EXHIBIT 99.2

10,000,000 SHARES

PIONEER NATURAL RESOURCES COMPANY
("COMPANY")

COMMON STOCK

TERMS AGREEMENT

April 16, 2002

TO: THE REPRESENTATIVES OF THE UNDERWRITERS IDENTIFIED HEREIN

Dear Sirs:

The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, on and subject to the terms and
conditions of the Underwriting Agreement filed as an exhibit to the Company's
registration statement on Form S-3 (No. 333-42315) ("UNDERWRITING Agreement"),
the following securities ("OFFERED SECURITIES") on the following terms:

TITLE: Common Stock, par value $.01 per share.

NUMBER OF SHARES: 10,000,000

OVER-ALLOTMENT: In addition, upon written notice from the
Representatives given to the Company from time to time not more than 30 days
subsequent to the date hereof, the Underwriters may purchase up to 1,500,000
additional shares of the Offered Securities (the "Optional Securities") at the
purchase price. If such notice is given, then the Company agrees to sell to the
Underwriters the Optional Securities, and the Underwriters agree, severally and
not jointly, to purchase such Optional Securities. Such Optional Securities
shall be purchased for the account of each Underwriter in the same proportion as
the Number of Offered Securities set forth opposite such Underwriter's name on
Schedule A hereto (subject to adjustment by the Representatives to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Offered
Securities. No Optional Securities shall be sold or delivered unless the Offered
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by the Representatives to the
Company.

PURCHASE PRICE: $20.56 per share.

PRICE TO PUBLIC: $21.50 per share.

CLOSING: 9:00 A.M. on Monday, April 22, 2002, at the offices of
Vinson & Elkins L.L.P., Dallas, Texas, in Federal (same day) funds.

BLACKOUT: Until 60 days after the date of the Terms Agreement.
With respect to the Company, the Blackout does not apply to (i) the conversion,
exercise or exchange of options, warrants or other securities existing on the
date hereof pursuant to their terms, (ii) the replenishment of the Company's
unallocated shelf registration statement up to $1 billion of total securities,
(iii) offers of, agreements to issue, and public disclosure of the intention to
make an offer or sale of, securities of the Company as consideration in a
negotiated acquisition by the Company or any of its subsidiaries or affiliates
of an entity, business or assets so long as no securities of the Company are
issued prior to the expiration of the Blackout, or (iv) the offer and sale of
securities pursuant to the Company's employee benefit and long-term incentive
plans existing on the date hereof. With respect to the directors and executive
officers of the Company, the Blackout does not apply to an aggregate of up to
200,000 shares of common stock that may be disposed of under the Company's
401(k) plan or long-term incentive plans, such 200,000 shares to be allocated
among such directors and executive officers by the chief executive officer of
the Company.

NAMES AND ADDRESSES OF THE REPRESENTATIVES:

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629

Banc of America Securities LLC
9 West 57th Street
48th Floor
New York, NY 10019

J.P. Morgan Securities Inc.
277 Park Avenue
9th Floor
New York, NY 10017

Lehman Brothers Inc.
745 Seventh Avenue
New York, NY 10019

The respective numbers of shares of the Offered Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.

The provisions of the Underwriting Agreement are incorporated herein by
reference.

The Offered Securities will be delivered through the facilities of The
Depository Trust Company unless you otherwise instruct.

For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus Supplement
furnished on behalf of each Underwriter: (i) the concession and discount figures
appearing in the fourth paragraph, the last sentence of the sixth paragraph,
paragraphs eleven and twelve under the caption "Underwriting" in the prospectus
supplement; and (ii) the following information in the prospectus supplement
furnished on behalf of First Union Securities, Inc.: the thirteenth paragraph
under the caption "Underwriting" in the prospectus supplement.

If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement among the Company, Pioneer Natural
Resources USA, Inc. and the several Underwriters in accordance with its terms.

Very truly yours,

PIONEER NATURAL RESOURCES COMPANY

By: /s/ Richard P. Dealy
-------------------------------------------

Name: Richard P. Dealy
Title: Vice President and Chief Accounting
Officer

PIONEER NATURAL RESOURCES USA, INC.

By: /s/ Richard P. Dealy
-------------------------------------------

Name: Richard P. Dealy
Title: Vice President and Chief Accounting
Officer

CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.
Acting on behalf of themselves and as the
Representatives of the several
Under-writers

By CREDIT SUISSE FIRST BOSTON CORPORATION

By /s/ Robert Wheeler
-------------------------------------------
Name: Robert Wheeler
Title: Managing Director

SCHEDULE A

<Table>
<Caption>
NUMBER OF FIRM SECURITIES
UNDERWRITER TO BE PURCHASED
-------------------------

Credit Suisse First Boston Corporation ............................... 1,470,000
Banc of America Securities LLC ....................................... 1,470,000
J.P. Morgan Securities Inc. .......................................... 1,470,000
Lehman Brothers Inc. ................................................. 1,470,000
Deutsche Bank Securities Inc. ........................................ 560,000
First Union Securities, Inc. ......................................... 560,000
Friedman, Billings, Ramsey & Co. ..................................... 560,000
Howard Weil, a division of Legg Mason Wood Walker, Inc. .............. 560,000
Johnson Rice & Company, L.L.C. ....................................... 560,000
Petrie Parkman & Co, Inc. ............................................ 560,000
Raymond James & Associates, Inc. ..................................... 560,000
First Albany Corporation ............................................. 50,000
Frost Securities, Inc. ............................................... 50,000
RBC Dain Rauscher Inc. ............................................... 50,000
Stifel, Nicolaus & Company, Incorporated ............................. 50,000

Total .............................................. 10,000,000
============
</Table>