AMENDMENT NO. 3 TO RIGHTS AGREEMENT


            AMENDMENT NO. 3, (this "Amendment No. 3") dated as of April 11,
2002, to the Rights Agreement, dated as of February 14, 2000, as amended, by and
between EOG Resources, Inc. (the "Company") and EquiServe Trust Company of New
York (as Rights Agent) (the "Rights Agreement").

            WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and

            WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and

            WHEREAS, the Company, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., a cooperative institution organized under the
laws of The Netherlands ("Rabobank") and Royal Bank of Canada, a corporation
organized under the laws of Canada ("RBC") have entered into an agreement, dated
as of April 4, 2002 (the "EOG Share Agreement"), to govern various aspects of
their future relationships, including certain obligations of the Company and
certain limitations on the actions of Rabobank and RBC and their respective
affiliates with respect to the Company and on their ability to sell, transfer,
pledge or otherwise dispose of shares of the Company; and

            WHEREAS, pursuant to Section 1 of the EOG Share Agreement, the
Company has agreed to amend its Rights Agreement as provided therein; and

            WHEREAS, the Board of Directors has determined that such amendment
is in the best interest of the Company and its stockholders.

            NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:

            1. Section 1 of the Rights Amendment is hereby modified and amended
to include the following new definitions in the appropriate alphabetical
position with the subsequent definitions being appropriately re-lettered and
cross-references thereto being appropriately revised:

            "Block" shall mean 11,500,000 Common Shares of the Company in which
            Rabobank acquired a beneficial interest as a result of the
            structured finance transactions involving it, RBC and Enron Corp.,
            an Oregon corporation, and affiliated parties thereof (as the same
            may be adjusted pursuant to Section 4 of the EOG Share Agreement and
            as the amount thereof may be reduced by any sales, transfers,
            pledges or other dispositions to purchasers other than Rabobank or
            RBC or their respective affiliates).

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            "EOG Share Agreement" shall mean the agreement between the Company,
            Rabobank and RBC, dated as of April 4, 2002.

            "Rabobank" shall mean Cooperatieve Centrale
            Raiffeisen-Boerenleenbank B.A., a cooperative institution organized
            under the laws of The Netherlands.

            "RBC" shall mean the Royal Bank of Canada, a corporation organized
            under the laws of Canada.

            2.  Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:

            Notwithstanding the foregoing, Rabobank shall 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 Rabobank), not more than an aggregate of 1,500,000
            Common Shares of the Company, all of which shall be 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 the Company. If
            following the date hereof the Common Shares of the Company are
            changed by reason of any reclassification, split up, stock split,
            reverse stock split, stock dividend, stock combination, merger,
            share exchange or similar transaction, the foregoing reference to
            1,500,000 Common Shares of the Company shall be equitably adjusted.



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            IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed by
the Company and the Rights Agent as of the day and year first written above.

                           EOG RESOURCES, INC.



                           By:  /s/ Edmund P. Segner
                              --------------------------------------------------
                           Name:  Edmund P. Segner
                           Title: President and Chief of Staff



                           EQUISERVE TRUST COMPANY, N.A.
                                (as Rights Agent)



                           By:  /s/ Collin Ekeogu
                              --------------------------------------------------
                           Name:  Collin Ekeogu
                           Title: Director




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