miles

  17. XTO acreage Fort Worth Basin – Barnett Shale Growth WISE DENTON JACK PRODUCTION GROWTHMMCFEPD (gross operated) / Rig Count CORE PARKER TARRANT DALLAS TIER 1 Cumulative Production~ 610 BCF Fort Worth Weatherford HOOD JOHNSON ELLIS NET RESERVE GROWTH(BCFE) Cleburne SOMERVELL Ouachita Thrust Front HILL BOSQUE TIER 2 280,000 net acres

  18. Shale Basins 30% of DAILY GAS PRODUCTION Bakken ShaleGross Production: 13,000 BOPD 450,000 net acres Reserves/well: 300 - 600 MBOE 3 Rigs Marcellus Shale280,000 net acres Reserves/well: 2.0 – 4.0 BCF 1 Rig Fayetteville ShaleGross production: 60 MMCFPD 380,000 net acresReserves/well: 1.5 – 3.0 BCF 6 Rigs Woodford ShaleGross Production: 65 MMCFPD 160,000 net acresReserves/well: 2.5 – 5.0 BCF 3 Rigs Total Shale Potential1.7 million acres Barnett ShaleGross Production: 790 MMCFPD277,000 net acres (57% CORE)Reserves/well: 2.0 - 9.0 BCF 13 Rigs Haynesville Shale100,000 net acresReserves/well: 4.0 – 9.0 BCF 3 Rigs

  19. Shale Gas Basin Economics for XTO’s Premier Acreage Nat Gas@ $7.50ROR Nat Gas @ $5.00*ROR GrossEURBCFE Well Cost million F&D Costs per MCFE Play Barnett Core Fayetteville Woodford Haynesville Marcellus $2.8 $2.7 $5.0 $8.0 $3.5 3.3 2.2 3.8 6.5 3.0 $1.13 $1.46 $1.55 $1.58 $1.34 92% 65% 53% 59% 99% 47% 36% 32% 36% 70% * Reflects 20% reduction in well costs

  20. Eastern Region/Freestone Barnett Shale Fayetteville Shale Woodford Shale Eastern Region/Haynesville Uinta, San Juan & Raton Permian/S. Texas/GOM Marcellus Shale Bakken Shale 2,300 – 2,500 2,400 – 2,600 1,600 – 1,800 700 – 800 1,000 – 1,100 1,500 – 1,600 1,250 – 1,350 200 – 220150 – 25011,100 – 12,220 2009 Inventory for Development 30%Captured Resource GROWTH Y-O-Y XTO Reserve Potential(BCFE, net) Estimated F&D Cost($/MCFE) Drill Well Inventory 4,300 4,700 2,500 2,000 2,500 1,500 900 500 30019,200 $0.80 – 1.70 $0.80 – 1.80 $1.20 – 1.60 $1.20 – 1.75 $1.20 – 1.80 $0.50 – 1.50 $1.30 – 2.00 $1.00 – 1.40 $1.50 - 2.00 Total Booked PUD Reserves: 5 TCFE UNBOOKED LOW-RISK UPSIDES:14.2 TCFE

  21. 2010 Positioning for Growth Acceleration Setting the stage operationally for 10% production growth XTO’s shallow production profile substantiatesour ability to grow Amplify economic returns with lowest drilling costs into rising commodity prices

  22. Statements concerning production growth, cash-flow margins, finding costs, future gas prices, reserve potential and debt levels are forward-looking statements. Financial results are subject to audit by independent auditors. These statements are based on assumptions concerning commodity prices, drilling results, production, administrative costs and interest costs that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. In addition, acquisitions that meet the Company’s profitability, size and geographic and other criteria may not be available on economic terms. Further information on risks and uncertainties is available in the Company’s filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein. This presentation includes certain non-GAAP financial measures. Reconciliation and calculation schedules for the non-GAAP financial measures can be found on our website at www.xtoenergy.com. Reserve estimates and estimates of reserve potential or upside with respect to the pending acquisition were made by our internal engineers without review by an independent petroleum engineering firm. Data used to make these estimates were furnished by the seller and may not be as complete as that which is available for our owned properties. We believe our estimates of proved reserves comply with criteria provided under rules of the Securities and Exchange Commission. The Securities and Exchange Commission has generally permitted oil and gas companies, in their filings made with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation test to be economically and legally producible under existing economic and operating conditions. We use the terms reserve “potential” or “upside” or other descriptions of volumes of reserves potentially recoverable through additional drilling or recovery techniques that the SEC’s guidelines may prohibit us from including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being actually realized by the company.