As filed with the Securities and Exchange Commission on September 2, 1999
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 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)
1998 LONG-TERM 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
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 200,000
share shares $20.90625 $4,181,250.00 $1,161.46
(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 1998 Long-Term Incentive Plan and (b) associated
rights to purchase preferred stock, which initially are attached to
and trade with shares of Common Stock being registered hereby or the
prior Registration Statement on Form S-8 (Registration No. 333-74861)
relating to the 1998 Long-Term Incentive Plan. The value attributable
to those associated rights, if any, is reflected in the market price of
the Common Stock.
(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 September 1, 1999.
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This Registration Statement is being filed pursuant to General
Instruction E of Form S-8 under the Securities Act of 1933, as amended. The
contents of the Registration Statement on Form S-8 (Registration No. 333-
74861) filed by Pogo Producing Company, a Delaware corporation, with the
Securities and Exchange Commission on March 23, 1999 are incorporated herein
by reference.
The following documents are filed as exhibits to this
Registration Statement:
Exhibit
No. Description
_______ ___________
4.5 --- 1998 Long-Term Incentive Plan of Pogo Producing Company.
5 --- Opinion of Gerald A. Morton, Vice President -- Law and
Corporate Secretary of the Registrant.
23.1 --- Consent of Arthur Andersen LLP.
23.3 --- Consent of Ryder Scott Company Petroleum Engineers.
23.3 --- Consent of Gerald A. Morton (included in Exhibit 5).
24 --- Powers of Attorney.
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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
2nd day of September 1999.
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 September 2, 1999.
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/ JAMES P. ULM II Vice President and Chief Financial
Officer
James P. Ulm II (Principal Financial Officer)
/s/ THOMAS E. HART Vice President and Chief Accounting
Officer
Thomas E. Hart (Principal Accounting Officer)
/s/ JERRY M. ARMSTRONG* Director
Jerry M. Armstrong
/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/ ROBERT H. CAMPBELL* Director
Robert H. Campbell
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/s/ WILLIAM L. FISHER* Director
William L. Fisher
/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/ JACK A. VICKERS* Director
Jack A. Vickers
*By /s/ THOMAS E. HART
(Thomas E. Hart, Attorney-in-Fact)
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
_______ ___________
4.5 --- 1998 Long-Term Incentive Plan of Pogo Producing Company.
5 --- Opinion of Gerald A. Morton, Vice President -- Law and
Corporate Secretary of the Registrant.
23.1 --- Consent of Arthur Andersen LLP.
23.3 --- Consent of Ryder Scott Company Petroleum Engineers.
23.3 --- Consent of Gerald A. Morton (included in Exhibit 5).
24 --- Powers of Attorney.
<PAGE>
Exhibit 4.5
1998 INCENTIVE PLAN
of
POGO PRODUCING COMPANY
1. Objectives. The Pogo Producing Company 1998 Incentive Plan
(the "Plan") is designed to retain key employees, to encourage the sense of
proprietorship of such employees 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 nonqualified stock option or
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 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.
"Common Stock" means the Common Stock, par value $1.00 per share, of
the Company.
"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
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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 to whom an Award has been made under this Plan.
"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. 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.
4. Common Stock Available for Awards. 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 700,000 shares of Common Stock. 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. Common Stock related to
Awards 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 are not issued to a Participant, or are exchanged for
Awards that do not involve Common Stock, shall immediately become available
for Awards 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.
5. Administration. This Plan 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. 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
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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.
7. Awards. The Committee shall determine the type or types of
Awards to be made to each Participant 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 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.
(a) 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.
(b) 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.
(c) 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
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. As
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used herein, "Restricted Stock" means Common Stock that is restricted or
subject to forfeiture provisions.
(d) 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 business objectives,
increases in specified indices, attaining specified growth rates and other
comparable measurements of performance.
8. Payment of Awards.
(a) General. Payment of Awards 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.
(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.
(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 a 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 to exercise a
stock option as it deems appropriate. If permitted by the Committee, payment
may be made by successive exercises by the Participant. 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
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Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Award. 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 no amendment or alteration that would
impair the rights of any Participant under any Award previously granted to
such Participant shall be made without such Participant's consent.
12. Termination of Employment. Upon the termination of
employment by a Participant, 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 or any other benefit under this
Plan 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 or any other benefit under this Plan in
violation of this Paragraph 13 shall be null and void.
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14. Adjustments.
(a) The existence of outstanding Awards 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 denominated in Common Stock
or units of Common Stock, (ii) the exercise or other price in respect of such
Awards and (iii) the appropriate Fair Market Value and other price
determinations for such Awards 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
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 denominated in
Common Stock or units of Common Stock, (ii) the exercise or other price in
respect of such Awards and (iii) the appropriate Fair Market Value and other
price determinations for such Awards 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 preserve, without
exceeding, the value of such Awards. 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 by means
of substitution of new Awards, as appropriate, for previously issued Awards or
an assumption of previously issued Awards as part of such adjustment.
15. Restrictions. No Common Stock or other form of payment
shall be issued with respect to any Award 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. 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, regulations 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
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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 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 segregate 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 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
October 27, 1998, the date (the "Effective Date") it was approved by the
Board.
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September 2, 1999
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
200,000 shares of the Company's Common Stock, par value $1
per share (the "Common Shares") which may be issued pursuant
to the 1998 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 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.
<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 23.1
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 19, 1999 included in Pogo Producing
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
September 2, 1999
<PAGE>
EXHIBIT 23.2
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, 1999, 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, 1998, as amended.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
September 2, 1999
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Jerry M. Armstrong, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 1st day of December, 1998.
/s/ JERRY M. ARMSTRONG
Jerry M. Armstrong
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Tobin Armstrong, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ TOBIN ARMSTRONG
Tobin Armstrong
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Jack S. Blanton, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 28th day of October, 1998.
/s/ JACK S. BLANTON
Jack S. Blanton
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I W. M. Brumley, Jr., in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ W. M. BRUMLEY JR.
W. M. Brumley, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Robert H. Campbell, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 1st day of September 1999.
/s/ ROBERT H. CAMPBELL
Robert H. Campbell
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I William L. Fisher, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ WILLIAM L. FISHER
William L. Fisher
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Gerrit W. Gong, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ GERRIT W. GONG
Gerrit W. Gong
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I J. Stuart Hunt, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ J. STUART HUNT
J. Stuart Hunt
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Frederick A. Klingenstein, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ FREDERICK A. KLINGENSTEIN
Frederick A. Klingenstein
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement") in order to register
certain securities pursuant to the Act as have been approved by
the Board of Directors pursuant to resolutions adopted thereby,
and also to file any and all exhibits and other documents
relating to said Registration Statement that are necessary or
advisable;
NOW, THEREFORE, I Jack A. Vickers, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS and THOMAS E. HART, and each of them severally,
my true and lawful attorney or attorneys with power to act with or
without the otherS, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and
all amendments to said Registration Statement 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 in my capacity as a director any act
whatsover that is 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 all of such
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument
on this 27th day of October, 1998.
/s/ JACK A. VICKERS
Jack A. Vickers
<PAGE>
