FIRST AMENDMENT TO
EOG RESOURCES, INC. 1996 DEFERRAL PLAN
THIS AGREEMENT, by EOG Resources, Inc. (the "Company"),
WHEREAS, the Company maintains the EOG Resources, Inc. 1996 Deferral Plan (the "Plan");
WHEREAS, the Company retained the right in Section 16.12 of the Plan to amend the Plan from time to time;
WHEREAS, the Board of Directors of the Company approved resolutions authorizing the amendment of the
NOW, THEREFORE, the Company agrees that, effective September 10, 2002, Section Article IV of the Plan is
hereby amended and restated in its entirety to provide as follows:
IV. Investment Choices
Participants may choose to have their deferrals of compensation treated as having been invested in two types of
investment accounts. These are not mutually exclusive choices. A percentage of the deferred compensation may
be allocated to either account or the entire deferral may be allocated to only one account. However, the
allocation is irrevocable and funds cannot be transferred between the two accounts. Participants may choose
investments on a daily basis. The two accounts are:
4.1 Phantom Stock Account ("PSA"). Deferrals will be treated as if they had purchased shares of EOG
Resources, Inc. common stock at the closing stock price on the date of deferral.
4.2 Flexible Deferral Account ("FDA"). Deferrals will be treated as if they had been directed by Participants into
various investment choices, as determined by the Committee. Allocation of investment choices within the FDA
shall be made in increments of not less than 5% of a Participant's account balance. Participants may choose
investments on a daily basis.
IN WITNESS WHEREOF, the Company has executed this Agreement this 24th day of September 2002.
EOG RESOURCES, INC.
By: /s/ PATRICIA EDWARDS
Title: Vice President, Human Resources,
Administration and Corporate Secretary