0001047469-04-014210 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 29th, 2004 • Pogo Producing Co • Crude petroleum & natural gas • Delaware

This Amendment, dated as of April 26, 2004 (this "Amendment"), to the Rights Agreement, dated as of April 26, 1994 (the "Rights Agreement"), between Pogo Producing Company, a Delaware corporation (the "Company"), and Computershare Investor Services, L.L.C., a Delaware limited liability company as Rights Agent (the "Rights Agent").

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