Exhibit 99.4
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
1. General Background. First Chicago Trust Company
of New York (the "Rights Agent") and EOG
Resources, Inc. ("EOG") have entered into a
Rights Agreement, dated February 14, 2000 (as
amended, the "Agreement"). The Rights Agent and
EOG desire to amend the Agreement in certain
respects.
2. Effectiveness. This Amendment shall be effective
as of December 20, 2001 (the "Amendment") and all
defined terms and definitions in the Agreement
shall be the same in the Amendment except as
specifically revised by the Amendment.
3. Revision. Section 21 of the Agreement entitled
"Change of Rights Agent" is hereby deleted in its
entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be
discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the
Company and to each transfer agent of the Common
Shares or Preferred shares by registered or
certified mail and to the holders of the Right
Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights
Agent upon 30 days' notice in writing mailed to
the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If
the Company shall fail to make such appointment
within a period of 30 days after giving notice of
such removal or after it has been notified in
writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the
holder of a Right Certificate (who shall, with
such notice, submit such holder's Right
Certificate for inspection by the company), then
the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation
or trust company organized and doing business
under the laws of the United States, in good
standing, which is authorized under such laws to
exercise corporate trust or stock transfer powers
and is subject to supervision or examination by
federal or state authority and which has
individually or combined with an affiliate at the
time of its appointment as Rights Agent a combined
capital and surplus of at least $100 million
dollars. After appointment, the successor Rights
Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had
been originally named as Rights Agent without
further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it
2
hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of
any such appointment the Company shall file notice
thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares
or Preferred Shares, and mail a notice thereof in
writing to the registered holders of the Right
Certificates. Failure to give any notice provided
for in this Section, however, or any defect
therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent,
as the case may be.
4. Except as amended hereby, the Agreement and all
schedules or exhibits thereto shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed in their names and on their
behalf by and through their duly authorized officers,
as of this 20th day of December, 2001.
EOG Resources, Inc. First Chicago Trust Co.
of New York
/s/ Xxxxx X. Xxxxxx /s/ X. X. Xxxxx
------------------------ ------------------------
By: Xxxxx X. Xxxxxx By: X. X. Xxxxx
Title: Vice President Title: Chief Marketing
Finance Officer
