Exhibit 99.1
TERMINATION OF STOCKHOLDERS AGREEMENT
This mutual written agreement of the parties hereto dated as of July 17,
2007 is for purposes of terminating the Stockholders Agreement, dated March 12,
2007, between Pogo Producing Company and the stockholders who are signatories to
this agreement (the "Stockholders Agreement") pursuant to Section 7.14 thereof.
The parties hereby terminate the Stockholders Agreement effective when and
if the "Effective Time" occurs pursuant to the Merger Agreement, dated as of
July 17, 2007, between Pogo Producing Company and Plains Exploration &
Production Company and its wholly-owned subsidiary (the "Merger Agreement").
If the Merger Agreement is terminated pursuant to its terms prior to the
occurrence of the "Effective Time", then this agreement will simultaneously be
terminated, voided, and of no further effect without any termination of the
Stockholders Agreement.
[signature pages follow]
IN WITNESS WHEREOF, each party hereto has signed this agreement, or caused
this agreement to be signed on its behalf, on the date first above written.
POGO PRODUCING COMPANY
By: /s/ Xxxx X. Xxx Xxxxxxx
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Name: Xxxx X. Xxx Xxxxxxx
Title: Chairman, President and
Chief Executive Officer
THIRD POINT LLC
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: COO
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
THIRD POINT OFFSHORE FUND, LTD.
By: Third Point LLC, its Investment Manager
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: COO
THIRD POINT ULTRA LTD.
By: Third Point LLC, its Investment Manager
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: COO
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THIRD POINT PARTNERS LP
By: Third Point Advisors LLC, its General Partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
THIRD POINT PARTNERS QUALIFIED LP
By: Third Point Advisors LLC, its General Partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
LYXOR/THIRD POINT FUND LIMITED
By: Third Point LLC, its Investment Manager
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: COO
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