**EXHIBIT 10.9**

 

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

**between Stephen R. Brunner (“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 said Amended and Restated ExecutiveEmployment Agreement for an additional one-year period so as to terminate(unless further extended) two years thereafter, (to-wit August 1, 2007); and

 

**WHEREAS**,Company desires to retain the services of Executive for the benefit of Companyand its shareholders, and desires to induce Executive to remain in its employfor that extended time period; and

 

**WHEREAS**,Executive has agreed to continue to serve as an employee of Company for theperiod specified herein from and after the date of this Extension Agreement;and

 

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**WHEREAS**,Company and Executive desire to enter into this Extension Agreement in order toformally secure for Company the benefit of the experience and abilities ofExecutive, and to set forth the agreements and understandings of Company andExecutive; and

 

**WHEREAS**,Company has advised Executive that execution and performance of this ExtensionAgreement by Company has been duly authorized and approved by all requisitecorporate action on the part of the Company.

 

**NOW, THEREFORE**,in consideration 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.             Thefirst two sentences of Section 1(b) of the Amended and Restated ExecutiveEmployment Agreement between Executive and Company bearing an “Effective Date”of February 1, 2005 and a “Renewal Date” which is deemed herein to be August 1,2006, are hereby amended to read as follows in order to extend the EmploymentPeriod for an additional one-year period commencing August 1, 2006 and endingJuly 31, 2007, unless such Employment Period is hereafter further extended foran additional period by both Executive and Company:

 

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

 

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reviewed, to determinewhether, in the discretion of the Company, it should be extended for oneadditional year so as to terminate two years from such Renewal Date.”

 

# 2.             Allprovisions of the Amended and Restated Executive Employment Agreement betweenExecutive and Company dated as of February 1, 2005, and as it is hereinamended, are continued in full force and effect without change as if theAmended and Restated Executive Employment Agreement had been initiallyeffective 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/ STEPHEN R. BRUNNER       |   |
|                           | Stephen R. Brunner           |
|                                |                              |  |  |  |  |

 

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