-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9dh7jm3CqzgMA3/3x26lckNnaZwCc5GcUd8bCzN9qsiNl2HjNaLLEQBfUquQ4MX LeoHxpoASVf3r5lmTiKZbQ== /in/edgar/work/20000728/0000950129-00-003854/0000950129-00-003854.txt : 20000921 0000950129-00-003854.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950129-00-003854 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000728 EFFECTIVENESS DATE: 20000728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 741659398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42428 FILM NUMBER: 680737 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252-0504 BUSINESS PHONE: 7132975000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 S-8 1 s-8.txt POGO PRODUCING COMPANY 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- POGO PRODUCING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 5 GREENWAY PLAZA, SUITE 2700 74-1659398 (State or Other Jurisdiction of HOUSTON, TEXAS (I.R.S. Employer Incorporation or Organization) (Address of Principal Executive Offices) Identification No.) 77046 (Zip Code)
- -------------------------------------------------------------------------------- 2000 INCENTIVE PLAN OF POGO PRODUCING COMPANY (Full title of the plan) - -------------------------------------------------------------------------------- GERALD A. MORTON VICE PRESIDENT - LAW AND CORPORATE SECRETARY POGO PRODUCING COMPANY 5 GREENWAY PLAZA, SUITE 2700 HOUSTON, TEXAS 77046 (Name and Address of Agent for Service) (713) 297-5000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
========================= =================== ======================== ===================== ================ Proposed Maximum Title of Amount Proposed Maximum Aggregate Offering Amount of Securities to be to be Offering Price Per Price(2) Registration Registered Registered(1) Share(2) Fee - ------------------------- ------------------- ------------------------ --------------------- ---------------- Common Stock (par value $1 per share) ......... 1,000,000 $ 18.44 $ 18,440,000 $ 4,868 ========================= =================== ======================== ===================== ================
(1) This Registration Statement also covers (a) such indeterminable additional number of shares as may become deliverable as a result of any future adjustments in accordance with the terms of the 2000 Incentive Plan and (b) the associated rights to purchase preferred stock, which initially are attached to and trade with the shares of Common Stock being registered hereby. The value attributable to those associated rights, if any, is reflected in the market price of the Common Stock. (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price reported on the New York Stock Exchange Composite Transaction Tape on July 26, 2000. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document(s) containing the information concerning the 2000 Incentive Plan of Pogo Producing Company (the "Plan") required by Item 1 of Form S-8 and the statement of availability of registrant information, Plan information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and with the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Pogo Producing Company (the "Registrant" or the "Company") shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish the Commission or its staff a copy or copies of all of the documents included in such file. I-1 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents, which have been filed by the Registrant with the Securities and Exchange Commission, are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the fiscal year ended December 31, 1999, as the same has been amended through the date hereof; (b) The Registrant's Quarterly Report on Form 10-Q filed pursuant to Section 13 of the Exchange Act, for the quarterly period ended March 31, 2000, as the same has been amended through the date hereof; (c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and (d) The description of the Registrant's common stock contained in the Company's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Exchange Act, as the same has been amended through the date hereof, and as the same may be further amended from time to time. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. Description of Securities. Not Applicable. ITEM 5. Interests of Named Experts and Counsel. Certain legal matters in connection with the shares of Common Stock offered hereby are being passed upon for the Company by Gerald A. Morton, who is the Vice President - Law and Corporate Secretary of the Company. Such opinion has been filed as an exhibit to this Registration Statement. Mr. Morton is an officer of the Company and owns, and has options to purchase, shares of common stock of the Company. ITEM 6. Indemnification of Officers and Directors. Section 145 of the Delaware General Corporation Law, inter alia, empowers a Delaware corporation to indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such a person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorney's fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests II-1 4 of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of any such threatened, pending or completed action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provide further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the shareholders or disinterested directors or by the independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct. Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power under Section 145. The Company maintains policies insuring its and its subsidiaries' officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended Article X of the Restated Certificate of Incorporation of the Company eliminates the personal liability of each director of the Company to the Company and its stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any director occurring on or after September 30, 1986; provided, however that such provision does not eliminate or limit the liability of a director (i) for any breach of such director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Title 8, Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which such director derived an improper personal benefit. The Bylaws of the Company provide that the Company will indemnify and hold harmless, to the fullest extent permitted by applicable law as in effect as of the date of the adoption of the Bylaws or as it may thereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity including services with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Bylaws further provide that the Company will indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Company. The Bylaws further provide that the Company will pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses insured by a director or officer in his capacity as a director or officer (except with regard to service to an employee benefit plan or non-profit organizations in advance of the final disposition of the proceeding) will be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified. The Company has placed in effect insurance which purports (a) to insure it against certain costs of indemnification which may be incurred by it pursuant to the aforementioned Bylaw provision or otherwise and (b) to insure the officers and directors of the Company and of specified subsidiaries against certain liabilities incurred by them in the discharge of their functions as officers and directors except for liabilities arising from their own malfeasance. ITEM 7. Exemption from Registration Claimed. Not Applicable. II-2 5 ITEM 8. Exhibits. The following documents are filed as exhibits to this Registration Statement or, if marked with an asterisk, incorporated by reference as shown. Exhibit No. Description *4.1 -- Restated Certificate of Incorporation of Pogo Producing Company(Exhibit 3(a), Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-7792). *4.2 -- Certificate of Designation, Preferences and Rights of Preferred Stock of Pogo Producing Company, dated March 25, 1987 (Exhibit 3(a)(1), Annual Report on Form 10-K for the year ended December 31, 1987, File No. 0-5468). *4.3 -- Bylaws of Pogo Producing Company, as amended and restated through January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-7792). *4.4 -- Rights Agreement dated as of April 26, 1994 between Pogo Producing Company and Harris Trust Company of New York, as Rights Agent (Exhibit 4, Current Report on Form 8-K filed April 26, 1994, File No. 1-7792). *4.5 -- Certificate of Designation of Series A Junior Participating Preferred Stock of Pogo Producing Company dated April 26, 1994 (Exhibit 4(d), Registration Statement on Form S-8 filed August 9, 1994, File No. 33-54969). 5 -- Opinion of Gerald A. Morton, Vice President - Law and Corporate Secretary. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Ryder Scott Company Petroleum Engineers. 23.3 -- Consent of Gerald A. Morton (included in Exhibit 5). 24 -- Powers of Attorney - ---------- * Asterisk indicates incorporated by reference as shown. ITEM 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the II-3 6 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1993 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 28th day of July, 2000. POGO PRODUCING COMPANY By: /s/ PAUL G. VAN WAGENEN ------------------------------------------ Paul G. Van Wagenen Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of July, 2000.
Signature Title --------- ----- /s/ PAUL G. VAN WAGENEN Chairman of the Board, President and Chief - -------------------------------------- Executive Officer Paul G. Van Wagenen (Principal Executive Officer and Director) /s/ JAMES P. ULM, II Vice President and Chief Financial Officer - -------------------------------------- (Principal Financial Officer) James P. Ulm, II /s/ THOMAS E. HART Vice President and Controller - -------------------------------------- (Principal Accounting Officer) Thomas E. Hart * Director - -------------------------------------- Jerry M. Armstrong * Director - -------------------------------------- Jack S. Blanton
II-5 8
Signature Title --------- ----- * Director - -------------------------------------- W. M. Brumley, Jr. * Director - -------------------------------------- Robert H. Campbell * Director - -------------------------------------- William L. Fisher * Director - -------------------------------------- Gerrit W. Gong * Director - -------------------------------------- Frederick A. Klingenstein * Director - -------------------------------------- Stephen A. Wells *By: /s/ THOMAS E. HART ------------------------------------ Thomas E. Hart Attorney-in-Fact
II-6 9 EXHIBIT INDEX
Exhibit No. Description - ------- ----------- *4.1 -- Restated Certificate of Incorporation of Pogo Producing Company(Exhibit 3(a), Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-7792). *4.2 -- Certificate of Designation, Preferences and Rights of Preferred Stock of Pogo Producing Company, dated March 25, 1987 (Exhibit 3(a)(1), Annual Report on Form 10-K for the year ended December 31, 1987, File No. 0-5468). *4.3 -- Bylaws of Pogo Producing Company, as amended and restated through January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-7792). *4.4 -- Rights Agreement dated as of April 26, 1994 between Pogo Producing Company and Harris Trust Company of New York, as Rights Agent (Exhibit 4, Current Report on Form 8-K filed April 26, 1994, File No. 1-7792). *4.5 -- Certificate of Designation of Series A Junior Participating Preferred Stock of Pogo Producing Company dated April 26, 1994 (Exhibit 4(d), Registration Statement on Form S-8 filed August 9, 1994, File No. 33-54969). 5 -- Opinion of Gerald A. Morton, Vice President - Law and Corporate Secretary. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Ryder Scott Company Petroleum Engineers. 23.3 -- Consent of Gerald A. Morton (included in Exhibit 5). 24 -- Powers of Attorney
- ---------- * Asterisk indicates incorporated by reference as shown. EX-5 2 ex5.txt OPINION OF GERALD A. MORTON, VICE PRESIDENT 1 EXHIBIT 5 July 28, 2000 Pogo Producing Company 5 Greenway Plaza Suite 2700 Houston, Texas 77046 Ladies and Gentlemen: As set forth in the Registration Statement on Form S-8 ("Registration Statement"), filed by Pogo Producing Company, a Delaware corporation (the "Company"), under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 1,000,000 shares of the Company's Common Stock, par value $1 per share (the "Common Shares") which may be issued pursuant to the 2000 Incentive Plan of Pogo Producing Company (the "Plan"), certain legal matters in connection with the registration of the Common Shares are being passed upon by me. I have acted as counsel for the Company in connection with the preparation of the Plan and the registration of the Common Shares. In such capacity, I have examined the Company's Restated Certificate of Incorporation and Bylaws, each as amended to date, and have examined the originals, or copies certified or otherwise identified, of corporate records of the Company, certificates of public officials and of representatives of the Company, statutes and other records, instruments and documents as a basis for the opinions hereinafter expressed. Based upon my examination as aforesaid, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, I am of the opinion that: The Common Shares to be issued pursuant to the Plan have been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable and free of preemptive rights. The opinion expressed herein is limited exclusively to the corporate law of the state of Delaware and the federal laws of the United States of America. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the caption "Interests of Named Experts and Counsel." Yours very truly, /s/ GERALD A. MORTON EX-23.1 3 ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference into this registration statement on Form S-8 of our report dated February 25, 2000 included in Pogo Producing Company's Annual Report on Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Houston, Texas July 28, 2000 EX-23.2 4 ex23-2.txt CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference into this registration statement on Form S-8 our estimate of Pogo Producing Company's reserves and the present value of future net reserves included in Pogo Producing Company's annual report on Form 10-K for the year ended December 31, 1999, as amended. /s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas July 28, 2000 EX-24 5 ex24.txt POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY I, JERRY M. ARMSTRONG, in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ Jerry M. Armstrong ----------------------------------- Jerry M. Armstrong 2 POWER OF ATTORNEY I, JACK S. BLANTON, in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ Jack S. Blanton ----------------------------------- Jack S. Blanton 3 POWER OF ATTORNEY I, W. M. BRUMLEY, JR., in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ W. M. Brumley, Jr. ----------------------------------- W. M. Brumley, Jr. 4 POWER OF ATTORNEY I, ROBERT H. CAMPBELL, in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ Robert H. Campbell ----------------------------------- Robert H. Campbell 5 POWER OF ATTORNEY I, WILLIAM L. FISHER, in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ William L. Fisher ----------------------------------- William L. Fisher 6 POWER OF ATTORNEY I, GERRIT W. GONG, in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ Gerrit W. Gong ----------------------------------- Gerrit W. Gong 7 POWER OF ATTORNEY I, FREDERICK A. KLINGENSTEIN individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ Frederick A. Klingenstein ----------------------------------- Frederick A. Klingenstein 8 POWER OF ATTORNEY I, STEPHEN A. WELLS, in my individual capacity and as a director of Pogo Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to prepare, execute and file, in my name, place and stead in my individual capacity and as a director of the Company, such documents, reports, registration statements and filings as may be necessary or advisable under the Securities Act of 1933, as amended (the "Securities Act") or any other federal, state or local law regulating the Company in connection with the registration of securities related to the Company's 1998 Long-Term Incentive Plan and its 2000 Incentive Plan including, without limitation, the registration statements on Form S-8, as prescribed by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with any and all exhibits and other documents relating thereto, any and all amendments to said registration statements and all instruments as said attorneys or any of them shall deem necessary or incidental in connection therewith and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in my name and on my behalf any act whatsoever to accomplish the purpose and intent of the forgoing that said attorneys deem may be necessary or desirable to be done in the premises as fully and to all intents and purposes as I might or could do in person, and by my signature hereto, I hereby ratify and approve any and all of such acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument on this 18th day of July, 2000. /s/ Stephen A. Wells ----------------------------------- Stephen A. Wells -----END PRIVACY-ENHANCED MESSAGE-----