0001193125-09-037739 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK UNIT AGREEMENT [With Employment Agreement]
Restricted Stock Unit Agreement • February 26th, 2009 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of , 200 (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and «Fname» «Middle»«Dot» «Lname» (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:

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FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 26th, 2009 • Plains Exploration & Production Co • Crude petroleum & natural gas • Louisiana

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made this 20th day of February, 2009 among Chesapeake Louisiana, L.P., an Oklahoma limited partnership (“Chesapeake”) and Plains Exploration & Production Company, a Delaware corporation, and its wholly owned subsidiaries, PXP Louisiana L.L.C., a Delaware limited liability company and PXP Louisiana Operations LLC, a Delaware limited liability company (collectively, “PXP”). Chesapeake and PXP shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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