TERMINATION OF STOCKHOLDERS AGREEMENT

Exhibit 10.1

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
		Name:		Xxxx X. Xxx Xxxxxxx
		Title:		Chairman, President & Chief Executive Officer
		THIRD POINT LLC
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		COO
		/s/ Xxxxxx X. Xxxx
		Xxxxxx X. Xxxx
		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		THIRD POINT OFFSHORE FUND, LTD.
		By:		Third Point LLC, its Investment Manager
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		COO
		THIRD POINT ULTRA LTD.
		By:		Third Point LLC, its Investment Manager
		By:		/s/ Xxxxxx Xxxxxx
		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
		Name:		Xxxxxx Xxxxxx
		Title:		Authorized Signatory
		THIRD POINT PARTNERS QUALIFIED LP
		By:		Third Point Advisors LLC, its General Partner
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Authorized Signatory
		LYXOR/THIRD POINT FUND LIMITED
		By:		Third Point LLC, its Investment Manager
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		COO

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