AGREEMENT AND PLAN OF MERGER PLAINS EXPLORATION & PRODUCTION COMPANY, PXP ACQUISITION LLC and POGO PRODUCING COMPANY Dated July 17, 2007Agreement and Plan of Merger • July 20th, 2007 • Pogo Producing Co • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER, executed this 17th day of July, 2007 (this “Agreement”), is by and among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (“Parent”), PXP ACQUISITION LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Parent Parties”), and POGO PRODUCING COMPANY, a Delaware corporation (the “Company”).
TERMINATION OF STOCKHOLDERS AGREEMENTTermination of Stockholders Agreement • July 20th, 2007 • Pogo Producing Co • Crude petroleum & natural gas
This mutual written agreement of the parties hereto dated as of July 17, 2007 is for purposes of terminating the Stockholders Agreement, dated March 12, 2007, between Pogo Producing Company and the stockholders who are signatories to this agreement (the “Stockholders Agreement”) pursuant to Section 7.14 thereof.
