EXHIBIT
10.4(b)
FIRST AMENDMENT
TO
CHANGE OF CONTROL AGREEMENT
This First Amendment, entered into and made effective as of
April 30, 2009, by and between EOG Resources, Inc.
("Company") and Frederick J. Plaeger, II ("Employee"), is an
amendment of that certain Change of Control Agreement, dated
effective as of April 23, 2007, between the Company and Employee
("Agreement").
WHEREAS, the parties desire to amend the Agreement as provided
herein;
NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the adequacy, sufficiency and receipt
of which are hereby acknowledged, the parties agree as follows:
-
- Section 20 of the Agreement is hereby amended
and restated to provide as follows:
SECTION 20. CODE SECTION
409A.
The parties hereto will act in good
faith to equitably restructure any payments and benefits provided
for in this Agreement to the extent necessary to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"). Any such restructuring shall not reduce the value of
su
