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