0001193125-06-049852 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas

WHEREAS, effective as of June 9, 2004, Plains Exploration & Production Company (the “Company”) entered into an employment agreement (the “Agreement”) with Thomas M. Gladney (the “Employee”); and

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CONSULTING AGREEMENT
Consulting Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • California

This Consulting Agreement (the “Agreement”) is entered into as of January 19, 2006 by and between by and between Montebello Land Company LLC (the “Company”), a wholly owned subsidiary of Plains Exploration & Production Company (“PXP”), and Cook Hill Properties LLC (“Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • California

This Consulting Agreement (the “Agreement”) is entered into as of January 19, 2006 by and between by and between Lompoc Land Company LLC (the “Company”), a wholly owned subsidiary of Plains Exploration & Production Company (“PXP”), and Cook Hill Properties LLC (“Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • California

This Consulting Agreement (the “Agreement”) is entered into as of January 19, 2006 by and between by and between Arroyo Grande Land Company LLC (the “Company”), a wholly owned subsidiary of Plains Exploration & Production Company (“PXP”), and Cook Hill Properties LLC (“Consultant”).

PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and «Name» (the “Grantee”), evidences the grant by the Company of restricted stock units (“Restricted Stock Units” or “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Plains Exploration & Production Company 2004 Stock Incentive Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows:

FIRST AMENDMENT TO THE PLAINS EXPLORATION & PRODUCTION COMPANY LONG-TERM RETENTION AGREEMENT JAMES C. FLORES
Long-Term Retention Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas

WHEREAS, Plains Exploration & Production Company (the “Company”) and James C. Flores (“Executive”) entered into the Plains Exploration & Production Company Long-Term Retention Agreement (the “Agreement”) dated effective as of the 10th day of February, 2006 (the “Effective Date”); and

PLAINS EXPLORATION & PRODUCTION COMPANY FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas

WHEREAS, effective as of June 4, 2004 Plains Exploration & Production Company (the “Company”) entered into an employment agreement (the “Agreement”) with James C. Flores (the “Employee”); and

FIRST AMENDMENT TO THE PLAINS EXPLORATION & PRODUCTION COMPANY LONG-TERM RETENTION AGREEMENT
Long-Term Retention Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas

WHEREAS, Plains Exploration & Production Company (the “Company”) and (“Executive”) entered into the Plains Exploration & Production Company Long-Term Retention Agreement (the “Agreement”) dated effective as of the 10th day of February, 2006 (the “Effective Date”); and

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