0001193125-12-075924 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK UNIT AGREEMENT [With Employment Agreement]
Restricted Stock Unit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of , 20 (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and «Fname» «Middle»«Dot» «Lname» (the “Grantee”), evidences the grant by the Company of restricted stock units (“Restricted Stock Units” or “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Plains Exploration & Production Company 2010 Incentive Award Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows:

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CREDIT AGREEMENT DATED AS OF NOVEMBER 18, 2011 AMONG PLAINS OFFSHORE OPERATIONS INC., AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BARCLAYS BANK PLC AND BANK OF MONTREAL, AS CO-DOCUMENTATION AGENTS, TORONTO DOMINION (NEW YORK) LLC...
Credit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of November 18, 2011, is among PLAINS OFFSHORE OPERATIONS INC., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Barclays Bank PLC and Bank of Montreal, as Co-Documentation Agents; and Toronto Dominion (New York) LLC and Wells Fargo Bank, National Association, as Co-Syndication Agents.

PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK UNIT AGREEMENT [Performance-Vested]
Restricted Stock Unit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of , 20 (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and «Fname» «Middle»«Dot» «Lname» (the “Grantee”), evidences the grant by the Company of restricted stock units (“Restricted Stock Units” or “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Plains Exploration & Production Company 2006 Incentive Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows:

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