As filed with the Securities and Exchange Commission on May 22, 1996
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 74-1659398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
1995 LONG-TERM INCENTIVE PLAN
OF POGO PRODUCING COMPANY
(Full title of the plan)
Gerald A. Morton
Corporate Secretary and
Associate General Counsel
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
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered registered(1) offering aggregate fee
price per offering
Common Stock, par share(2) price(2)
value $1 per 2,000,000
share shares $36.69 $73,380,000.00 $25,303.45
(1) This Registration Statement also covers such indeterminable
additional number of shares as may become deliverable as a result of
any future adjustments in accordance with the
terms of the 1995 Long-Term Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) using the average of the high
and low prices reported on the New York Stock Exchange Composite
Transaction Tape on May 20, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of Form
S-8 and the statement of availability of registrant 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 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.
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 for the fiscal year
ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the Registrant's Annual Report referred to
in (a) above; and
(c) The description of the Registrant's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, 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 Securities Exchange Act of
1934, as amended,
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.
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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; the
Corporate Secretary and Associate General Counsel of the Company.
Such opinion has been filed as an exhibit to this Registration Statement.
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 or
is threatened to be made 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 person is or was a director,
officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, 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
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
attorneys' 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 provided 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 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 to indemnify him 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.
The By-laws of the Registrant contain the following provisions:
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ARTICLE VII
Indemnification
Section 1. Right to Indemnification.
The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter 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
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity
including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such
person. The Corporation shall 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 Corporation.
Section 2. Prepayment of Expenses.
The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses incurred 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 shall 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 under this Article or otherwise.
Section 3. Claims.
If a claim for indemnification or payment of expenses
under this Article is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file
suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting
such claim. In any such action the Corporation shall have the burden of
proving that the claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.
Section 4. Non-Exclusivity of Rights.
The rights conferred on any person by this Article shall not
be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
these By-laws, agreement, vote of stockholders or disinterested directors
or otherwise.
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Section 5. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of
this Article VII shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior
to the time of such repeal or modification.
The Registrant 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 By-law 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.
See "Item 9. Undertakings" for information concerning the
position of the Securities and Exchange Commission regarding
indemnification provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
*4-(a) Restated Certificate of Incorporation of Registrant (Exhibit 3(a),
Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, File No. 1-7792).
*4-(b) By-laws of Registrant, as amended and restated through July 24,
1990 (Exhibit 3(a), Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990, File No. 0-5468).
4-(c) 1995 Long-Term Incentive Plan.
*4-(d) Certificate of Designations 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).
*4-(e) 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).
5 Opinion of Gerald A. Morton, Corporate Secretary and Associate
General Counsel of the Registrant.
23-(a) Consent of Arthur Andersen LLP.
23-(b) Consent of Ryder Scott Company Petroleum Engineers.
23-(c) Consent of Gerald A. Morton (contained in his opinion filed as
Exhibit 5).
24 Powers of Attorney.
__________________
* Incorporated by reference.
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Item 17. 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 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;
(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; and
(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
Section 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 this 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.
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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
22nd day of May, 1996.
POGO PRODUCING COMPANY
(Registrant)
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 May 22, 1996.
Signature Title
/s/ PAUL G. VAN WAGENEN Chairman of the Board, President and Chief
Paul G. Van Wagenen Executive Officer
(Principal Executive Officer and Director)
/s/ JOHN W. ELSENHANS Vice President and Treasurer
John W. Elsenhans (Principal Financial Officer)
/s/ THOMAS E. HART Vice President and Controller
Thomas E. Hart (Principal Accounting Officer)
/s/ TOBIN ARMSTRONG* Director
Tobin Armstrong
/s/ JACK S. BLANTON* Director
Jack S. Blanton
/s/ W. M. BRUMLEY, JR.* Director
W. M. Brumley, Jr.
/s/ JOHN B. CARTER, JR.* Director
John B. Carter, Jr.
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/s/ WILLIAM L. FISHER* Director
William L. Fisher
/s/ WILLIAM E. GIPSON* Director
William E. Gipson
/s/ GERRIT W. GONG* Director
Gerrit W. Gong
/s/ J. STUART HUNT* Director
J. Stuart Hunt
/s/ FREDERICK A. KLINGENSTEIN* Director
Frederick A. Klingenstein
/s/ NICHOLAS R. PETRY* Director
Nicholas R. Petry
/s/ JACK A. VICKERS* Director
Jack A. Vickers
*By /s/ THOMAS E. HART
(Thomas E. Hart, Attorney-in-Fact)
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Exhibit 4-(c)
1995 LONG-TERM INCENTIVE PLAN
of
POGO PRODUCING COMPANY
1. Objectives. The Pogo Producing Company 1995
Long-Term Incentive Plan (the "Plan") is designed to retain key
employees, to attract and retain qualified Directors of the Company
("Directors"), to encourage the sense of proprietorship of such employees
and Directors, and to stimulate the active interest of such persons in the
development and financial success of Pogo Producing Company, a
Delaware corporation (the "Company"), and its Subsidiaries (as hereinafter
defined). These objectives are to be accomplished by making awards under
the Plan and thereby providing Participants (as hereinafter defined) with a
proprietary interest in the growth and performance of the Company and its
Subsidiaries.
2. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
"Award" means the grant of any form of stock option, stock
appreciation right, stock award or cash award, whether granted singly, in
combination or in tandem, to a Participant who is an employee pursuant to
any applicable terms, conditions and limitations as the Committee may
establish in order to fulfill the objectives of the Plan.
"Award Agreement" means a written agreement between
the Company and a Participant who is an employee that sets forth the
terms, conditions and limitations applicable to an Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as
amended from time to time.
"Committee" means the Compensation Committee of the
Board or such other committee of the Board as is designated by the Board
to administer the Plan. The Committee shall be constituted to permit the
Plan to comply with Rule 16b-3 of the Exchange Act.
"Common Stock" means the Common Stock, par value
$1.00 per share, of the Company.
"Director" means an individual serving as a member of the
Board.
"Director Options" means nonqualified stock options
granted to Directors.
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"Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.
"Fair Market Value" means, as of a particular date, (i) if
shares of Common Stock are listed on a national securities exchange, the
mean between the highest and lowest sales price per share of Common
Stock on the consolidated transaction reporting system for the principal
such national securities exchange on that date, or, if there shall have been
no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, (ii) if shares of Common Stock are not so
listed but are quoted on the NASDAQ National Market System, the mean
between the highest and lowest sales price per share of Common Stock on
the NASDAQ National Market System on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date on
which such a sale was so reported or (iii) if the Common Stock is not so
listed or quoted, the mean between the closing bid and asked price on that
date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by
NASDAQ, or, if not reported by NASDAQ, by the National Quotation
Bureau, Inc.
"Participant" means an employee of the Company or any of
its Subsidiaries or a Director to whom an Award has been made under this
Plan.
"Performance Award" means an award under the Plan made
by the Committee to a Participant who is an employee subject to the
attainment of one or more Performance Goals.
"Performance Goal" means a standard established by the
Committee, to determine in whole or in part whether a Performance Share
Award shall be earned.
"Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, or any successor rule.
"Stock Option/SAR Limitation" means the limitation set
forth in Paragraph 7(a) and defined therein.
"Subsidiary" means any corporation of which the Company
directly or indirectly owns shares representing more than 50% of the
voting power of all classes or series of capital stock of such corporation
which have the right to vote generally on matters submitted to a vote of the
shareholders of such corporation.
3. Eligibility.
(a) Employees. Key employees of the Company and its
Subsidiaries eligible for an Award under this Plan are those who
hold positions of responsibility and whose performance, in the
judgment of the Committee, can have a significant effect on the
success of the Company and its Subsidiaries.
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(b) Directors. Recipients of Director Options shall
include all persons who, as of the time the Director Options are
awarded, are serving as Directors of the Company and are not
employees of the Company or any Subsidiary.
4. Common Stock Available for Awards and Director
Options. There shall be available for Awards granted wholly or partly in
Common Stock (including rights or options which may be exercised for or
settled in Common Stock) during the term of this Plan an aggregate of
2,000,000 shares of Common Stock, of which there shall be available for
Director Options during the term of this Plan not more than an aggregate
of 400,000 shares of Common Stock. Notwithstanding the foregoing, not
more than an aggregate of 250,000 shares of Common Stock shall be
available for Awards other than stock options and stock appreciation
rights. The Board and the appropriate officers of the Company shall from
time to time take whatever actions are necessary to file required documents
with governmental authorities and stock exchanges and transaction
reporting systems to make shares of Common Stock available for issuance
pursuant to Awards or Director Options. Common Stock related to
Awards or Director Options that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Stock or in a manner such that all
or some of the shares covered by an Award or Director Options are not
issued to a Participant, or are exchanged for Awards that do not involve
Common Stock, shall immediately become available for Awards or
Director Options hereunder. The Committee may from time to time adopt
and observe such procedures concerning the counting of shares against the
Plan maximum as it may deem appropriate under Rule 16b-3. Director
Options shall not be awarded in any year in which a sufficient number of
shares of Stock are not available for grant under the Plan.
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5. Administration. This Plan, as it applies to
Participants who are employees but not with respect to Participants who
are Directors and not employees, shall be administered by the Committee,
which shall have full and exclusive power to interpret this Plan and to
adopt such rules, regulations and guidelines for carrying out this Plan as it
may deem necessary or proper, all of which powers shall be exercised in
the best interests of the Company and in keeping with the objectives of this
Plan. The Committee shall consist of at least two members of the Board
who meet the requirements of the definition of "disinterested person" in
Rule 16b-3(d)(3) promulgated under the Exchange Act, or any successor
rule. The Committee may, in its discretion, provide for the extension of
the exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award
or otherwise amend or modify an Award in any manner that is either (i) not
adverse to the Participant holding such Award or (ii) consented to by such
Participant. The Committee may correct any defect or supply any omission
or reconcile any inconsistency in this Plan or in any Award in the manner
and to the extent the Committee deems necessary or desirable to carry it
into effect. Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and absolute discretion
and shall be final, conclusive and binding on all parties concerned. No
member of the Committee or officer of the Company to whom it has
delegated authority in accordance with the provisions of Paragraph 6 of
this Plan shall be liable for anything done or omitted to be done by him or
her, by any member of the Committee or by any officer of the Company in
connection with the performance of any duties under this Plan.
6. Delegation of Authority. The Committee may
delegate to the Chief Executive Officer and to other senior officers of the
Company its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish, except that the Committee may
not delegate to any person the authority to grant Awards to, or take other
action with respect to, Participants who are subject to Section 16 of the
Exchange Act.
7. Awards.
(a) Employee Awards. The Committee shall determine
the type or types of Awards to be made to each Participant who is
an employee under this Plan. Each Award made hereunder shall be
embodied in an Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee
in its sole discretion and shall be signed by the Participant and by
the Chief Executive Officer or the Chief Administrative Officer of
the Company for and on behalf of the Company. Awards may
consist of those listed in this Paragraph 7(a) and may be granted
singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives
to, grants or rights under this Plan or any other employee plan of
the Company or any of its Subsidiaries, including the plan of any
acquired entity. An Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the
occurrence of specified events, including the exercise of the
original Award granted to a Participant. Notwithstanding anything
herein to the contrary, no Participant may be granted, during any
one year period, Awards consisting of stock options or stock
appreciation rights exercisable for more than 150,000 shares of
Common Stock (the "Stock Option/SAR Limitation"). No
Participant may be granted, in addition to any stock options or
stock appreciation rights, cash or other awards under this Plan in
respect of any one year period having a value determined on the
date of grant in excess of $1,000,000.
(I) Stock Option. An Award may consist of a
right to purchase a specified number of shares of Common
Stock at a specified price that is not less than the greater of
(i) 50% of the Fair Market Value of the Common Stock on
the date of grant and (ii) the par value of the Common
Stock on the date of grant. A stock option may be in the
form of an incentive stock option ("ISO") which, in
addition to being subject to applicable terms, conditions
and limitations established by the Committee, complies
with Section 422 of the Code.
(II) Stock Appreciation Right. An Award may
consist of a right to receive a payment, in cash or Common
Stock, equal to the excess of the Fair Market Value or
other specified valuation of a specified number of shares of
Common Stock on the date the stock appreciation right
("SAR") is exercised over a specified strike price, as set
forth in the applicable Award Agreement.
(III) Stock Award. An Award may consist of
Common Stock or may be denominated in units of
Common Stock. All or part of any stock award may be
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subject to conditions established by the Committee, and set
forth in the Award Agreement, which may include, but are
not limited to, continuous service with the Company and its
Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth
rates and other comparable measurements of performance.
Such Awards may be based on Fair Market Value or other
specified valuations. The certificates evidencing shares of
Common Stock issued in connection with a stock award
shall contain appropriate legends and restrictions describing
the terms and conditions of the restrictions applicable
thereto.
(IV) Cash Award. An Award may be
denominated in cash with the amount of the eventual
payment subject to future service and such other
restrictions and conditions as may be established by the
Committee, and set forth in the Award Agreement,
including, but not limited to, continuous service with the
Company and its Subsidiaries, achievement of specific busi-
ness objectives, increases in specified indices, attaining
specified growth rates and other comparable measurements
of performance.
(V) Performance Award. Without limiting the
type or number of Awards that may be made to a
Participant under the other provisions of this Plan, the
Committee may make a Performance Award to a
Participant who is an employee. Such a Performance
Award shall be paid, vested or otherwise deliverable solely
on account of the attainment of one or more pre-established,
objective Performance Goals established by the
Committee prior to the earlier to occur of (i) 90 days after
the commencement of the period of service to which the
performance goal relates and (ii) prior to the elapse of 25%
of the period of service (as scheduled in good faith at the
time the goal is established) and in any event while the
outcome is substantially uncertain. A Performance Goal is
objective if a third party having knowledge of the relevant
facts could determine whether the goal is met and such
goals can be based on one or more business criteria that
apply to the individual, a business unit, or the Company as
a whole, and includes an increase in any one or more of the
following: production levels of equivalent volumes of oil
and gas, equivalent proven reserves, reserves value,
increased revenue, net income, stock price, market share,
earnings per share, or return on equity; or a decrease in
costs. Unless otherwise stated, such a Performance Goal
need not be based upon an increase or positive result under
a particular business criterion and could include, for
example, maintaining the status quo or limiting economic
losses (measured, in each case, by reference to specific
business criterion). No Participant who is an employee
shall receive more than $1,000,000 in respect of
Performance Awards made in any calendar year. In
interpreting Plan provisions applicable to Performance
Goals and Performance Share Awards, it is the intent of the
Plan to conform with the standards of Treasury Regulation
1.162-27(e)(2)(i) and the Committee in establishing such
goals and interpreting the Plan shall be guided by such
provisions. Prior to the payment of any compensation
based on the achievement of Performance Goals, the
Committee must
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certify in writing that applicable
Performance Goals and any of the material terms thereof
were, in fact, satisfied.
(b) Director Options. Commencing June 1, 1996,
automatic annual awards of Director Options shall be made to each
eligible Director on the first business day of June of each year, each
such annual grant to provide for the purchase of 5,000 shares of
Stock by each eligible Director; provided that such Director
Options shall provide for the purchase of 10,000 shares of Stock
if the recipient of such Director Option had not previously received
a grant of a Director Option pursuant to this Plan or any
predecessor plan of the Company providing for awards of stock
options to nonemployee directors. Each Director Option shall
terminate and be of no force or effect with respect to any shares
not previously purchased by the Director upon the expiration of 10
years from the date of granting of such Director Option,
notwithstanding any earlier termination of the Director's status as
a Director of the Company. The purchase price of each share of
Stock placed under a Director Option shall be equal to the greater
of (i) Fair Market Value of such share on the date the Director
Option is granted or (ii) the par value of the Common Stock on the
date of grant. All Director Options shall be exercisable
immediately upon the date of grant, except as hereinafter
described. Notwithstanding the foregoing sentence, however, all
Director Options granted under this Plan are subject to, and may
not be exercised before, shareholder approval of the Plan required
under paragraph 18 hereof.
8. Payment of Awards.
(a) General. Payment of Awards to employees may be
made in the form of cash or Common Stock or combinations
thereof and may include such restrictions as the Committee shall
determine, including, in the case of Common Stock, restrictions on
transfer and forfeiture provisions. As used herein, "Restricted
Stock" means Common Stock that is restricted or subject to forfei-
ture provisions.
(b) Deferral. With the approval of the Committee,
payments in respect of Awards may be deferred, either in the form
of installments or a future lump sum payment. The Committee may
permit selected Participants to elect to defer payments of some or
all types of Awards in accordance with procedures established by
the Committee. Any deferred payment, whether elected by the
Participant or specified by the Award Agreement or by the
Committee, may be forfeited if and to the extent that the Award
Agreement so provides.
(c) Dividends and Interest. Dividends or dividend
equivalent rights may be extended to and made part of any Award
denominated in Common Stock or units of Common Stock, subject
to such terms, conditions and restrictions as the Committee may
establish. The Committee may also establish rules and procedures
for the crediting of interest on deferred cash payments and dividend
equivalents for deferred payments denominated in Common Stock
or units of Common Stock.
-6-
<PAGE>
(d) Substitution of Awards. At the discretion of the
Committee, a Participant may be offered an election to substitute
an Award for another Award or Awards of the same or different
type.
9. Stock Option Exercise. The price at which shares
of Common Stock may be purchased under an employee stock option or
a Director Stock Option shall be paid in full at the time of exercise in cash
or, if elected by the optionee, the optionee may purchase such shares by
means of tendering Common Stock or surrendering another Award,
including Restricted Stock, valued at Fair Market Value on the date of
exercise, or any combination thereof. The Committee shall determine
acceptable methods for tendering Common Stock or other Awards by an
employee to exercise a stock option as it deems appropriate. If permitted
by the Committee, payment may be made by successive exercises by the
Participant who is an employee. The Committee may provide for loans
from the Company to an employee to permit the exercise or purchase of
Awards and may provide for procedures to permit the exercise or purchase
of Awards by use of the proceeds to be received from the sale of Common
Stock issuable pursuant to an Award to an employee. Unless otherwise
provided in the applicable Award Agreement, in the event shares of
Restricted Stock are tendered as consideration for the exercise of a stock
option, a number of the shares issued upon the exercise of the stock
option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that
may be imposed by the Committee.
10. Tax Withholding. The Company shall have the right
to deduct applicable taxes from any Award payment and withhold, at the
time of delivery or vesting of cash or shares of Common Stock under this
Plan, an appropriate amount of cash or number of shares of Common
Stock or a combination thereof for payment of taxes required by law or to
take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for withholding of such taxes. The Committee
may also permit withholding to be satisfied by the transfer to the Company
of shares of Common Stock theretofore owned by the holder of the Award
with respect to which withholding is required. If shares of Common Stock
are used to satisfy tax withholding, such shares shall be valued based on
the Fair Market Value when the tax withholding is required to be made.
11. Amendment, Modification, Suspension or
Termination. The Board may amend, modify, suspend or terminate this
Plan for the purpose of meeting or addressing any changes in legal
requirements or for any other purpose permitted by law, except that (i) no
amendment or alteration that would impair the rights of any Participant
under any Award or Director Option previously granted to such Participant
shall be made without such Participant's consent, (ii) no amendment or
alteration shall be effective prior to approval by the Company's
shareholders to the extent such approval is then required pursuant to
Rule 16b-3 in order to preserve the applicability of any exemption provided
by such rule to any Award or Director Option then outstanding (unless the
holder of such Award or Director Option consents) or to the extent
shareholder approval is otherwise required by applicable legal
requirements and (iii) the Plan shall not be amended more than once every
six months to the extent such limitation is required by Rule 16b-3(c)(2)(ii)
(or any successor provision) under the Exhange Act as then in effect.
-7-
<PAGE>
12. Termination of Employment. Upon the termination
of employment by a Participant who is an employee, any unexercised,
deferred or unpaid Awards shall be treated as provided in the specific
Award Agreement evidencing the Award. In the event of such a
termination, the Committee may, in its discretion, provide for the extension
of the exercisability of an Award, accelerate the vesting or exercisability of
an Award, eliminate or make less restrictive any restrictions contained in
an Award, waive any restriction or other provision of this Plan or an
Award or otherwise amend or modify the Award in any manner that is
either (i) not adverse to such Participant or (ii) consented to by such
Participant.
13. Assignability. Unless otherwise determined by the
Committee and provided in the Award Agreement, no Award, no Director
Option, or any other benefit under this Plan constituting a derivative
security within the meaning of Rule 16a-1(c) under the Exchange Act shall
be assignable or otherwise transferable except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. The Committee may prescribe and
include in applicable Award Agreements other restrictions on transfer.
Any attempted assignment of an Award, Director Option or any other
benefit under this Plan in violation of this Paragraph 13 shall be null and
void.
14. Adjustments.
(a) The existence of outstanding Awards and/or
Director Options shall not affect in any manner the right or power
of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in
the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stock (whether or not such issue is
prior to, on a parity with or junior to the Common Stock) or
Common Stock or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding of any kind, whether or not
of a character similar to that of the acts or proceedings enumerated
above.
(b) In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend
payable in shares of Common Stock or capital reorganization or
reclassification or other transaction involving an increase or
reduction in the number of outstanding shares of Common Stock,
then (i) the number of shares of Common Stock reserved under this
Plan and covered by outstanding Awards and/or Director Options
denominated in Common Stock or units of Common Stock, (ii) the
exercise or other price in respect of such Awards and/or Director
Options, (iii) the appropriate Fair Market Value and other price
determinations for such Awards and/or Director Options, (iv) the
number of shares of Common Stock covered by Director Options
automatically granted under Paragraph 7(b) hereof and (v) the
Stock Option/SAR Limitation in Paragraph 7(a) hereof shall each
be proportionately adjusted by the Board to reflect such
transaction. In the event of any consolidation or merger of the
Company with another corporation or entity, or the adoption
-8-
<PAGE>
by the Company of a plan of exchange affecting the Common Stock
or any distribution to holders of Common Stock of securities or
property (other than normal cash dividends or dividends payable in
Common Stock), the Board shall make appropriate adjustments to
(i) the number of shares of Common Stock reserved under this Plan
and covered by outstanding Awards and/or Director Options
denominated in Common Stock or units of Common Stock, (ii) the
exercise or other price in respect of such Awards and/or Director
Options, (iii) the appropriate Fair Market Value and other price
determinations for such Awards and/or Director Options, (iv) the
number of shares of Common Stock covered by Director Options
automatically granted under Paragraph 7(b) hereof and (v) the
Stock Option Limitation in Paragraph 7(a) hereof to give effect to
such transaction; provided that such adjustments shall only be such
as necessary to maintain the proportionate interest of the holders
of the Awards and/or Director Options and preserve, without
exceeding, the value of such Awards and/or Director Options. In
the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the
Board shall be authorized to issue or assume Awards and/or
Director Options by means of substitution of new Awards or new
Director Options, as appropriate, for previously issued Awards
and/or Director Options or an assumption of previously issued
Awards and/or Director Options as part of such adjustment.
15. Restrictions. No Common Stock or other form of
payment shall be issued with respect to any Award or Director Option
unless the Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal and state
securities laws. It is the intent of the Company that this Plan comply with
Rule 16b-3 with respect to persons subject to Section 16 of the Exchange
Act unless otherwise provided herein or in an Award Agreement, that any
ambiguities or inconsistencies in the construction of this Plan be interpreted
to give effect to such intention, and that if any provision of this Plan is
found not to be in compliance with Rule 16b-3, such provision shall be null
and void to the extent required to permit this Plan to comply with
Rule 16b-3. Certificates evidencing shares of Common Stock delivered
under this Plan may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regula-
tions and other requirements of the Securities and Exchange Commission,
any securities exchange or transaction reporting system upon which the
Common Stock is then listed and any applicable federal and state securities
laws. The Committee may cause a legend or legends to be placed upon
any such certificates to make appropriate reference to such restrictions.
16. Unfunded Plan. Insofar as it provides for Director
Options or Awards of cash, Common Stock or rights thereto, this Plan
shall be unfunded. Although bookkeeping accounts may be established
with respect to Participants who are entitled to cash, Common Stock or
rights thereto under this Plan, any such accounts shall be used merely as a
bookkeeping convenience. The Company shall not be required to seg-
regate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall this Plan be construed as providing for
such segregation, nor shall the Company nor the Board nor the Committee
be deemed to be a trustee of any cash, Common Stock or rights thereto to
be granted under this Plan. Any liability or obligation of the Company to
any Participant with respect to a grant of cash, Common Stock or rights
thereto under this Plan shall
-9-
<PAGE>
be based solely upon any contractual
obligations that may be created by this Plan and any Award Agreement,
and no such liability or obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the
Company. Neither the Company nor the Board nor the Committee shall
be required to give any security or bond for the performance of any
obligation that may be created by this Plan.
17. Governing Law. This Plan and all determinations
made and actions taken pursuant hereto, to the extent not otherwise
governed by mandatory provisions of the Code or the securities laws of the
United States, shall be governed by and construed in accordance with the
laws of the State of Delaware.
18. Effective Date of Plan. This Plan shall be effective
as of the date (the "Effective Date") it is approved by the Board.
Notwithstanding the foregoing, this Plan is expressly conditioned upon the
approval by the holders of a majority of shares of Common Stock present,
or represented, and entitled to vote at a meeting of the Company's
shareholders held on or before July 1, 1996. If the shareholders of the
Company should fail so to approve this Plan prior to such date, this Plan
shall terminate and cease to be of any further force or effect and all grants
of Director Options and Awards hereunder shall be null and void.
-10-
<PAGE>
May 22, 1996
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
2,000,000 shares of the Company's Common Stock, par value $1
per share (the "Common Shares") which may be issued pursuant
to the 1995 Long-Term 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 By-laws,
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.
<PAGE>
Pogo Producing Company
Page Two
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
GAM/CM
<PAGE>
EXHIBIT 23-(a)
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 1, 1996 included in Pogo Producing
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
May 22, 1996
<PAGE>
EXHIBIT 23-(b)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference into this registration statment on Form S-8 our
report and estimates, as of January 1, 1996, of Pogo Producing Company's
reserves and 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, 1995.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
May 22, 1996
POWER OF ATTORNEY
I Tobin 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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ TOBIN ARMSTRONG
Tobin Armstrong
<PAGE>
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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ JACK S. BLANTON
Jack S. Blanton
<PAGE>
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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ W. M. BRUMLEY, JR.
W. M. Brumley, Jr.
<PAGE>
POWER OF ATTORNEY
I John B. Carter, 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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ JOHN B. CARTER, JR.
John B. Carter, Jr.
<PAGE>
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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ WILLIAM L. FISHER
William L. Fisher
<PAGE>
POWER OF ATTORNEY
I William E. Gipson, 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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ WILLIAM E. GIPSON
William E. Gipson
<PAGE>
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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ GERRIT W. GONG
Gerrit W. Gong
<PAGE>
POWER OF ATTORNEY
I J. Stuart Hunt, 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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ J. STUART HUNT
J. Stuart Hunt
<PAGE>
POWER OF ATTORNEY
I Frederick A. Klingenstein, 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 and filings as may be necessary or advisable
under the Securities Exchange Act of 1934, as amended (the
"Act"), the Securities Act of 1933, as amended (the "Securities
Act") or any other federal, state or local law regulating the
Company including, without limitation, the Company's Annual
Report of Form 10-K for the fiscal year ended December 31,
1995, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Act, and the rules and
regulations promulgated thereunder, with any and all exhibits and
other documents relating thereto, any and all amendments to said
Annual Report 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 23rd day of January, 1996.
/s/ FREDERICK A. KLINGENSTEIN
Frederick A. Klingenstein
<PAGE>
POWER OF ATTORNEY
I Nicholas R. Petry, 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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ NICHOLAS R. PETRY
Nicholas R. Petry
<PAGE>
POWER OF ATTORNEY
I Jack A. Vickers, 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 and
filings as may be necessary or advisable under the Securities
Exchange Act of 1934, as amended (the "Act"), the Securities Act
of 1933, as amended (the "Securities Act") or any other federal,
state or local law regulating the Company including, without
limitation, the Company's Annual Report of Form 10-K for the
fiscal year ended December 31, 1995, as prescribed by the
Securities and Exchange Commission (the "Commission")
pursuant to the Act, and the rules and regulations promulgated
thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said Annual Report 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 23rd day of January, 1996.
/s/ JACK A. VICKERS
Jack A. Vickers
