1. April 21, 2004 IPAA Oil & Gas Investment Symposium

2. 2004 2 XTO Energy Corporate Overview Strategy: Consistent and profitable growth in natural gas and oil production through a proven process of quality acquisitions and low-risk internal development Equity market cap: S&P/Moody’s ratings: Shares outstanding: Pro forma production mix: Geographic focus: Pro forma R/P ratio: Management team: ~ $6.2 billion BBB-/Baa3 234 MM 87% gas, 13% liquids 100% U.S. 14.8 years Founders and senior members together 20+ years

3. 2004 3 XTO Energy Creating Value Through All Cycles RIGHT ASSETS Acquire the RIGHT ASSETS to grow NEW RESERVES Discover NEW RESERVES to grow The best acquisition companies are the best development companies Increasing ROR, optimize cash flow Strong balance sheet Low-risk, prolific upsides Long-lived, high margins

4. 2004 4 XTO Energy A Strategy of Measured Growth PROVED RESERVES (Bcfe)* * * Pro forma for 2004 acquisitions * Reserves 100% outside engineered by Miller & Lents, Ltd. +24% XTO STRATEGY Long-lived assets Low-risk inventory Opportunistic hedging Strategic acquisitions 28% compound annual growth rate 2003 PF**

5. 2004 5 XTO Energy Consistent Increase in Natural Gas Production GROWTH TARGETS 2004: ~ 18% to 20% 2005: ~ 10% to 12% AVERAGE PRODUCTION (MMcf per day) +30% 28% compound annual growth rate

6. 2004 6 XTO Energy A Steady Process of Acquire & Develop Disciplined acquisitions = More profitable growth 0% * Based on guidance issued 1/2004 & updated for acquisitions through February 23, 2004 PRODUCTION ADDITIONS (MMcfe per day)

7. 2004 7 XTO Energy Pursuit of the “Best Rock” drives XTO acquisitions Steady flow of acquisitions throughout gas price cycles Ultimately, opportunity drives deals, not arbitrary timing Good properties are never cheap, but always outperform Our economic returns today are better than ever Discipline in costs Maintaining low-risk activities Best cash margins per unit Naturally, our strategy requires replenishing the inventory Balancing Acquisitions with Development

8. 2004 8 XTO Energy Building a Property Base on Premier ‘Rock’ Cook Inlet Fontenelle Area San Juan Basin Raton Basin Permian Basin East Texas Arkoma Hugoton N. Louisiana Barnett Shale Maintaining a Competitive Advantage Decline curve management Expanding successful plays Tighter spacing & ‘Discovery Drilling’ Low-risk, high-margin 2004 Development Budget $520 MM

9. 2004 9 XTO Energy A Good Acquisition Company Must be a GREAT Development Company DEVELOPMENT RESERVES ADDED 1986 – 2003 (BCFE) Average Development Cost $0.59 per Mcfe 98%

10. 2004 10 XTO Energy XTO Energy’s Margin Analysis $2.87 CASH MARGIN INTEREST CASH COSTS* NYMEX Natural Gas Hedging (MMcf/d) 2004 (Mar - Dec): 392 @ $4.77 2005 (Jan - Dec): 100 @ $5.21 * * Development expenditures / development reserves additions (excluding revisions) * Includes LOE, G&A and taxes & transportation

11. 2004 11 XTO Energy $207 $61 XTO Growth Economics ~ 25% of cash flow required to replace reserves in 2004 Delivering Strong Returns on Double-Digit Production Growth FirstCall consensus estimates for 2004 revenue and cash flow ** FY 2000-2003 reflect actual F&D costs, 2004E assumes ~ $0.80/Mcfe * Cash provided by operating activities before changes in operating assets and liabilities and exploration expense Maintenance Development Budget**Growth Development Budget $106 $178 $188 $155 $143 $217 $156 $225 $235 $332 $250 $270 $470

12. 2004 12 XTO Energy How Can XTO Still Keep Growing? A shallow-decline production base requires minimal maintenance capital More ‘free cash flow’ is the XTO advantage ~ 75% of 2004 cash flow is available In our hands, properties grow from the inside out Reserves double over time Low operational risk Great cash returns Our team has developed top expertise in finding new discoveries Largest inventory in Company history Opportunities abound in America

13. 2004 13 XTO Energy Delivering Growth & Building Inventory DEFYING INTUITION Development corridor upsides are >50% of reserve base

14. 2004 14 XTO Energy Value Creation... Value Realization PROFITABLE GROWTH per share 23% CAGR Mcfe per share XTO stock up 15x since 1993 IPO

15. 2004 15 XTO Energy 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. 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. Disclaimer