I.    Purpose of the Plan.  The Executive Officer Annual Bonus Plan (the "Plan)
      of EOG Resources, Inc. (the "Company") is designed to enhance the
      Company's ability to attract and retain highly qualified executives and
      provide additional financial incentives to such executives to promote the
      success of the Company.
II.   Eligibility.  Eligibility under this Plan is limited to Executive Officers
      of the Company, as defined in Section 16 of the Securities Exchange Act of
      1934, as amended, who shall hereinafter be referred to as Participants.
III.  Administration.  The Plan shall be administered by the Compensation
      Committee of the Board of Directors comprised solely of two or more
      outside directors (the "Committee") and shall operate on the basis of the
      calendar year. The Committee is authorized to interpret the Plan and from
      time to time may adopt such rules, regulations, definitions and forms
      consistent with the provisions of the Plan as it may deem advisable to
      carry out the Plan.
IV.   Performance Goal.  Bonuses paid under the Plan are intended to constitute
      qualified performance-based compensation for purposes of Section 162(m) of
      the Internal Revenue Code of 1986, as amended. The performance goal
      necessary for the payment of bonuses under the Plan will be the
      achievement of positive Net Income Available to Common, excluding
      nonrecurring or extraordinary items, as reported in the Company's year-end
      earnings release. The Committee will certify in writing prior to payment
      of any bonuses under the Plan that the performance goal was met.
V.    Maximum Individual Bonus.  In no event shall a bonus paid pursuant to the
      Plan to any Participant for any calendar year be in excess of $2.0
      million. The Committee may reduce the bonus payable to any Participant
      below the maximum amount based on such objective or subjective criteria as
      the Committee deems appropriate in its sole and absolute discretion.
VI.   Unfunded Nature of Plan.  The Plan shall constitute an unfunded, unsecured
      obligation of the Company to make bonus payments from its general assets
      in accordance with the provisions of the Plan. The establishment of the
      Plan shall not be deemed to create a trust. No participant shall have any
      security or other interest in any assets of the Company.
VII.  Prohibition Against Assignment or Encumbrance.  No right, title, interest
      or benefit hereunder shall ever be liable for or charged with any of the
      torts or obligations of a Participant, or be subject to seizure by any
      creditor of a Participant or any person claiming under a Participant. No
      Participant nor any person claiming under a Participant shall have the
      power to sell, transfer, pledge, anticipate or dispose of any right,
      title, interest or benefit hereunder in any manner until the same shall
      have been actually distributed free and clear of the terms of the Plan.
VIII. Plan Not an Employment Contract.  Nothing in the adoption or
      implementation of the Plan shall confer on any Participant any right to
      continued employment by the Company or affect in any way the right of the
      Company to terminate a Participant's employment.
IX.   Severability.  In the event any provision of the Plan shall be held
      invalid or illegal for any reason, any illegality or invalidity shall not
      affect the remaining parts of the Plan, but the Plan shall be construed
      and enforced as if the illegal or invalid provision had never been
      inserted, and the Company shall have the privilege and opportunity to
      correct and remedy such questions of illegality or invalidity by amendment
      as provided in the Plan.
X.    Withholding of Taxes.  The Company shall have the right to deduct from any
      payment made under the Plan any federal, state or local taxes required by
      law to be withheld with respect to such payments.
XI.   Applicable Law.  The Plan shall be governed and construed in accordance
      with the laws of the State of Texas, except to the extent such laws are
      preempted by an applicable federal law.
XII.  Rights of Company.  Nothing contained in the Plan shall prevent the
      Company from adopting or continuing in effect other compensation
      arrangements, which arrangements may be either generally applicable or
      applicable only in specific cases.
XIII. Effective Date and Term of Plan.  Upon approval by the shareholders of the
      Company at the 2001 Annual Meeting of Shareholders, the Plan shall be
      considered effective as of January 1, 2001. The term of the Plan shall be
      ten years.
XIV.  Amendment and Termination of the Plan.  The Committee may modify or
      terminate the Plan at any time without prior notice to or consent of
      Participants; provided that, without the approval of the shareholders of
      the Company, no such amendment shall be made that would change the class
      of Employees eligible to receive awards under the Plan, increase the
      maximum individual bonus allowed under the Plan, change the stated
      performance goal, or modify any other material terms of the Plan.