Exhibit 10.1


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 & 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  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

  



 



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