0000950129-08-002736 Sample Contracts

STOCKHOLDER AGREEMENT
Stockholder Agreement • May 6th, 2008 • Stone Energy Corp • Crude petroleum & natural gas • Nevada

STOCKHOLDER AGREEMENT (this “Agreement”) dated as of April 30, 2008, by and among Stone Energy Corporation, a Delaware corporation (“Parent”), and Comstock Resources, Inc. (the “Stockholder”).

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AMENDMENT NO. 4 TO RIGHTS AGREEMENT
Rights Agreement • May 6th, 2008 • Stone Energy Corp • Crude petroleum & natural gas • New York

AMENDMENT NO. 4 (this “Amendment”) dated as of April 30, 2008 to the Rights Agreement dated as of October 15, 1998, between Stone Energy Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (“Rights Agent”), as amended by Amendment No. 1 thereto dated as of October 28, 2000, Amendment No. 2 thereto dated as of April 23, 2006 and Amendment No. 3 thereto dated as of June 22, 2006 (as amended, the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

STOCKHOLDER AGREEMENT
Stockholder Agreement • May 6th, 2008 • Stone Energy Corp • Crude petroleum & natural gas • Nevada

STOCKHOLDER AGREEMENT (this “Agreement”) dated as of April 30, 2008, by and among Stone Energy Corporation, a Delaware corporation (“Parent”), and Gary W. Blackie (the “Stockholder”).

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