<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
I, JERRY M. ARMSTRONG, in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ Jerry M. Armstrong
-----------------------------------
Jerry M. Armstrong
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POWER OF ATTORNEY
I, JACK S. BLANTON, in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ Jack S. Blanton
-----------------------------------
Jack S. Blanton
<PAGE> 3
POWER OF ATTORNEY
I, W. M. BRUMLEY, JR., in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ W. M. Brumley, Jr.
-----------------------------------
W. M. Brumley, Jr.
<PAGE> 4
POWER OF ATTORNEY
I, ROBERT H. CAMPBELL, in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ Robert H. Campbell
-----------------------------------
Robert H. Campbell
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POWER OF ATTORNEY
I, WILLIAM L. FISHER, in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ William L. Fisher
-----------------------------------
William L. Fisher
<PAGE> 6
POWER OF ATTORNEY
I, GERRIT W. GONG, in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ Gerrit W. Gong
-----------------------------------
Gerrit W. Gong
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POWER OF ATTORNEY
I, FREDERICK A. KLINGENSTEIN individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ Frederick A. Klingenstein
-----------------------------------
Frederick A. Klingenstein
<PAGE> 8
POWER OF ATTORNEY
I, STEPHEN A. WELLS, in my individual capacity and as a director of Pogo
Producing Company (the "Company"), do hereby appoint PAUL G. VAN WAGENEN and
THOMAS E. HART, and each of them severally, my true and lawful attorney or
attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to prepare, execute and file, in my name, place
and stead in my individual capacity and as a director of the Company, such
documents, reports, registration statements and filings as may be necessary or
advisable under the Securities Act of 1933, as amended (the "Securities Act") or
any other federal, state or local law regulating the Company in connection with
the registration of securities related to the Company's 1998 Long-Term Incentive
Plan and its 2000 Incentive Plan including, without limitation, the registration
statements on Form S-8, as prescribed by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act, and the rules and regulations
promulgated thereunder, with any and all exhibits and other documents relating
thereto, any and all amendments to said registration statements and all
instruments as said attorneys or any of them shall deem necessary or incidental
in connection therewith and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and
perform in my name and on my behalf any act whatsoever to accomplish the purpose
and intent of the forgoing that said attorneys deem may be necessary or
desirable to be done in the premises as fully and to all intents and purposes as
I might or could do in person, and by my signature hereto, I hereby ratify and
approve any and all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument on this 18th day of
July, 2000.
/s/ Stephen A. Wells
-----------------------------------
Stephen A. Wells
