XTO Xto Energy, Inc.

XTO Energy Restructures Equity Incentive Program FORT WORTH, Texas, Sept. 6 /PRNewswire-FirstCall/ -- XTO Energy Inc. (NYSE:XTO) today announced that the compensation committee of the Board of Directors will restructure the Company's equity incentive compensation program. For the five-member senior executive team, all future equity incentive grants will utilize stock options, and the use of performance shares will be discontinued for this group. Also, stock-based incentive awards will be allocated to a broader group of management and personnel to reflect the size of the Company and its growing number of key employees. A restructured incentive compensation plan, as approved by the Board of Directors, is expected to be submitted to the shareholders in October with a special shareholder meeting to be held in November to vote on the final proposed plan. This new compensation program is expected to continue to recommend stock incentive awards for employees equivalent to 6 - 7% of the stock price appreciation over time. XTO Energy Inc. is a premier domestic natural gas and oil producer engaged in the acquisition, exploitation and development of quality, long-lived gas and oil properties. The Company, whose predecessor companies were established in 1986, completed its initial public offering in May 1993. Its properties and activities are concentrated in Texas, New Mexico, Arkansas, Oklahoma, Louisiana, Kansas, Wyoming, Colorado, Utah and Alaska. This release can be found at http://www.xtoenergy.com/ Statements made in this news release, including those relating to the future stock incentive awards to employees, are forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates 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. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the availability of shares under a shareholder- approved plan. The Company undertakes no obligation to publicly update or revise any forward-looking statements. 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. DATASOURCE: XTO Energy Inc. CONTACT: Louis G. Baldwin, Executive Vice President & CFO, or Gary D. Simpson, Vice President - Investor, both of XTO Energy Inc., +1-817-870-2800 Web site: http://www.xtoenergy.com/

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