Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gx6TB3bwVPX9gS3W0i6Q+hSgrWZg11eiqF3D/OZ24yTIjbBo9q+6ZlSudn8en5sR AMkMIFBenAYXbvgXdg3WiA== 0001193125-07-164090.txt : 20070727 0001193125-07-164090.hdr.sgml : 20070727 20070727152854 ACCESSION NUMBER: 0001193125-07-164090 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070727 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741659398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-30481 FILM NUMBER: 071006580 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252-0504 BUSINESS PHONE: 7132975000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO CENTRAL INDEX KEY: 0000891456 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330430755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 8322396000 MAIL ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO L P DATE OF NAME CHANGE: 20020619 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER RESOURCES LP DATE OF NAME CHANGE: 19980130 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Pogo Producing Company

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

730448107

(CUSIP Number)

John F. Wombwell

Executive Vice President & General Counsel

Plains Exploration & Production Company

700 Milam, Ste 3100

Houston, Texas 77002

(713) 579-6000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 17, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall included a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are being sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 730448107


1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only). Plains Exploration & Production Company, I.R.S. Identification No. 33-0430755
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization State of Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power None
		8. Shared Voting Power 5,388,672(1)
		9. Sole Dispositive Power None
		10. Shared Dispositive Power None


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,388,672(1)
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.1%(2)
14.	Type of Reporting Person CO

(1) Represents the aggregate number of outstanding shares of the issuer’s common stock beneficially owned by Third Point LLC and Paul G. Van Wagenen, each of whom entered into a Support Agreement, dated July 17, 2007, with Plains Exploration & Production Company, a Delaware corporation (“PXP”), obligating the stockholder to vote its or his shares in favor of matters related to the merger of the issuer with a subsidiary of PXP, and with respect to which Mr. Van Wagenen granted certain officers of PXP an irrevocable proxy granting them the right to vote on his behalf in favor of such matters. Total includes 550,000 shares issuable upon the exercise of options held by Mr. Van Wagenen. For more information regarding the securities holdings of Third Point LLC and Mr. Van Wagenen, please see Schedule B attached hereto. PXP expressly disclaims beneficial ownership of any of the shares of issuer’s common stock subject to the Support Agreements and proxies.

(2) Based on 59,200,282 shares of the issuer’s common stock outstanding, which includes the 58,650,282 shares outstanding as of June 30, 2007, as represented by the issuer in the Agreement and Plan of Merger discussed in Items 3 and 4 below, and 550,000 shares issuable upon the exercise of options held by Mr. Van Wagenen.

Item 1. Security and Issuer

The class of equity securities to which this statement relates is common stock, $1.00 par value, of Pogo Producing Company, a Delaware corporation (“Pogo”). The principal executive offices of Pogo are located at 5 Greenway Plaza, Suite 2700, Houston, Texas 77046.

Item 2. Identity and Background

(a) The name of the corporation filing this statement is Plains Exploration & Production Company, a Delaware corporation, hereinafter sometimes referred to as “PXP.”

(b) The address of PXP’s principal office is 700 Milam, Suite 3100, Houston, Texas 77002.

(c) PXP is an independent oil and gas company primarily engaged in the activities of acquiring, developing, exploiting, exploring and producing oil and gas properties in the United States.

(d) Neither PXP nor, to PXP’s knowledge, any person named on Schedule A attached hereto has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither PXP nor, to PXP’s knowledge, any person named on Schedule A attached hereto was, during the last five (5) years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) To PXP’s knowledge, each of the individuals identified on Schedule A attached hereto is a citizen of the United States.

Set forth on Schedule A is the name, principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of PXP as of the date hereof.

Item 3. Source and Amount of Funds or Other Consideration

PXP and PXP Acquisition LLC, a direct, wholly owned subsidiary of PXP (“Merger Sub”) entered into an Agreement and Plan of Merger, dated as of July 17, 2007, which is incorporated by reference herein as Exhibit 1 (the “Merger Agreement”), with Pogo that provides for the merger of Pogo with and into Merger Sub (the “Merger”) with the Merger Sub continuing as the surviving corporation after the Merger. As an inducement for PXP to enter into the Merger Agreement and in consideration thereof, certain stockholders of Pogo identified on Schedule B (collectively, the “Stockholders”), entered into separate Support Agreements with PXP, dated July 17, 2007, as more fully described in Item 4, whereby each Stockholder agreed that at any meeting (or any adjournment or

postponement thereof) of the holders of Pogo common stock, such Stockholder will vote all of its or his shares of Pogo common stock currently owned by such Stockholder or acquired by such Stockholder after such date in favor of the matters contemplated in the Merger Agreement. Mr. Van Wagenen has also granted certain officers of PXP an irrevocable proxy granting them the right to vote such shares in favor of such matters (the support agreements and proxies together are referred to herein as the “Support Agreements”). PXP did not pay additional consideration to the Stockholders in exchange for the Support Agreements.

References to, and descriptions of, the Merger, the Merger Agreement and the Support Agreements throughout this Schedule 13D are qualified in their entirety by reference to the Merger Agreement incorporated by reference as Exhibit 1 to this Schedule 13D and the Support Agreements incorporated by reference as Exhibit 2 and Exhibit 3 to this Schedule 13D, respectively. These agreements are incorporated into this Schedule 13D where such references and descriptions appear.

Item 4. Purpose of Transaction

(a) - (b) As described in Item 3 above, this Schedule 13D relates to the proposed merger of PXP with Pogo pursuant to the terms of the Merger Agreement. To induce PXP to enter into the Merger Agreement, the Stockholders entered into the Support Agreements. The purpose of the Support Agreements is to facilitate the consummation of the Merger.

The Merger Agreement provides that, upon effectiveness of the Merger, each share of common stock of Pogo then issued and outstanding (excluding dissenting shares) will be converted automatically into the right to receive $24.88 in cash and 0.68201 shares of common stock of PXP (the “Merger Consideration”), subject to election, adjustment and proration procedures as provided for in the Merger Agreement. Also at the Effective Time (as defined in the Merger Agreement) of the Merger, each share of Pogo common stock issued and outstanding immediately prior to the Merger that is owned by PXP, Merger Sub, any subsidiaries of PXP or Merger Sub or Pogo (as treasury stock) will be cancelled, and each outstanding option to acquire Pogo common stock will be converted into the right to receive an amount equal to the product of the number of shares of Pogo common stock previously subject to such option and the excess, if any, of the Merger Consideration per share over the exercise price of such option, less any applicable withholding. In addition, each outstanding share of Pogo restricted stock that has not vested will become fully vested and converted into the right to receive the Merger Consideration, less any applicable withholding.

By executing the Support Agreements, the Stockholders have agreed to vote all of the shares of Pogo common stock currently owned by them or acquired prior to the expiration of the Support Agreement for (a)(i) the adoption of the Merger Agreement, (ii) the Merger and the other transactions contemplated by the Merger Agreement and (iii) any actions required in furtherance of the Merger and the other transactions contemplated by the Merger Agreement, and against (b)(i) any alternative proposal, (ii) any proposal for action or agreement that is reasonably likely to result in a breach by Pogo of any covenant, representation or warranty or any other obligation or agreement under the Merger Agreement that is reasonably likely to result in any of the conditions to Pogo’s obligations under the Merger Agreement not being fulfilled or (c) any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated. Mr. Van Wagenen’s Support Agreement grants an irrevocable proxy to certain officers of PXP granting them the right to vote such shares as specified in clauses (a) and (b) above. The Support Agreements terminate upon the earlier to occur of (a) the termination of the Merger Agreement in accordance with its terms or (b) the Effective Time.

(d) The directors and officers of the Merger Sub at the Effective Time of the Merger shall remain the directors and officers until the earlier to occur of the resignation or removal of such directors and officers or until their respective successors are duly elected or appointed in accordance with the applicable law.

(e) Other than pursuant to the Merger Agreement or as a result of the Merger, in each case as described in Item 3 and above in this Item 4, not applicable.

(f) Other than pursuant to the Merger Agreement or as a result of the Merger, in each case as described in Item 3 and above in this Item 4, not applicable.

(g) Other than pursuant to the Merger Agreement or as a result of the Merger, in each case as described in Item 3 and above in this Item 4, not applicable.

(h) Other than pursuant to the Merger Agreement or as a result of the Merger, in each case as described in Item 3 and above in this Item 4, not applicable.

(i) Other than pursuant to the Merger Agreement or as a result of the Merger, in each case as described in Item 3 and above in this Item 4, not applicable.

(j) Other than pursuant to the Merger Agreement or as a result of the Merger, in each case as described in Item 3 and above in this Item 4, not applicable.

Item 5. Interest in Securities of the Issuer

(a) As a result of the Support Agreements, PXP may be deemed to be the beneficial owner of 5,388,672 shares of issuer’s common stock, after giving effect to 550,000 shares issuable upon the exercise of options held by Mr. Van Wagenen. This number of shares represents approximately 9.1% of the issuer’s outstanding common stock, based on 59,200,282 shares of the issuer’s common stock outstanding, which includes the 58,650,282 shares outstanding as of June 30, 2007, as represented by the issuer in the Merger Agreement, and 550,000 shares issuable upon the exercise of options held by Mr. Van Wagenen. PXP disclaims any beneficial ownership of such shares, and nothing herein shall be deemed to be an admission by PXP as to the beneficial ownership of such shares.

(b) PXP may be deemed to have shared voting power over the 5,388,672 shares of the issuer’s common stock (after giving effect to 550,000 shares issuable upon the exercise of options held by Mr. Van Wagenen) beneficially owned by the Stockholders due to PXP’s right under the Support Agreements to direct the voting of such shares with respect to the matters specified in the Support Agreements (and to vote such shares in accordance with Mr. Van Wagenen’s proxy). However, PXP does not control the voting of such shares with respect to other matters, and does not possess any other rights as a Pogo stockholder with respect to such shares. PXP does not have any dispositive power over the shares of the issuer’s common stock held by the Stockholders. To PXP’s knowledge, no shares of Pogo common stock are beneficially owned by any of the persons identified in Schedule A to this Schedule 13D.

Information required by Items 2 (a)-(c) with respect to each Stockholder is set forth on Schedule B. To PXP’s knowledge, none of the persons identified on Schedule B with whom PXP has shared voting power (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five (5) years, or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five (5) years.

(c) Except for the Merger Agreement and the Support Agreements, and the transactions contemplated by those agreements, to PXP’s knowledge, no transactions in Pogo common stock have been effected during the past sixty (60) days by any person named pursuant to Item 2.

(d) To PXP’s knowledge, no person other than the Stockholders identified on Schedule B has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The terms of the Support Agreements are described under Items 4(a)-(b) above. The Support Agreements also apply to any shares of Pogo common stock acquired by the parties to such agreements after the date of the Support Agreements.

Item 7. Material to Be Filed as Exhibits

The following documents are incorporated by reference as exhibits:


Exhibit No.		Title

1		Agreement and Plan of Merger, dated July 17, 2007, by and among Plains Exploration & Production Company, PXP Acquisition LLC and Pogo Producing Company (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Plains Exploration & Production Company on July 20, 2007).

2		Support Agreement, dated July 17, 2007, by and between Plains Exploration & Production Company and Paul G. Van Wagenen.

3		Support Agreement, dated July 17, 2007, by and between Plains Exploration & Production Company and Third Point LLC (incorporated by reference to Exhibit 99.2 to the Schedule 13D related to the stock of Pogo Producing Company filed by Third Point LLC on July 20, 2007).

Signature

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 27, 2007


Plains Exploration & Production Company

By:		/s/ John F. Wombwell
Name:		John F. Wombwell
Title:		Executive Vice President, General Counsel and Secretary

SCHEDULE A

Directors and Executive Officers of Plains Exploration & Production Company

The following table sets forth the name and present principal occupation or employment of each director and executive officer of Plains Exploration & Production Company (“PXP”). The business address of each person listed below is c/o Plains Exploration & Production Company, 700 Milam, Suite 3100, Houston, Texas 77002.

Board of Directors


Name		Principal Occupation or Employment

James C. Flores		Chairman of the Board of Directors, President and Chief Executive Officer

Isaac Arnold, Jr.		Chairman of the Board of Quintana Petroleum Corporation

Alan R. Buckwalter, III		Retired, Chairman and Chief Executive Officer of Chase Bank of Texas

Jerry L. Dees		Retired, Senior Vice President, Exploration and Land for Vastar Resources, Inc.

Tom H. Delimitros		General Partner of AMT Venture Funds

Robert L Gerry, III		Chairman and Chief Executive Officer of VAALCO Energy, Inc.

John H. Lollar		Managing Partner of Newgulf Exploration, L.P.

Executive Officers


Name		Title

James C. Flores		Chairman of the Board of Directors, President and Chief Executive Officer

John F. Wombwell		Executive Vice President, General Counsel and Secretary

Doss R. Bourgeois		Executive Vice President — Exploration & Production

Winston M. Talbert		Executive Vice President and Chief Financial Officer

Cynthia A. Feeback		Vice President, Controller and Chief Accounting Officer

SCHEDULE B

Parties to Support Agreements with Plains Exploration & Production Company

The following table sets forth the name, address, principal occupation or employment, and state or other place of organization of each stockholder of Pogo Producing Company that has entered into a Support Agreement with Plains Exploration & Production Company in connection with the Merger Agreement, and the aggregate number of shares of Pogo common stock held by each such person as of July 17, 2007.*


Name and Address	Principal Occupation or Employment	State or Other Place of Organization	Total Beneficial Ownership of Shares as of July 17, 2007
Third Point LLC 390 Park Avenue New York, NY 10022	N/A (entity)	Delaware	4,615,000

Paul G. Van Wagenen 5 Greenway Plaza Suite 2700 Houston, Texas 77046	Chairman of the Board, President and Chief Executive Officer of Pogo Producing Company	N/A (individual)	773,672(1)

*	As noted in Item 6 above, the Support Agreements also apply to any shares of Pogo common stock acquired by the parties to such agreements after the date of the Support Agreements. The above table includes the total shares of Pogo common stock held as of July 17, 2007.

(1)	Includes 550,000 shares of Pogo Producing Company common stock that may be acquired upon the exercise of options.

EXHIBIT INDEX


Exhibit No.		Title

1		Agreement and Plan of Merger, dated July 17, 2007, by and among Plains Exploration & Production Company, PXP Acquisition LLC and Pogo Producing Company (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Plains Exploration & Production Company on July 20, 2007).

2		Support Agreement, dated July 17, 2007, by and between Plains Exploration & Production Company and Paul G. Van Wagenen.

3		Support Agreement, dated July 17, 2007, by and between Plains Exploration & Production Company and Third Point LLC (incorporated by reference to Exhibit 99.2 to the Schedule 13D related to the stock of Pogo Producing Company filed by Third Point LLC on July 20, 2007).

EX-2 2 dex2.htm SUPPORT AGREEMENT Support Agreement

Exhibit 2

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 17, 2007, is by and between Plains Exploration & Production Company, a Delaware corporation (“Parent”), and Paul G. Van Wagenen, a natural person and a resident of the State of Texas (the “Stockholder”).

WHEREAS, Pogo Producing Company, a Delaware corporation (the “Company”), and Parent have entered into a Merger Agreement, dated as of July 17, 2007, by and among the Company, Parent, and a wholly-owned subsidiary of Parent (the “Merger Agreement”); and

WHEREAS, the Stockholder owns and has the present power and right to vote (or direct the voting of) that number of shares of common stock, par value $1.00 per share, of the Company (the “Shares”) set forth below the Stockholder’s name on the signature page hereto (such Shares owned by such Stockholder, together with any additional Shares of the Company acquired after the date hereof, being collectively referred to herein as the Stockholder’s “Subject Shares”); and

WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, and as an inducement to it to do so, the Stockholder has agreed for the benefit of Parent as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in this Agreement, the parties hereto hereby agree as follows:

ARTICLE I

VOTING AGREEMENT AND PROXY

Section 1.1 Agreement to Vote. At any meeting of the holders of the Company’s Shares held prior to the termination of Article I of this Agreement pursuant to Section 3.11 hereof (the “Article I Termination Date”), however called, and at every adjournment or postponement thereof prior to the Article I Termination Date, the Stockholder shall vote or cause to be voted the Subject Shares (a) in favor of (i) the adoption of the Merger Agreement by the Company, (ii) the merger (the “Merger”) and other transactions contemplated by the Merger Agreement, and (iii) any actions required in furtherance of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against (i) any Alternative Proposal (including a Superior Proposal) (each as defined in the Merger Agreement), (ii) any proposal for action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that is reasonably likely to result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, or (iii) any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated (clauses (a) and (b) together, the “Proxy Matters”).

Section 1.2 Irrevocable Proxy. In order to better effect the provisions of Section 1.1 hereof, the Stockholder hereby appoints James C. Flores and John F. Wombwell, and each of them, as the proxy of the Stockholder, each with full power of substitution and resubstitution, to vote the Subject Shares at any meeting of the holders of Shares of the Company held prior to the

Article I Termination Date, however called, and at every adjournment or postponement thereof prior to the Article I Termination Date, and to execute any written consent of the Stockholder in lieu of any such meeting, with the same force and effect as such vote would have if the Stockholder were personally present at such meeting or signed such consent, in all cases, however, in accordance with the terms of Section 1.1 hereof. This proxy, being coupled with an interest, is irrevocable.

Section 1.3 Proxies and Voting Agreements. The Stockholder hereby revokes any and all previous proxies (other than the proxy granted pursuant to Section 1.2 hereof) granted with respect to the Subject Shares with respect to the Proxy Matters. Prior to the Article I Termination Date, the Stockholder agrees not to, directly or indirectly, with respect to the Subject Shares (a) grant any proxies or powers of attorney (except pursuant to Section 1.2 hereof), (b) deposit any of such Shares into any voting trust or (c) enter into any other voting agreement or understanding, in each case relating to the Proxy Matters.

Section 1.4 Transfer of Shares by the Stockholder. Prior to the Article I Termination Date, the Stockholder agrees not to sell, transfer, assign, convey or otherwise dispose of, directly or indirectly, any of the Subject Shares held by the Stockholder, except as contemplated by the Merger Agreement.

Section 1.5 Stockholder Representations and Warranties. The Stockholder represents and warrants to Parent that (i) the Stockholder has duly authorized, executed and delivered this Agreement and that this Agreement constitutes a valid and binding agreement and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is party or by which the Stockholder is bound, (ii) the consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of law applicable to the Stockholder, (iii) there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney or voting agreements relating to, the Subject Shares, other than this Agreement, (iv) the Shares set forth next to the Stockholder’s name in the table under the heading “Common Stock Owned by Directors and Officers” in the Company’s proxy statement, dated April 20, 2007 and filed with the Securities and Exchange Commission on April 23, 2007, when combined with an additional 750 Shares acquired by the Stockholder pursuant to the Company’s 401(k) plan, constitute all of the securities of the Company owned beneficially or of record by the Stockholder on the date hereof and (v) the Stockholder has the present power and right to vote (or direct the voting of) all of the Shares set forth below the Stockholder’s name on the signature page hereto as contemplated herein.

ARTICLE II

STANDSTILL AGREEMENT

Section 2.1 Standstill. Except through the transactions contemplated by the Merger Agreement, the Stockholder agrees that, without the prior written consent of Parent, it will not (and it will not assist or encourage others to) at any time prior to the termination of Article II of this Agreement pursuant to Section 3.11 hereof (the “Article II Termination Date”):

(a) acquire or agree, offer, seek or propose to acquire, directly or indirectly, alone or in concert with any other association, corporation, company, group, partnership or other entity or individual (each a “Person”), by purchase or otherwise, any ownership, including but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), of any securities of Parent or any subsidiary thereof, or any rights or options to acquire such ownership (including from any third party);

(b) solicit proxies (as such term is defined in Rule 14a-l under the Exchange Act), or consents to vote, whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act with respect to any matter from holders of securities of Parent, or make any communication exempted from the definition of solicitation by Rule 14a-l(l)(2)(iv) under the Exchange Act;

(c) initiate, or induce or attempt to induce any other Person, entity or group to initiate, any stockholder proposal or tender offer or exchange offer for any securities of Parent or any subsidiary thereof, any change of control of Parent or any subsidiary thereof, any merger or other business combination involving Parent, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or its subsidiaries, or the convening of a stockholders’ meeting of Parent or any subsidiary thereof;

(d) form, join or in any way participate in a “group” (as defined in the Exchange Act) with respect to securities of Parent or otherwise seek or propose to influence or control the management or policies of Parent or any subsidiary thereof;

(e) enter into any discussions, negotiations, arrangements or understandings with any other Person other than Parent’s representatives with respect to any matter described in the foregoing subparagraphs (a) through (d); or

(f) take any action inconsistent with any of the foregoing subparagraphs (a) through (e).

The foregoing shall not prohibit or restrict (a) actions taken by directors or officers of the Company in their capacities as such (including, in the case of directors, in the exercise of their fiduciary duties) or (b) actions allowed by the Merger Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 Further Assurances. From time to time, at the reasonable request of Parent, the Stockholder shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be necessary or desirable to consummate the transactions contemplated by this Agreement.

Section 3.2 Specific Performance. The Stockholder agrees that Parent would be irreparably damaged if for any reason the Stockholder fails to perform any of its obligations under this Agreement, and that Parent would not have an adequate remedy at law for money

damages in such event. Accordingly, Parent shall be entitled to seek specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the Stockholder. This provision is without prejudice to any other rights that Parent may have against the Stockholder for any failure to perform its obligations under this Agreement.

Section 3.3 Notices. All notices to be given pursuant hereto shall be given in accordance with Section 8.3 of the Merger Agreement, with the address for the Stockholder as set forth on the signature page hereof.

Section 3.4 Definitions and Interpretation. Capitalized terms that are used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. Section 8.11 of the Merger Agreement shall govern the interpretation hereof.

Section 3.5 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement.

Section 3.6 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective permitted successors and assigns and any transferee of the Stockholder’s Subject Shares. This Agreement shall not be assignable by either party hereto without the written consent of the other party hereto; provided that Parent may assign its rights under this Agreement to a wholly owned subsidiary of Parent, but any such assignment shall not relieve Parent of its obligations hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. No Person other than the parties hereto is an intended beneficiary of this Agreement or any portion hereof.

Section 3.7 Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware (the “Delaware Courts”), including the Delaware Court of Chancery in and for New Castle County, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement.

Section 3.8 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 3.9 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision, and this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. The parties shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provision with a valid provision the effects of which come as close as possible to those of such invalid, illegal or unenforceable provision.

Section 3.10 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements, in addition to any other relief to which such party may be entitled.

Section 3.11 Termination. This Agreement shall terminate and be of no further force and effect upon (i) the termination of the Merger Agreement in accordance with its terms or (ii) if the Effective Time (as defined in the Merger Agreement) occurs, then Article I shall terminate and be of no further force and effect upon the Effective Time and the remaining Articles and Sections shall terminate and be of no further force and effect upon the third anniversary of the date of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


Plains Exploration & Production Company

By:		/s/ James C. Flores
Name:		James C. Flores
Title:		Chairman, President and Chief Executive Officer

Paul G. Van Wagenen

/s/ Paul G. Van Wagenen
Paul G. Van Wagenen

Address for Notice:



		Telecopy:
		Attn:

Number of Shares: 223,672

S-1

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