CHANGE OF CONTROL AGREEMENT
This Agreement between EOG Resources, Inc., a Delaware corporation (the "Company"), and Timothy K.
Driggers (the "Employee") is effective as of this 31st day of August, 2004 (the "Effective Date"). Certain
capitalized terms used herein are defined in Section 20.
Whereas, the Company considers it to be in the best interests of its stockholders to encourage the continued
employment of certain key employees of the Company notwithstanding the possibility, threat or occurrence of a
Change of Control of the Company; and
Whereas, the Employee is a key employee of the Company; and
Whereas, the Company believes that the possibility of the occurrence of a Change of Control of the Company
may result in the termination by the Employee of the Employee's employment by the Company or in the
distraction of the Employee from the performance of Employee's duties to the Company, in either case to the
detriment of the Company and its stockholders; and
Whereas, the Company recognizes that the Employee could suffer adverse financial and professional
consequences if a Change of Control of the Company were to occur; and
Whereas, the Company wishes to enter into this Agreement to protect the Employee if a Change of Control of
the Company occurs, thereby encouraging the Employee to remain in the employ of the Company and not to be
distracted from the performance of Employee's duties to the Company by the possibility of a Change of Control
of the Company;
Now, Therefore, the parties agree as follows:
SECTION 1. OTHER EMPLOYMENT ARRANGEMENTS.
(a) This Agreement does not affect the Employee's existing or future employment arrangements with the
Company unless a Change of Control of the Company shall have occurred before the expiration of the term of
this Agreement. The Employee's employment with the Company shall continue to be governed by the Employee's
existing or future employment agreements with the Company, if any, or, in the absence of any employme