8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 23, 2006
Date of report (Date of earliest event reported)

Commission File	Exact Name of Registrant as Specified in Its Charter; State of Incorporation;	IRS Employer
Number	Address of Principal Executive Offices; and Telephone Number	Identification Number
1-12074	STONE ENERGY CORPORATION	72-1235413
	(a Delaware corporation)
	625 E. Kaliste Saloom Road
	Lafayette, Louisiana 70508
	(337) 237-0410

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement	3
Item 9.01. Financial Statements and Exhibits	4
SIGNATURE	5
EXHIBIT INDEX	6
Voting Agreement
Amendment No.2 to Rights Agreement

Item 1.01. Entry into a Material Definitive Agreement

     On April 23, 2006, Stone Energy Corporation (“Stone”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Plains Exploration and Production Company (“PXP”) and Plains Acquisition Corporation, a wholly-owned subsidiary of PXP (“Plains Acquisition”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Plains Acquisition will merge with and into Stone in a stock-for-stock transaction in which Stone will become a wholly-owned subsidiary of PXP and each outstanding share of common stock of Stone will be converted into the right to receive 1.25 shares of PXP common stock. In connection with the closing of the transaction, PXP will issue approximately 34.5 million shares to Stone stockholders and assume $483 million of debt net of cash as of December 31, 2005. The closing of the transaction is anticipated to be completed in the third quarter of 2006.

     The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the description set forth in Item 1.01 of the Current Report filed on April 24, 2006, and the full text of the Merger Agreement which is filed as Exhibit 99.1 to such Current Report.

     All of the directors of Stone have entered into a Voting Agreement, pursuant to which they have agreed to vote for the merger. The foregoing description of the voting agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 99.1 hereto.

     In connection with the Merger Agreement, Stone’s Board of Directors has approved an Amendment No. 2 to the Rights Agreement (“Amendment No. 2”), which amends the Rights Agreement, dated as of October 15, 1998, as amended by Amendment No. 1 to the Rights Agreement, dated as of October 28, 2000 (“Rights Agreement”), between the Registrant and the Rights Agent in order to, among other things, (a) provide that as a result of the execution of the Merger Agreement or the consummation of the transactions contemplated thereby, neither the Rights (as defined in the Rights Agreement) will become exercisable nor will any operative provision of the Rights Agreement apply to PXP, Plains Acquisition or any of their respective Affiliates or Associates (as defined in the Rights Agreement); (b) amend the definition of “Acquiring Person” in Section 1 of the Rights Agreement to provide that neither PXP, Plains Acquisition nor any of their respective Affiliates or Associates (as defined in the Rights Agreement) shall be deemed to be an Acquiring Person as a result of the announcement or execution of the Merger Agreement, the acquisition of Common Shares (as defined in the Rights Agreement) of Stone, or the consummation of the merger or the other transactions contemplated thereby; (c) amend the definition of “Final Expiration Date” in Section 1 of the Rights Agreement to provide that such date means the earlier of (i) the time immediately prior to the Effective Time (as defined in the Merger Agreement) and (ii) the close of business on September 30, 2008; and (d) amend Section 3(a) of the Rights Agreement to provide that none of the announcement or execution of the Merger Agreement, the acquisition of the Common Shares of Stone pursuant to the merger, or the consummation of the merger or the other transactions contemplated thereby, shall constitute a Distribution Date (as defined in the Rights Agreement) or a Shares Acquisition Date (as defined in the Rights Agreement).

     The foregoing description of Amendment No. 2 to the Rights Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of Amendment No. 2 to the Rights Agreement, the form of which is filed as Exhibit 99.2 hereto.

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Item 9.01. Financial Statements and Exhibits

Exhibit
Number	Description
99.1	Voting Agreement By and Among Plains Exploration & Production Company, Stone Energy Corporation, James H. Stone, David H. Welch, John P. Laborde, Peter K. Barker, George R. Christmas, Richard A. Pattarozzi, David R. Voelker, Raymond B. Gary, Robert A. Bernhard and B. J. Duplantis
99.2	Amendment No. 2 to Rights Agreement between Stone Energy Corporation and ChaseMellon Shareholder Services, L.L.C., as rights agent, dated as of April 23, 2006

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	STONE ENERGY CORPORATION
Date: April 27, 2006	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President, Chief Accounting Officer and Treasurer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Voting Agreement By and Among Plains Exploration & Production Company, Stone Energy Corporation, James H. Stone, David H. Welch, John P. Laborde, Peter K. Barker, George R. Christmas, Richard A. Pattarozzi, David R. Voelker, Raymond B. Gary, Robert A. Bernhard and B. J. Duplantis
99.2	Amendment No. 2 to Rights Agreement between Stone Energy Corporation and ChaseMellon Shareholder Services, L.L.C., as rights agent, dated as of April 23, 2006

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EX-99.1

EXHIBIT 99.1

VOTING AGREEMENT (Parent)

     VOTING AGREEMENT (this “Agreement”) dated as of April 23, 2006, by and among Plains Exploration & Production Company, a Delaware corporation (“Parent”), Stone Energy Corporation, a Delaware corporation (“Target”), James H. Stone, David H. Welch, John P. Laborde, Peter K. Barker, George R. Christmas, Richard A Pattarozzi, David R. Voelker, Raymond B. Gary, Robert A. Bernhard and B.J. Duplantis (each of Messrs. Stone, Welch, Laborde, Barker, Christmas, Pattarozzi, Voelker, Gary, Bernhard and Duplantis, a “Stockholder” and collectively, the “Stockholders”).

     WHEREAS, each Stockholder desires that Target, Parent and Plains Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), enter into an Agreement and Plan of Merger dated the date hereof (the “Merger Agreement”; undefined capitalized terms herein are defined in the Merger Agreement) providing for the merger of Merger Sub with and into Target upon the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

     WHEREAS, each Stockholder is executing this Agreement as an inducement to Parent to enter into and execute the Merger Agreement; and

     WHEREAS, concurrently with the execution and delivery of this Agreement, Target is entering into a voting agreement with certain Parent stockholders under which such parties have, among other things, agreed to support the Merger upon the terms and conditions set forth therein.

     NOW, THEREFORE, in consideration of the execution and delivery by Target of the Merger Agreement and the mutual covenants, conditions and agreements contained herein and therein, the parties agree as follows:

     1. Representations and Warranties.

     (a) Each Stockholder severally represents and warrants to Parent as follows:

     (i) Such Stockholder is the record and beneficial owner of that number of shares of capital stock of Target set forth opposite such Stockholder’s name on Schedule A (together with any other shares of other capital stock of Target acquired after the date hereof, including through the exercise of any stock options, warrants or similar instruments, being collectively referred to herein as the “Subject Shares”) and the other securities exercisable or exchangeable for such capital stock listed on Schedule A (the “Other Securities” and, together with the Subject Shares, the “Covered Securities”). The Subject Shares constitute the only shares, with respect to which such Stockholder is the record or beneficial owner, of capital stock of Target or options, warrants or other rights (whether or not contingent) to acquire such shares of capital stock of Target that are or may be entitled to vote on the Merger or the Merger Agreement at any meeting of Target’s Stockholders called to vote upon the Merger or the Merger Agreement. Such Stockholder has the sole right to vote and Transfer (as defined herein) the Covered Securities set forth opposite its name on Schedule A, and none of such Covered

Securities is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of the Subject Shares, except (A) as provided by this Agreement (it being understood that any pledge of the Pledged Shares (as defined below) shall not be a breach of this representation) and (B) those arising under applicable securities laws. Such Stockholder has all requisite power and authority, and, if such Stockholder is a natural person, the legal capacity, to enter into this Agreement and to perform its obligations hereunder. To the extent that such Stockholder is an entity and not an individual, such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution and delivery of this Agreement by such Stockholder and the performance by such Stockholder of its obligations hereunder have been duly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.

     (ii) Neither the execution and delivery of this Agreement nor the performance by such Stockholder of its obligations hereunder will result in a violation of, or a default under, or conflict with, (A) if such Stockholder is an entity, any provision of its certificate of incorporation, bylaws, partnership agreement, limited liability company agreement or similar organizational documents, (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind (other than as may relate to the Pledged Shares but subject to the proviso set forth in (iv) below) to which such Stockholder is a party or bound or to which the Covered Securities are subject, except, in the case of clause (B), as would not prevent, delay or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder. Execution, delivery and performance of this Agreement by such Stockholder will not violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder or the Covered Securities, except (x) for any reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby or (y) as would not reasonably be expected to prevent, delay or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

     (iii) If the Stockholder is married and the Covered Securities of the Stockholder constitute community property or spousal approval is otherwise required for this Agreement to be legal, valid and binding, then, to the extent so required, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms, subject to the Enforceability Exceptions.

     (iv) The Covered Securities and the certificates representing such Covered Securities are held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for (A) any such encumbrances arising hereunder, or (B) any such encumbrances arising pursuant to the pledge of any Covered Securities by such

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Stockholder to a financial institution or a brokerage firm (the “Pledged Shares”); provided, however, that such Stockholder represents that any such arrangement regarding such Pledged Shares shall not prevent, delay or otherwise materially impair such Stockholder’s ability to execute and deliver this Agreement or perform its obligations hereunder and such Stockholder shall use his reasonable efforts to obtain an acknowledgment by the pledgee of the terms of this Agreement and such pledgee’s agreement to vote the Pledged Shares (if and to the extent the voting power of the Pledged Shares is being or to be exercised by pledgee) in accordance with Section 2.

     (v) No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission based upon arrangements made by or on behalf of such Stockholder in connection with its entering into this Agreement.

     (vi) Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

     (b) Parent represents and warrants to each Stockholder and Target that the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent.

     (c) Target represents and warrants to each Stockholder and Parent that the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Target.

     2. Voting Agreements. During the Term (as defined below) of this Agreement, at any meeting of stockholders of Target or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, each Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares: (a) in favor of the Merger, the adoption by Target of the Merger Agreement and the approval of the terms thereof and each of the other Transactions and (b) against any transaction, agreement, matter or Target Acquisition Proposal that would impede, interfere with, delay, postpone or attempt to discourage the Merger and the Merger Agreement.

     3. Irrevocable Proxy. Each Stockholder hereby appoints Parent as its proxy to vote all of such Stockholder’s Subject Shares at any meeting of stockholders of Target (including any adjournments and postponements thereof) on the matters described in Section 2, and to execute and deliver any written consents to fulfill such Stockholder’s obligations under this Agreement. This proxy is coupled with an interest and is irrevocable until the end of the Term.

     4. Revocation of Other Proxies. To the extent inconsistent with the other provisions of this Agreement or the Merger Agreement, each Stockholder hereby revokes any and all previous proxies with respect to such Stockholder’s Subject Shares.

     5. Other Covenants. Each Stockholder severally agrees with, and covenants to, Parent during the Term of this Agreement as follows:

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     (a) Such Stockholder shall not after the date hereof (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to any Transfer of, any Covered Securities or any interest therein, except pursuant to the Merger, (ii) enter into any contract, option or other agreement with respect to any Transfer of any or all of the Covered Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Subject Shares or (iv) deposit the Subject Shares into a voting trust or enter into a voting agreement or voting arrangement with respect to the Subject Shares; provided, that any such Stockholder may Transfer any of the Covered Securities to an affiliate of such Stockholder (provided such affiliates evidences in a writing reasonably satisfactory to the other parties hereto such affiliate’s agreement to the terms hereof) or any other Stockholder who is on the date hereof or hereafter becomes a party to this Agreement; provided, further, that the restrictions in this Section 5 shall not be deemed violated by any Transfer of Covered Securities pursuant to a cashless exercise of stock options or warrants; and provided, further, that a pledge of Pledged Shares made in accordance with Section 1(a)(iv) shall not be deemed to be a violation of the restrictions in this Section 5.

     (b) Such Stockholder shall not take any action prohibited by Section 7.2 of the Merger Agreement.

     6. Certain Events. This Agreement and the obligations hereunder shall attach to each Stockholder’s Covered Securities and shall be binding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including such Stockholder’s heirs, guardians, administrators or successors. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Target affecting the Covered Securities or the acquisition of additional shares of Covered Securities or other voting securities of Target by any Stockholder, the number of Covered Securities listed on Schedule A beside the name of such Stockholder shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional Covered Securities or other voting securities of Target issued to or acquired by such Stockholder.

     7. Stop Transfer. Target shall not register the transfer of any certificate representing any Covered Securities, unless such transfer is made to Parent or otherwise in compliance with this Agreement.

     8. Stockholder Capacity. No person executing this Agreement (or an affiliate thereof) who is or becomes during the Term a director of Target makes any agreement or understanding herein in his or her capacity as such director. Each Stockholder signs solely in his or her capacity as the record and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder’s Covered Securities.

     9. Further Assurances. Each Stockholder shall, upon request of Parent, execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions hereof.

     10. Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon (and shall only be effective from the date hereof until) the first to occur of (a) the Effective Time of the Merger, or (b) the date upon which the Merger Agreement

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is terminated in accordance with its terms (such period from the date hereof until such termination is referred to herein as the “Term”); provided, however, that (x) Section 11 shall survive any termination of this Agreement and (y) termination of this Agreement pursuant to clause (b) above shall not relieve any party hereto from liability for any willful and knowing breach hereof prior to such termination.

     11. Miscellaneous.

     (a) All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Parent or Target, to the appropriate address set forth in Section 11.1 of the Merger Agreement; and (ii) if to a Stockholder, to the appropriate address set forth on Schedule A.

     (b) Each Party submits to the jurisdiction of any state or federal court sitting in the State of Delaware in any dispute or action arising out of or relating to this Agreement and agrees that all claims in respect of such dispute or action may be heard and determined in any such court. Each Party also agrees not to bring any dispute or action arising out of or relating to this Agreement in any other court. Each Party agrees that a final judgment in any dispute or action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law (common, statutory or other) or in equity. Each Party waives any defense of inconvenient forum to the maintenance of any dispute or action so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto.

     (c) Each Party appoints RLF Service Corp., One Rodney Square, Wilmington, Delaware 19801 as their agent to receive on their behalf service of copies of the summons and complaint and any other process that might be served in an dispute or action (the “Process Agent”). Any Party may make service on any other Party by sending or delivering a copy of the process (i) to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(a) or (ii) to the Party to be served in care of the Process Agent at the address and in the manner provided for the giving of notices in Section 12(a).

     (d) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     (e) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective as to any Stockholder when one or more counterparts have been signed by each of Parent, Target and such Stockholder and delivered to Parent, Target and such Stockholder.

     (f) This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person (other than Parent) any rights or remedies hereunder.

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     (g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

     (h) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties, except by laws of descent or as expressly provided by Section 5(a). Any assignment in violation of the foregoing shall be void.

     (i) As between any Stockholder and Parent, each of such parties agrees that irreparable damage to the other, non-breaching party would occur and that such non-breaching party would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches by the other party of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which it may be entitled at law or in equity.

     (j) If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law.

     (k) No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, Target, Parent, and the Stockholders party hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

PLAINS EXPLORATION & PRODUCTION COMPANY
By:	/s/ James C. Flores
Name:		James C. Flores
Title:		Chief Executive Officer

STONE ENERGY CORPORATION
By:	/s/ David H. Welch
Name:		David H. Welch
Title:		President and Chief Executive Officer

STOCKHOLDERS:
 

/s/ James H. Stone  

James H. Stone 

/s/ David H. Welch  

David H. Welch 

/s/ John P. Laborde  

John P. Laborde 

/s/ Peter K. Barker  

Peter K. Barker 

/s/ George R. Christmas  

George R. Christmas 

/s/ Richard A. Pattarozzi  

Richard A. Pattarozzi 

[Signature Page 1 to Parent Voting Agreement]

/s/ David R. Voelker  

David R. Voelker 

/s/ Raymond B. Gary  

Raymond B. Gary 

/s/ Robert A. Bernhard  

Robert A. Bernhard 

/s/ B.J. Duplantis  

B.J. Duplantis 

[Signature Page 2 to Parent Voting Agreement]

SCHEDULE A

Stockholder Name and Address	Common Stock			Other Securities
James H. Stone 909 Poydras Street, Suite 2650 New Orleans, LA 70130		1,313,397	*	93,000 (stock options)
David H. Welch 625 E. Kaliste Saloom Road Lafayette, LA 70508		67,088		40,000 (stock options)
John P. Laborde 601 Poydras Street, Suite 1637 New Orleans, LA 70130		22,937		10,333 (options)
Peter K. Barker 2121 Avenue of the Stars The Fox Plaza Building, Suite 2600 Los Angeles, California 90067-5050		2,600		10,333 (options)
George R. Christmas 7 Walt Whitman Blvd. Stafford, VA 22554		2,433		8,700 (options)
Richard A Pattarozzi 728 Plantation Drive Abita Springs, LA 70420		1,600		10,333 (options)
David R. Voelker 650 Poydras Street, Suite 2710 New Orleans, LA 70130		185,032	**	10,333 (options)
Raymond B. Gary 840 Park Avenue New York, NY 10021		44,209		10,333 (options)
Robert A. Bernhard 825 Third Ave., 31st Floor New York, NY 10022		132,992	***	8,333 (options)
B. J. Duplantis 400 E. Kaliste Saloom Road, Suite 4200 Lafayette, LA 70508		12,012		10,333 (options)
TOTAL

* Includes shares owned by two partnerships known as James H. Stone Interests I and James H. Stone Interests II, of which Mr. Stone disclaims any beneficial interest with respect to 59,226 and 16,234 shares, respectively; also includes shares owned by a limited liability company in which Mr. Stone has a 4% interest.

** Includes 72,440 shares owned by two trusts for the benefit of Mr. Stone’s children, of which Mr. Voelker is a trustee but owns no beneficial interest, and 85,970 shares owned by Frantzen/Voelker Investments, L.L.C., in which Mr. Voelker owns a 20% beneficial interest.

A-1

*** Includes 30,000 shares held by the Bernhard Trust “B” of which Mr. Bernhard is the trustee and a potential beneficiary.

     The “Other Securities” are stock options awarded pursuant to the Stone Energy Corporation 2004 Amended and Restated Stock Incentive Plan or similar prior plans that are or will be vested by the end of May 2006. These other securities do not include stock options that will terminate out-of-the-money in May 2006, nor do they include stock options that will not have vested by the end of May 2006.

[Signature Page 2 to Parent Voting Agreement]

EX-99.2

EXHIBIT 99.2

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT

     This AMENDMENT NO. 2 (this “Amendment”) to the Rights Agreement (the “Rights Agreement”) dated as of October 15, 1998, between Stone Energy Corporation, a Delaware corporation (the “Company”), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as rights agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated as of October 28, 2000, is between the Company and the Rights Agent and is entered into as of April 23, 2006. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

     WHEREAS, Section 29 of the Rights Agreement permits the Company to amend the Rights Agreement in the manner provided therein at any time prior to the Distribution Date, and there has not been a Distribution Date.

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     Section 1. Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:

     (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Plains Merger Documents or the consummation of one or more of the Plains Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to Plains, Plains Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the Plains Merger Documents or the Plains Merger Transactions, including, without limitation, the designation of Plains, Plains Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date.

     (b) The definition of “Acquiring Person” set forth in Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof:

     “In addition, and notwithstanding anything in this Rights Agreement to the contrary, none of Plains, Plains Merger Sub or any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person solely by virtue of (i) the announcement of the Plains Merger, (ii) the acquisition of Common Shares of the Company pursuant to the Plains Merger, (iii) the execution of the Plains Merger Agreement or the Plains Voting Agreements or (iv) the consummation of the Plains Merger or of the other transactions contemplated in the Plains Merger Agreement or the Plains Voting Agreements.”

     (c) The definition of “Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended and restated as follows:

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     “Final Expiration Date” shall mean the earlier of (i) immediately prior to the Effective Time (as defined in the Plains Merger Agreement) and (ii) the Close of Business on September 30, 2008.

     (d) The following definitions used in this Agreement are hereby added to Section 1 of the Rights Agreement:

““Plains” shall mean Plains Exploration & Production Company, a Delaware corporation.”

““Plains Merger” shall have the meaning set forth in the Plains Merger Agreement.”

““Plains Merger Agreement” shall mean the Agreement and Plan of Merger among the Company, Plains and the Merger Sub dated the date hereof, as such agreement may be amended from time to time.”

““Plains Merger Documents” shall mean the Merger Agreement and the Voting Agreements.”

““Plains Merger Sub” shall mean Plains Acquisition Corporation, a Delaware corporation.”

““Plains Merger Transactions” shall mean the transactions contemplated under the Merger Documents.”

““Plains Voting Agreements” shall mean each of the Voting Agreement among the Company, Plains and the Plains stockholders signatory thereto dated the date hereof, and the Voting Agreement among the Company, Plains and the Company stockholders signatory thereto dated the date hereof, as each such agreement may be amended from time to time.”

     (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

     “Notwithstanding anything in this Rights Agreement to the contrary, neither a Distribution Date nor a Shares Acquisition Date shall be deemed to have occurred solely as the result of (i) the announcement of the Plains Merger, (ii) the acquisition of Common Shares of the Company pursuant to the Plains Merger, (iii) the execution of the Plains Merger Agreement or the Plains Voting Agreements or (iv) the consummation of the Plains Merger or of the other transactions contemplated in the Plains Merger Agreement or the Plains Voting Agreements.”

     Section 2. Certification. This Section 2 shall constitute a certificate from an appropriate officer of the Company for purposes of Section 29 of the Rights Agreement, and the Company and the officer of the Company signing this Amendment below, on behalf of the Company, (i) hereby certify that to their knowledge this Amendment is in compliance with the terms of Section 29 of the Rights Agreement and (ii) request and direct that the Rights Agent execute and deliver this Amendment, in accordance with Section 29.

     Section 3. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect unamended and in accordance with the provisions thereof on the date hereof.

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     Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within such State; provided, however, that any provision regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

     Section 5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

     Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day and year first above written.

STONE ENERGY CORPORATION
by:
	Name:	Andrew L. Gates, III
	Title:	Vice President and General Counsel
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent
by:
	Name:	David M. Cary
	Title:	Assistant Vice President

[Signature Page to Amendment No. 2 to the Rights Agreement]