EXHIBIT 99.12

                      EOG RESOURCES, INC.
               CHANGE OF CONTROL SEVERANCE PLAN
       (As Amended and Restated Effective June 15, 2005)

     WHEREAS, EOG Resources, Inc. ("Company") desires to
provide severance benefits to eligible employees terminated as
a result of a Change of Control;

     WHEREAS, the Company sponsors the Change of Control
Severance Plan, as amended and restated effective May 8, 2001
(the "COC Severance Plan");

     WHEREAS, the Company wishes to further modify the COC
Severance Plan in accordance with Section 9 hereof and to
restate the COC Severance Plan in its entirety as set forth
below.

     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, including employees who accept an offer of employment
from such a purchaser, or Affiliate of a purchaser, of assets,
who remain employed by the Divested Entity subsequent to the
divestiture shall not be eligible for benefits under the Plan
merely by reason of the divestiture, but any such employee who
is thereafter Involuntarily Terminated within twelve months of
the closing date of the divestiture shall continue to be
eligible for benefits under this Plan, subject to the
provisions of Section 2(a)(ii).

Section 2  -   Benefits

     (a)  Subject to Paragraph (c) of this Section 2, an eligible
employee who is Involuntarily Terminated shall receive a
severance payment in an amount equal to the greater of:  (1)
six (6) months of Base Pay, or (2) the aggregate sum of:  (A)
two weeks of Base Pay per Year of Service or portion thereof,
plus (B) one month of Base Pay for each $10,000 or portion
thereof of the employee's annual Base Pay, plus (C) one month
of Base Pay for each five percent (5%) of such employee's
annual bonus award opportunity, if any, or portion thereof
under the Company's annual bonus program in effect immediately
prior to the Change of Control (or on the Date of Termination,
if greater).

     (i)  Payment of the severance benefit provided above shall be
     made in cash in a lump sum within fifteen (15) days of the
     date the Company (or its subsidiaries or Affiliates, or a
     Divested Entity, as the case may be) receives the employee's
     executed release as provided for in Section 4.

     (ii) Notwithstanding anything to the contrary in this Plan,
     the amount of the severance payments provided under this Plan
     shall be in lieu of any other layoff or severance benefits of
     the Company or its subsidiaries, or Affiliates (not described
     in clauses (A) through (D) below), and shall be reduced by any
     severance payments receivable by the employee from (A) any
     individual contractual severance arrangement (whether under an
     employment contract, consulting agreement or other agreement)
     in effect between the employee and the Company or any of its
     subsidiaries, or Affiliates, or a Divested Entity, (B) any
     severance or layoff plan of any Divested Entity of the
     company, including a purchaser of assets, after divestiture of
     such entity, and (c) any monies or compensation payable to
     terminated employees by the Company or any of its
     subsidiaries, or Affiliates, or a Divested Entity pursuant to
     any governmental, statutory or regulatory program or scheme.

     (b)  For purposes of this Plan:

     (iii)     "Base Pay" shall mean the greater of the employee's
     compensation from the Company or its subsidiaries, or
     Affiliates at the regular hourly, monthly, annual or other
     applicable rate which was in effect immediately prior to the
     employee's Involuntary Termination or immediately prior to the
     Change of Control.

     (iv) "Year of Service" with respect to regular full-time
     employees shall mean each aggregate period of 365 Days of
     Employment with the Company, or an Affiliate thereof,
     commencing with the employee's date of hire or rehire. A "Day
     of Employment" shall mean a day on which the employee is
     included in the current payroll records of the Company, or an
     Affiliate thereof.  Days of Employment and Years of Service
     shall be aggregated under this Plan only so long as the period
     of continuous Days of Employment occurring prior to any
     interruption in such period is equal to or greater than the
     number of days of such interruption; otherwise, only the most
     recent continuous period of Days of Employment and Years of
     Service shall be counted under this Plan. Any period of
     authorized leave, layoff, or disability shall not count as an
     interruption in employment so long as an employee returns to
     work at the time such status ceases. A Day of Employment shall
     include a day during which an employee of the Company, or a
     subsidiary, or Affiliate, thereof, was included on the payroll
     records of any company acquired by the Company or its
     subsidiaries, or Affiliates. "Year of Service" with respect to
     a part-time employee shall mean the greatest number of
     aggregate years of service for which such employee is given
     credit for benefit accrual purposes under any single qualified
     retirement or pension plan of the Company, or an Affiliate
     thereof. For employees who have been on both regular full-time
     status and part-time or temporary status, Years of Service
     shall be computed separately for each status according to the
     foregoing rules and aggregated for total Years of Service.

     (c)  The Aggregate Present Value (as defined below) of the
     benefit amount calculated as a lump sum under Paragraph (a) of
     this Section 2 on the Involuntary Termination Date shall not
     exceed the lesser of the following amounts:

     (i)  2.99 multiplied by the Base Amount as defined herein, or

     (ii) three times the sum of (A) and (B) where (A) equals
     employee's annual Base Pay and (B) equals 100% of employee's
     annual bonus target award, if any, under the Company's annual
     bonus program as in effect immediately prior to the Change of
     Control Date (or if no target annual bonus for the year in
     which the Change of Control occurs has been set, the target
     annual bonus for the immediately prior year) (or if increased,
     immediately prior to the Termination Date).

     For the purpose of this Section 2(c), "Aggregate Present
Value" shall have the meaning provided under Section
1274(b)(2) of the Internal Revenue Code of 1986, as amended
(the "Code"). If any federal or state tax withholding is
required to be made from such benefit amount, the Company (or
its subsidiary, or Affiliate, or a Divested Entity, as the
case may be) may withhold the required amount from any benefit
payable under the Plan.

     (d)  Anything in this Plan to the contrary notwithstanding, in
the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the
employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise
(a "Payment"), would be subject to the excise tax imposed by
section 4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the employee shall be
entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the employee
of all taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax imposed upon
the Gross-Up Payment, the employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.  Subject to the provisions of this Section 2(d), all
determinations required to be made hereunder, including
whether a Gross-Up Payment is required and the amount of such
Gross-Up Payment, shall be made by a nationally recognized
public accounting firm chosen by the Company (the "Accounting
Firm") at the sole expense of the Company, which shall provide
detailed supporting calculations both to the Company and the
employee within 15 business days of the date of termination of
the employee's employment, if applicable, or such earlier time
as is requested by the Company.  If the Accounting Firm
determines that no Excise Tax is payable by the employee, the
Accounting Firm shall furnish the employee with an opinion
that he has substantial authority not to report any Excise Tax
on his federal income tax return.  Any determination by the
Accounting Firm shall be binding upon the Company and the
employee.  As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments, which will not have been made by the
Company should have been made (an "Underpayment"), consistent
with the calculations required to be made hereunder.  If the
Company exhausts its remedies pursuant hereto and the employee
thereafter is required to make a payment of any Excise Tax,
the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall
be promptly paid by the Company to or for the benefit of the
employee.

     The employee shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the
employee knows of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is
requested to be paid.  The employee shall not pay such claim
prior to the expiration of the thirty (30)-day period
following the date on which it gives such notice to the
Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the
Company notifies the employee in writing prior to the
expiration of such period that it desires to contest such
claim, the employee shall:

          (i)  give the Company any information reasonably
               requested by the Company relating to such
               claim,

          (ii) take such action in connection with contesting
               such claim as the Company shall reasonably
               request in writing from time to time, including
               (without limitation) accepting legal
               representation with respect to such claim by an
               attorney reasonably selected by the Company,

         (iii) cooperate with the Company in good faith
               to effectively contest such claim, and

          (iv) permit the Company to participate in any
               proceedings relating to such claim;

provided that the Company shall bear and pay directly all
costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold the employee harmless, on an after-tax
basis, for any Excise Tax or income tax, including interest
and penalties with respect thereto, imposed as a result of
such representation and payment of costs and expenses. Without
limitation on the foregoing provisions hereof the Company
shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and
all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the employee to pay
the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the employee agrees to prosecute
such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine,
provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the
employee with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the employee shall be entitled
to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing
authority.

     If, after the receipt by the employee of a Gross-Up
Payment or the payment by the Company of any claim by the
Internal Revenue Service pursuant hereto, the employee becomes
entitled to receive, and receives, any refund with respect to
such claim, the employee shall (subject to the Company's
complying with the requirements hereof) promptly pay to the
Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto).

     (e)  Any severance payment to which an eligible employee may
become entitled under this Plan shall be reduced in proportion
to any amounts received by the eligible employee under any
other severance plan maintained by the Company (or its
subsidiaries or Affiliates, or a Divested Entity) or any
agreement entered into between the eligible employee and the
Company (or its subsidiaries or Affiliates, or a Divested
Entity).

Section 3  -   Involuntary Termination

     For purposes of this Plan, "Involuntary Termination" or
"Involuntarily Terminated" shall mean:

     (a)  Termination of an eligible employee's employment with the
Company (or its subsidiaries, or Affiliates, or a Divested
Entity) at the election of the Company (or its subsidiary, or
Affiliate, or the new owners of a Divested Entity) for any
reason except a Termination for Cause, as defined below.

     (i)  "Termination for Cause" shall mean termination at the
     election of the Company (or a subsidiary, or Affiliate,
     thereof or the new owners of a Divested Entity) by reason of
     the employee's (A) conviction of a felony involving moral
     turpitude (which, through lapse of time or otherwise, is not
     subject to appeal), (B) willful refusal without proper legal
     cause to perform employee's duties and responsibilities, or
     (C) willfully engaging in conduct which the employee has, or
     in the opinion of the Company (or its subsidiary, or
     Affiliate, or the new owners of a Divested Entity) should
     have, reason to know is materially injurious to the Company
     (or a subsidiary, or Affiliate, or the new owners of the
     Divested Entity).

     (b)  "Termination for Good Reason" which, for purposes of the
Plan, shall mean termination, by written notice from an
eligible employee setting forth the particulars and delivered
to and received by the Company (or its subsidiary, or
Affiliate, or a Divested Entity, as the case may be), by the
employee of his employment with the Company (or one of its
subsidiaries, or Affiliates, or a Divested Entity) in
connection with or based upon and within 90 days of:

     (i)  a reduction in Employee's Base Pay or, excluding a
     reduction of benefits by reason of a divestiture described in
     Section 1, the failure to continue the employee's full
     participation in any employee benefit plan or program (unless
     replaced by a substantially comparable plan or program) in
     which employee is eligible to participate prior to the
     notification (other than as a result of the normal expiration
     of such plan or program), other than a reduction in benefits
     or failure to continue benefits that is part of a general
     program to reduce benefits on a proportional basis relative to
     all other employees of the Company (or its subsidiary, or
     Affiliate, or a Divested Entity, as the case may be); or

     (ii) a relocation of the employee's primary place of work to a
     location more than 50 miles away from the employee's primary
     place of work at the time of the notice (provided, however,
     this clause (iii) shall no longer apply to an employee after
     he has accepted any such relocation after the Change of
     Control Date and the above referenced 90 day period has
     passed);

     provided, however, in any event the Company (or its
subsidiary, or Affiliate, or a Divested Entity, as the case
may be) shall have a period of not less than thirty (30) days
after the receipt of such written notice by the employee to
remedy the situation. In the event the particular facts
described by the employee in his or her notice do not
constitute an Involuntary Termination, or the Company (or its
subsidiary, or Affiliate, or a Divested Entity, as the case
may be) remedies the situation during such remedial period of
time, the employee shall not be entitled to severance benefits
under the Plan with respect thereto.

Section 4  -   Release

     Notwithstanding any other provision of this Plan, no
eligible employee who is Involuntarily Terminated shall
receive a severance benefit hereunder unless such employee (i)
executes and returns to the Company (or its subsidiary, or
Affiliate, or a Divested Entity, as the case may be) within
such time frame as determined by the Company (or its
subsidiary, or Affiliate, or a Divested Entity, as the case
may be), not to exceed forty-five (45) days after the later of
(x) the date of receipt of the release by the employee or (y)
the Involuntary Termination Date, a written release in the
form prescribed by the Company (or its subsidiary, or
Affiliate, or a Divested Entity, as the case may be) in its
sole discretion from any and all claims pertaining to his or
her employment and separation from employment with the Company
(or its subsidiary, or Affiliate, or a Divested Entity, as the
case may be), that may arise under applicable federal, state
or local law, including, but not limited to, the Federal Age
Discrimination in Employment Act, and (ii) does not
subsequently revoke the foregoing release within seven (7)
days after its execution and delivery to the Company (or its
subsidiary, or Affiliate, or a Divested Entity, as the case
may be). In the event the last day of these applicable time
periods is not a Business Day, the period shall be extended
until the next following Business Day. For purposes of this
Section 4, "Business Day" shall mean any day of the year
except Saturday, Sunday and any day on which the Company (or
its subsidiaries, or Affiliates, or a Divested Entity, as the
case may be) is closed.

Section 5  -   Definitions

     For purposes of this Plan, all capitalized terms shall
have the meanings ascribed to them below or as defined
elsewhere in this Plan:

     (a)  "Affiliate" is used to indicate a relationship to a
specified Person and shall mean a person who directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such specified
Person.

     (b)  "Associate" is used to indicate a relationship with a
specified Person and shall mean (i) any corporation,
partnership or other organization to which such specified
Person is an officer or partner or is, directly or indirectly,
the Beneficial Owner of ten percent (10%) or more of any class
equity securities, (ii) any trust or other estate in which
such specified Person has a substantial beneficial interest or
as to which such specified Person serves as trustee or in a
similar fiduciary capacity, (iii) any relative or spouse of
such specified Person, or any relative of such spouse, who has
the same home as such specified Person or who is a director or
officer of the Company or any of its parents or subsidiaries,
or Affiliates, and (iv) any person who is a director or
officer of such specified Person or any of its parents or
subsidiaries, or Affiliates (other than the Company or any
wholly-owned subsidiary, or Affiliate, of the Company).

     (c)  "Base Amount" shall have the meaning provided under
Section 280G(b)(3) of the Code and applicable regulations
issued thereunder.

     (d)  "Beneficial Owner" shall be defined by reference to Rule
13d-3 under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation; provided, however, and
without limitation, any individual, corporation, partnership,
group, association or other person or entity which has the
right to acquire any Voting Stock at any time in the future,
whether such right is contingent or absolute, pursuant to any
agreement, arrangement or understanding or upon exercise of
conversion rights, warrants or options, or otherwise, shall be
the Beneficial Owner of such Voting Stock.

     (e)  "Change of Control" means:

          (1)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (A) the then-outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") or (B) the combined voting power of the then-
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that, for
purposes of this clause (1), the following acquisitions shall
not constitute a Change of Control:  (i) any acquisition
directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or
any Affiliated Company,  (iv) any acquisition by any
corporation pursuant to a transaction that complies with
subclauses (A), (B) and (C) of clause (3) of this definition
or (v) an acquisition by a Qualified Institutional Investor,
but only for so long as such investor remains a Qualified
Institutional Investor;

          (2)  Individuals who, as of May 3, 2005, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board;

          (3)  Consummation of a reorganization, merger, consolidation
or sale or other disposition of all or substantially all of
the assets of the Company or the acquisition of the assets or
stock of another entity (a "Business Combination"), in each
case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entitles that were
the beneficial owners of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly
or indirectly, more than 60% of the then-outstanding shares of
common stock and the combined voting power of the then-
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a
result of such transaction, owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries, or Affiliates) in
substantially the same proportions as their ownership
immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (B) no Person
(excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business
Combination or the combined voting power of the then-
outstanding voting securities of such corporation, except to
the extent that such ownership existed prior to the Business
Combination, and (C) at least a majority of the members of the
board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination;
or

          (4)  Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

     (f)  "Change of Control Date" shall mean the day on which a
Change of Control becomes effective.

     (g)  "Involuntary Termination Date" shall mean employee's last
date of employment by reason of an Involuntary Termination.

     (h)  "Permanent Disability" shall mean such permanent
disability that qualifies employee for benefits under
Company's long-term disability benefit plan covering the
employee at the time.

     (i)  "Person" shall mean an individual, corporation,
partnership, association, joint-stock company, trust,
unincorporated organization or government or political
subdivision thereof.

     (j)  "Qualified Institutional Investor" shall mean, as of any
time of determination, a Person that is described in Rule 13d-
l(b)(1) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (as such Rule is in effect on
the date hereof) and is eligible to report (and, if such
Person is the Beneficial Owner of greater than 5% of the
shares of common stock of the Company ("Common Shares"), does
in fact report) beneficial ownership of Common Shares on
Schedule 13G, and such Person (i) is not required to file a
Schedule 13D (or any successor or comparable report) with
respect to its beneficial ownership of Common Shares, and (ii)
shall be the Beneficial Owner of less than 15% of the Common
Shares then outstanding; provided, however, that a Person
which would constitute a Qualified Institutional Investor
except for its failure to satisfy clause (ii) of this
definition shall nonetheless constitute a Qualified
Institutional Investor if (A) such Person or an Affiliate of
such Person shall have, as of December 31, 2004, reported
beneficial ownership of greater than 5% of the Common Shares
for a period of two consecutive years and shall thereafter
continuously beneficially own greater than 5% of the Common
Shares then outstanding prior to the time of determination,
(B) shall be the Beneficial Owner of less than 15% of the
Common Shares then outstanding (including in such calculation
the holdings of all of such Person's Affiliates and Associates
other than those which, under published interpretations of the
SEC or its Staff, are eligible to file separate reports on
Schedule 13G with respect to their beneficial ownership of the
Common Shares), and (C) such Person shall be the Beneficial
Owner of less than 30% of the Common Shares then outstanding.

      Solely for the purposes of the above definition of
"Qualified Institutional Investor", a person shall be deemed
to be the "Beneficial Owner" of and shall be deemed to
"beneficially own" any securities (i) which such Person or any
of such Person's Affiliates or Associates beneficially owns,
directly or indirectly; (ii) which such Person or any of such
Person's Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or
understanding (other than customary agreements with and
between underwriters and selling group members with respect to
a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of
such Person's Affiliates or Associates until such tendered
securities are accepted for purchase or exchange; or (B) the
right to vote pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, any
security if the agreement, arrangement or understanding to
vote such security (1) arises solely from a revocable proxy or
consent given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations promulgated under the
Exchange Act and (2) is not also then reportable on Schedule
13D under the Exchange Act (or any comparable or successor
report); or (iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or any
of such Person's Affiliates or Associates has any agreement,
arrangement or understanding (other than customary agreements
with and between underwriters and selling group members with
respect to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except to the extent
contemplated by the proviso to (ii)(B) above) or disposing of
any securities of the Company.

     (k)  "Voting Stock" shall mean all outstanding shares of
capital stock of the Company entitled to vote generally in
elections for directors, considered as one class; provided,
however, that if the Company has shares of Voting Stock
entitled to more or less than one vote for any such share,
each reference to a proportion of shares of Voting Stock shall
be deemed to refer to such proportion of the votes entitled to
be cast by such shares.

Section 6  -   Named Fiduciary

     The Company shall be the named fiduciary for purposes of
carrying out the operation and administration of this Plan.
The Company may designate one or more of its employees to
carry out the fiduciary responsibilities of the Company under
this Plan.

Section 7  -   Administration

     (a)  Administration of the Plan.  The Plan shall be
administered by the Compensation Committee of the Board of
Directors of the Company (the "Compensation Committee") or its
designee as shall be designated from time to time (the "Plan
Administrator"), provided that in the event of an impending
Change of Control, the Plan Administrator may appoint (a) a
person who is an Incumbent Director immediately prior to the
Change of Control or (b) a person or persons who are
independent of the Company or persons operating under its
control or on its behalf to be the Plan Administrator
effective upon the occurrence of a Change of Control, and such
Plan Administrator shall not be removed following a Change of
Control.  If such person determines in his or her discretion
to no longer be the Plan Administrator following a Change of
Control, the Company may appoint a successor Plan
Administrator who is (i) a person who was an Incumbent
Director immediately prior to the Change of Control or (ii)
independent of the Company or persons operating within its
control or on its behalf.  For purposes of performing services
under this Plan, following a Change of Control, the Plan
Administrator who is appointed pursuant to this Section 7(a)
shall be paid an amount on a monthly basis equal to one
twelfth of the annual cash director fee for non-employee
directors in effect immediately prior to the Change of
Control.  The Plan Administrator shall have authority to
delegate responsibility for the operation and administration
of the Plan.  Subject to the express provisions of the Plan,
including without limitation Section 9 below, and the rights
of eligible employees pursuant thereto, the Plan Administrator
shall have discretionary authority to (i) adopt, alter and
repeal such administrative rules, guidelines and practices
governing the Plan as the Plan Administrator shall, from time
to time, deem advisable; (ii) resolve all questions or
ambiguities relating to the interpretation and application of
the Plan (and any notices or agreements relating thereto);
(iii) make eligibility and benefit determinations under the
Plan, including any factual determinations relevant thereto;
and (iv) otherwise supervise the administration of the Plan in
accordance with the terms hereof.  The decision of the Plan
Administrator upon all matters within the scope of its
authority shall be conclusive and binding on all parties.

     (b)  Indemnification of Plan Administrator.  In addition to
such other rights of indemnification applicable to the Plan
Administrator, the Plan Administrator shall be indemnified by
the Company against the reasonable expenses, including
attorney's fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding,
or in connection with any appeal therein, to which the Plan
Administrator may be a party by reason of any action taken or
failure to act under or in connection with the Plan, and
against all amounts paid by the Plan Administrator in
settlement thereof (provided such settlement is approved by
the Board of Directors of the Company) or paid by the Plan
Administrator in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as
to which it shall be determined in such action, suit or
proceeding that the Plan Administrator has acted in bad faith;
provided, however, that within sixty (60) days after receipt
of notice of institution of any such action, suit or
proceeding, the Plan Administrator shall offer the Company in
writing the opportunity, at its own cost, to handle and defend
the same.

     (c)  Notice. Any notice required to be delivered by the
Company or the Plan Administrator or by an eligible employee
under this Plan shall be deemed delivered to the Company and
to the eligible employee when deposited in the U.S. mails, and
addressed to the Company's Vice President, Human Resources,
Administration & Corporate Secretary and to the eligible
employee at his or her last known address as reflected on the
books and records of the Company.

Section 8  -   Funding

     All funds required to provide for payments to be made
under this Plan shall come from the general assets of the
Company and its subsidiaries, or Affiliates.

Section 9  -   Amendment and Termination

     This Plan may be amended or terminated by the separate
approval of the Board of Directors of the Company and the
Compensation Committee at any time for any reason; provided,
however, no termination of this Plan shall occur, and no
amendment shall reduce or restrict the benefits provided
hereunder for two years following a Change of Control Date.
Notwithstanding the above, the Plan may only be terminated or
amended to the detriment of employees of the Company (its
subsidiaries or Affiliates, or a Divested Entity) upon giving
at least two years' notice to employees affected by the
termination or amendment of the Plan.  Termination or
amendment of the Plan shall not affect the rights of employees
who are Involuntarily Terminated prior to the date such
termination or amendment is approved.

Section 10  -  Death, Disability or Retirement

     In the event of the employee's death, retirement, or
Permanent Disability following the employee's Involuntary
Termination Date, the employee or the employee's legal
representatives shall be entitled to receive the balance of
any unpaid amounts payable under this Plan. In no event will
the employee or the employee's legal representatives receive
payments under this Plan if the employee dies, retires or
becomes Permanently Disabled prior to his Involuntary
Termination Date.

Section 11  -  No Right to Employment

     This Plan does not constitute or imply a contract between
the Company and its employees. Further, this Plan creates no
Company obligation nor any individual obligation, right,
privilege, term, or condition of employment. The Company (or a
subsidiary, or Affiliate, thereof) may at any time dismiss an
employee from employment, free from any liability or any claim
under this Plan unless otherwise expressly provided in the
Plan.

Section 12  -  Governing Law

     The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined
in accordance with applicable federal law, and to the extent
not preempted thereby, with the laws of the State of Texas
notwithstanding any conflict of law principles.

Section 13  -  Severability

     If any provision of this Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction,
such provision shall be construed or deemed amended to conform
to applicable laws. If it cannot be so construed or deemed
amended without, in the sole determination of the Company,
materially altering the intent of the Plan, such provision
shall be stricken as to such jurisdiction and the remainder of
the Plan shall remain in full force and effect.

Section 14  -  Claims

     All claims for benefits under the Plan by an eligible
employee shall be made in writing to the Company within sixty
(60) days of the date of the alleged occurrence giving rise to
the claim.  If the Company, or any person(s) designated for
the purpose of claims resolution, believes that the claim
should be denied, the claimant shall be notified in writing of
the denial of the claim within thirty (30) days after the
Company's receipt of the claim. Such notice shall:

     (a)  set forth the specific reason or reasons for the denial,
making reference to the pertinent provisions of the Plan on
which the denial is based;

     (b)  describe any additional material or information that
should be received before the claim may be acted upon
favorably and explain the reason why such material or
information, if any, is needed; and

     (c)  inform the claimant of his or her right pursuant to this
Section 14 to request review of the decision by the Company.

     A claimant who believes that he or she has submitted all
available and relevant information may appeal the denial of a
claim to the Company by submitting a written request for
review within sixty (60) days after the date on which such
denial is received. The person making the request for review
may examine the Plan documents and the request for review may
discuss any issues relevant to the claim. The Company shall
decide whether or not to grant the claim within thirty (30)
days after receipt of the request for review, but this period
may be extended by the Company for up to an additional thirty
(30) days in special circumstances. The Company's decision
shall be in writing, shall include specific reasons for the
decision, and shall refer to pertinent provisions of the Plan
on which the decision is based.

     Any and all disputes that may arise between the Company
and the claimant following the exhaustion of the claims
procedures provided for under the Plan shall be resolved by a
court of competent jurisdiction.

Section 15  -  Section 409A.  Notwithstanding anything
herein to the contrary, it is intended that no payments or
benefits provided for under this Plan shall be "deferred
compensation" subject to Section 409A of the Code ("Section
409A").  The Company shall amend the Plan to the extent
determined by the Plan Administrator to be necessary to avoid
the imposition of tax and interest under Section 409A;
provided that no such amendment shall reduce the present value
of payments and benefits under the Plan.

Section 16  -  Effective Date

     This amended and restated Plan is effective as of June
15, 2005.



IN WITNESS WHEREOF the Company has executed this Plan
effective as of the date above written.

                              EOG RESOURCES, INC.


                              By: /s/ PATRICIA EDWARDS

                              Title:  Vice President, Human Resources,
                                       Administration & Corporate Secretary



Attest: /s/ CANDICE WELLS
        Assistant Secretary