TERMINATION OF STOCKHOLDERS AGREEMENT

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.

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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.

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