EXECUTION COPY


                                   AGREEMENT


      This Agreement, dated as of April 4, 2002, is entered into by and among
EOG Resources Inc., a Delaware corporation ("EOG"), Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., a cooperative institution organized under the
laws of The Netherlands ("RA") and Royal Bank of Canada, a corporation organized
under the laws of Canada ("RB").

      WHEREAS, in 1999 EOG (which was formerly named Enron Oil & Gas Company),
effected a public offering of shares of its common stock ("EOG Common Stock")
and substantially concurrently therewith entered into a series of transactions
(such transactions, together with the public offering, are referred to herein as
the "1999 Transactions") with Enron Corp., an Oregon corporation ("Enron"),
which had been EOG's corporate parent from the time of EOG's formation until
completion of the 1999 Transactions; immediately prior to consummation of the
1999 Transactions, Enron owned approximately 53.5% of the EOG Common Stock which
was then outstanding; as a result of the 1999 Transactions, Enron reduced its
interest to 11,500,000 shares of EOG Common Stock, which constitute
approximately 10% at present of the outstanding shares of EOG Common Stock.

      WHEREAS, pursuant to the 1999 Transactions, EOG sought to establish itself
as an independent widely held public company and as a result of the completion
thereof is accomplishing that objective; in furtherance of that objective EOG
included provisions in the Share Exchange Agreement with Enron dated as of July
19, 1999 (the "Share Exchange Agreement") which imposed limitations on the
actions of Enron with respect to EOG and on Enron's ability to sell, transfer,
pledge or otherwise dispose of shares of EOG Common Stock (particularly Sections
6.2 and 6.3 of the Share Exchange Agreement); and EOG has profitably and
successfully grown and developed as an independent widely held public company
since completion of the 1999 Transactions.

      WHEREAS, in November 2000, Enron sought EOG's approval to transfer the
11,500,000 shares of EOG Common Stock which it retained following completion of
the 1999 Transactions (such shares, as the same may be adjusted pursuant to
Section 4 hereof, and as the amount thereof may be reduced by any sales,
transfers, pledges or other dispositions to purchasers other than RA or RB or
their respective affiliates, is hereinafter referred to as the "Block") through
several of its affiliates to another of its affiliates, Aeneas LLC, and obtained
such approval pursuant to a Consent Agreement dated November 28, 2000 (the
"Consent Agreement") between EOG, Enron and the Enron-affiliated entities which
are parties thereto (the "Enron Affiliates"), in which EOG gave such consent to
Enron in consideration of, among other matters, the Enron Affiliates' agreement
to certain limitations on their actions with respect to EOG and on their ability
to sell, transfer, pledge or otherwise dispose of all or part of the Block.

      WHEREAS, following the execution of the Consent Agreement, Enron and one
or more of the Enron Affiliates engaged in certain structured finance
transactions involving the Block to which RB is a party and as to which RA has,
among other things, entered into a total return swap (the "Structured Finance
Transactions").


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      WHEREAS, in December 2001 Enron and a number of its subsidiaries filed a
voluntary petition for bankruptcy under Chapter 11 of the United States
Bankruptcy Code and in the resulting bankruptcy proceedings (the "Enron
Bankruptcy Proceedings") various claimants have asserted claims against or
interests in the Block, including RA and RB.

      WHEREAS, EOG is entering into this Agreement with RA and RB to govern
various aspects of their future relationships, including certain obligations of
EOG and certain limitations on the actions of RA and RB with respect to EOG and
on their ability to sell, transfer, pledge or otherwise dispose of shares of
EOG.

      NOW THEREFORE, in consideration of the mutual representations, warranties
and covenants herein contained, and other good and valuable consideration, the
receipt of which are hereby acknowledged, EOG, RA and RB hereby agree as
follows:

1.   RIGHTS PLAN:  In consideration of the agreements set forth herein, EOG
     will amend as promptly as reasonably practicable, but in no event later
     than April 12, 2002, its Rights Agreement dated as of February 14, 2000, as
     amended as of December 13, 2001 and December 20, 2001, to provide that
     notwithstanding the existing language of Section 1(a) thereof, RA will not
     be deemed an "Acquiring Person" so long as it beneficially owns, in
     addition to its beneficial ownership interest in the Block (including any
     direct ownership interest thereof which may arise as a result of a purchase
     of the Block by RA), not more than 1,500,000 shares in the aggregate of EOG
     Common Stock all of which are beneficially owned as a result of the
     ordinary course operations conducted by it or its subsidiaries which are
     engaged in the asset management business and provided such shares are not
     held with any purpose or effect of changing or influencing control of EOG.

2.   TRANSFER RESTRICTIONS:  In consideration of the agreements set forth
     herein, RA agrees that it and its affiliates will not sell, transfer,
     pledge or otherwise dispose or cause or direct the sale, transfer, pledge
     or other disposition, directly or indirectly, of the Block (or any of the
     shares included therein or any interest or rights in the Block or such
     shares) except (a) pursuant to a public offering registered under the
     Securities Act of 1933 (the "Securities Act") (provided that RA and RB
     shall use reasonable efforts to cause the underwriters in such public
     offering to distribute such shares in a widely dispersed manner), (b)
     pursuant to Rule 144 promulgated under the Securities Act (which for the
     avoidance of doubt shall require compliance with the conditions set forth
     in paragraphs (e), (f) and (g) of such Rule without reference to paragraph
     (k) thereof), (c) to any of its wholly owned subsidiaries or other wholly
     owned entities (but only if and for so long as such subsidiary or entity
     continues to be wholly owned and wholly controlled by it), which shall
     immediately thereupon become subject to the provisions of this Agreement to
     the same extent as RA and for purposes of any calculation or limitation
     hereunder such shares will be considered to be beneficially owned by RA,
     (d) pursuant to any merger approved by the Board of Directors of EOG with
     respect to which RA did not violate the provisions of Section 3 hereof, (e)
     any tender offer or exchange offer recommended by the Board of Directors of
     EOG with respect to which RA did not violate the provisions of Section 3
     hereof or (f) block sales of shares included in the Block so long as no
     single purchaser or group of affiliated purchasers will purchase more than
     an aggregate of 2.5% of the shares of EOG Common Stock which are then
     outstanding in one transaction or a


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<PAGE>


     series of transactions in reliance on this clause (f), provided that the
     purchasers of the shares sold in any such transaction shall be bona fide
     institutional investors which would then meet the eligibility requirements
     of Rule 13d-1(b)(1) under the Securities Exchange Act of 1934 (the
     "Exchange Act") for filing a Schedule 13G (other than the beneficial
     ownership of greater than 5% of the outstanding shares of EOG Common Stock)
     or shall be foreign broker/dealers, foreign mutual funds, foreign
     investment advisors, foreign investment companies or foreign banks which
     under applicable rulings, releases or published interpretations of the
     Securities and Exchange Commission ("SEC") or its staff are eligible to
     file a Schedule 13G (other than the beneficial ownership of greater than 5%
     of the outstanding shares of EOG Common Stock), but not by reason of Rule
     13d-1(c) under the Exchange Act, and in any sale, transfer, pledge or other
     disposition made in reliance on this clause (f), would not be part of a
     group for the purpose of acquiring, holding, voting or disposing of equity
     securities of EOG. EOG agrees to permit the shares sold in any block sales
     pursuant to clause (f) of this Section 2 to be transferred on EOG's stock
     record books without any restrictive legend or stop transfer order except
     as may be required by law. RA covenants and agrees that it shall exercise
     its rights under any agreement in a manner consistent with this Agreement
     and that it will use its reasonable best efforts to cause RB to act in a
     manner consistent with this Agreement. RB covenants and agrees that it
     shall exercise its right under the Structured Finance Transactions to
     negotiate the sale of the Block only in accordance with the instructions of
     RA and the terms of this Agreement; provided that RB shall not be obligated
     to exercise any such rights to the extent such exercise would violate any
     applicable law or regulation or the documents relating to the Structured
     Finance Transactions. RA agrees that it will instruct and direct RB not to
     sell, transfer, pledge or otherwise dispose of the Block or any of the
     shares included therein or any interest or rights in the Block or such
     shares to RB or to RB's affiliates. RB agrees that it and its affiliates
     will not acquire or obtain any beneficial ownership interest in the Block
     or any of the shares included therein or any interest or rights in the
     Block or such shares provided however that this provision shall not limit
     the ability of any entity affiliated with RB that provides or offers (i)
     ordinary course broker/dealer services to third parties; (ii) investment
     advisory services whether to related parties or to third parties; (iii)
     asset management services whether to related parties or to third parties;
     or (iv) custodial services whether to related parties or to third parties,
     from acquiring any shares of the Block in a sale pursuant to clauses (a)
     (assuming such transaction takes place in a widely dispersed manner) or (b)
     of this Section 2; and provided, further, that for purposes of this Section
     2, RB's existing ownership interest in the Block under the documents
     relating to the Structured Finance Transactions, as limited therein and
     herein, shall not constitute a breach of this Section 2, it being
     understood and agreed that this proviso shall not relate to any actions
     taken with respect to the Block or any of the shares included therein or
     any interest or rights in the Block or such shares from and after the date
     hereof.

3.   STANDSTILL PROVISIONS:  Each of RA and RB agrees that, commencing on
     the date hereof and ending on the Standstill Expiration Date (as
     hereinafter defined), unless specifically requested in advance by EOG's
     board of directors, neither it nor any of its affiliates will, directly or
     indirectly (a) acquire, offer to acquire, or agree to acquire, or cause or
     recommend that any other person or entity acquire, directly or indirectly,
     by purchase, gift, through the acquisition or control of another person or
     entity or otherwise, any


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<PAGE>


     voting securities of EOG (other than the acquisition of some or all of the
     Block by RA and other than up to the 1,500,000 shares of EOG Common Stock
     as provided in Section 1), (b) make or in any way participate in, directly
     or indirectly, any "solicitation" of "proxies" to vote or become a
     "participant" in any "election contest" (as such terms are used in the
     proxy rules of the SEC) or seek to advise or influence any person or entity
     with respect to the voting of any voting securities of EOG, (c) propose or
     nominate any nominee for director of EOG, (d) submit any stockholder
     proposal to be voted upon by the stockholders of EOG, (e) deposit any
     voting securities in a voting trust or subject any such voting securities
     to any arrangement or agreement with respect to the voting of such voting
     securities, (f) propose any business combination (including without
     limitation any merger or share exchange) involving EOG or make or propose a
     tender or exchange offer or any other offer for any of EOG's voting
     securities, or arrange, or participate in the arrangement of, financing
     thereof, (g) disclose an intent, purpose, plan or proposal with respect to
     EOG or its voting securities inconsistent with the provisions of this
     Agreement, (h) from and after the date hereof, otherwise act, alone or in
     concert with or on behalf of others, to seek directly or indirectly to
     control the officers or board of directors of EOG, or (i) encourage or
     assist any other person or entity in connection with any of the foregoing.
     In addition, during the period from the date hereof until the Standstill
     Expiration Date, at any meeting of EOG stockholders with respect to which
     RA or RB has the right to vote or direct the vote of shares included in the
     Block, RA and RB, as applicable, will attend such meeting in person or by
     proxy and will vote or cause to be voted all of such shares in the manner,
     if any, recommended by the board of directors of EOG, and RA and RB agree
     to cause any of their affiliates to whom the Block may be transferred to
     adhere to these requirements. For purposes hereof the "Standstill
     Expiration Date" shall mean, as to RA or RB, as applicable, the later of
     (i) July 31, 2002 and (ii) the earliest date that it (x) ceases to
     beneficially own more than 5% of the outstanding shares of EOG Common Stock
     or (y) ceases to have any beneficial ownership of the Block (or any of the
     shares included therein or any interest or rights in the Block or such
     shares), it being understood and agreed that nothing contained herein shall
     constitute an acknowledgement by RB that it has beneficial ownership of the
     Block, and RB hereby disclaims such beneficial ownership and represents
     that it has no interest in the Block other than its interest under the
     documentation for the Structured Finance Transactions as limited herein and
     therein.

     Notwithstanding the foregoing provisions of this Section 3, nothing
     contained in this Section 3 (including the term "affiliates" with respect
     to RB) shall limit the ordinary course business activities of any entity
     otherwise affiliated with RB that provides or offers: (i) ordinary course
     broker/dealer services to third parties; (ii) investment advisory services
     whether to related parties or to third parties; (iii) asset management
     services whether to related parties or to third parties; or (iv) custodial
     services whether to related parties or to third parties. RB acknowledges
     and agrees that it shall not attempt to change or influence the control of
     EOG.

4.   ADJUSTMENTS.  If following the date hereof the shares of EOG Common
     Stock are changed by reason of any reclassification, split up, stock split,
     reverse stock split, stock dividend, stock combination, merger, share
     exchange or similar transaction, there shall be equitably adjusted the
     reference to 1,500,000 shares of EOG Common Stock in Section 1 and 3 of


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<PAGE>


     this Agreement, 2,000,000 shares in Section 5 of this Agreement, and all
     references in this Agreement to the Block, including the number of shares
     included in the definition thereof.

5.   REGISTRATION RIGHTS.  (a) If RA shall own or shall establish that it
     has the right to direct the sale of shares included in the Block, it shall
     have the right to request in writing that EOG register all or part (but not
     less than 2,000,000) of such shares for sale under the Securities Act
     (which request shall specify the number of shares of the Block (but not
     less than 2,000,000) intended to be disposed of by or at the direction of
     RA and the intended method of disposition thereof). EOG shall, as promptly
     as reasonably practicable following such request, use its reasonable
     efforts to cause to be filed with the SEC a registration statement
     providing for the registration under the Securities Act of such shares
     which EOG has been so requested to register, to the extent necessary to
     permit their disposition in accordance with the intended methods of
     disposition thereof specified in such request (but shall not include a
     shelf registration pursuant to Rule 415 under the Securities Act). EOG
     shall use reasonable efforts to have such registration statement declared
     effective by the SEC as soon as reasonably practicable thereafter and to
     keep such registration statement effective until the shares covered thereby
     are sold but in no event longer than 90 days. Notwithstanding the
     foregoing, RA shall not be permitted to request, in the aggregate, a total
     of more than two separate registrations, and shall not be permitted to
     request any such registration within one year of the completion of a prior
     registered sale of shares which is made pursuant to this Section 5. EOG may
     defer its obligations under this Section 5 in respect of any request for
     registration for a period of up to 120 days in its sole discretion. EOG
     shall not bear any of the Registration Expenses in connection with any such
     registration (other than those referred to in clauses (iv) and (v) of the
     following sentence); and RA shall pay all fees and expenses of any legal
     counsel or other agents retained by RA, as applicable, all discounts and
     commissions payable to underwriters, selling brokers, managers or other
     similar persons engaged in the distribution of the securities included in
     such registration pursuant to any registration pursuant to this Section 5
     and all Registration Expenses (other than those referred to in clauses (iv)
     and (v) of the following sentence, which shall be borne by EOG). The term
     "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance with this Agreement by EOG and its
     subsidiaries, including, without limitation (i) all SEC, stock exchange,
     National Association of Securities Dealers, Inc. and other registration,
     listing and filing fees, (ii) all fees and expenses incurred in connection
     with compliance with state securities or blue sky laws and compliance with
     the rules of any stock exchange (including fees and disbursements of
     counsel in connection with such compliance and the preparation of a blue
     sky memorandum and legal investment survey), (iii) all expenses in
     preparing or assisting in preparing, word processing, printing,
     distributing, mailing and delivering any registration statement, any
     prospectus, any underwriting agreements, transmittal letters, securities
     sales agreements, securities certificates and other documents relating to
     the performance of or compliance with Section 5 of this Agreement, (iv) the
     fees and disbursements of counsel for EOG which are incurred in fulfilling
     its obligations under this Section 5, (v) the fees and disbursements of all
     independent public accountants (including the expenses of any audit and/or
     "cold comfort" letters) and the fees and expenses of other experts retained
     by EOG which are incurred in fulfilling EOG's obligations under this
     Section 5,


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     and (vi) the expenses incurred in connection with making road show
     presentations and holding meetings with potential investors to facilitate
     the distribution and sale of the securities, but shall not include any
     salaries of EOG personnel or general overhead expenses of EOG, auditing
     fees, or other expenses for the preparation of financial statements or
     other data normally prepared by EOG in the ordinary course of its business
     or which EOG would have incurred in any event.

     (b)  If requested by the sole or lead managing underwriter for any
     underwritten offering effected pursuant to such registration, EOG shall use
     its reasonable efforts to enter into a customary underwriting agreement
     with the underwriters and RA for such offering, such agreement to be
     reasonably satisfactory in substance and form to RA and to EOG, and to
     contain such representations, warranties and covenants by EOG and such
     other terms as are generally prevailing in agreements of that type,
     including, without limitation, customary provisions with respect to
     indemnification and contribution. Notwithstanding the foregoing, EOG shall
     not be obligated to agree to any lock-up provisions which would apply to
     the exercise of employee or director stock options and sale of shares
     obtained thereby or to the cashless exercise of stock options.

6.   COOPERATION.  (a) EOG, RA and RB agree to use their respective
     reasonable best efforts to seek and obtain an order in the Enron Bankruptcy
     Proceedings and/or another court of competent jurisdiction which provides
     (i) for the sale of the shares included in the Block as promptly as
     practicable to purchasers and in sales transactions which would satisfy the
     limitations set forth in clause (f) of Section 2 of this Agreement or would
     otherwise comply with the proviso to this sentence, such sales to be made
     through a broker dealer (the "Block Trader") which is among the top 15
     traders of EOG Common Stock during the most recent period ended on the last
     trading day prior to the date hereof as reported by a firm or service
     (e.g., Autex) which maintains statistics with respect to trading in shares
     of EOG Common Stock (or if such information is not available, then a "bulge
     bracket" firm), and (ii) that the proceeds of such sales shall be held in
     escrow until competing claims to the ownership thereof are resolved by
     agreement or by a final and non-appealable order of a court of competent
     jurisdiction; provided that, in addition to the limitations as to
     purchasers and the size limitations of clause (f) of Section 2 of this
     Agreement, each of RA and EOG shall be free to purchase shares of EOG
     Common Stock which are included in the Block and are sold by the Block
     Trader, so long as any shares so purchased by RA shall be subject to the
     limitations and restrictions of this Agreement. The parties' obligation to
     use reasonable best efforts (i) shall continue until June 15, 2002 or, if
     the June 28, 2002 deadline arising from the Structured Finance Transactions
     shall be extended, then until two weeks before such deadline as so extended
     and (ii) shall not require any party to delay or cease any request for
     pretrial discovery in respect of any motions or pleadings which it shall
     have made or filed heretofore in the Enron Bankruptcy Proceedings, but the
     parties shall not be permitted to move for summary adjudication in respect
     of such motions or pleadings during the period it is obligated to use
     reasonable best efforts. This Agreement shall not be construed as
     acquiescence by any party hereto in any interpretation of the Share
     Exchange Agreement, the Consent Agreement or the Structured Finance
     Transactions asserted by any other party hereto.


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     (b) EOG agrees to cooperate with RA and RB reasonably promptly hereafter to
     provide reasonable access to EOG's documents, information and employees to
     permit an investigation of the Consent Agreement and the transfer of the
     Block which occurred pursuant thereto and the transactions contemplated
     thereby, and the negotiation of such agreement and/or other related
     instruments, subject to any applicable privilege or other protection from
     disclosure.

7.   REPRESENTATIONS:  Each party signatory hereto hereby represents and
     warrants to each other party that the following statements are true and
     correct:

     (a)  it is an organization duly incorporated or formed, validly existing,
     and in good standing under the laws of its jurisdiction of incorporation or
     formation, with all requisite power to enter into and to perform its
     obligations under this Agreement, and is duly qualified or registered and
     in good standing in each other jurisdiction in which the character of the
     business conducted by it or permitted to be conducted by it requires such
     qualification or registration, except where the failure to be so qualified
     would not adversely affect the transactions contemplated by this Agreement;

     (b)  its execution, delivery and performance of this Agreement have been
     duly authorized by all appropriate action by it and (if required) its
     stockholders, members or other owners, and this Agreement has been duly
     executed and delivered;

     (c)  its authorization, execution, delivery and performance of this
     Agreement do not (i) violate its organizational, charter or other
     constituent documents, (ii) conflict with, result in a breach of any of the
     terms, conditions or provisions of, or constitute a default under, any
     other material agreement or arrangement to which it is a party or by which
     it is bound or with any provision of law, regulation, judgment or decree to
     which it is subject or with any permit or license which it has been
     granted, or (iii) require the filing or registration with, or the approval,
     authorization or consent of any governmental agency or tribunal other than
     filings with the SEC of amended Schedules 13G by RA and RB and a Form 8-A/A
     and Form 8-K by EOG;

     (d)  this Agreement constitutes its valid, binding and enforceable
     agreement; and

     (e)  there is no action, suit or proceeding pending, or, to its knowledge,
     is any of such threatened, against it, seeking any injunction, award or
     other relief that would impair its ability to perform its obligations under
     this Agreement other than the Enron Bankruptcy Proceedings and any actions
     or claims related thereto or arising as a result thereof.

     In addition, each of RA and RB represents and warrants to EOG that it has
     not sold, transferred, pledged or otherwise disposed of any of the
     interests or rights it owns or controls in the Block, in whole or in part,
     or any interest therein except to each other pursuant to the documents
     relating to the Structured Finance Transactions delivered to EOG's counsel
     on March 27, 2002 (which, to the best knowledge of RA and RB, is a complete
     and accurate set as of the date hereof (including any amendments and
     waivers)).

8.   MISCELLANEOUS:


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     (a)  GOVERNING LAW; VENUE. The parties hereto shall be entitled to an
     injunction or injunctions to prevent breaches of this Agreement and to
     enforce specifically the terms and provisions of this Agreement in the
     Chancery Court or other Courts of the State of Delaware, this being in
     addition to any other remedy to which they are entitled at law or in
     equity. In addition, each of the parties hereto (i) consents to submit
     itself to the personal jurisdiction of the Chancery Court or other Courts
     of the State of Delaware in the event any dispute arises out of this
     Agreement or the transactions contemplated by this Agreement, (ii) agrees
     that it will not attempt to deny or defeat such personal jurisdiction by
     motion or other request for leave from any such court, (iii) agrees that it
     will not bring any action relating to this Agreement or the transactions
     contemplated by this Agreement in any court other than the Chancery Court
     or other Courts of the State of Delaware, and (iv) each of the parties
     irrevocably consents to service of process by first class certified mail,
     return receipt requested, postage prepaid, or by facsimile to the address
     at which such party is to receive notice as set out below each party's
     signature herein. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS,
     INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF
     NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN
     SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH
     STATE.

     RA hereby irrevocably designates Schulte Roth & Zabel (in such capacity the
     "RA Process Agent"), with an office at 919 Third Avenue, New York, New York
     10022 as its designee, appointee and agent to receive, for and on its
     behalf service of process in such jurisdiction in any legal action or
     proceedings with respect to this Agreement or any other agreement executed
     in connection with this Agreement, and such service shall be deemed
     complete upon delivery thereof to the RA Process Agent, provided that in
     the case of any such service upon the RA Process Agent, the party effecting
     such service shall also deliver a copy thereof to RA in the manner provided
     in this Section 8(a). RA shall take all such action as may be necessary to
     continue said appointment in full force and effect or to appoint another
     agent so that RA will at all times have an agent for service of process for
     the above purposes in the city of New York. In the event of the transfer of
     all or substantially all of the assets and business of the RA Process Agent
     to any entity or other person by consolidation, merger, sale of assets or
     otherwise, such entity or other person shall be substituted hereunder for
     the RA Process Agent with the same effect as if named herein in place of
     Schulte Roth & Zabel. RA further irrevocably consents to the service of
     process out of any of the aforementioned courts in any such action or
     proceeding by the mailing of copies thereof by registered airmail, postage
     prepaid, or facsimile to such party at its address set out below each
     party's signature herein. Nothing herein shall affect the right of any
     party to serve process in any other manner permitted by applicable New York
     law. RA expressly acknowledges that the foregoing waiver is intended to be
     irrevocable under the laws of the State of New York and of the United
     States of America.

     RB hereby irrevocably designates White & Case LLP (in such capacity the "RB
     Process Agent"), with an office at 1155 Avenue of the Americas, New York,
     New York 10036 as its designee, appointee and agent to receive, for and on
     its behalf service of process in

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     such jurisdiction in any legal action or proceedings with respect to this
     Agreement or any other agreement executed in connection with this
     Agreement, and such service shall be deemed complete upon delivery thereof
     to the RB Process Agent, provided that in the case of any such service upon
     the RB Process Agent, the party effecting such service shall also deliver a
     copy thereof to RB in the manner provided in this Section 8(a). RB shall
     take all such action as may be necessary to continue said appointment in
     full force and effect or to appoint another agent so that RB will at all
     times have an agent for service of process for the above purposes in the
     city of New York. In the event of the transfer of all or substantially all
     of the assets and business of the RB Process Agent to any entity or other
     person by consolidation, merger, sale of assets or otherwise, such entity
     or other person shall be substituted hereunder for the RB Process Agent
     with the same effect as if named herein in place of White & Case LLP. RB
     further irrevocably consents to the service of process out of any of the
     aforementioned courts in any such action or proceeding by the mailing of
     copies thereof by registered airmail, postage prepaid, or facsimile to such
     party at its address set out below each party's signature herein. Nothing
     herein shall affect the right of any party to serve process in any other
     manner permitted by applicable New York law. RB expressly acknowledges that
     the foregoing waiver is intended to be irrevocable under the laws of the
     State of New York and of the United States of America.

     EOG hereby irrevocably designates Wachtell, Lipton, Rosen & Katz (in such
     capacity the "EOG Process Agent"), with an office at 51 West 52nd Street,
     New York, New York 10019 as its designee, appointee and agent to receive,
     for and on its behalf service of process in such jurisdiction in any legal
     action or proceedings with respect to this Agreement or any other agreement
     executed in connection with this Agreement, and such service shall be
     deemed complete upon delivery thereof to the EOG Process Agent, provided
     that in the case of any such service upon the EOG Process Agent, the party
     effecting such service shall also deliver a copy thereof to EOG in the
     manner provided in this Section 8(a). EOG shall take all such action as may
     be necessary to continue said appointment in full force and effect or to
     appoint another agent so that EOG will at all times have an agent for
     service of process for the above purposes in the city of New York. In the
     event of the transfer of all or substantially all of the assets and
     business of the EOG Process Agent to any entity or other person by
     consolidation, merger, sale of assets or otherwise, such entity or other
     person shall be substituted hereunder for the EOG Process Agent with the
     same effect as if named herein in place of Wachtell, Lipton, Rosen & Katz.
     EOG further irrevocably consents to the service of process out of any of
     the aforementioned courts in any such action or proceeding by the mailing
     of copies thereof by registered airmail, postage prepaid, or facsimile to
     such party at its address set out below each party's signature herein.
     Nothing herein shall affect the right of any party to serve process in any
     other manner permitted by applicable New York law. EOG expressly
     acknowledges that the foregoing waiver is intended to be irrevocable under
     the laws of the State of New York and of the United States of America.

     (b)  ENTIRE AGREEMENT; AMENDMENT. This Agreement, and any agreements,
     instruments or documents executed and delivered by the parties or their
     affiliates pursuant to this Agreement, constitute the entire agreement and
     understanding among the parties, and it is understood and agreed that all
     other previous undertakings, negotiations and agreements

                                       9

<PAGE>

     among the parties regarding the subject matter hereof are merged herein. If
     RA or RB shall be entitled to direct the disposition of the Block (or any
     shares included therein) and the restrictions on disposition of the Block
     (or any shares included therein) which are applicable to Enron Affiliates
     are inconsistent with the provisions of this Agreement, the provisions of
     this Agreement shall govern. This Agreement may not be modified orally, but
     only by an agreement in writing signed by each of the parties.

     (c)  WAIVERS. No delay on the part of any party in exercising any right,
     power or privilege hereunder shall operate as a waiver thereof, nor shall
     any waiver on the part of any party of any such right, power or privilege,
     nor any single or partial exercise of any such right, power or privilege,
     preclude any further exercise thereof or the exercise of any other such
     right, power or privilege.

     (d)  BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. This Agreement and all
     of its provisions, rights and obligations shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective successors.
     This Agreement shall not be assigned by operation of law or otherwise.
     Nothing herein express or implied is intended or shall be construed to
     confer upon or to give anyone other than the parties any rights or benefits
     under or by reason of this Agreement, and no other party shall have any
     right to enforce any of the provisions of this Agreement.

     (e)  EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
     number of counterparts and by different parties hereto in separate
     counterparts, each of which when executed shall be deemed to be an original
     and all of which taken together shall constitute one and the same
     agreement. Delivery of an executed counterpart of a signature page to this
     Agreement by telecopier or facsimile shall be effective as delivery of a
     manually executed counterpart of this Agreement.

     (f)  DESCRIPTIVE HEADINGS, ETC. The recitals and headings in this Agreement
     are not part of this Agreement and shall not limit or otherwise affect the
     terms contained herein; provided that, notwithstanding the foregoing, the
     definitions set forth in the recitals are an integral part of this
     Agreement and shall be given full force and effect in accordance with their
     terms.

     (g)  SEVERABILITY. If any term or other provision of this Agreement is
     invalid, illegal or unenforceable, all other provisions of this Agreement
     shall remain in full force and effect so long as the economic or legal
     substance of the transactions contemplated hereby is not affected in any
     manner materially adverse to any party.


                                       10


<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



EOG Resources Inc.                       Cooperatieve Centrale Raffeisen-
                                         Boerenleenbank B.A.
By: /s/ Edmund P. Segner III             By: /s/ Ron M. van der Velde
   ---------------------------------         -------------------------------
Name:   Edmund P. Segner III             Name:   Ron M. van der Velde
     -------------------------------           -----------------------------
Title:  President and Chief of Staff     Title:  Senior Vice President
      ------------------------------           -----------------------------

Address for Notices:                     By:  /s/ Rolf J. Dakker
  333 Clay Street                            -------------------------------
------------------------------------     Name:    Rolf J. Dakker
  Suite 4200                                   -----------------------------
------------------------------------     Title:   Member of Managing Board
  Houston, TX 77002-4103                       -----------------------------
------------------------------------
Facsimile: 713-651-6987                  Address for Notices:
------------------------------------           Robobank International
                                         ------------------------------------
                                               Croeseloon 18, 3521 CB
                                         ------------------------------------
                                               P.O Box 17100, 3500 HG Utrecht
                                         ------------------------------------
                                         Facsimile: 011 31 30 216 3761
                                         ------------------------------------
                                                c/o Ron M. van der Velde


                                         Royal Bank of Canada

                                         By: /s/ Mark R. Hughes
                                            ---------------------------------
                                         Name:   Mark R. Hughes
                                              -------------------------------
                                         Title:  Senior Vice President
                                               ------------------------------

                                         By:  /s/ Stephen Walker
                                            ---------------------------------
                                         Name:    Stephen Walker
                                              -------------------------------
                                         Title:   Senior Vice President
                                               ------------------------------

                                         By:
                                            ---------------------------------
                                         Name:
                                              -------------------------------
                                         Title:
                                               ------------------------------

                                         Address for Notices:
                                            RBC Captial Markets
                                         ------------------------------------
                                            12th Floor Seventh Tower
                                         ------------------------------------
                                            Royal Bank Plaza, Toronto,
                                            Ontario MSJ 2W7
                                         ------------------------------------
                                         Facsimile: 416-842-4015
                                         ------------------------------------


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