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                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.3

                             Pogo Producing Company

                          Registration Rights Agreement

     Registration Rights Agreement dated as of April 10, 2001, among Pogo
Producing Company, a Delaware corporation (the "Company"), Merrill Lynch & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the initial purchaser
(the "Initial Purchaser"), under the Purchase Agreement (as defined herein), of
the 8 1/4% Senior Subordinated Notes due 2011, of the Company.

     The Company proposes to issue and sell the Securities (as defined herein)
to the Initial Purchasers upon the terms set forth in the Purchase Agreement. As
an inducement to the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with the Initial Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

1.   Certain Definitions.

     For purposes of this Registration Rights Agreement, the following terms
shall have the following respective meanings:

          "Base Interest" means the interest that would otherwise accrue on the
     Securities under the terms thereof and the Indenture, without giving effect
     to the provisions of this Agreement.

          The term "broker-dealer" means any broker or dealer registered with
     the Commission under the Exchange Act.

          "Closing Time" means the date on which the Securities are initially
     issued.

          "Commission" means the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

          "Effective Time," in the case of (i) an Exchange Registration, means
     the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, means
     the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

          "Electing Holder" means any holder of Registrable Securities that has
     returned a completed and signed Notice and Questionnaire to the Company in
     accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

          "Exchange Act" means the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "Exchange Offer" has the meaning assigned thereto in Section 2(a)
     hereof.

          "Exchange Registration" has the meaning assigned thereto in Section
     3(c) hereof.

          "Exchange Registration Statement" has the meaning assigned thereto in
     Section 2(a) hereof.

          "Exchange Securities" has the meaning assigned thereto in Section 2(a)
     hereof.

          The term "holder" means each of the Initial Purchasers and other
     persons who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.
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          "Indenture" means the Indenture, dated as of April 10, 2001, among the
     Company and Wells Fargo Bank Minnesota, National Association, as Trustee,
     as the same shall be amended from time to time.

          "Purchase Agreement" means the Purchase Agreement, dated as of April
     4, 2001, between the Initial Purchasers and the Company relating to the
     Securities.

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

          The term "person" means a corporation, association, partnership,
     limited liability company, organization, business, individual, government
     or political subdivision thereof or governmental agency.

          "Registrable Securities" means the Securities; provided, however, that
     a Security ceases to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security received by a
     broker-dealer in an Exchange Offer in exchange for a Registrable Security
     that was not acquired by the broker-dealer directly from the Company will
     also be a Registrable Security through and including the earlier of the
     90th day after the Exchange Offer is completed or such time as such broker-
     dealer no longer owns such Security); (ii) in the circumstances
     contemplated by Section 2(b) hereof, a Shelf Registration Statement
     registering such Security under the Securities Act has been declared or
     becomes effective and such Security has been sold or otherwise transferred
     by the holder thereof pursuant to and in a manner contemplated by such
     effective Shelf Registration Statement; (iii) such Security is sold
     pursuant to Rule 144 (or any similar provisions then in force, but not Rule
     144A) under circumstances in which any legend borne by such Security
     relating to restrictions on transferability thereof, under the Securities
     Act or otherwise, is removed by the Company or pursuant to the Indenture;
     (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule
     144; or (v) such Security shall cease to be outstanding.

          "Registration Default" has the meaning assigned thereto in Section
     2(d) hereof.

          "Registration Expenses" has the meaning assigned thereto in Section 4
     hereof.

          "Resale Period" has the meaning assigned thereto in Section 2(a)
     hereof.

          "Restricted Holder" means (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

          "Rule 144," "Rule 144A," "Rule 405" and "Rule 415" mean, in each case,
     such rule promulgated under the Securities Act (or any successor
     provision), as the same shall be amended from time to time.

          "Securities" means, collectively, the 8 1/4% Senior Subordinated Notes
     due 2011 of the Company to be issued and sold to the Initial Purchasers,
     and securities issued in exchange therefor or in lieu thereof pursuant to
     the Indenture. Under certain circumstances specified in the Indenture, each
     Security is entitled to the benefit of certain guarantees by one or more
     subsidiaries of the Company (the "Guarantees") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to any such
     related Guarantees.

          "Securities Act" means the Securities Act of 1933, or any successor
     thereto, as amended from time to time.

          "Shelf Registration" has the meaning assigned thereto in Section 2(b)
     hereof.

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          "Shelf Registration Statement" has the meaning assigned thereto in
     Section 2(b) hereof.

          "Shelf Registration Suspension" has the meaning assigned thereto in
     Section 2(c) hereof.

          "Special Interest" has the meaning assigned thereto in Section 2(d)
     hereof.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, or any
     successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as amended from time to time.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this
Registration Rights Agreement, and the words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Registration Rights Agreement as
a whole and not to any particular Section or other subdivision.

2.   Registration Under the Securities Act.

     (a)  Except as set forth in Section 2(b) below, the Company agrees to use
its reasonable best efforts to file under the Securities Act, no later than 60
days after the Closing Time, a registration statement relating to an offer to
exchange (such registration statement, the "Exchange Registration Statement",
and such offer, the "Exchange Offer") any and all of the then outstanding
Registrable Securities (except Registrable Securities held by an Initial
Purchaser and acquired directly from the Company if such Initial Purchaser is
not permitted, in the reasonable opinion of counsel to the Initial Purchasers,
pursuant to applicable law or Commission interpretation, to participate in the
Exchange Offer) for a like aggregate principal amount of debt securities issued
by the Company (and, if applicable, guarantees issued by subsidiaries of the
Company as may be required pursuant to the Indenture), which are substantially
identical to the Securities (and are entitled to the benefits of a trust
indenture which is substantially identical to the Indenture or is the Indenture
and which has been qualified under the Trust Indenture Act), except that (i)
they have been registered pursuant to an effective registration statement under
the Securities Act, (ii) interest thereon shall accrue from the last date on
which interest was paid or duly provided for on the Securities in exchange for
which such new debt securities are issued in the Exchange Offer, or, if no
interest has been paid, from April 10, 2001, and (iii) they do not contain
provisions for the additional interest contemplated in Section 2(d) below (such
new debt securities, together with any guarantees thereof, as applicable, are
hereinafter called "Exchange Securities"). The Company agrees to use its
reasonable best efforts to cause the Exchange Registration Statement to become
effective under the Securities Act no later than 135 days after the Closing
Time. The Exchange Offer will be registered under the Securities Act on an
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company further agrees to use its
reasonable best efforts to commence and complete the Exchange Offer no later
than 180 days after the Closing Time, hold the Exchange Offer open for at least
30 days (or longer if required by law) after notice of the Exchange Offer is
sent to holders of Registrable Securities, and issue Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed
to have been "completed" only if the debt securities and related guarantees
received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are, upon receipt, transferable by each such holder
without need for further compliance with Section 5 of the Securities Act and the
Exchange Act (except for the requirement to deliver a prospectus included in the
Exchange Registration Statement applicable to resales by broker-dealers of
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities other than those acquired by the broker-
dealer directly from the Company), and without material restrictions under the
blue sky or securities laws of a substantial majority of the States of the
United States of America. The Exchange Offer shall be deemed to have been
completed upon the Company having exchanged, pursuant to the Exchange Offer,
Exchange Securities for all Registrable Securities that may legally be exchanged
in the Exchange Offer and that have been properly tendered and not withdrawn
before the expiration of the Exchange Offer, which shall be on a date that is at
least 30 days following the commencement of the Exchange Offer. The Company
agrees (x) to include in the Exchange Registration Statement a prospectus for
use in connection with any resales of Exchange Securities by a broker-dealer,
other than resales of Exchange Securities received by a broker-dealer pursuant
to an Exchange Offer in exchange for Registrable Securities acquired by the
broker-dealer directly from the Company, and (y) to keep such Exchange
Registration Statement effective for a period (the "Resale Period") beginning
when Exchange Securities are first issued in the Exchange Offer and ending upon
the earlier of the expiration of the 90th day after the Exchange Offer has been
completed or such time as such broker-dealers no

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longer own any Registrable Securities. With respect to such Exchange
Registration Statement, each broker-dealer that holds Exchange Securities
received in an Exchange Offer in exchange for Registrable Securities not
acquired by it directly from the Company shall have the benefit of the rights of
indemnification and contribution set forth in Section 6 hereof.

     (b)  Subject to Section 2(c), (i) if, prior to the time the Exchange Offer
is completed, existing Commission interpretations are changed such that the
Exchange Offer cannot be completed as contemplated by Section 2(a), (ii) if the
Exchange Registration Statement is not declared effective under the Securities
Act within 135 days after the Closing Time, or (iii) if, for any other reason
the Exchange Offer is not consummated within 180 days of the Closing Time, then
in lieu of conducting the Exchange Offer contemplated by Section 2(a) the
Company shall use its reasonable best efforts to file under the Securities Act
as soon as practicable, but no later than 30 days after the time such obligation
to file arises, a registration statement providing for the registration of, and
the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the "Shelf Registration" and such
registration statement, the "Shelf Registration Statement"). In addition, in the
event that the Initial Purchasers shall not have resold all of the Registrable
Securities initially purchased by them from the Company pursuant to the Purchase
Agreement prior to the consummation of the Exchange Offer, the Company shall use
its reasonable best efforts to file under the Securities Act as soon as
practicable after a request therefor a Shelf Registration Statement. The Company
agrees to use its reasonable best efforts (i) to cause the Shelf Registration
Statement to become or be declared effective no later than 180 days after the
Closing Time (or promptly in the event of a Shelf Registration effected at the
request of the Initial Purchasers pursuant to the preceding sentence) and,
subject to Section 2(c), to keep such Shelf Registration Statement continuously
effective in order to permit the prospectus forming a part thereof to be usable
by holders for resales of Registrable Securities for a period (the "Effective
Period") ending on the earlier of the second anniversary of the Effective Time
(or one year in the case of a Shelf Registration Statement filed at the request
of an Initial Purchaser) or such time as there are no longer any Registrable
Securities outstanding; provided, however, that no holder shall be entitled to
be named as a selling securityholder in the Shelf Registration Statement or to
use the prospectus forming a part thereof for resales of Registrable Securities
unless such holder is an Electing Holder, and (ii) after the Effective Time of
the Shelf Registration Statement, promptly upon the request of any holder of
Registrable Securities that is not then an Electing Holder, to take any action
reasonably necessary to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement, provided, however, that nothing in this clause
(ii) shall relieve any such holder of the obligation to return a completed and
signed Notice and Questionnaire to the Company in accordance with Section
3(d)(iii) hereof. The Company further agrees to supplement or make amendments to
the Shelf Registration Statement, as and when required by the rules, regulations
or instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

     (c)  Notwithstanding anything in Section 2(b) or 3(d) to the contrary, if
the Company determines in its good faith judgment that the filing of any
supplement or amendment to the Shelf Registration Statement to keep such Shelf
Registration Statement continuously effective under the Securities Act and
usable by Electing Holders for resales of Registrable Securities on a particular
date would require the disclosure of material information that the Company has a
bona fide business purpose for preserving as confidential, or the disclosure of
which would materially adversely affect the Company's ability to consummate a
significant transaction, then upon written notice of such determination by the
Company to the Electing Holders, the obligation of the Company to supplement or
amend the Shelf Registration Statement (including any action with respect
thereto contemplated by Section 3(d) hereof) will be suspended until the Company
notifies the Electing Holders in writing that the reasons for suspension of such
obligations on the part of the Company as set forth in Section 2(b) no longer
exist and the Company amends or supplements the Shelf Registration Statement as
may be required (such suspension, a "Shelf Registration Suspension"); provided
that the aggregate number of days (whether or not consecutive) during which the
Company may delay the filing of any such supplement or amendment shall in no
event exceed 60 days during any period of 12 consecutive months and the right of
the Company to suspend its obligation to supplement or amend the Shelf
Registration Statement under the preceding sentence shall not limit any
obligation of the Company to pay Special Interest pursuant to Section 2(d).

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     (d)  In the event that (i) the Exchange Registration Statement is not filed
with the Commission on or prior to the 60th day following the Closing Time, (ii)
the Exchange Registration Statement is not declared effective on or prior to the
135th day following the Closing Time or (iii) the Exchange Offer (if then
required to be made) is not consummated or a Shelf Registration Statement (if
required pursuant to Section 2(b)) with respect to the Notes is not declared
effective on or prior to the 180th day following the Closing Time, (iv) any
Exchange Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter
either be withdrawn by the Company or shall become subject to an effective stop
order issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective, or (v) the Company effects a Shelf
Registration Suspension for more than 60 days, whether or not consecutive,
within any period of 12 consecutive months (each such event referred to in
clauses (i) through (v), a "Registration Default") then, as liquidated damages
for such Registration Default, subject to the provisions of Section 9(b),
special interest ("Special Interest"), in addition to the Base Interest, shall
accrue on the Securities at a per annum rate of 0.50% from and including the day
following such Registration Default to but excluding the date on which the
Registration default is cured or ceases as described below (such period being
the "Registration Default Period"); provided that if the Exchange Registration
Statement is not declared effective on or prior to the 135th day after the
Closing Time and the Company sends the Notice and Questionnaire to holders of
Registrable Securities in accordance with Section 3(d)(ii), then no holder who
is not an Electing Holder shall be entitled to Special Interest after the 180th
day after the Closing Time. Special Interest shall be paid in the same manner as
interest is paid on the Securities pursuant to the Indenture. Upon (A) the
filing of the Exchange Registration Statement after the 60th day described in
clause (i) above, (B) the effectiveness of the Exchange Registration Statement
after the 135th day described in clause (ii) above, (C) the consummation of the
Exchange Offer or the effectiveness of the Shelf Registration Statement, as the
case may be, after the 180th day described in clause (iii) above, (D) removal of
the suspension or stop order referred to in clause (iv) above or the filing and
effectiveness of a new registration statement in respect thereof, (E) cessation
of the Shelf Registration Suspension referred to in clause (v) above or (F)
expiration of the Effective Period, Special Interest shall cease to accrue
unless a new Registration Default shall occur.

     (e)  The Company shall take all reasonable actions necessary or advisable
to be taken by it to ensure that the transactions contemplated herein are
effected as so contemplated.

     (f)  Any reference herein to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time and any reference herein to any post-
effective amendment to a registration statement as of any time shall be deemed
to include any document incorporated, or deemed to be incorporated, therein by
reference as of such time.

3.   Registration Procedures.

     If the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

     (a)  At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Company shall qualify the Indenture under
the Trust Indenture Act of 1939.

     (b)  In the event that such qualification would require the appointment of
a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.

     (c)  In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

          (i)  use its reasonable best efforts to prepare and file with the
     Commission, no later than 60 days after the Closing Time, an Exchange
     Registration Statement on any form which may be utilized by the Company and
     which shall permit the Exchange Offer and resales of Exchange Securities by
     broker-dealers during the Resale Period to be effected as contemplated by
     Section 2(a), and use its reasonable best

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     efforts to cause such Exchange Registration Statement to become effective
     as soon as practicable thereafter, but no later than 135 days after the
     Closing Time;

          (ii)  as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Exchange Registration Statement and the
     prospectus included therein as may be necessary to effect and maintain the
     effectiveness of such Exchange Registration Statement for the periods and
     purposes contemplated in Section 2(a) hereof and as may be required by the
     applicable rules and regulations of the Commission and the instructions
     applicable to the form of such Exchange Registration Statement, and
     promptly provide each broker-dealer holding Exchange Securities with such
     number of copies of the prospectus included therein (as then amended or
     supplemented), in conformity in all material respects with the requirements
     of the Securities Act and the Trust Indenture Act and the rules and
     regulations of the Commission thereunder, as such broker-dealer reasonably
     may request prior to the expiration of the Resale Period, for use in
     connection with resales of Exchange Securities;

          (iii) promptly notify each broker-dealer that has requested or
     received copies of the prospectus included in such registration statement,
     and confirm such advice in writing, (A) when such Exchange Registration
     Statement or the prospectus included therein or any prospectus amendment or
     supplement or post-effective amendment has been filed, and, with respect to
     such Exchange Registration Statement or any post-effective amendment, when
     the same has become effective, (B) of any comments made to the Company or
     its counsel by the Commission or by the blue sky or securities commissioner
     or regulator of any state with respect thereto or any request made to the
     Company or its counsel by the Commission for amendments or supplements to
     such Exchange Registration Statement or prospectus or for additional
     information, (C) of the issuance by the Commission of any stop order
     suspending the effectiveness of such Exchange Registration Statement or the
     initiation or threatening of any proceedings for that purpose, (D) if at
     any time the Company becomes aware that the representations and warranties
     of the Company contemplated by Section 5 cease to be true and correct in
     all material respects, (E) of the receipt by the Company of any
     notification with respect to the suspension of the qualification of the
     Exchange Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose, or (F) at any time during
     the Resale Period when a prospectus is required to be delivered under the
     Securities Act, that such Exchange Registration Statement, prospectus,
     prospectus amendment or supplement or post-effective amendment does not
     conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations of
     the Commission thereunder or contains an untrue statement of a material
     fact or omits to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in light of the
     circumstances in which they were made;

          (iv)  in the event that the Company would be required, pursuant to
     Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange
     Securities, without unreasonable delay prepare and furnish to each such
     holder a reasonable number of copies of a prospectus supplemented or
     amended so that, as thereafter delivered to purchasers of such Exchange
     Securities during the Resale Period, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing;

          (v)   use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of such Exchange Registration Statement
     or any post-effective amendment thereto at the earliest practicable date;

          (vi)  use its reasonable best efforts to (A) register or qualify the
     Exchange Securities under the securities laws or blue sky laws of such
     jurisdictions as are contemplated by Section 2(a) no later than the
     commencement of the Exchange Offer, (B) keep such registrations or
     qualifications in effect and comply with such laws so as to permit the
     continuance of offers, sales and dealings therein in such jurisdictions
     until the expiration of the Resale Period and (C) take any and all other
     actions as may be reasonably necessary or advisable to enable each broker-
     dealer holding Exchange Securities to consummate the disposition thereof in
     such jurisdictions; provided, however, that the Company shall not be
     required for any

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     such purpose to (1) qualify as a foreign corporation or as a dealer in
     securities in any jurisdiction wherein it would not otherwise be required
     to qualify but for the requirements of this Section 3(c)(vi), (2) consent
     to general service of process, or take any action that would subject it to
     general service of process or taxation, in any such jurisdiction if it is
     not then so subject or (3) make any changes to its certificate of
     incorporation or by-laws or any agreement between it and its stockholders;

          (vii)  use its reasonable best efforts to obtain the consent or
     approval of each governmental agency or authority, whether federal, state
     or local, which may be required to effect the Exchange Registration, the
     Exchange Offer and the offering and sale of Exchange Securities by broker-
     dealers during the Resale Period;

          (viii) provide a CUSIP number for all Exchange Securities, not later
     than the applicable Effective Time;

          (ix)   comply with all applicable rules and regulations of the
     Commission, and make generally available to its securityholders as soon as
     practicable but no later than eighteen months after the effective date of
     such Exchange Registration Statement, an earning statement complying with
     Section 11(a) of the Securities Act (including, at the option of the
     Company, Rule 158 thereunder).

     (d)  In connection with the Company's obligations with respect to the Shelf
Registration, if applicable, the Company shall, subject to Section 2(c), as soon
as practicable (or as otherwise specified):

          (i)    use its reasonable best efforts to prepare and file with the
     Commission, as soon as practicable but in any case within the time periods
     specified in Section 2(b), a Shelf Registration Statement on any form which
     may be utilized by the Company and which shall register all of the
     Registrable Securities for resale by the holders thereof in accordance with
     such method or methods of disposition as may be specified by such of the
     holders as, from time to time, may be Electing Holders and use its
     reasonable best efforts to cause such Shelf Registration Statement to
     become effective as soon as practicable but in any case within the time
     periods specified in Section 2(b);

          (ii)   not less than 30 calendar days prior to the Effective Time of
     the Shelf Registration Statement, mail the Notice and Questionnaire to the
     holders of Registrable Securities; no holder shall be entitled to be named
     as a selling securityholder in the Shelf Registration Statement as of the
     Effective Time, and no holder shall be entitled to use the prospectus
     forming a part thereof for resales of Registrable Securities at any time,
     unless such holder has returned a completed and signed Notice and
     Questionnaire to the Company by the deadline for response set forth
     therein; provided, however, holders of Registrable Securities shall have at
     least 28 calendar days from the date on which the Notice and Questionnaire
     is first mailed to such holders to return a completed and signed Notice and
     Questionnaire to the Company;

          (iii)  after the Effective Time of the Shelf Registration Statement,
     upon the request of any holder of Registrable Securities that is not then
     an Electing Holder, promptly send a Notice and Questionnaire to such
     holder; provided that the Company shall not be required to take any action
     to name such holder as a selling securityholder in the Shelf Registration
     Statement or to enable such holder to use the prospectus forming a part
     thereof for resales of Registrable Securities until such holder has
     returned a completed and signed Notice and Questionnaire to the Company;

          (iv)   as soon as practicable prepare and file with the Commission
     such amendments and supplements to such Shelf Registration Statement and
     the prospectus included therein as may be necessary to effect and maintain
     the effectiveness of such Shelf Registration Statement for the period
     specified in Section 2(b) hereof and as may be required by the applicable
     rules and regulations of the Commission and the instructions applicable to
     the form of such Shelf Registration Statement, and furnish to the Electing
     Holders copies of any such supplement or amendment simultaneously with or
     prior to its being used or filed with the Commission;

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          (v)    comply with the provisions of the Securities Act with respect
     to the disposition of all of the Registrable Securities covered by such
     Shelf Registration Statement in accordance with the intended methods of
     disposition by the Electing Holders provided for in such Shelf Registration
     Statement;

          (vi)   provide (A) the Electing Holders, (B) the underwriters (which
     term, for purposes of this Registration Rights Agreement, shall include a
     person deemed to be an underwriter within the meaning of Section 2(11) of
     the Securities Act), if any, thereof, (C) any sales or placement agent
     therefor, (D) not more than one counsel for all such underwriters and
     agents and (E) not more than one counsel for all the Electing Holders the
     opportunity to participate in the preparation of such Shelf Registration
     Statement, each prospectus included therein or filed with the Commission
     and each amendment or supplement thereto;

          (vii)  for a reasonable period prior to the filing of such Shelf
     Registration Statement, and throughout the period specified in Section
     2(b), make available (solely for the purpose of verifying the accuracy of
     information contained in the Shelf Registration Statement) at reasonable
     times at the Company's principal place of business or such other reasonable
     place as the Company shall determine for inspection by the persons referred
     to in Section 3(d)(vi) who shall certify to the Company that they have a
     current intention to sell the Registrable Securities pursuant to the Shelf
     Registration such relevant financial and other information and books and
     records of the Company, and cause the officers, employees, counsel and
     independent certified public accountants of the Company to respond to such
     inquiries, as shall be reasonably necessary, in the judgment of the
     respective counsel referred to in such Section, to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that each such party shall be required to maintain in
     confidence and not to disclose to any other person any information or
     records reasonably designated by the Company as being confidential, until
     such time as (A) such information becomes a matter of public record
     (whether by virtue of its inclusion in such registration statement or
     otherwise), or (B) such person shall be required so to disclose such
     information pursuant to a subpoena or order of any court or other
     governmental agency or body having jurisdiction over the matter (subject to
     the requirements of such order, and only after such person shall have given
     the Company prompt prior written notice of such requirement);

          (viii) promptly notify each of the Electing Holders, any sales or
     placement agent therefor and any underwriter thereof (which notification
     may be made through any managing underwriter that is a representative of
     such underwriter for such purpose) and confirm such advice in writing, (A)
     when such Shelf Registration Statement or the prospectus included therein
     or any prospectus amendment or supplement or post-effective amendment has
     been filed, and, with respect to such Shelf Registration Statement or any
     post-effective amendment, when the same has become effective, (B) of any
     comments made to the Company or its counsel by the Commission and by the
     blue sky or securities commissioner or regulator of any state with respect
     thereto or any request made to the Company or its counsel by the Commission
     for amendments or supplements to such Shelf Registration Statement or
     prospectus or for additional information, (C) of the issuance by the
     Commission of any stop order suspending the effectiveness of such Shelf
     Registration Statement or the initiation or threatening of any proceedings
     for that purpose, (D) if at any time the Company becomes aware that
     representations and warranties of the Company contemplated by Section
     3(d)(xvii) or Section 5 cease to be true and correct in all material
     respects, (E) of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Registrable
     Securities for sale in any jurisdiction or the initiation or threatening of
     any proceeding for such purpose, or (F) if at any time when a prospectus is
     required to be delivered under the Securities Act, such Shelf Registration
     Statement, prospectus, prospectus amendment or supplement or post-effective
     amendment does not conform in all material respects to the applicable
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder or contains an untrue
     statement of a material fact or omits to state any material fact required
     to be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing;

          (ix)   use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of such registration statement or any
     post-effective amendment thereto at the earliest practicable date;

                                      -8-
<PAGE>

          (x)    if requested by any managing underwriter or underwriters, any
     placement or sales agent or any Electing Holder, promptly incorporate in a
     prospectus supplement or post-effective amendment such information as is
     required by the applicable rules and regulations of the Commission and as
     such managing underwriter or underwriters, such agent or such Electing
     Holder specifies should be included therein relating to the terms of the
     sale of such Registrable Securities, including information with respect to
     the principal amount of Registrable Securities being sold by such Electing
     Holder or agent or to any underwriters, the name and description of such
     Electing Holder, agent or underwriter, the offering price of such
     Registrable Securities and any discount, commission or other compensation
     payable in respect thereof, the purchase price being paid therefor by such
     underwriters and with respect to any other terms of the offering of the
     Registrable Securities to be sold by such Electing Holder or agent or to
     such underwriters; and make all required filings of such prospectus
     supplement or post-effective amendment promptly after notification of the
     matters to be incorporated in such prospectus supplement or post-effective
     amendment;

          (xi)   furnish to each Electing Holder, each placement or sales agent,
     if any, therefor, each underwriter, if any, thereof and the respective
     counsel referred to in Section 3(d)(vi) a copy of such Shelf Registration
     Statement, each such amendment and supplement thereto (in each case
     including all exhibits thereto (in the case of an Electing Holder of
     Registrable Securities, upon request) and documents incorporated by
     reference therein) and such number of copies of such Shelf Registration
     Statement (excluding exhibits thereto and documents incorporated by
     reference therein unless specifically so requested by such Electing Holder,
     agent or underwriter, as the case may be) and of the prospectus included in
     such Shelf Registration Statement (including each preliminary prospectus
     and any summary prospectus), in conformity in all material respects with
     the applicable requirements of the Securities Act and the Trust Indenture
     Act and the rules and regulations of the Commission thereunder, and such
     other documents, as such Electing Holder, agent, if any, and underwriter,
     if any, may reasonably request in order to facilitate the offering and
     disposition of the Registrable Securities owned by such Electing Holder,
     offered or sold by such agent or underwritten by such underwriter and to
     permit such Electing Holder, agent and underwriter to satisfy the
     prospectus delivery requirements of the Securities Act; and the Company
     hereby consents to the use of such prospectus (including such preliminary
     and summary prospectus) and any amendment or supplement thereto by each
     such Electing Holder and by any such agent and underwriter, in each case in
     the form most recently provided to such person by the Company, in
     connection with the offering and sale of the Registrable Securities covered
     by the prospectus (including such preliminary and summary prospectus) or
     any supplement or amendment thereto;

          (xii)  use its reasonable best efforts to (A) register or qualify the
     Registrable Securities to be included in such Shelf Registration Statement
     under such securities laws or blue sky laws of such jurisdictions as any
     Electing Holder and each placement or sales agent, if any, therefor and
     underwriter, if any, thereof shall reasonably request, (B) keep such
     registrations or qualifications in effect and comply with such laws so as
     to permit the continuance of offers, sales and dealings therein in such
     jurisdictions during the period the Shelf Registration is required to
     remain effective under Section 2(b) above and for so long as may be
     necessary to enable any such Electing Holder, agent or underwriter to
     complete its distribution of Securities pursuant to such Shelf Registration
     Statement and (C) take any and all other actions as may be reasonably
     necessary or advisable to enable each such Electing Holder, agent, if any,
     and underwriter, if any, to consummate the disposition in such
     jurisdictions of such Registrable Securities; provided, however, that the
     Company shall not be required for any such purpose to (1) qualify as a
     foreign corporation or as a dealer in securities in any jurisdiction
     wherein it would not otherwise be required to qualify but for the
     requirements of this Section 3(d)(xii), (2) consent to general service of
     process or take any action that would subject it to general service of
     process or taxation, in any such jurisdiction if it is not then so subject
     or (3) make any changes to its certificate of incorporation or by-laws or
     any agreement between it and its stockholders;

          (xiii) use its reasonable best efforts to obtain the consent or
     approval of each governmental agency or authority, whether federal, state
     or local, which may be required to effect the Shelf Registration or the
     offering or sale in connection therewith or to enable the selling holder or
     holders to offer, or to consummate the disposition of, their Registrable
     Securities;

                                      -9-
<PAGE>

          (xiv)  cooperate with the Electing Holders and the managing
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be sold, which
     certificates shall be printed, lithographed or engraved, or produced by any
     combination of such methods, and which shall not bear any restrictive
     legends; and, in the case of an underwritten offering, enable such
     Registrable Securities to be in such denominations and registered in such
     names as the managing underwriters may request at least two business days
     prior to any sale of the Registrable Securities;

          (xv)   provide a CUSIP number for all Registrable Securities, not
     later than the applicable Effective Time;

          (xvi)  enter into one or more underwriting agreements, engagement
     letters, agency agreements, "best efforts" underwriting agreements or
     similar agreements, as appropriate, in each case, that are satisfactory to
     the Company, including customary provisions relating to indemnification and
     contribution, and take such other actions in connection therewith as any
     Electing Holders shall reasonably request and as are customarily taken in
     order to expedite or facilitate the disposition of such Registrable
     Securities;

          (xvii) whether or not an agreement of the type referred to in Section
     3(d)(xvi) hereof is entered into and whether or not any portion of the
     offering contemplated by the Shelf Registration is an underwritten offering
     or is made through a placement or sales agent or any other entity, (A) make
     such representations and warranties to the Electing Holders and the
     placement or sales agent, if any, therefor and the underwriters, if any,
     thereof in form, substance and scope as are customarily made in connection
     with a similar offering of debt securities pursuant to any appropriate
     agreement or to a registration statement filed on the form applicable to
     the Shelf Registration; (B) obtain an opinion of counsel to the Company in
     customary form and covering such matters, of the type customarily covered
     by such an opinion, as the managing underwriters, if any, or as any
     Electing Holders may reasonably request, addressed to such Electing Holder
     or Electing Holders and the placement or sales agent, if any, therefor and
     the underwriters, if any, thereof, dated the effective date of such Shelf
     Registration Statement (and if such Shelf Registration Statement
     contemplates an underwritten offering of a part or all of the Registrable
     Securities, dated the date of the closing under the underwriting agreement
     relating thereto) (it being agreed that the matters to be covered by such
     opinion shall include the due incorporation and good standing of the
     Company and its significant subsidiaries; the qualification of the Company
     and its significant subsidiaries to transact business as foreign
     corporations; the due authorization, execution and delivery of the relevant
     agreement of the type referred to in Section 3(d)(xvi) hereof; the due
     authorization, execution, authentication and issuance, and the validity and
     enforceability, of the Securities; the absence of material legal or
     governmental proceedings involving the Company; the absence of governmental
     approvals required to be obtained in connection with the Shelf
     Registration, the offering and sale of the Registrable Securities, this
     Registration Rights Agreement or any agreement of the type referred to in
     Section 3(d)(xvi) hereof, except such approvals as may be required under
     state securities or blue sky laws; the material compliance as to form of
     such Shelf Registration Statement and any documents incorporated by
     reference therein and of the Indenture with the requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations of
     the Commission thereunder, respectively; and, as of the date of the opinion
     and of the Shelf Registration Statement or most recent post-effective
     amendment thereto, as the case may be, the absence from such Shelf
     Registration Statement and the prospectus included therein, as then amended
     or supplemented, and from the documents incorporated by reference therein
     (in each case other than the financial statements and other financial
     information contained therein) of an untrue statement of a material fact or
     the omission to state therein a material fact necessary to make the
     statements therein not misleading (in the case of such documents, in the
     light of the circumstances existing at the time that such documents were
     filed with the Commission under the Exchange Act)); (C) obtain a "cold
     comfort" letter or letters from the independent certified public
     accountants of the Company addressed to the placement or sales agent, if
     any, or the underwriters, if any, and use its reasonable best efforts to
     have such letter also addressed to the selling Electing Holders (provided,
     however, that such letter need not be addressed to any person to whom, in
     the reasonable opinion of the Company's public accountants, addressing such
     letter is not permissible under applicable accounting standards) dated (i)
     the effective date of such Shelf Registration Statement and (ii) the
     effective date of any prospectus supplement to the prospectus included in
     such Shelf Registration Statement or post-effective amendment to such Shelf
     Registration Statement which includes unaudited or audited financial
     statements as of a date or for a period subsequent to that of

                                      -10-
<PAGE>

     the latest such statements included in such prospectus (and, if such Shelf
     Registration Statement contemplates an underwritten offering pursuant to
     any prospectus supplement to the prospectus included in such Shelf
     Registration Statement or post-effective amendment to such Shelf
     Registration Statement which includes unaudited or audited financial
     statements as of a date or for a period subsequent to that of the latest
     such statements included in such prospectus, dated the date of the closing
     under the underwriting agreement relating thereto), such letter or letters
     to be in customary form and covering such matters of the type customarily
     covered by letters of such type; (D) deliver such documents and
     certificates, including officers' certificates, as may be reasonably
     requested by any Electing Holders or the placement or sales agent, if any,
     therefor and the managing underwriters, if any, thereof to evidence the
     accuracy of the representations and warranties made pursuant to clause (A)
     above or those contained in Section 5(a) hereof and the compliance with or
     satisfaction of any agreements or conditions contained in the underwriting
     agreement or other agreement entered into by the Company; and (E) undertake
     such obligations relating to expense reimbursement, indemnification and
     contribution as are provided in Section 6 hereof;

          (xviii) notify in writing each holder of Registrable Securities of any
     proposal by the Company to amend or waive any provision of this
     Registration Rights Agreement pursuant to Section 9(h) hereof and of any
     amendment or waiver effected pursuant thereto, each of which notices shall
     contain the text of the amendment or waiver proposed or effected, as the
     case may be;

          (xix)   in the event that any broker-dealer registered under the
     Exchange Act shall underwrite any Registrable Securities or participate as
     a member of an underwriting syndicate or selling group or "assist in the
     distribution" (within the meaning of the Rules of Fair Practice and the By-
     Laws of the National Association of Securities Dealers, Inc. ("NASD") or
     any successor thereto, as amended from time to time) thereof, whether as a
     holder of such Registrable Securities or as an underwriter, a placement or
     sales agent or a broker or dealer in respect thereof, or otherwise, assist
     such broker-dealer in complying with the requirements of such Rules and By-
     Laws, including by (A) if such Rules or By-Laws shall so require, engaging
     a "qualified independent underwriter" (as defined in such Schedule (or any
     successor thereto)) to participate in the preparation of the Shelf
     Registration Statement relating to such Registrable Securities, to exercise
     usual standards of due diligence in respect thereto and, if any portion of
     the offering contemplated by such Shelf Registration Statement is an
     underwritten offering or is made through a placement or sales agent, to
     recommend the yield of such Registrable Securities, (B) indemnifying any
     such qualified independent underwriter to the extent of the indemnification
     of underwriters provided in Section 6 hereof, and (C) providing such
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the Rules of Fair Practice
     of the NASD; and

          (xx)    comply with all applicable rules and regulations of the
     Commission, and make generally available to its securityholders as soon as
     practicable but in any event not later than eighteen months after the
     effective date of such Shelf Registration Statement, an earning statement
     complying with Section 11(a) of the Securities Act (including, at the
     option of the Company, Rule 158 thereunder).

     (e)  In the event that the Company would be required, pursuant to Section
3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
agent, if any, therefor and the managing underwriters, if any, thereof, the
Company shall without delay prepare and furnish to each of the Electing Holders,
to each placement or sales agent, if any, and to each such underwriter, if any,
a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing. Each Electing Holder agrees that upon receipt of any notice from the
Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall
forthwith discontinue the disposition of Registrable Securities pursuant to the
Shelf Registration Statement applicable to such Registrable Securities until
such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Electing Holder's possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.

                                      -11-
<PAGE>

     (f)  In the event of a Shelf Registration, in addition to the information
required to be provided by each Electing Holder in its Notice Questionnaire, the
Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing Holder's
intended method of distribution of Registrable Securities as may be required in
order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder to the Company or of
the occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration contains or would contain an untrue
statement of a material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Registrable Securities or omits
to state any material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Registrable Securities required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they are made, not misleading, and promptly to
furnish to the Company any additional information required to correct and update
any previously furnished information or required so that such prospectus shall
not contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they are made, not
misleading.

4.   Registration Expenses.

     The Company agrees to bear and to pay or cause to be paid promptly upon
request being made therefor all expenses incident to the Company's performance
of or compliance with this Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any fees and disbursements of counsel
for the Electing Holders (subject to the limitations of Clause (i) below) or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and preparation and printing of certificates
representing the Securities or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (i) any
fees charged by securities rating services for rating the Securities, and (j)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel, any "qualified independent underwriter"
engaged pursuant to Section 3(d)(xix) hereof, or other advisors or experts
retained by such holders (severally or jointly), other than the counsel and
experts specifically referred to above.

                                      -12-
<PAGE>

5.   Representations and Warranties.

     The Company represents and warrants to, and agrees with, each Purchaser and
each of the holders from time to time of Registrable Securities that:

          (a)  Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     applicable requirements of the Securities Act and the Trust Indenture Act
     and the rules and regulations of the Commission thereunder and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and at all times subsequent to the Effective Time
     when a prospectus would be required to be delivered under the Securities
     Act, other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations of
     the Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein in light of the
     circumstances in which they were made not misleading; provided, however,
     that this representation and warranty shall not apply to any statements or
     omissions made in reliance upon and in conformity with information
     furnished in writing to the Company by a holder of Registrable Securities
     expressly for use therein.

          (b)  Any documents incorporated by reference in any prospectus
     referred to in Section 5(a) hereof, when they become or became effective or
     are or were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading in light of the circumstances
     then existing; provided, however, that this representation and warranty
     shall not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by a holder
     of Registrable Securities expressly for use therein.

          (c)  The compliance by the Company with all of the provisions of this
     Registration Rights Agreement and the consummation of the transactions
     herein contemplated will not conflict with or result in a breach of any of
     the terms or provisions of, or constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument to
     which the Company or any subsidiary of the Company is a party or by which
     the Company or any subsidiary of the Company is bound or to which any of
     the property or assets of the Company or any subsidiary of the Company is
     subject, nor will such action result in any violation of the provisions of
     the certificate of incorporation, as amended, or the by-laws of the Company
     or any statute or any order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Company or any
     subsidiary of the Company or any of their properties; and no consent,
     approval, authorization, order, registration or qualification of or with
     any such court or governmental agency or body is required for the
     consummation by the Company of the transactions contemplated by this
     Registration Rights Agreement, except the registration under the Securities
     Act of the Securities, qualification of the Indenture under the Trust
     Indenture Act and such consents, approvals, authorizations, registrations
     or qualifications as may be required under State securities or blue sky
     laws in connection with the offering and distribution of the Securities.

          (d)  This Registration Rights Agreement has been duly authorized,
     executed and delivered by the Company.

                                      -13-
<PAGE>

6.   Indemnification.

     (a)  Indemnification by the Company. The Company shall indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities as follows:

          (i)   against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in any Exchange Registration
     Statement or Shelf Registration Statement, as the case may be, under which
     such Registrable Securities were registered under the Securities Act, or
     any preliminary, final or summary prospectus contained therein or furnished
     by the Company to any such holder, Electing Holder, agent or underwriter,
     or any amendment or supplement thereto, or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading;

          (ii)  against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the holders of Registrable
     Securities), reasonably incurred in investigating, preparing or defending
     against any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under (i) or (ii) above;

provided, however, that the Company shall not be liable to any such person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein;

     (b)  Indemnification by the Holders and any Agents and Underwriters. The
Company may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Company shall
have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any
such underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Company, and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such Electing Holder or underwriter expressly for use therein, and
(ii) reimburse the Company for any legal or other expenses reasonably incurred
by the Company in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section
6(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder's
Registrable Securities pursuant to such registration.

                                      -14-
<PAGE>

     (c)  Notices of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a) or b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party other than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In the case of parties indemnified
pursuant to Section 6(a) above, counsel to the indemnified parties shall be
selected by the holders of a majority of the Registrable Securities held by
Electing Holders, and, in the case of parties indemnified pursuant to Section
6(b) above, counsel to the indemnified parties shall be selected by the Company.
In case any such action shall be brought against any indemnified party and it
shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other expenses,
in each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

     (d)  Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement. Notwithstanding the immediately preceding sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, an indemnifying party shall
not be liable for any settlement of the nature contemplated by Section 6(a)(ii)
effected without its consent if such indemnifying party (i) reimburses such
indemnified party in accordance with such request to the extent the indemnifying
party considers such request to be reasonable and (ii) provided written notice
to the indemnified party substantiating the unpaid balance as unreasonable, in
each case prior to the date of such settlement.

     (e)  Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(e) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(e). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(e), no holder

                                      -15-
<PAGE>

shall be required to contribute any amount in excess of the amount by which the
dollar amount of the proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters'
obligations in this Section 6(e) to contribute shall be several in proportion to
the principal amount of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.

     (f)  The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.

7.   Underwritten Offerings.

     (a)  Right to Effect Underwritten Offering. The holders of Registrable
Securities covered by a Shelf Registration Statement filed pursuant to this
Registration Rights Agreement may sell such Registrable Securities in an
underwritten offering, provided that the holders of at least 20% in the
aggregate principal amount of the Registrable Securities initially outstanding
elect to participate in such offering and except that any such underwritten
offering shall be suspended during any Shelf Registration Suspension.

     (b)  Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

     (c)  Participation by Holders. Each holder of Registrable Securities hereby
agrees with each other such holder that no such holder may participate in any
underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

8.   Rule 144.

     The Company covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in

                                      -16-
<PAGE>

connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

9.   Miscellaneous.

     (a)  No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
prevents the exercise of or otherwise conflicts with the terms contained in this
Registration Rights Agreement.

     (b)  Specific Performance. The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Initial Purchasers and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Initial Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of the respective obligations
of the Company under this Registration Rights Agreement in accordance with the
terms and conditions of this Registration Rights Agreement, in any court of the
United States or any State thereof having jurisdiction.

     (c)  Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at Pogo Producing Company, 5 Greenway Plaza, Suite 2700, Houston, Texas
77046-0504, attention Corporate Secretary, and if to a holder, to the address of
such holder set forth in the security register or other records of the Company,
or to such other address as the Company or any such holder may have furnished to
the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt. For purposes of any notice to
holders required hereunder, the Company, absent knowledge to the contrary, may
presume that all holders are listed in the security register.

     (d)  Parties in Interest. All the terms and provisions of this Registration
Rights Agreement shall be binding upon, shall inure to the benefit of and shall
be enforceable by the parties hereto and the holders from time to time of the
Registrable Securities and the respective successors and assigns of the parties
hereto and such holders. In the event that any transferee of any holder of
Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Registration Rights Agreement, and by
taking and holding such Registrable Securities such transferee shall be entitled
to receive the benefits of, and be conclusively deemed to have agreed to be
bound by all of the applicable terms and provisions of this Registration Rights
Agreement. If the Company shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Registrable Securities
subject to all of the applicable terms hereof.

     (e)  Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Registration Rights
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.

     (f)  LAW GOVERNING. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     (g)  Headings. The descriptive headings of the several Sections and
paragraphs of this Registration Rights Agreement are inserted for convenience
only, do not constitute a part of this Registration Rights Agreement and shall
not affect in any way the meaning or interpretation of this Registration Rights
Agreement.

                                      -17-
<PAGE>

     (h)  Entire Agreement; Amendments. This Registration Rights Agreement and
the other writings referred to herein (including the Indenture and the form of
Securities) or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Registration Rights Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Registration Rights
Agreement may be amended and the observance of any term of this Registration
Rights Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding. Each
holder of any Registrable Securities at the time or thereafter outstanding shall
be bound by any amendment or waiver effected pursuant to this Section 9(h),
whether or not any notice, writing or marking indicating such amendment or
waiver appears on such Registrable Securities or is delivered to such holder.

     (i)  Inspection. For so long as this Registration Rights Agreement shall be
in effect, this Registration Rights Agreement and a complete list of the names
and addresses of all the holders of Registrable Securities shall be made
available upon reasonable prior written notice for inspection and copying on any
business day by any holder of Registrable Securities for proper purposes only
(which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Agreement)
at the offices of the Company at the address thereof set forth in Section 9(c)
above and at the office of the Trustee under the Indenture.

     (j)  Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                                      -18-
<PAGE>

     Agreed to and accepted as of the date referred to above.


                                  POGO PRODUCING COMPANY



                                  By /s/ James P. Ulm, II
                                     -----------------------------------------
                                     James P. Ulm, II
                                     Vice President and Chief Financial Officer



                                  Merrill Lynch & Co.
                                  Merrill Lynch, Pierce, Fenner & Smith
                                           Incorporated



                                  By _________________________________________
                                           Authorized Signatory

                                      -19-
<PAGE>

                                                                       Exhibit A


                             POGO PRODUCING COMPANY

                         INSTRUCTION TO DTC PARTICIPANTS
                         -------------------------------

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                       DEADLINE FOR RESPONSE:  [DATE]/1/
                       ---------------------------------

     The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Pogo Producing Company
(the "Company") 8 1/4% Senior Subordinated Notes due 2011 (the "Securities") are
held.

     The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

     It is important that beneficial owners of the Securities receive a copy of
     --------------------------------------------------------------------------
the enclosed materials as soon as possible as their rights to have the
------------------------------------------
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy
                                 ---------------------
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Pogo Producing
Company, 5 Greenway Plaza, Suite 2700, Houston, Texas 77046-0504, attention
Corporate Secretary, (713) 297-5017.

_______________

/1/ Not less than 28 calendar days from date of mailing.
<PAGE>

                             POGO PRODUCING COMPANY

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire
                      ------------------------------------

                                     (Date)

     Reference is hereby made to the Registration Rights Agreement (the
"Registration Rights Agreement") among Pogo Producing Company (the "Company")
and the Initial Purchasers named therein. Pursuant to the Registration Rights
Agreement, the Company has filed with the United States Securities and Exchange
Commission (the "Commission") a registration statement on Form [___] (the "Shelf
Registration Statement") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
8 1/4% Senior Subordinated Notes due 2011 (the "Securities"). A copy of the
Registration Rights Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

     Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company's counsel at the
address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

     The term "Registrable Securities" is defined in the Registration Rights
Agreement.

                                      A-2
<PAGE>

                                    ELECTION

     The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement, including, without limitation, Section 6 of the Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.

     Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Registration Rights Agreement.

     The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3
<PAGE>

                                  QUESTIONNAIRE


(1)  (a)  Full Legal Name of Selling Securityholder:

          _____________________________________________________________________

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:

          _____________________________________________________________________

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:

          _____________________________________________________________________

(2)  Address for Notices to Selling Securityholder:

     __________________________________________________________________________

     __________________________________________________________________________

     __________________________________________________________________________

     Telephone:          ______________________________

     Fax:                ______________________________

     Contact Person:     ______________________________

(3)  Beneficial Ownership of Securities:

     Except as set forth below in this Item (3), the undersigned does not
     beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:_______

          CUSIP No(s). of such Registrable Securities: ________________________

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:__________________________________________________

          CUSIP No(s). of such other Securities:_______________________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:___________

          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:________________________________________

                                      A-4
<PAGE>

(4)  Beneficial Ownership of Other Securities of the Company:

     Except as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any other securities
of the Company, other than the Securities listed above in Item (3).

     State any exceptions here:



(5)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.

     State any exceptions here:



(6)  Plan of Distribution:

     Except as set forth below, the undersigned Selling Securityholder intends
to distribute the Registrable Securities listed above in Item (3) only as
follows (if at all): Such Registrable Securities may be sold from time to time
directly by the undersigned Selling Securityholder or, alternatively, through
underwriters, broker-dealers or agents. Such Registrable Securities may be sold
in one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at negotiated
prices. Such sales may be effected in transactions (which may involve crosses or
block transactions) (i) on any national securities exchange or quotation service
on which the Registered Securities may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the Registrable Securities
or otherwise, the Selling Securityholder may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the Registrable
Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such securities.

     State any exceptions here:



(7)  Specify the number of copies of the prospectus needed:____________________



     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M thereunder.

     In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (7) above
and the inclusion of such information in the Shelf Registration

                                      A-5
<PAGE>

Statement and related Prospectus. The Selling Securityholder understands that
such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

     In accordance with the Selling Securityholder's obligation under Section
3(d) of the Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery to the Company as follows:

                    Pogo Producing Company
                    5 Greenway Plaza, Suite 2700
                    Houston, Texas 77046-0504
                    Attention: Corporate Secretary
                    (713) 297-5017

     Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above. This Agreement shall be governed in all respects by the laws of the
State of New York.

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated: ________________



                                      __________________________________________
                                      Selling Securityholder
                                      (Print/type full legal name of beneficial
                                      owner of Registrable Securities)



                                      By _______________________________________
                                         Name:
                                         Title:


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY AT:

                    Pogo Producing Company
                    5 Greenway Plaza, Suite 2700
                    Houston, Texas 77046-0504
                    Attention: Corporate Secretary
                    (713) 297-5017

                                      A-6
<PAGE>

                                                                       Exhibit B

                  [FORM OF REPRESENTATION LETTER TO TRANSFER
                         NOTES TO UNRESTRICTED CUSIP]

                                     [DATE]

Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas  77046-0504
(713) 297-4970 (fax)
Attention:  Gerald Morton

State Street Bank and Trust Company, as Trustee
Goodwin Square
225 Asylum Street, 23rd Floor
Hartford, Connecticut 06103
(860) 244-1897 (fax)
Attention: Phillip Kane

     Re:  Pogo Producing Company 8 1/4% Senior Subordinated Notes due 2011
          ----------------------------------------------------------------

Gentlemen:

     We hereby certify that Pogo Producing Company (the "Company") and to State
Street Bank and Trust Company, as Trustee, that [NAME OF SELLER] (the "Seller")
sold $[AMOUNT SOLD] of the Company's 8 1/4% Series A Senior Subordinated Notes
due 2011 (the "Notes") held on behalf of the Seller in the name of [DTC
NOMINEE'S NAME] with The Depository Trust Company as a portion of the
unregistered Global Security and representing a portion of the Notes (CUSIP No.
730448 AN 7). The Notes sold by the undersigned were sold pursuant to a
prospectus for the Notes dated [DATE OF PROSPECTUS, AS SUPPLEMENTED] (the
"Prospectus"). In connection with the sale of the Notes, Seller hereby
represents and warrants to the Company and the Trustee that: (i) such Notes were
sold in accordance with the section of the Prospectus entitled "Plan of
Distribution", (ii) a copy of the Prospectus was delivered in connection with
the sale, (iii) to Seller's knowledge, the purchaser was not an Affiliate (as
such term is defined in the Securities Act of 1933, as amended (the "Act")) of
the Company, and (iv) that all of the provisions of the Act were complied with
in connection with such sale. The amount of Notes sold, and their trade date(s)
is a follows:

            Trade Date                        Amount of Notes Sold
            ----------                        --------------------

       [INSERT TRADE DATE]                        [AMOUNT SOLD]

     The undersigned represents and warrants that he is a duly authorized
officer or representative of Seller, with the full power and authority to make
the representations and statements contained herein, and that such
representations and statements are for the benefit of the Company and Trustee
and may be relied upon by them in effecting the transfer of the amount of Notes
sold from the Global Security representing the Notes (CUSIP No. 730448 AN 7) to
the Global Security representing the 8 1/4% Series B Senior Subordinated Notes
due 2011 of the Company (CUSIP No. 730448 __ _).


                                      [SELLER]



                                      By ______________________________________
                                         Name:
                                         Title: