POGO PRODUCING COMPANY AND THIRD POINT REACH AGREEMENTBoard Expansion Agreement • March 13th, 2007 • Pogo Producing Co • Crude petroleum & natural gas
HOUSTON, TX and NEW YORK, NY, March 12, 2007 — Pogo Producing Company (NYSE: PPP) (“Pogo”) and Third Point LLC (“Third Point”) today announced that they have reached an agreement under which Pogo’s Board of Directors will be expanded from eight to ten members and Daniel S. Loeb and Bradley L. Radoff of Third Point will be appointed to the Board of Directors effective immediately. As permitted by the agreement, Pogo may at a later date offer to appoint Robert B. Rowling of TRT Holdings, Inc. to an additional seat on Pogo’s Board of Directors. Third Point and its affiliates have agreed not to solicit proxies in connection with Pogo’s 2007 annual meeting or take certain other stockholder actions.
STOCKHOLDERS AGREEMENTStockholders Agreement • March 13th, 2007 • Pogo Producing Co • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into on March 12, 2007, by and between Pogo Producing Company, a Delaware corporation (the “Company”), and Third Point LLC, a Delaware limited liability company (“Third Point”), Mr. Daniel S. Loeb, Mr. Bradley L. Radoff, Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company, Third Point Ultra Ltd., a British Virgin Islands limited liability company, Third Point Partners LP, a Delaware limited partnership, Third Point Partners Qualified LP, a Delaware limited partnership and Lyxor/Third Point Fund Limited, a Jersey public company with limited liability (each, including Third Point, a “Holder” and, collectively, the “Holders”).
