Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 11, 2009, the Organization & Compensation Committee (the "Committee") of the Board of Directors of Plains Exploration & Production Company ("PXP") determined the base salaries for the executive officers of PXP for fiscal 2009, as well as the discretionary annual cash bonus awards to be made to the executive officers of PXP for fiscal 2008. Payment of bonuses is based on performance measures considered by the Committee.

There was no increase to the base salary for any of PXP's executive officers. The cash bonus awards earned in 2008 are set forth in the table below. Each executive's 2007 bonus was paid at a lower percentage of target than PXP's employees as a whole. The 2008 bonuses were set at the same level as those paid in 2007.

Name and Title Bonus Amount

James C. Flores, Chairman of the Board, President and $1,200,000

Chief Executive Officer

Doss R. Bourgeois, Executive Vice President- $650,000

Exploration & Production

Winston M. Talbert, Executive Vice President and $650,000

Chief Financial Officer

John F. Wombwell, Executive Vice President, General $650,000

Counsel and Secretary

The Committee approved an annual long-term incentive grant of 150,000 restricted stock units to Mr. Flores and 75,000 restricted stock units to each of Messrs. Bourgeois, Talbert and Wombwell, each of which will vest over three years in one-third increments beginning on March 31, 2010. The Committee recognized that the grant date fair value of these grants was below the value of grants made in each of the prior two years. These grants are intended to retain and motivate our executives.

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