<PAGE>

              EXTENSION AGREEMENT TO CONTINUE EMPLOYMENT AGREEMENT
                    BETWEEN KENNETH R. GOOD ("EXECUTIVE") AND
           POGO PRODUCING COMPANY, A DELAWARE CORPORATION ("COMPANY"),
                        DATED EFFECTIVE FEBRUARY 1, 1999

          WHEREAS, Executive and Company are parties to an "Employment 
Agreement" bearing an original "Effective Date" of February 1, 1996; and

          WHEREAS, February 1, 1999, (even date herewith) is hereby deemed to 
be the "Renewal Date" in that Employment Agreement; and

          WHEREAS, Executive and Company each wish to extend said Employment 
Agreement for an additional one-year period so as to terminate (unless 
further extended) two years thereafter, (to-wit January 31, 2001); and

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

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

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

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

<PAGE>

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

          1.  The Employment Agreement between Executive and Company bearing 
an "Effective Date" of February 1, 1996 and a "Renewal Date" which is deemed 
herein to be February 1, 1999, is hereby extended for an additional one-year 
period commencing February 1, 1999 and ending January 31, 2001, unless such 
employment period is hereafter further extended for an additional period by 
both Executive and Company.

          2.  All provisions of the Employment Agreement between Executive 
and Company dated as of February 1, 1996, and as it is herein amended, are 
continued in full force and effect without change as if the Employment 
Agreement had been initially effective as of February 1, 1999.


                                       POGO PRODUCING COMPANY

                                       By: /s/ JOHN O. MCCOY, JR.
                                          -----------------------------------
                                          Senior Vice President and
                                          Chief Administrative Officer

ATTEST:

/s/ JOE ANN KINGDON
-----------------------------
Assistant Corporate Secretary

                                    EMPLOYEE:

                                       /s/ KENNETH R. GOOD
                                       -------------------