As filed with the Securities and Exchange Commission on March 8, 2002
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter) 

                    DELAWARE                                  47-0684736
(State or other jurisdiction of incorporation or           (I.R.S. Employer
                  organization)                           Identification No.)

           333 CLAY STREET, SUITE 4200
                 HOUSTON, TEXAS                                  77002
    (Address of Principal Executive Offices)                  (Zip Code)

EOG RESOURCES, INC. 1996 DEFERRAL PLAN
(Full title of the plans)

BARRY HUNSAKER, JR.
EOG RESOURCES, INC.
333 CLAY STREET, SUITE 4200
HOUSTON, TEXAS 77002
(Name and address of agent for service)

(713) 651-6940
(Telephone number, including area code, of agent for service)

With Copy to:

ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151

CALCULATION OF REGISTRATION FEE 

=========================================================================================================================
TITLE OF SECURITIES TO BE      AMOUNT TO BE    PROPOSED MAXIMUM OFFERING        PROPOSED MAXIMUM             AMOUNT OF
     REGISTERED(1)              REGISTERED         PRICE PER SHARE(2)      AGGREGATE OFFERING PRICE(2)   REGISTRATION FEE
-------------------------      ------------    -------------------------   ---------------------------   ----------------

Common Stock, par value
$.01 per share (including
associated rights to
purchase Series E Junior
Participating Preferred
Stock)                        60,000 shares            $39.06                    $ 2,343,600                   $216
=========================================================================================================================

(1) Each share of Common Stock has one attached right to purchase Series E Junior Participating Preferred Stock under the Rights Agreement, dated as of February 14, 2000 between EOG Resources, Inc. and First Chicago Trust Company of New York, as Rights Agent, as amended by Amendments to Rights Agreement, dated as of December 13, 2001 and December 20, 2001.

(3) Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average high and low prices of the Common Stock on the New York Stock Exchange on March 7, 2002.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this Registration Statement:

1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001;

5. Definitive Proxy Statement for the Annual Meeting held May 8, 2001 which was filed with the SEC on March 28, 2001 as part of Schedule 14A;

6. Revised Definitive Proxy Statement for the Annual Meeting held May 8, 2001 which was filed with the SEC on March 29, 2001 as part of Schedule 14A;

7. The Registrant's Current Report on Form 8-K which was filed with the SEC on April 20, 2001;

8. The Registrant's Current Report on Form 8-K which was filed with the SEC on May 2, 2001;

9. The Registrant's Current Report on Form 8-K which was filed with the SEC on July 2, 2001;

10. The Registrant's Current Report on Form 8-K which was filed with the SEC on August 27, 2001;

11. The Registrant's Current Report on Form 8-K which was filed with the SEC on October 3, 2001;

12. The Registrant's Current Report on Form 8-K which was filed with the SEC on December 14, 2001;

13. The Registrant's Current Report on Form 8-K which was filed with the SEC on February 20, 2002;

14. The Registrant's Current Report on Form 8-K which was filed with the SEC on February 28, 2002;

15. The Registrant's Current Report on Form 8-K which was filed with the SEC on March 1, 2002;

16. The description of the Registrant's Common Stock, par value $.01 per share, contained in the Registration Statement on Form 8-A of the Registrant filed with the Commission on August 29, 1989;

17. The description of the Registrant's preferred stock purchase rights contained in the Registration Statement on Form 8-A12B filed with the Commission on February 18, 2000, as amended by Amendment No. 1 on Form 8-A/A, filed December 14, 2001 and Amendment No. 2 on Form 8-A/A filed February 7, 2002; and

All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

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ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. As of January 31, 2002, lawyers at Fulbright & Jaworski L.L.P. working on this matter owned 1,300 shares of Common Stock of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware Corporation Law permits a corporation to include in its charter documents and in agreements between the corporation and its directors and officers provisions as to the scope of indemnification.

The Restated Certificate of Incorporation, as amended, of the Registrant (the "Corporation" therein) contains the following provisions relating to indemnification of directors and officers, namely:

"Eighth: A.1. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

2. The foregoing provisions of this Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of this Restated Certificate of Incorporation. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article, a director shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law enacted that further limits the liability of a director.

B.1. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 2. hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity

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in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of the proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

2. If a claim under paragraph B.1. of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

3. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

4. The Corporation may maintain insurance at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation law.

5. If this article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer, employee and agent of the Corporation, and may nevertheless indemnify and hold harmless each employee and agent of the Corporation, as to costs, charges and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

6. For purposes of this Article, reference to the "Corporation" shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued."

The Registrant has purchased liability insurance policies covering the directors and officers of the Registrant to provide protection where the Registrant cannot legally indemnify a director or officer and where a claim arises under the Employee Retirement Income Security Act of 1974 against a director or officer based on an alleged breach of fiduciary duty or other wrongful act.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS. 

4.1(a)   Restated Certificate of Incorporation (incorporated by
         reference to Exhibit 3.1 to Registration Statement on Form S-1
         Registration Statement No. 333-0678, filed on August 24,
         1989).

4.1(b)   Certificate of Amendment of Restated Certificate of
         Incorporation (incorporated by reference to Exhibit 4.1(b) to
         Form S-8 Registration Statement No. 33-52201, filed February
         8, 1994).

4.1(c)   Certificate of Amendment of Restated Certificate of
         Incorporation (incorporated by reference to Exhibit 4.1(c) to
         Form S-8 Registration Statement No. 33-58103, filed March 15,
         1995).

4.1(d)   Certificate of Amendment of Restated Certificate of
         Incorporation, dated June 11, 1996 (incorporated by reference
         to Exhibit 3(d) to Form S-3 Registration Statement No.
         333-09919, filed August 9, 1996).

4.1(e)   Certificate of Amendment of Restated Certificate of
         Incorporation, dated May 7, 1997 (incorporated by reference to
         Exhibit 3(e) to Form S-3 Registration Statement No. 333-44785,
         filed January 23, 1998).

4.1(f)   Certificate of Ownership and Merger, dated August 26, 1999
         (incorporated by reference to Exhibit 3.1(f) to the
         Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1999).

4.2      By-laws, dated August 23, 1989, as amended December 12, 1990,
         February 8, 1994, January 19, 1996, February 13, 1997, May 5,
         1998, September 7, 1999, February 14, 2000 and May 8,
         2001 (incorporated by reference to the Registrant's Quarterly
         Report on Form 10-Q, filed May 9, 2001).

4.3      Specimen of Certificate evidencing the Common Stock
         (incorporated by reference to Exhibit 3.3 to the Registrant's
         Annual Report on Form 10-K for the year ended December 31,
         1999).

4.4*     EOG Resources, Inc. 1996 Deferral Plan.

5.1*     Opinion of Fulbright & Jaworski L.L.P.

23.1*    Consent of Arthur Andersen LLP.

23.2     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
         5.1 to this Registration Statement).

23.3*    Consent of DeGolyer and MacNaughton.

24.1*    Certain Powers of Attorney.

* filed herewith

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ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar volume of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 8, 2002.

EOG RESOURCES, INC. 

By: /s/ DAVID R. LOONEY
    ----------------------------------
        David R. Looney
    Vice President, Finance

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 

       Signature                              Title                           Date
       ---------                              -----                           ----


    /s/ MARK G. PAPA              Chairman of the Board, Chief           March 8, 2002
------------------------          Executive Officer (Principal
     Mark G. Papa                Executive Officer) and Director


 /s/ TIMOTHY K. DRIGGERS       Vice President, Accounting and Land       March 8, 2002
------------------------       Administration (Principal Accounting
  Timothy K. Driggers                        Officer)

                                Vice President, Finance (Principal
  /s/ DAVID R. LOONEY                   Financial Officer)               March 8, 2002
------------------------
    David R. Looney


           *                                Director                     March 8, 2002
------------------------
   George A. Alcorn


           *                                Director                     March 8, 2002
------------------------
  Edward Randall, III


           *                                Director                     March 8, 2002
------------------------
 Edmund P. Segner, III

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           *                               Director                    March 8, 2002
------------------------
   Donald F. Textor

           *                               Director                    March 8, 2002
------------------------
    Frank G. Wisner


*By: /s/ PATRICIA L. EDWARDS           Attorney-in-Fact                March 8, 2002
     -----------------------
         Patricia L. Edwards
         Attorney-in-Fact

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EXHIBIT INDEX 

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

4.1(a)            Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3.1 to Registration Statement on Form S-1
                  Registration Statement No. 333-0678, filed on August 24,
                  1989).

4.1(b)            Certificate of Amendment of Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 4.1(b) to
                  Form S-8 Registration Statement No. 33-52201, filed February
                  8, 1994).

4.1(c)            Certificate of Amendment of Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 4.1(c) to
                  Form S-8 Registration Statement No. 33-58103, filed March 15,
                  1995).

4.1(d)            Certificate of Amendment of Restated Certificate of
                  Incorporation, dated June 11, 1996 (incorporated by reference
                  to Exhibit 3(d) to Form S-3 Registration Statement No.
                  333-09919, filed August 9, 1996).

4.1(e)            Certificate of Amendment of Restated Certificate of
                  Incorporation, dated May 7, 1997 (incorporated by reference to
                  Exhibit 3(e) to Form S-3 Registration Statement No. 333-44785,
                  filed January 23, 1998).

4.1(f)            Certificate of Ownership and Merger, dated August 26, 1999
                  (incorporated by reference to Exhibit 3.1(f) to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999).

4.2               By-laws, dated August 23, 1989, as amended December 12, 1990,
                  February 8, 1994, January 19, 1996, February 13, 1997, May 5,
                  1998, September 7, 1999, February 14, 2000 and May 8, 2001
                  (incorporated by reference to the Registrant's Quarterly
                  Report on Form 10-Q, filed May 9, 2001).

4.3               Specimen of Certificate evidencing the Common Stock
                  (incorporated by reference to Exhibit 3.3 to the Registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1999).

4.4*              EOG Resources, Inc. 1996 Deferral Plan.

5.1*              Opinion of Fulbright & Jaworski L.L.P.

23.1*             Consent of Arthur Andersen LLP.

23.2              Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                  5.1 to this Registration Statement).

23.3*             Consent of DeGolyer and MacNaughton.

24.1*             Certain Powers of Attorney.

* filed herewith

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EXHIBIT 4.4

EOG RESOURCES, INC.
1996 DEFERRAL PLAN

EOG Resources, Inc. (the "Company") hereby amends and restates a non-qualified deferred compensation program for certain of its employees and outside directors as described herein. The following shall constitute the terms of the EOG Resources, Inc. 1996 Deferral Plan (the "Deferral Plan"), as amended and restated, effective May 8, 2001 (the "Effective Date").

I. PURPOSE

To allow key employees and outside directors of the Company to reduce current compensation and thereby reduce their current taxable income, earn an attractive, tax-free rate of growth on monies deferred, and accumulate funds on a tax-favored basis which can be used for retirement planning or other future financial objectives.

II. ADMINISTRATION

2.1 Committee; Duties. This Plan shall be administered by a Committee which shall consist of not more than three (3) persons appointed by the Chief Executive Officer of the Company. Members of the Committee may be Participants under this Plan. The Committee shall also have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with the Plan. The Committee shall have the sole discretionary authority and all powers necessary to accomplish these purposes, including, but not by way of limitation, the right, power, authority and duty:

a. To make rules, regulations and procedures for the administration of the Plan which are not inconsistent with the terms and provisions hereof, provided such rules, regulations and procedures are evidenced in writing and copies thereof are delivered to the Company;

b. To construe and interpret all terms, provisions, conditions and limitations of the Plan;

c. To correct any defect, supply any omission, construe any ambiguous or uncertain provisions, or reconcile any inconsistency that may appear in the Plan, in such manner and to such extent as it shall deem expedient to carry the Plan into effect;

d. To employ and compensate such accountants, attorneys, investment advisors and other agents and employees as the Committee may deem necessary or advisable in the proper and efficient administration of the Plan;

e. To determine all questions relating to eligibility;

f. To determine the amount, manner and time of payment of any benefits hereunder and to prescribe procedures to be followed by distributees in obtaining benefits;

g. To prepare, file and distribute, in such manner as the Committee determines to be appropriate, such information and material as is required by the reporting and disclosure requirements of the Employee Retirement Income Security Act of 1974, as amended;

h. And to make a determination as to the right of any person to receive a benefit under the Plan.

2.2 Agent. In the administration of this Plan, the Committee may, from time to time, employ an agent and delegate to it such administrative duties as it sees fit and may, from time to time, consult with counsel who may be counsel to the Company.

2.3 Binding Effect of Decisions. The decision or action of the Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan and shall not be subject to appeal except as provided in Section XIII.

2.4 Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct by the Committee or any of its members.

III. ELIGIBILITY

3.1 Participation. Key management and highly compensated employees of the Company as determined by the Committee as well as outside directors of the Company are eligible to be designated a participant ("Participant") under the Plan.

3.2 Minimum and Maximum Deferral. Each Participant may elect in writing to defer up to 50% of his regular salary and up to 100% of his annual bonus payable in cash, subject to such limits as the Company may establish from year to year and to the following Plan provisions. Outside director Participants may defer up to 100% of fees annually. The minimum deferral for each category of compensation deferred (i.e., salary, bonus or director fees) must be at least $2,000 for any deferral year.

3.3 Irrevocable Election. Elections to defer compensation shall be irrevocable and shall be made prior to the first day of the calendar year during which the compensation to be deferred shall be earned and payable, except that, employees becoming newly eligible may elect within thirty (30) days after eligibility for the Plan to defer compensation to be earned for services performed in the balance

2

of the year remaining after the date the deferral election is made. Such newly eligible employees shall be deemed, for all other Plan purposes, to have made the deferral election on the immediately preceding December 31.

3.4 Suspension of Deferral Commitment. The Committee may, in its sole discretion upon the Participant's written request, suspend the deferral of his salary that would otherwise occur under the deferral election, if it finds that the Participant has suffered a financial hardship. The suspension will take effect only with respect to deferrals which have not already been credited to his deferred compensation account. The Participant's written request for suspension of salary deferrals must be filed with the Committee on or before the 15th day preceding the regular payday on which he desires the suspension to take effect.

3.5 Stock Option Deferral. Participants, designated by the Committee, may make an advance written election to defer receipt of shares of EOG Resources, Inc. common stock from the exercise of a stock option granted under a stock plan sponsored by the Company, when such exercise is made by means of a stock swap using shares owned by the Participant. Elections to defer receipt of such shares shall be made pursuant to guidelines established by the Committee, and the value of such shares shall be credited to the Phantom Stock Account of the Participant. A deferral credited to a Participant's Phantom Stock Account shall be in an amount equal to the number of shares deferred multiplied by the per share exercise price of the exercised stock option, and shall be treated as if the amount of the deferral had purchased shares of EOG Resources, Inc. common stock at such per share exercise price.

3.6 Restricted Stock/Phantom Stock Unit Deferral. Participants, designated by the Committee, may make an advance written election to defer receipt of shares of EOG Resources, Inc. common stock to be released according to a grant to them of Restricted Shares or Phantom Stock Units under a stock plan sponsored by the Company. Elections to defer receipt of such shares shall be made pursuant to guidelines established by the Committee, and the value of such shares shall be credited to the Phantom Stock Account of the Participant. A deferral credited to a Participant's Phantom Stock Account shall be in an amount equal to the number of shares deferred multiplied by the closing price of a share of EOG Resources, Inc. common stock as reported in the "NYSE - Composite Transactions" section of the Midwest Edition of the Wall Street Journal on the date the shares deferred otherwise would have been released to the Participant or, if no prices are so reported on such day, on the last preceding day on which such closing price was actually reported, and shall be treated as if the amount of the deferral had purchased shares of EOG Resources, Inc. common stock at such closing price.

3.7 Company Deferral Contribution. As of any date selected by the Company, the Company may make Company Deferrals on a Member's behalf in such amount, if any, as the Company shall determine in its sole discretion, and to any investment account under the Plan. Such Company Deferrals may be made on behalf of some Participants to the exclusion of others, and may vary among individual Participants in amount and/or with respect to the investment account in which they may be credited.

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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 once each month. 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 once each month.

V. EARNINGS ON DEFERRALS

The Company shall establish a "Deferral Account" in the name of the Participant on the books and records of the Company. The Account shall carry the amount of the deferrals, as made, plus any earnings thereon, as a liability of the Company to the Participant. A Deferral Account, PSA and/or FDA, shall be utilized solely as a device for the measurement and determination of the amount to be paid to the Participant pursuant to this Plan.

5.1 Phantom Stock Account. Deferrals into the Participant's PSA Deferral Account will be credited with cumulative appreciation and/or depreciation based on the price of EOG Resources, Inc. common stock. Dividend equivalents will be credited quarterly to the Participant's PSA Deferral Account and treated as if reinvested in EOG Resources, Inc. common stock.

5.2 Flexible Deferral Account. Participants will be asked to select investment funds for their account balances, and returns on Deferral Accounts will be based upon the performance of the Participant's investment choices, less an administrative fee to be determined annually by the Committee. Investment options will include different levels of risk and return such as growth, balanced asset and bond funds, fixed interest accounts, etc.

5.3 Statement of Accounts. The Committee shall submit to each Participant, within 120 days after the close of each plan year, a statement in such form as the Committee deems desirable setting forth the balance to the credit of such Participant in Participant's Deferral Account as of the last day of the preceding plan year.

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VI. TIMING OF BENEFIT PAYMENTS

6.1 Initial Payout Elections. Participants may elect a lump sum payout or annual payouts from two years to 15 years following the event of retirement, disability, death, or termination (except for cause). In addition, a Participant may elect to receive a single sum distribution of his or her entire Deferral Account in the event of a Change of Control. The period of benefit payments and the election to receive a Change of Control benefit must be chosen at the time that the election to defer compensation is made (an "Initial Payout Election"). Separate Initial Payout Elections shall be made for the PSA Deferral Account and the FDA Deferral Account.

6.2 Revised Participant Elections.

A. Subject to the consent of the Committee and the provisions of this
Section 6.2, a Participant may change all of his or her Initial Payout Election(s) on a form acceptable to the Committee (a "Revised Payout Election"). The Revised Payout Election shall supersede and replace all prior Initial Payout Elections previously made by the Participant.

B. A Revised Payout Election shall not become effective until one full calendar-tax year (Jan. 1 - December 31) has expired after such election has been received by the Committee, unless the Committee in its sole discretion accelerates the effectiveness of such Revised Payout Election. If a Revised Payout Election does not become effective, the previous effective election of the Participant shall control.

6.3 Special Purpose Deferral Account. A Participant may elect to receive an in-service distribution by deferring into a Special Purpose Deferral Account. The Participant may elect to receive payouts over a period of from one to five years, commencing at any time following the first anniversary of the effective date of such election. A Participant may have only one Special Deferral Account maintained in his or her name under the Plan at any given time. A Participant may elect to have additional amounts deferred to such Special Deferral Account, provided distribution is not scheduled to commence for at least one year after the effective date of the deferral election. Payout Elections under the Special Purpose Deferral Account are irrevocable, and remain in effect as long as a Participant remains employed by the Company. In the event of termination of employment for any reason, payout of the Special Purpose Deferral Account shall be made according to the Initial or Revised Payout Election applicable to the applicable termination event.

6.4 Accelerated Distribution. Notwithstanding any other provision of the Plan, subject to the consent of the Committee, a Participant may elect to receive, on a form acceptable to the Committee, a single sum distribution of all or a portion of the Participant's deferral accounts under the Plan, subject to the following penalties: ten percent (10%) of the elected distribution amount shall be forfeited and 90 percent (90%) of the elected distribution amount shall be paid to the Participant; and the Participant shall be suspended from participation in the Plan for 36 calendar months from the date of such distribution. All eligibility requirements must be met to reenter the Plan. The account balance shall be determined as of the last day of the month preceding the date on which the Committee receives the written request of the Participant. If approved by the Committee, the amount payable shall be paid in a single sum within 60 days following the receipt of the participant's written request by the Plan Committee.

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6.5 Payout Elections in Certain States. Notwithstanding any provision in this Article VI, or elsewhere in the Plan, with respect to Participants who are employed in states which impose state income tax on Plan benefits, the Committee may determine the amount, manner and/or time of payment of benefits under the Plan, including, but not limited to, a requirement of at least a ten-year minimum payout period for Deferral Plan benefits.

VII. AMOUNT OF BENEFIT PAYMENTS

7.1 Phantom Stock Account. Payment of the account balance shall be in the form of shares of EOG Resources, Inc. common stock. Unless the Participant or his survivors elect otherwise, a Participant's PSA account balance shall be distributed in a lump sum payment. If a Participant or his survivors elect annual payments, the balance in the Participant's PSA shall be paid as follows:
The number of phantom shares in the account at the beginning of the payout period will be treated as if released in equal amounts over the payout period selected. Dividend equivalents will be paid in cash annually based on the number of phantom shares remaining in the account.

7.2 Flexible Deferral Account. Payment of the account balance, as of the beginning of the payout period, will be made in equal annual amounts determined by dividing the account balance by the payout period selected. Earnings/losses will be applied to the Deferral Account during the payout period, based upon the investment choices made by the Participant or his survivors. Earnings on the declining account balance will be paid annually. Losses on the declining account balance will be deducted annually from the remaining account balance and may shorten the payout period. Payments will continue until the account balance reaches zero or the elected number of payments have been made, whichever occurs first.

VIII. PAYMENTS AND BENEFITS

8.1 Retirement Benefit. The Account balance shall be paid as elected by the Participant, with payments commencing by February 15 of the calendar year following Retirement. "Retirement" means, after attainment of age 55 with at least 5 years of service, a Participant's termination of employment and eligibility to receive benefits under the EOG Resources, Inc. Money Purchase Pension Plan.

8.2 Disability Benefit. The Account balance shall be paid as elected by the Participant by February 15 of the calendar year following onset of the Disability. "Disability" means a physical or mental condition of a Participant resulting from a bodily injury or disease or mental disorder which: a) renders a Participant incapable of continuing the further performance of his normal employment activities with the Company and has been determined by the Committee to be totally and permanently disabled for purposes of receiving long-term benefits under a long-term disability plan maintained by the Company; or b) renders a Director incapable of continuing the further performance of his duties as a Director of the Board.

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8.3 Termination Benefit. The Account balance shall be paid as elected by the Participant in the event of termination, whether voluntary or involuntary (except termination for cause), with payments commencing by February 15 of the calendar year following Termination.

8.4 Termination for Cause. Upon a Participant's Termination for Cause, the Participant shall be entitled to receive in a single sum the elective deferred compensation credited to the Account; however, no interest shall be credited to the Account. If the termination is as the result of the Participant's fraud against or theft from the Company, the damages sustained by the Company shall be deducted from the amount payable under this Section 8.4. Payment shall be made in a single sum by February 15 of the calendar year following the date of Termination for Cause. The Participant shall have no further interest in the Account upon such termination of service and such payment. "Termination for Cause" shall mean termination of employment of Participant by the Company because of (1) conviction of a felony relating to or in connection with the Company or the Company's business; (2) willful refusal without proper legal cause to perform duties and responsibilities of employment; or (3) willfully engaging in conduct which the Participant has or reasonably should have reason to know is or will be materially injurious to the Company. Such termination shall be effected by notice thereof delivered by the Company to Participant and shall be effective as of the date of such notice; provided, however, that if (a) termination is because of Participant's willful refusal without proper legal cause to perform any one or more of Participant's duties and responsibilities and (b) within seven days following the date of such notice Participant shall cease such refusal and shall use Participant's best efforts to perform such duties and responsibilities, the termination shall not be effective, and provided further, that the Company shall consult in good faith with Participant and provide an opportunity for Participant to be heard prior to the Company making a determination that any termination under (1), (2), or (3) of this paragraph is Termination for Cause, and that failure to do so shall not constitute Termination for Cause.

8.5 Hardship Distribution. The Committee has the authority to make or accelerate distributions on account of hardship. Participants must petition the Committee in writing for such distribution, which may be granted, in the sole discretion of the Committee, on account of unforeseeable circumstances causing urgent and severe financial hardship for the Participant. The types of circumstances which usually meet these criteria are accidents and illnesses, large theft and fire losses, severe financial reversals, and large personal judgments. The distribution amount shall be limited to a reasonable, necessary amount to eliminate the hardship.

8.6 Death Benefit. If death of the Participant should occur prior to the commencement of any other benefits set forth in Section 8.1 - 8.4, the Participant's beneficiary shall receive the Account balances as elected at the time of the deferral election in lieu of any other benefits hereunder. If a Participant dies after benefits have commenced on an installment basis, any amounts unpaid pursuant to Section 8.1 - 8.4 shall be continued, in the manner elected by the Participant, to the beneficiary. Interest will continue to be paid on the Deferral Account during the period of distribution.

8.7 Change of Control Benefit. If a Participant has elected to receive his benefit upon a Change of Control, the Account balance shall be paid within 30 days after a Change of Control occurs. A "Change of Control" means:

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A. 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 (1) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) 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 (A), the following acquisitions shall not constitute a Change of Control: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (d) any acquisition by any corporation pursuant to a transaction that complies with subclauses (1), (2) and (3) of clause (C) of this definition;

B. Individuals who, as of May 8, 2001, 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;

C. 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, (1) all or substantially all of the individuals and entities 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) 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, (2) 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

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the extent that such ownership existed prior to the Business Combination, and (3) 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

D. Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

IX. PARTICIPANTS IN THE ENRON CORP. 1992 DEFERRAL PLAN

Any accrual credit of a Participant under the Enron Corp. 1992 Deferral Plan, and the obligation associated therewith, was assumed by the Company upon the original effective date of this Plan and became part of the Participant's Deferred Benefit Account under this Plan. Each such Participant was allowed to make a one-time irrevocable election to have interest on his Deferred Benefit Account credited using the Flexible Deferral Account method effective January 1, 1996. If such an election was not timely made according to guidelines established by the Company, such Participant's Deferred Benefit Account would and will be credited with earnings based on the Company's mid-term cost of capital, as established annually by the Committee.

X. PARTICIPANTS IN THE PHANTOM STOCK ACCOUNT OF THE ENRON CORP. 1994 DEFERRAL PLAN

Any accrual credit of a Participant under the Enron Corp. 1994 Deferral Plan, and the obligation associated therewith, was assumed by the Company upon the effective date of this Plan and became part of the Participant's Deferred Benefit Account under this Plan. Each such participant was allowed to make a one-time irrevocable election to have his Phantom Stock Account treated as if invested in the Company's common stock. If such an election was timely made according to guidelines established by the Company, conversion occurred on January 1, 1996 and was based on the relative values of Enron Corp. common stock and Company common stock as of December 29, 1995. If such an election was not made, such Participant's Phantom Stock Account would and will continue to be treated as if invested in Enron Corp. common stock.

XI. BENEFICIARY DESIGNATION

11.1 Beneficiary Designation. Each Participant shall designate in writing a legal or natural person as Beneficiary to whom benefits hereunder are to be paid, if the Participant dies before receiving his entire Account. The beneficiary designation may be changed by the Participant from time to time.

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11.2 Amendments; Marital Status. If a Participant's compensation is community property, any designation other than the spouse made by a Participant then married shall not be valid or effective if any Beneficiary (or combination thereof) is to receive more than fifty percent (50%) of such Participant's aggregate benefits payable hereunder unless the spouse shall, in a writing delivered to the Committee, approve such designation. Subject thereto, any Beneficiary designation may be changed by a Participant by the written filing of such change by a Participant by the written filing of such change on a form prescribed by the Committee. The written designation of a new Beneficiary will cancel all beneficiary designations previously filed.

11.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries of a Participant die before the Participant, or before complete payment of all amounts due hereunder, the Committee, in its discretion, may direct the Company to pay the unpaid amounts to one or more of such Participant's relatives by blood, adoption or marriage in any manner permitted by law which the Committee considers to be appropriate, including but not limited to payment to the legal representative or representatives of the estate of the last to die of Participant and Participant's designated beneficiaries.

11.4 Incompetent. If, in the Committee's opinion, a Participant or other person entitled to benefits under the Plan is under a legal disability or is in any way incapacitated so as to be unable to manage his or her financial affairs, then the Committee may, until claim is made by a conservator or other person legally charged with the care of his or her person or of his estate, direct the Company to make payment to a relative or friend of such person for his benefit. Thereafter, any benefits under the Plan to which such Participant or other person is entitled shall be paid to such conservator or other person legally charged with the care of his person or his estate.

XII. RIGHTS OF PARTICIPANTS

12.1 Participants as General Creditors. Compensation deferred shall be part of the general assets of the Company. The Company shall not be required to segregate, set aside or escrow the compensation deferred, nor earnings credited thereon. With respect to benefits payable under this Plan, the Participants shall have the status of general creditors of the Company. Participants may look only to the Company and its general assets for payment of the Account.

12.2 Funding of Liabilities. In its sole discretion, the Company may acquire insurance policies or other financial vehicles for the purpose of providing future Company assets to meet its anticipated liabilities under this Plan. Such policies or other investments, shall at all times be and remain unrestricted general property and assets of the Company. Plan Participants shall likewise have no rights, other than as general creditors, with respect to such policies or other acquired assets.

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XIII. DEFERRED COMPENSATION TRUST

13.1 Establishment of Trust. Notwithstanding any other provision or interpretation of this Plan, the Company shall establish a trust in which to hold cash, insurance policies or other assets to be used to make or reimburse the Company for payments to the Participants of the benefits under this Plan, provided, however, that the trust assets shall at all times remain subject to the claims of general creditors of the Company in the event of the Company's insolvency.

13.2 Trust Document. Participants shall be notified when the trust is established and a copy of the trust document will be made available to them on request.

13.3 Liability. The Company and not the trust shall be liable for paying the benefits set forth in Section VIII. However, after its payment of benefits pursuant to this Plan, the Company may be reimbursed by the trust for the after-tax cost of the benefit payment, upon proof of payment and request for reimbursement.

13.4 Payment of Benefits. Any payment of benefits made by the trust shall satisfy the Company's obligation to make such payment to the affected Participant.

XIV. EFFECT ON OTHER BENEFITS

Participation in this Plan may affect the Participant's benefit under other Company plans which are based on compensation.

14.1 Money Purchase Pension Plan and Savings Plan. Benefits to which the Participant may be entitled under the EOG Resources, Inc. Money Purchase Pension Plan or the EOG Resources, Inc. Savings Plan are based on a percentage of the Participant's compensation. When electing to defer compensation under this Plan, it will reduce the Participant's income used in determining the amount of the Participant's compensation considered under the Money Purchase Pension Plan and Savings Plan. Accordingly, the maximum dollar amount which the Participant will be entitled to contribute to the Savings Plan and which may be contributed by the Company on behalf of the Participant to the Money Purchase Pension Plan will be based on their compensation after deferral.

XV. CLAIMS PROCEDURE

15.1 Claim. Any claim by a Participant or his Beneficiary (hereinafter "Claimant") for benefits shall be submitted to the Committee. The Committee shall be responsible for deciding whether such claim is within the scope provided by the Plan (a "Covered Claim") or is otherwise subject to payment pursuant to the terms of any plan, and for providing full and fair review of the decision on such claim. In addition, the Committee shall provide a full and fair review in accordance with ERISA, including without limitation Section 503 thereof.

15.2 Filing a Claim. Each Claimant or other interested person shall file with the Committee such pertinent information as the Committee may specify, and in such manner and form as the

11

Committee may specify and provide, and such person shall not have any rights or be entitled to any benefits or further benefits hereunder, as the case may be, unless such information is filed by the Claimant or on behalf of the Claimant. Each Claimant shall supply at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a Claimant has not incurred a Covered Claim or if the Claimant shall fail to furnish such proof as is requested, no benefits or no further benefits hereunder, as the case may be, shall be payable to such Claimant.

15.3 Notice of Decision. Notice of a decision by the Committee with respect to a claim shall be furnished to the Claimant within 90 days following the receipt of the claim by the Committee (or within 90 days following the expiration of the initial 90-day period, in a case where there are special circumstances requiring extension of time for processing the claim). If special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished by the Committee to the Claimant prior to the expiration of the initial 90-day period. The notice of extension shall indicate the special circumstances requiring the extension and the date by which the notice of decisions with respect to the claim shall be furnished. Commencement of benefit payments shall constitute notice of approval of a claim to the extent of the amount of the approved benefit. If such claim shall be wholly or partially denied, such notice shall be in writing and worded in a manner calculated to be understood by the Claimant, and shall set forth: (1) the specific reason or reasons for the denial; (2) specific reference to pertinent provisions of the Plan on which the denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and
(4) an explanation of the Plan's claims review procedure. If the Committee fails to notify the Claimant of the decision regarding his claim in accordance with the "Claims Procedure" provision, the claim shall be deemed denied and the Claimant shall then be permitted to proceed with the claims review procedure provided herein.

15.4 Review of Claim. Within 60 days following receipt by the Claimant of notice of the claim denial, or within 60 days following the close of the 90-day period referred to herein, or if the Committee fails to notify the Claimant of the decision within such 90-day period, the Claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the Claimant shall be given an opportunity to review pertinent documents and to submit issues and comments to the Committee in writing. The decision of the Committee shall be made within 60 days following receipt by the Committee of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing such denied claim). The Committee shall deliver its decision to the Claimant in writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

15.5 Final Decision. For all purposes under the Plan, the decision with respect to a claim if no review is requested and the decision with respect to a claim if review is requested shall be final, binding and conclusive on all interested parties as to matters relating to the Plan.

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XVI. MISCELLANEOUS PROVISIONS

16.1 Non-assignability. Neither a Participant nor anyone claiming through him shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the rights thereto hereby are expressly declared to be non-assignable and non-transferable, nor shall any such right to receive payments hereunder be subject to the claims of creditors of a Participant or anyone claiming through him or to any legal, equitable, or other proceeding or process for the enforcement of such claims.

16.2 Right of Offset. Pursuant to the following provisions of this paragraph 14.2, the Company shall have a right to offset any benefit payable to a Participant under this Plan by an amount of money owed by Participant to the Company or subsidiary or claimed by the Company or subsidiary to be owed by Participant, for which (a) the Company or subsidiary shall file a lawsuit against Participant and (b) recover a judgment therefor. Upon the filing of such a lawsuit by the Company or a subsidiary against the Participant while benefits under the Plan are payable to Participant, benefits in the amount of judgment claimed in the lawsuit will be suspended until either a judgment is rendered in the lawsuit which is not subject to appeal, or the lawsuit is dismissed and such dismissal is not subject to appeal. If a final judgment is rendered in such lawsuit, then the party in whose favor the final judgment is rendered shall be entitled to petition the court and recover from the other party an amount of money equal to the reasonable costs and expenses of the successful party, including the fees and expenses of counsel, and court costs.

16.3 Tax Withholding. Notwithstanding the provisions of Section XI, the Company may withhold from any payment made by it under the Plan such amount or amounts as may be required for purposes of complying with the tax withholding or other provisions of the Internal Revenue Code of 1986 or the Social Security Act or any state or local income or employment tax act or for purposes of paying any estate, inheritance or other tax attributable to any amounts payable hereunder.

16.4 Non-Secured Promise. The rights under this Plan of a Participant and any person or entity claiming through him shall be solely those of an unsecured, general creditor of the Company. Any insurance policy or other asset acquired or held by the Company shall not be deemed to be held by the Company for or on behalf of a Participant, or any other person, or to be security for the performance of any obligations hereunder of the Company, but shall, with respect to this Plan, be a general, unpledged, unrestricted asset of the Company. No assets held by any trust established under Section XI shall constitute security for the performance of any obligations hereunder.

16.5 Independent of Plan. Except as otherwise expressly provided herein, this Plan shall be independent of, and in addition to, any other employment agreement or employment benefit agreement or plan or rights that may exist from time to time between the parties hereto. This Plan shall not be deemed to constitute a contract of employment between the Company and a Participant, nor shall any provision hereof restrict the right of the Company to discharge a Participant, or restrict the right of a Participant to terminate his employment with the Company.

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16.6 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company or a subsidiary and the Participant, and the Participant (or Participant's Beneficiary) shall have no rights against the Company or a subsidiary except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or a subsidiary or to interfere with the right of the Company or a subsidiary to discipline or discharge Participant at any time.

16.7 Paragraph Headings. The Paragraph headings used in this Plan are for convenience of reference only and shall not be considered in construing this Plan.

16.8 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

16.9 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

16.10 Responsibility for Legal Effect. Neither the Committee nor the Company makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of this Plan.

16.11 Standard of Review. The Committee has full and absolute discretion in the exercise of each and every aspect of its authority under the Plan, including without limitation, the authority to determine any person's right to benefits under the Plan, the correct amount and form of any such benefits; the authority to decide any appeal; the authority to review and correct the actions of any prior administrative committee; and all of the rights, powers, and authorities specified in the Plan. Notwithstanding any provision of law or any explicit or implicit provision of this document or, any action taken, or ruling or decision made, by the Committee in the exercise of any of its powers and authorities under the Plan will be final and conclusive as to all parties other than the Company, including without limitation all Participants and beneficiaries, regardless of whether the Committee or one or more members thereof may have an actual or potential conflict of interest with respect to the subject matter of such action, ruling, or decision. No such final action, ruling, or decision of the Committee will be subject to de novo review in any judicial proceeding; and no such final action, ruling, or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

16.12 Amendment. The Company may in its sole discretion amend the Plan from time to time. No such amendment shall adversely affect the rights of any Participant or beneficiary with respect to benefits under the Plan related to amounts previously deferred.

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16.13 Termination of the Plan at the Company's Option. Notwithstanding any other provision of this Plan, the Company may terminate this Plan at any time if the Committee, in its sole and absolute discretion, determines that any change in federal or state law, or judicial or administrative interpretation thereof, has materially affected the Company's cost of providing the benefits otherwise payable under this Plan, or for any other reason whatsoever. Except with the consent of a Participant, no such termination shall adversely affect the rights of any Participant or beneficiary with respect to benefits under the Plan related to amount previously deferred. Notwithstanding, payment of benefits accrued under the Plan shall not be accelerated as a result of a Plan termination but shall continue to be paid in the normal forms provided for in the Plan.

16.14 Successors, Acquisitions, Mergers, Consolidations. The terms and conditions of this Plan and each Deferral Election shall inure to the benefit of and bind the Company, the Participants, their successors, assigns, and personal representatives. The terms successors and assigns as used herein shall include any corporate or other business entity which shall include any consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company and successors of any such corporation or other business entity.

16.15 Controlling Law and Venue. The Plan shall be construed in accordance with the laws of the State of Texas to the extent not preempted by laws of the United States of America. Venue shall lie in Harris County, Texas.

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Executed this 13th day of December, 2001, with the approval and authorization of the Board of Directors.

EOG RESOURCES, INC. 

By: /s/ PATRICIA EDWARDS
    ------------------------------------

Title:  Vice President, Human Resources,
        Administration and Corporate
        Secretary
       ---------------------------------


ATTEST:

/s/ VICKIE L. GRAHAM
---------------------------------------

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EXHIBIT 5.1

FULBRIGHT & JAWORSKI L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010

March 8, 2002

EOG Resources, Inc.
333 Clay Street, Suite 4200
Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for EOG Resources, Inc., a Delaware corporation (the "Registrant"), in connection with the registration under the Securities Act of 1933 of an aggregate of 60,000 shares of the Registrant's common stock, par value $.01 per share (the "Shares"), which are to be offered upon the terms and subject to the conditions set forth in the Registrant's 1996 Deferral Plan (the "Deferral Plan"). The Shares may consist of (i) the Registrant's authorized but unissued shares of common stock (the "Original Issuance Shares"), (ii) previously issued shares of the Registrant's common stock reacquired and held by the Registrant or (iii) shares of the Registrant's common stock purchased on the open market.

In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, the Deferral Plan, the records of relevant corporate proceedings and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We also have examined the Registrant's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to the Shares.

We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined.

March 8, 2002

Page 2

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that upon the issuance and sale of the Original Issuance Shares pursuant to the provisions of the Deferral Plan, such Original Issuance Shares will be duly authorized and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Item
5. Interests of Named Experts and Counsel" in the Registration Statement.

Very truly yours, 

/s/ FULBRIGHT & JAWORSKI  L.L.P.

Fulbright & Jaworski L.L.P.

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 21, 2002, included in EOG Resources, Inc.'s Current Report on Form 8-K dated February 27, 2002, and to all references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Houston, Texas
March 7, 2002

EXHIBIT 23.3

DEGOLYER AND MACNAUGHTON
4925 GREENVILLE AVENUE, SUITE 400
ONE ENERGY SQUARE
DALLAS, TEXAS 75206

March 8, 2002

EOG Resources, Inc.
333 Clay Street, Suite 4200
Houston, Texas 77002

Gentlemen:

In connection with the Registration Statement on Form S-8 (the Registration Statement), to be filed with the Securities and Exchange Commission on or about March 8, 2002, by EOG Resources, Inc. (the Company), DeGolyer and MacNaughton hereby consents to the incorporation in said Registration Statement of the references to our firm and to the opinions delivered to the Company regarding our comparison of estimates prepared by us with those furnished to us by the Company of the proved oil, condensate, natural gas liquids, and natural gas reserves of certain selected properties owned by the Company. The opinions are contained in our letter reports dated, February 8, 2000, February 8, 2001, and January 25, 2002, for estimates as of December 31, 1999, December 31, 2000, and December 31, 2001, respectively. The opinions are referred to in the section "Supplemental Information to Consolidated Financial Statements--Oil and Gas Producing Activities" in the Company's Current Report on Form 8-K dated February 27, 2002, to be filed with the Securities and Exchange Commission (the "Form 8-K"). DeGolyer and MacNaughton also consents to the inclusion of our letter report, dated January 25, 2002, addressed to the Company, as Exhibit (23.2) to the Company's Form 8-K.

Very truly yours, 

/s/ DEGOLYER AND MACNAUGHTON

DeGOLYER and MacNAUGHTON

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. 1996 Deferral Plan (the "Plan"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plan to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 13th day of February, 2002. 

/s/ FRANK G. WISNER
---------------------------
    Frank G. Wisner

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. 1996 Deferral Plan (the "Plan"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plan to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 7th day of March, 2002. 

/s/ DONALD F. TEXTOR
--------------------------
    Donald F. Textor

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. 1996 Deferral Plan (the "Plan"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plan to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 7th day of March, 2002. 

/s/ EDMUND P. SEGNER, III
---------------------------
Edmund P. Segner, III

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. 1996 Deferral Plan (the "Plan"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plan to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 7th day of March, 2002. 

/s/ EDWARD RANDALL, III
---------------------------
Edward Randall, III

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. 1996 Deferral Plan (the "Plan"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plan to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 7th day of March, 2002. 

/s/ GEORGE A. ALCORN
---------------------------
George A. Alcorn