EXHIBIT 10.5





1998
INCENTIVE PLAN





of





POGO PRODUCING COMPANY





(as amended and restated through January 22, 2002)





1. Objectives.    The Pogo Producing Company 1998 Incentive Plan (as amended and restated through January 22, 2002) (the
Plan) is designed to retain key employees, to encourage the sense of proprietorship of such employees and to stimulate the active interest of such persons in the development and financial success of Pogo Producing Company, a Delaware
corporation (the Company), and its Subsidiaries (as hereinafter defined). These objectives are to be accomplished by making awards under the Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in
the growth and performance of the Company and its Subsidiaries.





2. Definitions.    As used herein,
the terms set forth below shall have the following respective meanings:





Award means the grant of a nonqualified
stock option, stock appreciation right, or cash award, whether granted singly, in combination or in tandem, to a Participant who is an employee pursuant to any applicable terms, conditions and limitations as the Committee may establish in order to
fulfill the objectives of the Plan.





Award Agreement means a written agreement between the Company and a Participant
that sets forth the terms, conditions and limitations applicable to an Award.





Board means the Board of Directors of
the Company.





Code means the Internal Revenue Code of 1986, as amended from time to time.





Committee means the Compensation Committee of the Board or such other committee of the Board as is designated by the Board to administer the
Plan.





Common Stock means the Common Stock, par value $1.00 per share, of the Company.





Fair Market Value means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean
between the highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the principal such national securities exchange on that date, or, if




---

there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if shares of Common Stock are not so listed but are quoted on
the NASDAQ National Market System, the mean between the highest and lowest sales price per share of Common Stock on the NASDAQ National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported or (iii) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding
date on which such quotations shall be available, as reported by NASDAQ, or, if not reported by NASDAQ, by the National Quotation Bureau, Inc.





Participant means an employee of the Company or any of its Subsidiaries to whom an Award has been made under this Plan.





Stock Option/SAR Limitation means the limitation set forth in Paragraph 7(a) and defined therein.





Subsidiary means any corporation of which the Company directly or indirectly owns shares representing more than 50% of the voting power of all classes or series of capital
stock of such corporation which have the right to vote generally on matters submitted to a vote of the shareholders of such corporation.





3. Eligibility.    Key employees of the Company and its Subsidiaries eligible for an Award under this Plan are those who hold positions of responsibility and whose performance, in the judgment of the Committee,
can have a significant effect on the success of the Company and its Subsidiaries.





4. Common Stock Available for
Awards.    A maximum of 1,850,000 shares of Common Stock shall be reserved for issuance pursuant to Awards under this Plan. The Board and the appropriate officers of the Company shall from time to time take whatever actions
are necessary to file required documents with governmental authorities and stock exchanges and transaction reporting systems to make shares of Common Stock available for issuance pursuant to Awards. Common Stock related to Awards that are forfeited
or terminated, expire unexercised, are settled in cash in lieu of Stock or in a manner such that all or some of the shares covered by an Award are not issued to a Participant, or are exchanged for Awards that do not involve Common Stock, shall
immediately become available for Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate.





5. Administration.    This Plan shall be administered by the Committee, which shall have full and exclusive power to
interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of
this Plan. The Committee shall consist of at least two members of the Board. Unless otherwise expressly prohibited by this Plan, the Committee may, in its discretion, provide for the extension of the exercisability of an




---

Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an
Award or otherwise amend or modify an Award in any manner that is either (i) not adverse to the Participant holding such Award or (ii) consented to by such Participant. However, notwithstanding any other provision of this Plan to the contrary,
without the prior approval of the Companys shareholders, the Committee shall not permit a new stock option to be issued in exchange for the relinquishment or cancellation of an existing stock option with a higher exercise price, nor shall it
reprice any existing stock options by lowering the stock option exercise price. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee
deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties
concerned. No member of the Committee or officer of the Company to whom it has delegated authority in accordance with the provisions of Paragraph 6 of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of
the Committee or by any officer of the Company in connection with the performance of any duties under this Plan.





6.
Delegation of Authority.    The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may
establish.





7. Awards.    The Committee shall determine the type or types of Awards to be made to
each Participant under this Plan. Each Award made hereunder shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion and shall be signed by the
Participant and by the Chief Executive Officer or the Chief Administrative Officer of the Company for and on behalf of the Company. Awards may consist of those listed in this Paragraph 7 and may be granted singly, in combination or in tandem. Awards
may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. An Award
may provide for the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award granted to a Participant. Notwithstanding anything herein to the
contrary, no Participant may be granted, during any one-year period, Awards under this Plan consisting of stock options or stock appreciation rights exercisable for more than 200,000 shares of Common Stock (the Stock Option/SAR
Limitation). No Participant may be granted, in addition to any stock options or stock appreciation rights, cash awards under this Plan in respect of any one-year period having a value determined on the date of grant in excess of $1,000,000.





(a) Stock Option.    An Award may consist of a right to purchase a specified
number of shares of Common Stock at a specified price that is not less than the greater of (i) the Fair Market Value of the Common Stock on the date of




---

grant and (ii) the par value of the Common Stock on the date of grant. No stock option shall be exercisable after the date which is 10 years from the date of grant of the stock option.





(b) Stock Appreciation Right.    An Award may consist of a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair Market Value of shares of Common Stock on the date the stock appreciation right (SAR) is exercised over the Fair Market Value of such shares of Common Stock on the date
the SAR is granted.





(c) Cash Award.    An Award may be denominated in cash with
the amount of the eventual payment subject to future service and such other restrictions and conditions as may be established by the Committee, and set forth in the Award Agreement, including, but not limited to, continuous service with the Company
and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attaining specified growth rates and other comparable measurements of performance.





8. Payment of Awards.





(a)
General.    Payment of Awards may be made in the form of cash or Common Stock or combinations thereof and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions
on transfer and forfeiture provisions.





(b) Deferral.    With the approval of the
Committee, payments in respect of Awards may be deferred, either in the form of installments or a future lump sum payment. The Committee may permit selected Participants to elect to defer payments of some or all types of Awards in accordance with
procedures established by the Committee. Any deferred payment, whether elected by the Participant or specified by the Award Agreement or by the Committee, may be forfeited if and to the extent that the Award Agreement so provides.





(c) Dividends and Interest.    Dividends or dividend equivalent rights may be extended to and
made part of any Award denominated in Common Stock or units of Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on
deferred cash payments and dividend equivalents for deferred payments denominated in Common Stock or units of Common Stock.





(d) Substitution of Awards.    At the discretion of the Committee, a Participant may be offered an election to substitute an Award for another Award or Awards of the same or different type.




---




9. Stock Option Exercise.    The price at which shares of Common
Stock may be purchased under a stock option shall be paid in full at the time of exercise in cash or, if elected by the optionee, the optionee may purchase such shares by means of tendering Common Stock or surrendering another Award, including
Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for tendering Common Stock or other Awards to exercise a stock option as it deems appropriate. If
permitted by the Committee, payment may be made by successive exercises by the Participant. The Committee may provide for loans from the Company to an employee to permit the exercise or purchase of Awards and may provide for procedures to permit the
exercise or purchase of Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are tendered as
consideration for the exercise of a stock option, a number of the shares issued upon the exercise of the stock option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee.





10. Tax
Withholding.    The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of
cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy
tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.





11. Amendment, Modification, Suspension or Termination.    The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other
purpose permitted by law, except that (i) no amendment or alteration that would impair the rights of any Participant under any Award previously granted to such Participant shall be made without such Participants consent and (ii) no amendment
or alteration shall be effective prior to approval by the Companys shareholders to the extent shareholder approval is otherwise required by applicable legal requirements or this Plan.





12. Termination of Employment.    Upon the termination of employment by a Participant, any unexercised, deferred or unpaid Awards shall be treated as provided
in the specific Award Agreement evidencing the Award. In the event of such a termination, the Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award,
eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify the Award in any




---

manner that is not inconsistent with this Plan and either (i) not adverse to such Participant or (ii) consented to by such Participant.





13. Assignability.    Unless otherwise determined by the Committee and provided in the Award Agreement, no Award or any other
benefit under this Plan constituting a derivative security within the meaning of Rule 16a-1(c) under the Exchange Act shall be assignable or otherwise transferable except as permitted under Paragraph 19 of this Plan or by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. The Committee may prescribe and include in applicable Award Agreements
other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this Paragraph 13 shall be null and void.





14. Adjustments.





(a) The existence of
outstanding Awards shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its
business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or Common Stock or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.





(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock or declaration of
a dividend payable in shares of Common Stock or capital reorganization or reclassification or other transaction involving an increase or reduction in the number of outstanding shares of Common Stock, then (i) the number of shares of Common Stock
reserved under this Plan and covered by outstanding Awards denominated in Common Stock or units of Common Stock, (ii) the exercise or other price in respect of such Awards, (iii) the appropriate Fair Market Value and other price determinations for
such Awards and (iv) the Stock Option/SAR Limitation in Paragraph 7(a) hereof shall each be proportionately adjusted by the Board to reflect such transaction. In the event of any consolidation or merger of the Company with another corporation or
entity, or the adoption by the Company of a plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Board shall
make appropriate adjustments to (i) the number of shares of Common Stock reserved under this Plan and covered by outstanding Awards denominated in Common Stock or units of Common Stock, (ii) the exercise or other price in respect of such Awards,
(iii) the appropriate Fair Market Value and other price determinations for such Awards and (iv) the Stock Option/SAR






---




Limitation in Paragraph 7(a) hereof to give effect to such transaction; provided that such
adjustments shall only be such as necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards. In the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume Awards by means of substitution of new Awards, as appropriate, for previously issued Awards or an assumption of previously issued Awards as part of
such adjustment.





15. Restrictions.    No Common Stock or other form of payment shall be issued with
respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under
this Plan may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed and any applicable federal and state securities laws. The Committee may cause a legend or legends to be placed upon any such certificates to make appropriate reference to such restrictions.





16. Unfunded Plan.    Insofar as it provides for Awards of cash or rights related to Common Stock,
this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash- or rights related to Common Stock under this Plan, any such accounts shall be used merely as a bookkeeping
convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash or rights related to Common Stock, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the
Board nor the Committee be deemed to be a trustee of any cash or rights related to Common Stock to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to a grant of cash or rights related to Common
Stock under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.





17. Governing Law.    This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise
governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.





18. Effective Date of Plan.    This Plan shall be effective as of October 27, 1998, the date (the Effective Date) it was approved by the Board.






---




19. Permitted Transfers.    The Committee may, in its discretion,
authorize all or a portion of the Awards to be granted to a Participant to be on terms which permit transfer by such Participant to (i) the spouse, parents, siblings, children or grandchildren of the Participant (Immediate Family
Members), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (iii) a partnership in which such Immediate Family Members are the only partners, provided that (x) there may be no consideration for any such
transfer, (y), if applicable, the Award Agreement pursuant to which such Award is granted must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Paragraph 19, and (z) subsequent transfers
of transferred Awards shall be prohibited except those in accordance with Paragraph 13. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that
(i) in the event of termination of employment, Paragraph 12 hereof shall continue to be applied with respect to the original Participant, following which the Awards shall be exercisable by the transferee only to the extent, and for the periods
specified in the Paragraph 12 and the applicable Award Agreement, (ii) the original Participant shall remain subject to the withholding tax provisions of Paragraph 10, and (iii) the Company shall have no duty or obligation to provide notice to a
transferee of any action or event affecting the rights of the transferee under the Plan including, without limitation, any amendment, modification, suspension or termination of the Plan pursuant to Paragraph 11, the early termination of an Award
pursuant to Paragraph 12, or adjustments to the amount of the Awards pursuant to Paragraph 14.