0001104659-07-055206 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • July 20th, 2007 • Pogo Producing Co • Crude petroleum & natural gas • New York

This Amendment to the Rights Agreement between Pogo Producing Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), dated April 26, 1994, as amended (the “Rights Agreement”), is hereby adopted as of July 17, 2007.

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