EOG Resources (EOG)

Material Terms of Plan Based Awards

     The vesting schedule of all restricted stock/units and stock options/SARs awarded to the Named Officers is described under footnotes (c) and (d) to the Grants of Plan Based Awards table above. In accordance with the terms of our 1992 Stock Plan, no dividends or other distributions will be paid on unvested shares of restricted stock/units, but the value of any dividends or distributions declared on our common stock will be credited by us for the account of the Named Officer (with no interest) with respect to those unvested shares. When a portion of the restricted stock/units vests, we will deliver the accumulated credits to the respective officer in either cash or the equivalent number of shares of our common stock. Credits for the value of dividends and distributions are forfeited under the same circumstances that the restricted stock/units are forfeited (please refer to “Compensation Discussion and Analysis, Elements of In-Service Compensation, Restricted Stock”, on page 11 of this Proxy Statement for a discussion of forfeiture). At no time during 2006 were any outstanding awards repriced or otherwise materially modified. There are no performance based or market based conditions applicable to any of the awards described above.

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