**EXHIBIT 10.10**

** **

**EXTENSION AGREEMENT TO AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT**

**between Jerry A. Cooper (“Executive”) and**

**Pogo Producing Company, a Delaware corporation (“Company”)**

 

**WHEREAS**,Executive and Company are parties to an “Amended and Restated ExecutiveEmployment Agreement” bearing an original “Effective Date” of February 1, 2005;and

** **

**WHEREAS**, August 1, 2006 is hereby deemed to be the “Renewal Date” in that Amended andRestated Executive Employment Agreement; and

 

**WHEREAS**, Executive and Company each wish to extend saidAmended and Restated Executive Employment Agreement for an additional one-yearperiod so as to terminate (unless further extended) two years thereafter,(to-wit August 1, 2007); and

** **

**WHEREAS**, Company desires to retain the services ofExecutive for the benefit of Company and its shareholders, and desires toinduce Executive to remain in its employ for that extended time period; and

 

**WHEREAS**, Executive has agreed to continue to serve as anemployee of Company for the period specified herein from and after the date ofthis Extension Agreement; and

 

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**WHEREAS**, Company and Executive desire to enter into thisExtension Agreement in order to formally secure for Company the benefit of theexperience and abilities of Executive, and to set forth the agreements andunderstandings of Company and Executive; and

 

**WHEREAS**, Company has advised Executive that executionand performance of this Extension Agreement by Company has been duly authorizedand approved by all requisite corporate action on the part of the Company.

 

**NOW,THEREFORE**, inconsideration of the foregoing and the mutual promises and agreements hereincontained, and in consideration of the sum of $10 paid by Company to Executive,receipt whereof is hereby acknowledged by Executive, Executive and Company dohereby agree as follows:

 

# 1.             The first two sentences of Section 1(b) of the Amendedand Restated Executive Employment Agreement between Executive and Companybearing an “Effective Date” of February 1, 2005 and a “Renewal Date” which isdeemed herein to be August 1, 2006, are hereby amended to read as follows inorder to extend the Employment Period for an additional one-year periodcommencing August 1, 2006 and ending July 31, 2007, unless such EmploymentPeriod is hereafter further extended for an additional period by both Executiveand Company:

 

“The“Employment Period” shall mean the period commencing on the Effective Date andending on August 1, 2007.  On August 1,2006 and on each annual anniversary of such date (the “Renewal Date”), theEmployment Period shall be

 

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reviewed,to determine whether, in the discretion of the Company, it should be extendedfor one additional year so as to terminate two years from such Renewal Date.”

 

# 2.             All provisions of the Amended and Restated ExecutiveEmployment Agreement between Executive and Company dated as of February 1,2005, and as it is herein amended, are continued in full force and effectwithout change as if the Amended and Restated Executive Employment Agreementhad been initially effective as of August 1, 2005.

 

 
| *** ***                   | ***POGO PRODUCING  COMPANY*** |
|--------------------------------|-------------------------------|
|                           |                          |
|                           |                          |
|                           | By:                           | /S/ JOHN O. MCCOY, JR. |   |
|                           |                          | John O. McCoy, Jr. |
|                           |                          | Executive  Vice President and |
|                           |                          | Chief  Administrative Officer |
|                           |                          |
| **ATTEST:**                    |                          |
|                           |                          |
| /S/ JOE ANN KINGDON            |                          |   |
| Assistant  Corporate Secretary |                          |
|                           |                          |
| ** **                     | **EMPLOYEE:**                 |
|                           |                          |
|                           |                          |
|                           | /S/ JERRY A. COOPER           |   |
|                           | Jerry  A. Cooper              |
|                                |                               |  |  |  |  |

 

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