**EXHIBIT24**

 

**POWER OF ATTORNEY**

 

I, **Jerry M. Armstrong**, in my individualcapacity and as a director of Pogo Producing Company (the “Company”), do herebyappoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, mytrue and lawful attorney or attorneys with power to act with or without theother, and with full power of substitution and resubstitution, to prepare,execute and file, in my name, place and stead in my individual capacity and asa director of the Company, such documents, reports and filings as may benecessary or advisable under the Securities Exchange Act of 1934, as amended(the “Act”), the Securities Act of 1933, as amended (the “Securities Act”) orany other federal, state or local law regulating the Company including, withoutlimitation, the Company’s Annual Report of Form 10-K for the fiscal year endedDecember 31, 2002, as prescribed by the Securities and Exchange Commission (the“Commission”) pursuant to the Act, and the rules and regulations promulgatedthereunder, with any and all exhibits and other documents relating thereto, anyand all amendments to said Annual Report and all instruments as said attorneysor either of them shall deem necessary or incidental in connection therewithand to file the same with the Commission.

 

Each of said attorneys shallhave full power and authority to do and perform in my name and on my behalf anyact whatsoever to accomplish the purpose and intent of the forgoing that saidattorneys deem may be necessary or desirable to be done in the premises asfully and to all intents and purposes as I might or could do in person, and bymy signature hereto, I hereby ratify and approve any and all of such acts ofsaid attorneys and each of them.

 

**IN WITNESS WHEREOF**, I have executed this instrument on this 21st day of January, 2003.

 

 
|   | /s/ JERRY M. ARMSTRONG |   |
|--------|------------------------|--------|
|   | Jerry M. Armstrong     |   |

 

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**POWER OF ATTORNEY**

 

I, **Robert H. Campbell**, in my individualcapacity and as a director of Pogo Producing Company (the “Company”), do herebyappoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, mytrue and lawful attorney or attorneys with power to act with or without theother, and with full power of substitution and resubstitution, to prepare,execute and file, in my name, place and stead in my individual capacity and asa director of the Company, such documents, reports and filings as may benecessary or advisable under the Securities Exchange Act of 1934, as amended(the “Act”), the Securities Act of 1933, as amended (the “Securities Act”) orany other federal, state or local law regulating the Company including, withoutlimitation, the Company’s Annual Report of Form 10-K for the fiscal year endedDecember 31, 2002, as prescribed by the Securities and Exchange Commission (the“Commission”) pursuant to the Act, and the rules and regulations promulgatedthereunder, with any and all exhibits and other documents relating thereto, anyand all amendments to said Annual Report and all instruments as said attorneysor either of them shall deem necessary or incidental in connection therewithand to file the same with the Commission.

 

Each of said attorneys shallhave full power and authority to do and perform in my name and on my behalf anyact whatsoever to accomplish the purpose and intent of the forgoing that saidattorneys deem may be necessary or desirable to be done in the premises asfully and to all intents and purposes as I might or could do in person, and bymy signature hereto, I hereby ratify and approve any and all of such acts ofsaid attorneys and each of them.

 

**IN WITNESS WHEREOF**, I have executed this instrument on this 21st day of January, 2003.

 

 
|   | /s/ ROBERT H. CAMPBELL |   |
|--------|------------------------|--------|
|   | Robert H. Campbell     |   |

 

2

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**POWER OF ATTORNEY**

 

I, **William L. Fisher**, in my individualcapacity and as a director of Pogo Producing Company (the “Company”), do herebyappoint PAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, mytrue and lawful attorney or attorneys with power to act with or without theother, and with full power of substitution and resubstitution, to prepare,execute and file, in my name, place and stead in my individual capacity and asa director of the Company, such documents, reports and filings as may benecessary or advisable under the Securities Exchange Act of 1934, as amended(the “Act”), the Securities Act of 1933, as amended (the “Securities Act”) orany other federal, state or local law regulating the Company including, withoutlimitation, the Company’s Annual Report of Form 10-K for the fiscal year endedDecember 31, 2002, as prescribed by the Securities and Exchange Commission (the“Commission”) pursuant to the Act, and the rules and regulations promulgatedthereunder, with any and all exhibits and other documents relating thereto, anyand all amendments to said Annual Report and all instruments as said attorneysor either of them shall deem necessary or incidental in connection therewithand to file the same with the Commission.

 

Each of said attorneys shallhave full power and authority to do and perform in my name and on my behalf anyact whatsoever to accomplish the purpose and intent of the forgoing that saidattorneys deem may be necessary or desirable to be done in the premises asfully and to all intents and purposes as I might or could do in person, and bymy signature hereto, I hereby ratify and approve any and all of such acts ofsaid attorneys and each of them.

 

**IN WITNESS WHEREOF**, I have executed this instrument on this 21st day of January, 2003.

 

 
|   | /s/ WILLIAM L. FISHER |   |
|--------|-----------------------|--------|
|   | William L. Fisher     |   |

 

3

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**POWER OF ATTORNEY**

 

I, **Gerrit W. Gong**, in my individual capacityand as a director of Pogo Producing Company (the “Company”), do hereby appointPAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true andlawful attorney or attorneys with power to act with or without the other, andwith full power of substitution and resubstitution, to prepare, execute andfile, in my name, place and stead in my individual capacity and as a directorof the Company, such documents, reports and filings as may be necessary oradvisable under the Securities Exchange Act of 1934, as amended (the “Act”),the Securities Act of 1933, as amended (the “Securities Act”) or any otherfederal, state or local law regulating the Company including, withoutlimitation, the Company’s Annual Report of Form 10-K for the fiscal year endedDecember 31, 2002, as prescribed by the Securities and Exchange Commission (the“Commission”) pursuant to the Act, and the rules and regulations promulgatedthereunder, with any and all exhibits and other documents relating thereto, anyand all amendments to said Annual Report and all instruments as said attorneysor either of them shall deem necessary or incidental in connection therewithand to file the same with the Commission.

 

Each of said attorneys shallhave full power and authority to do and perform in my name and on my behalf anyact whatsoever to accomplish the purpose and intent of the forgoing that saidattorneys deem may be necessary or desirable to be done in the premises asfully and to all intents and purposes as I might or could do in person, and bymy signature hereto, I hereby ratify and approve any and all of such acts ofsaid attorneys and each of them.

 

**IN WITNESS WHEREOF**, I have executed this instrument on this 21st day of January, 2003.

 

 
|   | /s/ GERRIT W. GONG |   |
|--------|--------------------|--------|
|   | Gerrit W. Gong     |   |

 

4

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**POWER OF ATTORNEY**

 

I, **Carroll W. Suggs**, in my individual capacityand as a director of Pogo Producing Company (the “Company”), do hereby appointPAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true andlawful attorney or attorneys with power to act with or without the other, andwith full power of substitution and resubstitution, to prepare, execute andfile, in my name, place and stead in my individual capacity and as a directorof the Company, such documents, reports and filings as may be necessary oradvisable under the Securities Exchange Act of 1934, as amended (the “Act”),the Securities Act of 1933, as amended (the “Securities Act”) or any otherfederal, state or local law regulating the Company including, withoutlimitation, the Company’s Annual Report of Form 10-K for the fiscal year endedDecember 31, 2002, as prescribed by the Securities and Exchange Commission (the“Commission”) pursuant to the Act, and the rules and regulations promulgatedthereunder, with any and all exhibits and other documents relating thereto, anyand all amendments to said Annual Report and all instruments as said attorneysor either of them shall deem necessary or incidental in connection therewithand to file the same with the Commission.

 

Each of said attorneys shallhave full power and authority to do and perform in my name and on my behalf anyact whatsoever to accomplish the purpose and intent of the forgoing that saidattorneys deem may be necessary or desirable to be done in the premises asfully and to all intents and purposes as I might or could do in person, and by mysignature hereto, I hereby ratify and approve any and all of such acts of saidattorneys and each of them.

 

**IN WITNESS WHEREOF**, I have executed this instrument on this 21st day of January, 2003.

 

 
|   | /s/ CARROLL W. SUGGS |   |
|--------|----------------------|--------|
|   | Carroll W. Suggs     |   |

 

5

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**POWER OF ATTORNEY**

 

I, **Stephen A. Wells**, in my individual capacityand as a director of Pogo Producing Company (the “Company”), do hereby appointPAUL G. VAN WAGENEN and THOMAS E. HART, and each of them severally, my true andlawful attorney or attorneys with power to act with or without the other, andwith full power of substitution and resubstitution, to prepare, execute andfile, in my name, place and stead in my individual capacity and as a directorof the Company, such documents, reports and filings as may be necessary oradvisable under the Securities Exchange Act of 1934, as amended (the “Act”),the Securities Act of 1933, as amended (the “Securities Act”) or any otherfederal, state or local law regulating the Company including, withoutlimitation, the Company’s Annual Report of Form 10-K for the fiscal year endedDecember 31, 2002, as prescribed by the Securities and Exchange Commission (the“Commission”) pursuant to the Act, and the rules and regulations promulgatedthereunder, with any and all exhibits and other documents relating thereto, anyand all amendments to said Annual Report and all instruments as said attorneysor either of them shall deem necessary or incidental in connection therewithand to file the same with the Commission.

 

Each of said attorneys shallhave full power and authority to do and perform in my name and on my behalf anyact whatsoever to accomplish the purpose and intent of the forgoing that saidattorneys deem may be necessary or desirable to be done in the premises asfully and to all intents and purposes as I might or could do in person, and bymy signature hereto, I hereby ratify and approve any and all of such acts ofsaid attorneys and each of them.

 

**IN WITNESS WHEREOF**, I have executed this instrument on this 21st day of January, 2003.

 

 
|   | /s/ STEPHEN A. WELLS |   |
|--------|----------------------|--------|
|   | Stephen A. Wells     |   |

 

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