CHANGE OF CONTROL AGREEMENT

EXHIBIT 10.15

CHANGE OF CONTROL AGREEMENT

This Agreement between EOG Resources, Inc., a Delaware

corporation (the "Company"), and Timothy K. Driggers (the

"Employee") is effective as of this 31st day of August, 2004 (the

"Effective Date"). Certain capitalized terms used herein are

defined in Section 20.

WITNESSETH:

Whereas, the Company considers it to be in the best

interests of its stockholders to encourage the continued

employment of certain key employees of the Company notwithstanding

the possibility, threat or occurrence of a Change of Control of

the Company; and

Whereas, the Employee is a key employee of the Company; and

Whereas, the Company believes that the possibility of the

occurrence of a Change of Control of the Company may result in

the termination by the Employee of the Employee's employment by

the Company or in the distraction of the Employee from the

performance of Employee's duties to the Company, in either case

to the detriment of the Company and its stockholders; and

Whereas, the Company recognizes that the Employee could

suffer adverse financial and professional consequences if a

Change of Control of the Company were to occur; and

Whereas, the Company wishes to enter into this Agreement to

protect the Employee if a Change of Control of the Company

occurs, thereby encouraging the Employee to remain in the employ

of the Company and not to be distracted from the performance of

Employee's duties to the Company by the possibility of a Change

of Control of the Company;

Now, Therefore, the parties agree as follows:

SECTION 1. OTHER EMPLOYMENT ARRANGEMENTS.

(a) This Agreement does not affect the Employee's existing

or future employment arrangements with the Company unless a

Change of Control of the Company shall have occurred before the

expiration of the term of this Agreement. The Employee's

employment with the Company shall continue to be governed by the

Employee's existing or future employment agreements with the

Company, if any, or, in the absence of any employment agreement,

shall continue to be at the will of the Company, except that if a

Change of Control of the Company shall have occurred before the

expiration of the term of this Agreement and the Employee's

employment with the Company is terminated (whether by the

Employee or the Company or automatically as provided in

Section 3) after the occurrence of that Change of Control of the

Company, then the Employee shall be entitled to receive certain

benefits as provided in this Agreement.

(b) Nothing in this Agreement shall prevent or limit the

Employee's continuing or future participation in any plan,

program, policy or practice of or provided by the Company or any

of its Affiliates and for which the Employee may qualify, nor

shall anything herein limit or otherwise affect such rights as

the Employee may have under any contract or agreement with the

Company or any of its Affiliates. Amounts which are vested

benefits or which the Employee is otherwise entitled to receive

under any plan, program, policy or practice of or provided by, or

any contract or agreement with, the Company or any of its

Affiliates at or subsequent to the date of termination of the

Employee's employment with the Company shall be payable or

otherwise provided in accordance with such plan, program, policy

or practice or contract or agreement except as explicitly

modified by this Agreement.

SECTION 2. CHANGE OF CONTROL OF THE COMPANY.

A "Change of Control of the Company" shall mean the

occurrence of any of the following events:

(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")

(an "Exchange Act Person") of beneficial ownership (within the

meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%

or more of either the then-outstanding shares of common stock of

the Company (the "Outstanding Company Common Stock") or 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

of the Company: (i) any acquisition directly from the Company,

(ii) any acquisition by the Company, (iii) any acquisition by any

employee benefit plan (or related trust) sponsored or maintained

by the Company or any Affiliated Company or (iv) any acquisition

by any corporation pursuant to a transaction that complies with

subclauses (i), (ii) and (iii) of clause (c) of this Section 2;

(b) Individuals who, as of May 4, 2004, constitute the

Board of Directors (the "Incumbent Board") cease for any reason

to constitute at least a majority of the Board of Directors;

provided, however, that any individual becoming a director

subsequent to May 4, 2004, 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 an Exchange Act Person other than the Board of

Directors;

(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, (i) 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, (ii) no Exchange Act 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 the extent that such ownership

existed prior to the Business Combination, and (iii) 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 of Directors

providing for such Business Combination; or

(d) Approval by the stockholders of the Company of a complete

liquidation or dissolution of the Company.

Notwithstanding anything contained in this Agreement to the

contrary, if (i) the Employee's employment with the Company is

terminated, or (ii) an event occurs which, had it occurred after

a Change of Control of the Company, would with proper notice from

Employee constitute an Event of Termination for Good Reason, and

if it is reasonably demonstrated by the Employee that such action

(A) was taken at the request of a third party that has taken

steps reasonably calculated to effect a Change of Control of the

Company or (B) otherwise arose in connection with or anticipation

of a Change of Control of the Company, then for all purposes of

this Agreement, such Change of Control of the Company shall be

deemed to have occurred on the date immediately prior to the date

of such termination or event.

SECTION 3. TERM OF THIS AGREEMENT.

The term of this Agreement shall begin on the Effective Date

and shall expire on the first to occur of:

(a) the Employee's death, the Employee's Disability or the

Employee's Retirement, which events shall also be deemed

automatically to terminate the Employee's employment by the

Company; or

(b) the termination by the Employee or the Company of the

Employee's employment by the Company.

The expiration of the term of this Agreement shall not terminate

this Agreement itself or affect the right of the Employee or the

Employee's legal representatives to enforce the payment of any

amount or other benefit to which the Employee was entitled before

the expiration of the term of this Agreement or to which the

Employee became entitled as a result of the event that caused the

term of this Agreement to expire.

SECTION 4. EVENT OF TERMINATION FOR CAUSE.

(a) An "Event of Termination for Cause" shall mean the

Employee's (i) conviction of a felony involving moral turpitude

(which, through lapse of time or otherwise, is not subject to

appeal), (ii) willful refusal without proper legal cause to

perform employee's duties and responsibilities which remains

uncorrected for thirty (30) days following written notice to the

Employee by the Company of such event, (iii) willfully engaging

in conduct which the Employee has, or reasonably should have,

reason to know is materially injurious to the Company, or (iv)

other extreme personal conduct such as, but not limited to,

deliberate infliction of bodily injury to another employee while

on duty, gross negligent lack of regard for safety rules and

customs, or engaging in business activities directly in conflict

with the Company's business.

(b) For purposes of this Section 4, no act, or failure to act,

on the part of the Employee shall be considered "willful" unless

it is done, or omitted to be done, by the Employee in bad faith

or without reasonable belief that the Employee's action or

omission was in the best interests of the Company. Any act, or

failure to act, based upon authority given pursuant to a

resolution duly adopted by the Board of Directors or upon the

instructions of the Chief Executive Officer of the Company or a

senior officer of the Company or based upon the advice of counsel

for the Company shall be conclusively presumed to be done, or

omitted to be done, by the Employee in good faith and in the best

interests of the Company. Any business activity that has been

approved by the Chairman of the Board of the Company (or if the

Employee is the Chairman of the Board of the Company, that has

been approved by a resolution duly adopted by the Board of

Directors) shall be conclusively presumed not to be a business

activity that is in direct conflict with the Company's business.

(c) The cessation of employment of the Employee as a result of

the alleged occurrence of an event referred to in clause (ii) or

(iii) of the definition of "Event of Termination for Cause" shall

not be deemed to be as a result of an Event of Termination for

Cause unless and until there shall have been delivered to the

Employee a copy of a resolution duly adopted by the affirmative

vote of not less than three-quarters of the entire membership of

the Board of Directors (excluding the Employee, if the Employee

is a member of the Board of Directors) at a meeting of the Board

of Directors called and held for such purpose (after reasonable

notice is provided to the Employee and the Employee is given an

opportunity, together with counsel for the Employee, to be heard

before the Board of Directors), finding that, in the good faith

opinion of the Board of Directors, the Employee is guilty of the

conduct described in clause (ii) or (iii) of such definition and

specifying the particulars thereof in detail. Any determination

of the Board of Directors under this clause (c) shall not be

binding on the Employee, shall not be conclusive as to whether an

Event of Termination for Cause has occurred, and shall not affect

Employee's right to contest whether an Event of Termination for

Cause has occurred.

SECTION 5. EVENT OF TERMINATION FOR GOOD REASON.

An "Event of Termination for Good Reason" shall mean, after

a Change of Control of the Company, the occurrence of any of the

following events, provided Employee serves termination by written

notice in connection with or based upon and within 90 days of the

occurrence of such event:

(a) a significant reduction in the Employee's authority

and/or responsibilities (whether or not occurring solely as a

result of the Company's ceasing to be a publicly traded entity);

or

(b) a reduction in Employee's Annual Base Salary, a

reduction in Employee's annual bonus when compared to the bonus

received for the prior year, or the failure to continue the

Employee's full participation in any employee benefit plan or

program (unless replaced by a substantially comparable plan or

program) in which Employee is eligible to participate prior to

the notification (other than as a result of the normal expiration

of such plan or program), in each case other than as a part of a

general program to reduce compensation or benefits on a

proportional basis relative to all other employees of the

Company; or

(c) a relocation of the Employee's primary place of work to

a location more than 50 miles away from the Employee's primary

place of work at the time of the notice (provided, however, this

clause (c) shall no longer apply to an employee after he has

accepted any such relocation after a Change of Control of the

Company has occurred and the above referenced 90 day period has

passed).

For the avoidance of doubt, any action referred to in clause (a),

(b) or (c) above shall constitute an Event of Termination for

Good Reason under the foregoing definition regardless of whether

the Company is permitted to take such action under any employment

contract with the Employee.

SECTION 6. NOTICE O