THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this 20th of June, 2001, and made effective as of June 1, 2001, by and between
EOG Resources, Inc., f.k.a. Enron Oil & Gas Company ("Employer"), and Mark G. Papa ("Employee") is an
amendment to that certain Employment Agreement dated effective as of November 1, 1997 (as heretofore
amended, the "Employment Agreement").
WHEREAS, the parties desire to amend the Employment Agreement as provided herein;
NOW, THEREFORE, in consideration thereof and of the mutual covenants contained herein, the parties agree as
1. Exhibit A to the Employment Agreement is hereby deleted in its entirety and a new Exhibit A, in the form
attached hereto as Exhibit A and effective as of June 1, 2001, is substituted therefor.
2. Section 1.2 is hereby deleted in its entirety and the following is substituted therefor:
" 1.2 Employee initially shall be employed in the position set forth on Exhibit A. Employee agrees to serve in the
assigned position and to perform diligently and to the best of Employee's abilities the duties and services
appertaining to such position as determined by Employer, as well as such additional or different duties and
services appropriate to such position which Employee from time to time may be reasonably directed to perform
by Employer. Employee shall at all times comply with and be subject to such policies and procedures as
Employer may establish from time to time."
3. Section 1.3 is hereby revised to remove reference to Enron.
4. Article 1, Section 1.6 is hereby revised to change references to "Employer's Chairman" to "Employer's Board
5. Section 2.1 is hereby deleted in its entirety and the following is substituted therefor:
" 2.1 Employee's annual base salary during the Term shall be not less than the amount set forth under the heading
"Annual Base Salary" on Exhibit A, subject to increase at the sole discretion of the Employer, which shall be paid