-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RcqqjxMfiOZh3FGbzxOSt5Qfby0BPT4pDARQPMrv545lPVmFcl61giXP33B8XE6x Kwe8PIkp3nlkX3qAwi4koQ== 0000899140-07-001307.txt : 20070720 0000899140-07-001307.hdr.sgml : 20070720 20070719174116 ACCESSION NUMBER: 0000899140-07-001307 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070720 DATE AS OF CHANGE: 20070719 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741659398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30481 FILM NUMBER: 07989831 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252-0504 BUSINESS PHONE: 7132975000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 p071907b.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934* Pogo Producing Company --------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------------------------------------- (Title of Class of Securities) 730448107 --------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 390 Park Avenue New York, NY 10022 (212) 224-7400 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 July 17, 2007 --------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------------- ------------------- CUSIP No. 730448107 Page 2 of 10 Pages - -------------------------------- ------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC I.D. #13-3922602 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,615,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,615,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,615,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- ------------------- CUSIP No. 730448107 Page 3 of 10 Pages - -------------------------------- ------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Fund, Ltd. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,969,500 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,969,500 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,969,500 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- ------------------- CUSIP No. 730448107 Page 4 of 10 Pages - -------------------------------- ------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,615,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,615,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,615,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- This Amendment No. 6 amends the Schedule 13D filed on November 20, 2006 (as amended by Amendment No. 1 thereto filed on December 1, 2006, Amendment No. 2 thereto filed on February 5, 2007, Amendment No. 3 thereto filed on February 16, 2007, Amendment No. 4 thereto filed on February 23, 2007, Amendment No. 5 thereto filed on March 13, 2007, and this Amendment No. 6, the "Schedule 13D") and is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company" or "Third Point"), Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the "the Offshore Fund"), Daniel S. Loeb, an individual ("Mr. Loeb", and together with the Offshore Fund and the Management Company, the "Reporting Persons"). This Amendment No. 6 relates to the common stock, par value $1.00 per share (the "Common Stock"), of Pogo Producing Company, a Delaware corporation (the "Company"). The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, including but not limited to the Offshore Fund, the "Funds"). The Funds directly own the Common Stock to which the Schedule 13D relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated as follows: The Funds have expended an aggregate of approximately $211,433,170 of their own investment capital to acquire the 4,615,000 shares of Common Stock held by them, and the Offshore Fund has expended an aggregate of approximately $136,008,840 of its own investment capital to acquire its 2,969,500 shares of Common Stock. The Funds (including the Offshore Fund) effect purchases of securities primarily through margin accounts maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs & Co., which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by adding the following thereto: On June 17, 2007, the Company and Plains Exploration & Production Company ("Plains") signed a definitive merger agreement (the "Merger Agreement") providing for the acquisition of the Company by Plains. In connection with the signing of the Merger Agreement, on June 17, 2007, the Management Company, the Offshore Fund and certain other Funds (collectively, the "Third Point Entities") entered into a written agreement (the "Termination Agreement") terminating the stockholders agreement, dated March 12, 2007, by and among the Company and the Third Point Entities (the "Stockholders Agreement"), which provides for, among other things, representation of the Third Point Entities on the Company's Board of Directors and imposes certain voting obligations and proxy activity restrictions on the Third Point Entities with respect to the Company and its Common Stock. The Termination Agreement provides for the termination of the Stockholders Agreement effective upon completion of the acquisition of the Company by Plains, as 5 contemplated by the Merger Agreement. If such Merger Agreement is terminated according to its terms prior to the completion of the acquisition transaction, the Termination Agreement will be void and of no further effect. A copy of the Termination Agreement is filed as Exhibit 99.1 hereto and incorporated herein by reference to such exhibit, and the foregoing description is qualified in its entirety by reference to the Termination Agreement. (A description of the terms of the Stockholders Agreement was contained in Amendment No. 5 to Schedule 13D, filed on March 13, 2007, and a copy of the Stockholders Agreement was filed as an attachment thereto.) Additionally, on June 17, 2007, Third Point entered into a support agreement ("Support Agreement") with Plains with respect to the pending acquisition of the Company by Plains. Pursuant to the Support Agreement, Third Point has agreed to cause, at any meeting of the Company's shareholders, the shares of Common Stock held by the Funds (including any additional shares of Common Stock acquired after the date of the agreement) to be voted (a) in favor of (i) the adoption of the Merger Agreement, (ii) the merger and related transactions and (iii) any actions required in furtherance of the merger and related transactions, and (b) against (i) any Alternative Proposal or Superior Proposal (each as defined in the Merger Agreement), (ii) any proposal or agreement that may result in a breach of the Merger Agreement by the Company or that may result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, or (iii) any other action that may interfere with, delay or materially affect the merger and related transactions (or the likelihood of such transactions being consummated)(the foregoing obligations, together, the "Proxy Matters"). Pursuant to the Support Agreement, Third Point has agreed not to directly or indirectly sell, transfer or dispose of any shares of Common Stock held by the Funds or acquired after the date of the Support Agreement. Under the Support Agreement, Third Point has also agreed to a standstill agreement, pursuant to which it has agreed not to directly or indirectly acquire any securities of Plains (except for transactions leading to the ownership of less than 5% of such securities), and to refrain from taking certain actions relating to Plains. The Support Agreement will terminate upon the termination of the Merger Agreement in accordance with its terms or, with respect to the Proxy Matters and other obligations described above with respect to the Company, upon the completion of the transactions contemplated by the Merger Agreement. The other provisions of the Support Agreement, including the standstill agreement with respect to the securities of Plains, will terminate on the third anniversary of the date of the Support Agreement. A copy of the Support Agreement is filed as Exhibit 99.2 hereto and incorporated herein by reference to such exhibit, and the foregoing description is qualified in its entirety by reference to the Support Agreement. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by adding the following thereto: (a) As of the date hereof, the Offshore Fund directly beneficially owns 2,969,500 shares of Common Stock, which represent 5.1% of the 58,492,797 shares of Common Stock outstanding as of April 25, 2007, as reported in the Company's Annual Report on Form 10-Q for the quarterly period ended March 31, 2007. The percentages used herein and in the rest of this 6 statement are calculated based upon this number of outstanding shares. None of the other individual Funds owns a number of shares of Common Stock representing more than 5% of such total. (b) The Management Company, Mr. Loeb and the Offshore Fund share voting power and dispositive power over the 2,969,500 shares of Common Stock held by the Offshore Fund. (c) Schedule A hereto sets forth certain information with respect to transactions by the Funds, at the direction of the Reporting Persons, in the Common Stock since the most recent filing on Schedule 13D. Schedule B hereto sets forth certain information with respect to transactions by the Offshore Fund, at the direction of the Management Company and Mr. Loeb, in the Common Stock since the most recent filing on Schedule 13D. All of the transactions set forth on Schedule A and Schedule B were effected in open market transactions on the New York Stock Exchange. Except as set forth above and on Schedule A and Schedule B, during the past 60 days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended by adding thereto the information contained in Item 4 of this Amendment No. 6. Item 7. Material to be Filed as Exhibits. 99.1. Termination Agreement, dated as of July 17, 2007, by and among Pogo Producing Company, Third Point LLC, Mr. Daniel S. Loeb, Mr. Bradley L. Radoff, Third Point the Offshore Fund, Ltd., Third Point Ultra Ltd., Third Point Partners LP, Third Point Partners Qualified LP and Lyxor/Third Point Fund Limited. 99.2. Support Agreement, dated as of July 17, 2007, by and between Plains Exploration & Production Company and Third Point LLC. [Signatures on following page] 7 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 19, 2007 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ Justin Nadler ------------------------------- Name: Justin Nadler Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ Justin Nadler ------------------------------- Name: Justin Nadler Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ Justin Nadler ------------------------------- Name: Justin Nadler Title: Attorney-in-Fact [SIGNATURE PAGE TO AMENDMENT NO. 6 TO SCHEDULE 13D WITH RESPECT TO POGO PRODUCING COMPANY] Schedule A ---------- (Transactions by the Funds in Common Stock during the past 60 days) Date Transaction Shares Price Per Share($) ---- ----------- ------ ------------------ - ---------------- -------------------- --------------- -------------------------- 06/29/07 SELL (87,900) 50.79 - ---------------- -------------------- --------------- -------------------------- 06/29/07 BUY 87,900 50.79 - ---------------- -------------------- --------------- -------------------------- Schedule B ---------- (Transactions by the Offshore Fund in Common Stock during the past 60 days) Date Transaction Shares Price Per Share($) ---- ----------- ------ ------------------ - ---------------- -------------------- --------------- -------------------------- 06/29/07 SELL (12,200) 50.79 - ---------------- -------------------- --------------- -------------------------- EX-99.1 3 p071907c.txt TERMINATION AGREEMENT Exhibit 99.1 TERMINATION OF STOCKHOLDERS AGREEMENT 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. The parties hereby terminate the Stockholders Agreement effective when and if the "Effective Time" occurs pursuant to the Merger Agreement, dated as of July 17, 2007, between Pogo Producing Company and Plains Exploration & Production Company and its wholly-owned subsidiary (the "Merger Agreement"). If the Merger Agreement is terminated pursuant to its terms prior to the occurrence of the "Effective Time", then this agreement will simultaneously be terminated, voided, and of no further effect without any termination of the Stockholders Agreement. [signature pages follow] IN WITNESS WHEREOF, each party hereto has signed this agreement, or caused this agreement to be signed on its behalf, on the date first above written. POGO PRODUCING COMPANY By: /s/ Paul G. Van Wagenen -------------------------------------------- Name: Paul G. Van Wagenen Title: Chairman, President and Chief Executive Officer THIRD POINT LLC By: /s/ Justin Nadler -------------------------------------------- Name: Justin Nadler Title: COO /s/ Daniel S. Loeb -------------------------------------------- Daniel S. Loeb /s/ Bradley L. Radoff -------------------------------------------- Bradley L. Radoff THIRD POINT OFFSHORE FUND, LTD. By: Third Point LLC, its Investment Manager By: /s/ Justin Nadler -------------------------------------------- Name: Justin Nadler Title: COO THIRD POINT ULTRA LTD. By: Third Point LLC, its Investment Manager By: /s/ Justin Nadler -------------------------------------------- Name: Justin Nadler Title: COO 2 THIRD POINT PARTNERS LP By: Third Point Advisors LLC, its General Partner By: /s/ Justin Nadler --------------------------------------------- Name: Justin Nadler Title: Authorized Signatory THIRD POINT PARTNERS QUALIFIED LP By: Third Point Advisors LLC, its General Partner By: /s/ Justin Nadler --------------------------------------------- Name: Justin Nadler Title: Authorized Signatory LYXOR/THIRD POINT FUND LIMITED By: Third Point LLC, its Investment Manager By: /s/ Justin Nadler -------------------------------------------- Name: Justin Nadler Title: COO 3 EX-99.2 4 p071907d.txt SUPPORT AGREEMENT Exhibit 99.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this "Agreement"), dated as of July 19, 2007, is by and between Plains Exploration & Production Company, a Delaware corporation ("Parent"), and Third Point LLC, a Delaware limited liability company (the "Stockholder"). WHEREAS, Pogo Producing Company, a Delaware corporation (the "Company"), and Parent have entered into a Merger Agreement, dated as of July 19, 2007, by and among Company, Parent, and a wholly-owned subsidiary of Parent (the "Merger Agreement"); and WHEREAS, the Stockholder is the beneficial owner, for the benefit of certain funds and/or accounts managed by it, of that number of shares of common stock, par value $1.00 per share, of the Company (the "Shares") set forth below the Stockholder's name on the signature page hereto (the Shares owned by such Stockholder, together with any additional Shares of the Company acquired after the date hereof, being collectively referred to herein as the Stockholder's "Subject Shares"); and WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, and as an inducement to it to do so, the Stockholder has agreed for the benefit of Parent as set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in this Agreement, the parties hereto hereby agree as follows: ARTICLE I VOTING AGREEMENT AND PROXY Section 1.1 Agreement to Vote. At any meeting of the holders of the Company's Shares held prior to the termination of Article I of this Agreement pursuant to Section 3.12 hereof (the "Article I Termination Date"), however called, and at every adjournment or postponement thereof prior to the Article I Termination Date, the Stockholder shall vote or cause to be voted the Subject Shares (a) in favor of (i) the adoption of the Merger Agreement by the Company, (ii) the merger (the "Merger") and other transactions contemplated by the Merger Agreement, and (iii) any actions required in furtherance of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against (i) any Alternative Proposal (including a Superior Proposal) (each as defined in the Merger Agreement), (ii) any proposal for action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that is reasonably likely to result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, or (iii) any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated (clauses (a) and (b) together, the "Proxy Matters"). Section 1.2 Proxies and Voting Agreements. The Stockholder hereby revokes any and all previous proxies granted with respect to the Subject Shares with respect to the Proxy Matters. Prior to the Article I Termination Date, the Stockholder agrees not to, directly or indirectly, with respect to the Subject Shares (a) grant any proxies or powers of attorney, (b) deposit any of such Shares into any voting trust or (c) enter into any other voting agreement or understanding, in each case relating to the Proxy Matters. Section 1.3 Transfer of Shares by the Stockholder. Prior to the Article I Termination Date, the Stockholder agrees not to sell, transfer, assign, convey or otherwise dispose of, directly or indirectly, any of the Subject Shares held by the Stockholder, except as contemplated by the Merger Agreement. Section 1.4 Stockholder Representations and Warranties. The Stockholder represents and warrants to Parent that (i) the Stockholder has duly authorized, executed and delivered this Agreement and that this Agreement constitutes a valid and binding agreement and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is party or by which the Stockholder is bound, (ii) the consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of law applicable to the Stockholder, (iii) there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney or voting agreements relating to, the Subject Shares, other than this Agreement and the Stockholders Agreement, dated March 12, 2007, by and among the Company, Third Point LLC, Daniel S. Loeb, Bradley L. Radoff, Third Point Offshore Fund, Ltd., Third Point Ultra Ltd., Third Point Partners LP, Third Point Partners Qualified LP and Lyxor/Third Point Fund Limited (the "Stockholders Agreement"), (iv) the Shares set forth below the Stockholder's name on the signature page hereto constitute all of the securities of the Company owned beneficially or of record by the Stockholder on the date hereof and (v) the Stockholder has the present power and right to direct, as to the voting of all of the Shares set forth below the Stockholder's name on the signature page hereto, the record owner thereof as contemplated herein. ARTICLE II STANDSTILL AGREEMENT Section 2.1 Standstill. Except through the transactions contemplated by the Merger Agreement, the Stockholder agrees that, without the prior written consent of Parent, it will not (and it will not assist or encourage others to) at any time prior to the termination of Article II of this Agreement pursuant to Section 3.12 hereof (the "Article II Termination Date"): (a) acquire or agree, offer, seek or propose to acquire, directly or indirectly, alone or in concert with any other association, corporation, company, group, partnership or other entity or individual (each a "Person"), by purchase or otherwise, any ownership, including but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), of any securities of Parent or any subsidiary thereof, or any rights or options to acquire such ownership (including from any third party); (b) solicit proxies (as such term is defined in Rule 14a-l under the Exchange Act), or consents to vote, whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act with respect to any matter from holders of securities of Parent, or make any 2 communication exempted from the definition of solicitation by Rule 14a-l(l)(2)(iv) under the Exchange Act; (c) initiate, or induce or attempt to induce any other Person, entity or group to initiate, any stockholder proposal or tender offer or exchange offer for any securities of Parent or any subsidiary thereof, any change of control of Parent or any subsidiary thereof, any merger or other business combination involving Parent, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or its subsidiaries, or the convening of a stockholders' meeting of Parent or any subsidiary thereof; (d) form, join or in any way participate in a "group" (as defined in the Exchange Act) with respect to securities of Parent or otherwise seek or propose to influence or control the management or policies of Parent or any subsidiary thereof; (e) enter into any discussions, negotiations, arrangements or understandings with any other Person other than Parent's representatives with respect to any matter described in the foregoing subparagraphs (a) through (d); or (f) take any action inconsistent with any of the foregoing subparagraphs (a) through (e). The foregoing shall not prohibit or restrict (a) actions taken by directors or officers of the Company in their capacities as such (including, in the case of directors, in the exercise of their fiduciary duties), (b) actions allowed by the Merger Agreement or (c) transactions leading to the ownership of less than 5% of the securities of Parent. ARTICLE III MISCELLANEOUS Section 3.1 Termination of Stockholders Agreement. Concurrently with the execution of this Agreement, each Stockholder shall enter into a written agreement with the Company to effect the termination of the Stockholders Agreement, which termination shall be effective simultaneously with the "Effective Time" as defined in the Merger Agreement. Section 3.2 Further Assurances. From time to time, at the reasonable request of Parent, the Stockholder shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be necessary or desirable to consummate the transactions contemplated by this Agreement. Section 3.3 Specific Performance. The Stockholder agrees that Parent would be irreparably damaged if for any reason the Stockholder fails to perform any of its obligations under this Agreement, and that Parent would not have an adequate remedy at law for money damages in such event. Accordingly, Parent shall be entitled to seek specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the Stockholder. This provision is without prejudice to any other rights that Parent may have against the Stockholder for any failure to perform its obligations under this Agreement. 3 Section 3.4 Notices. All notices to be given pursuant hereto shall be given in accordance with Section 8.3 of the Merger Agreement, with the address for the Stockholder as set forth on the signature page hereof. Section 3.5 Definitions and Interpretation. Capitalized terms that are used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. Section 8.11 of the Merger Agreement shall govern the interpretation hereof. Section 3.6 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. Section 3.7 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective permitted successors and assigns and any transferee of the Stockholder's Subject Shares. This Agreement shall not be assignable by either party hereto without the written consent of the other party hereto; provided that Parent may assign its rights under this Agreement to a wholly owned subsidiary of Parent, but any such assignment shall not relieve Parent of its obligations hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. No Person other than the parties hereto is an intended beneficiary of this Agreement or any portion hereof. Section 3.8 Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. ss. 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware (the "Delaware Courts"), including the Delaware Court of Chancery in and for New Castle County, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. Section 3.9 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral 4 or written, of the parties, and there are no other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Section 3.10 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision, and this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. The parties shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provision with a valid provision the effects of which come as close as possible to those of such invalid, illegal or unenforceable provision. Section 3.11 Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements, in addition to any other relief to which such party may be entitled. Section 3.12 Termination. This Agreement shall terminate and be of no further force and effect upon (i) the termination of the Merger Agreement in accordance with its terms or (ii) if the Effective Time (as defined in the Merger Agreement) occurs, then Article I shall terminate and be of no further force and effect upon the Effective Time and the remaining Articles and Sections shall terminate and be of no further force and effect upon the third anniversary of the date of this Agreement. [signature page follows] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. Plains Exploration & Production Company By: /s/ James C. Flores ------------------------------------ Name: James C. Flores Title: Chairman, President and Chief Executive Officer Third Point LLC By: /s/ Bradley L. Radoff -------------------------------- Name: Bradley L. Radoff Title: Senior Portfolio Manager S-1 -----END PRIVACY-ENHANCED MESSAGE-----