EOG RESOURCES, INC.
CHANGE OF CONTROL SEVERANCE PLAN
(As Amended and Restated Effective May 8, 2001)
WHEREAS, EOG Resources, Inc. ("Company") desires to provide severance benefits to eligible employees
terminated as a result of a Change of Control;
NOW, THEREFORE, the Company hereby adopts the following terms and conditions of the EOG Resources,
Inc. Change of Control Severance Plan ("Plan") for the benefit of its eligible employees.
Section 1 - Eligible Employees
The benefits provided pursuant to this Plan shall be available to all Company (including its subsidiaries, or
Affiliates) employees in the United States and on international assignment from the United States who meet all of
the following requirements:
(a) The employee is classified either as regular full-time or regular part-time and is not covered under any
collective bargaining agreement with the Company or a subsidiary, or Affiliate, thereof.
(b) The employee is Involuntarily Terminated on or within two years after a Change of Control of the Company.
However, if any company, division, subsidiary, or Affiliate, or other business operation of the Company or its
subsidiaries, or Affiliates is divested (whether in a stock or asset transaction) by the Company on or within two
years after a Change of Control (such business segment being referred to herein as a "Divested Entity"), such
divestiture shall not be deemed an Involuntary Termination of any employee employed by a Divested Entity,
including an employer of divested assets. No eligible employee shall receive a severance benefit under the Plan if
such employee receives an offer of employment at a location within fifty (50) miles from the employee's present
work site and at the employee's same or higher rate of Base Pay or accepts an offer of employment at any rate of
pay from a Divested Entity, including a purchaser, or Affiliate of a purchaser, of assets from the Company or any
of its subsidiaries, or Affiliates. Employees of such a Divested Entity, incl