0000950129-06-004460 Sample Contracts

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
Rights Agreement • April 27th, 2006 • Stone Energy Corp • Crude petroleum & natural gas • New York

This AMENDMENT NO. 2 (this “Amendment”) to the Rights Agreement (the “Rights Agreement”) dated as of October 15, 1998, between Stone Energy Corporation, a Delaware corporation (the “Company”), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as rights agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated as of October 28, 2000, is between the Company and the Rights Agent and is entered into as of April 23, 2006. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

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