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                        EXECUTIVE EMPLOYMENT AGREEMENT


              AGREEMENT by and between POGO PRODUCING COMPANY, a Delaware 
corporation (the "Company") and STEPHEN R. BRUNNER  (the "Executive"), dated 
as of the 1st day of February, 1999.

              The Board of Directors of the Company (the "Board"), has 
determined that it is in the best interests of the Company and its 
shareholders to assure that the Company will have the continued dedication of 
the Executive, and to provide the Executive with compensation and benefits 
arrangements which are competitive with those of other corporations and which 
ensure that the compensation and benefits expectations of the Executive will 
be satisfied.  The Board also believes it is imperative to diminish the 
inevitable distraction of the Executive by virtue of the personal 
uncertainties and risks created by a pending or threatened Change of Control 
and to encourage the Executive's full attention and dedication to the Company 
currently and in the event of any threatened or pending Change of Control, 
and to insure the continuation of favorable compensation and benefits upon a 
Change of Control.  Therefore, in order to accomplish these objectives, the 
Board has caused the Company to enter into this Agreement.

              NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS;

       1.     CERTAIN DEFINITIONS.  (a)  The "Effective Date" shall mean the 
date of this Agreement.

              (b)    The "Employment Period" shall mean the period commencing 
on the Effective Date and ending on the second anniversary of such date; 
provided, however, that on each annual anniversary of the Effective Date (the 
"Renewal Date"), the Employment Period shall be reviewed, to determine 
whether, in the discretion of the Company, it should be extended for one 
additional year so as to terminate two years from such Renewal Date.  Any 
such one year extension shall be effective only if, prior to the Renewal 
Date, the Company shall give notice to the Executive that the Employment 
Period shall be so extended.

       2.     CHANGE OF CONTROL.  For the purpose of this Agreement, a 
"Change of Control" shall mean:

              (a)    The acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of 
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 
Exchange Act) of 20% or more of either (i) the then outstanding shares of 
common stock of the Company (the "Outstanding Company Common Stock") or (ii) 
the combined voting power of the then outstanding voting securities of the 
Company entitled to vote generally in the election of directors (the 
"Outstanding Company Voting Securities").

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              Notwithstanding anything in this Agreement to the contrary, the 
following shall not constitute a Change of Control:

              (i)    any acquisition directly from the Company (excluding an 
acquisition by virtue of the exercise of a conversion privilege),

              (ii)   any acquisition by the Company,

              (iii)  any acquisition by any employee benefit plan (or related 
trust) sponsored or maintained by the Company or any corporation controlled 
by the Company, or

              (iv)   any acquisition by State Farm Mutual Automobile 
Insurance Company and certain affiliates ("State Farm") or Klingenstein, 
Fields & Co., L.P. ("Klingenstein") ("Specified Stockholders") of beneficial 
ownership of Outstanding Company Voting Securities resulting in an 
accumulation of said securities up to and including the following amounts:

                     A.     In the case of State Farm, 30% of Outstanding 
Voting Securities, and 

                     B.     In the case of Klingenstein, 30% of Outstanding 
Voting Securities, or

              (v)    any acquisition by any corporation pursuant to a 
reorganization, merger or consolidation, if, following such reorganization, 
merger or consolidation, the conditions described in clauses (i), (ii) and 
(iii) of subsection (c) of this Section 2 are satisfied; or 

              (b)    Individuals who, as of the date hereof, constitute the 
Board (the "Incumbent Board") cease for any reason to constitute at least a 
majority of the Board; provided, however, that any individual becoming a 
director subsequent to the date hereof whose election, or nomination for 
election by the Company's shareholders, was approved by a vote of at least a 
majority of the directors then comprising the Incumbent Board shall be 
considered as though such individual were a member of the Incumbent Board, 
but excluding, for this purpose, any such individual whose initial assumption 
of office occurs as a result of either an actual or threatened election 
contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated 
under the Exchange Act) or other actual or threatened solicitation of proxies 
or consents by or on behalf of a Person other than the Board; or 

              (c)    Approval by the shareholders of the Company of a 
reorganization, merger or consolidation, in each case, unless, following such 
reorganization, merger or consolidation, (i) more than 60% of, respectively, 
the then outstanding shares of common stock of the corporation resulting from 
such reorganization, merger or consolidation and the combined voting power of 
the then outstanding voting securities of such corporation entitled to vote 
generally in the election of directors is then beneficially owned, directly 
or indirectly, by all or substantially all of the individuals and entities 
who where the beneficial owners, respectively, of the Outstanding Company 
Common Stock and Outstanding Company Voting Securities immediately prior to 
such reorganization, merger or consolidation in substantially the same 
proportions as their ownership, 

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immediately prior to such reorganization, merger or consolidation, of the 
Outstanding Company Common Stock and Outstanding Company Voting Securities, 
as the case may be, (ii) no Person [excluding the Company, any Specified 
Stockholder, any employee benefit plan (or related trust) of the Company or 
such corporation resulting from such reorganization, merger or consolidation 
and any Person beneficially owning, immediately prior to such reorganization, 
merger or consolidation, directly or indirectly, 20% or more of the 
Outstanding Company Common Stock or Outstanding Voting Securities, as the case 
may be] beneficially owns, directly or indirectly, 20% or more, respectively, 
of the then outstanding shares of common stock of the corporation resulting 
from such reorganization, merger or consolidation or the combined voting power 
of the then outstanding voting securities of such corporation, entitled to vote 
generally in the election of directors and (iii) at least a majority of the 
members of the board of directors of the corporation resulting from such 
reorganization, merger or consolidation were members of the Incumbent Board 
at the time of the execution of the initial agreement providing for such 
reorganization, merger or consolidation; or

              (d)    Approval by the shareholders of the Company of (i) a 
complete liquidation or dissolution of the Company or (ii) the sale or other 
disposition of all or substantially all of the assets of the Company, other 
than to a corporation with respect to which following such sale or other 
disposition (A) more than 60% of, respectively, the then outstanding shares 
of common stock of such corporation and the combined voting power of the then 
outstanding voting securities of such corporation entitled to vote generally 
in the election of directors is then beneficially owned, directly or 
indirectly, by all or substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the Outstanding Company Common 
Stock and Outstanding Company Voting Securities immediately prior to such 
sale or other disposition in substantially the same proportion as their 
ownership, immediately prior to such sale or other disposition, of the 
Outstanding Company Common Stock and Outstanding Company Voting Securities, 
as the case may be, (B) no Person [excluding the Company, any Specified 
Stockholder, any employee benefit plan (or related trust) of the Company or 
such corporation and any Person beneficially owning, immediately prior to such 
sale or other disposition, directly or indirectly, 20% or more of the 
Outstanding Company Common Stock or Outstanding Company Voting Securities, as 
the case may be] beneficially owns, directly or indirectly, 20% or more of, 
respectively, the then outstanding shares of common stock of such corporation 
and the combined voting power of the then outstanding voting securities of such 
corporation entitled to vote generally in the election of directors and (C) at 
least a majority of the members of the board of directors of such corporation 
where members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition 
of assets of the Company.  

       3.     EMPLOYMENT AGREEMENT.  The Company hereby agrees to continue 
the Executive in its employ in accordance with the terms and provisions of 
this Agreement, for the Employment Period.

       4.     TERMS OF EMPLOYMENT.  (a)  POSITION AND DUTIES.  (i) During the 
Employment Period, (A) the Executive's position (including status, offices, 
titles and reporting requirements), authority, duties and responsibilities 
shall be at least commensurate in all material respects with the most 
significant of those held, exercised and assigned at any time during the 
90-day period immediately preceding the later of the Effective Date, the most 
recent Renewal Date or a Change of Control, if any, (the "Applicable Date") 
and (B) the Executive's services shall be performed at the 

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location where the Executive was employed immediately preceding the 
Applicable Date or any office which is the headquarters of the Company and is 
less than 35 miles from such location.

                     (ii)   During the Employment Period, and excluding any 
periods of vacation and sick leave to which the Executive is entitled, the 
Executive agrees to devote reasonable attention and time during normal 
business hours to the business and affairs of the Company.  During the 
Employment Period it shall not be a violation of this Agreement for the 
Executive to (A) serve on corporate, civic or charitable boards or 
committees, (B) deliver lectures, fulfill speaking engagements or teach at 
educational institutions and (C) manage personal investments, so long as such 
activities do not significantly interfere with the performance of the 
Executive's responsibilities as an employee of the Company in accordance with 
this Agreement; provided Executive may not serve on the board of a publicly 
traded for profit corporation or similar body of a publicly traded for profit 
business organized in other than corporate form without the consent of the 
Compensation Committee of the Board of Directors of the Company.  It is 
expressly understood and agreed that to the extent that any such activities 
have been conducted by the Executive prior to the Applicable Date, the 
continued conduct of such activities (or the conduct of activities similar in 
nature and scope thereto) subsequent to the Applicable Date shall not 
thereafter be deemed to interfere with the performance of the Executive's 
responsibilities to the Company.

              (b)    COMPENSATION.  (i)   BASE SALARY.  During the Employment 
Period, the Executive shall receive an annual base salary ("Annual Base 
Salary"), which shall be paid on a monthly basis, at least equal to twelve 
times the highest  monthly base salary paid or payable to the Executive by 
the Company and its affiliated companies in respect of the twelve-month 
period immediately preceding the month in which the Applicable Date occurs.  
During the Employment Period, the Annual Base Salary shall be reviewed at 
least annually and may be increased at any time and from time to time as 
shall be substantially consistent with increases in base salary generally 
awarded in the ordinary course of business to other executives of the Company 
and its affiliated companies.  Any increase in Annual Base Salary shall not 
serve to limit or reduce any other obligation to the Executive under this 
Agreement.  As used in this Agreement, the term "affiliated companies" shall 
include any company controlled by, controlling or under common control with 
the Company.

                     (ii)   ANNUAL BONUS.  In addition to Annual Base Salary, 
the Executive may be awarded at the discretion of the Company for any fiscal 
year ending during the Employment Period, a bonus.  

                     (iii)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  During 
the Employment Period, the Executive shall be entitled to participate in all 
incentive, savings and retirement plans, practices, policies and programs 
applicable generally to other executives of the Company and its affiliated 
companies.  Such plans, practices, policies and programs shall provide the 
Executive with incentive opportunities (measured with respect to both regular 
and special incentive opportunities, to the extent, if any, that such 
distinction is applicable), savings opportunities and retirement benefit 
opportunities, in each case, equal to the most favorable of those provided by 
the Company and its affiliated companies for the Executive under such plans, 
practices, policies and programs as in effect at any time during the 90-day 
period immediately preceding the Applicable Date.

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                     (iv)   WELFARE BENEFIT PLANS.  During the Employment 
Period, the Executive and/or the Executive's family, as the case may be, 
shall be eligible for participation in and shall receive all benefits under 
welfare benefit plans, practices, policies and programs provided by the 
Company and its affiliated companies (including, without limitation, medical, 
prescription, dental, disability, salary continuance, employee life, group 
life, accidental death and travel accident insurance plans and programs) to 
the extent applicable generally to other executives of the Company and its 
affiliated companies.  Such plans, practices, policies and programs shall 
provide the Executive with benefits which are equal, in the aggregate, to the 
most favorable of such plans, practices, policies and programs in effect for 
the Executive at any time during the 90-day period immediately preceding the 
Applicable Date.  

                     (v)    EXPENSES.  During the Employment Period, the 
Executive shall be entitled to receive prompt reimbursement for all 
reasonable expenses incurred by the Executive in accordance with the most 
favorable policies, practices and procedures of the Company and its 
affiliated companies in effect for the Executive at any time during the 
90-day period immediately preceding the Applicable Date.  

                     (vi)   FRINGE BENEFITS.  During the Employment Period, 
the Executive shall be entitled to fringe benefits in accordance with the 
most favorable plans, practices, programs and policies of the Company and its 
affiliated companies in effect for the Executive at any time during the 
90-day period immediately preceding the Applicable Date.

                     (vii)  OFFICE AND SUPPORT STAFF.  During the Employment 
Period, the Executive shall be entitled to an office or offices of a size and 
with furnishings and other appointments, and to personal secretarial and 
other assistance, at least equal to the most favorable of the foregoing 
provided to the Executive by the Company and its affiliated companies at any 
time during the 90-day period immediately preceding the Applicable Date.

                     (viii) VACATION.  During the Employment Period, the 
Executive shall be entitled to paid vacation in accordance with the most 
favorable plans, policies, programs and practices of the Company and its 
affiliated companies as in effect for the Executive at any time during the 
90-day period immediately preceding the Applicable Date.  

       5.     TERMINATION OF EMPLOYMENT.  (a)  DEATH OR DISABILITY.  The 
Executive's employment shall terminate automatically upon the Executive's 
death during the Employment Period.  If the Company determines in good faith 
that the Disability of the Executive has occurred during the Employment 
Period (pursuant to the definition of Disability set forth below), it may 
give to the Executive written notice in accordance with Section 12(c) of this 
Agreement of its intention to terminate the Executive's employment.  In such 
event, the Executive's employment with the Company shall terminate effective 
on the 30th day after receipt of such notice by the Executive (the 
"Disability Effective Date"), provided that, within the 30 days after such 
receipt, the Executive shall not have returned to full-time performance of 
the Executive's duties.  For purposes of this Agreement, "Disability" shall 
mean the absence of the Executive from the Executive's duties with the 
Company on a full-time basis for 180 consecutive business days as a result of 
incapacity due to mental or physical illness which is determined to be total 
and permanent by a physician selected by 

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the Company or its insurers and acceptable to the Executive or the 
Executive's legal representative (such agreement as to acceptability not to 
be withheld unreasonably).

              (b)    CAUSE.  The Company may terminate the Executive's 
employment during the Employment Period for Cause.  For purposes of this 
Agreement, "Cause" shall mean (i) a material violation by the Executive of 
the Executive's obligations under Section 4(a) of this Agreement (other than 
as a result of incapacity due to physical or mental illness) which is willful 
and deliberate on the Executive's part, which is committed in bad faith or 
without reasonable belief that such violation is in the best interests of the 
Company and which is not remedied in a reasonable period of time after 
receipt of written notice from the Company specifying such violation or (ii) 
the conviction of the Executive of a felony involving moral turpitude.

              (c)    GOOD REASON; WINDOW PERIOD; OTHER TERMINATIONS.  The 
Executive's employment may be terminated (i) during the Employment Period by 
the Executive for Good Reason, (ii) during the Window Period by the Executive 
without any reason or (iii) by Executive other than (A) for Good Reason or 
(B) during a Window Period.

              For purposes of this Agreement, the "Window Period" shall mean 
the 180-day period immediately following the date a Change of Control occurs. 
Anything in this Agreement to the contrary notwithstanding, if a Change of 
Control occurs and if the Executive's employment with the Company is 
terminated prior to the date on which the Change of Control occurs, and if it 
is reasonably demonstrated by the Executive that such termination of 
employment or cessation of status as an officer (i) was at the request of a 
third party who has taken steps reasonably calculated to effect the Change of 
Control or (ii) otherwise arose in connection with or anticipation of the 
Change of Control, then for all purposes of this Agreement the "date a Change 
of Control occurs" shall mean the date immediately prior to the date of such 
termination of employment or cessation of status as an officer.

              For purposes of this Agreement, "Good Reason" shall mean

              (i)    the assignment to the Executive of any duties 
inconsistent with the Executive's position (including status, offices, titles 
and reporting requirements), authority, duties or responsibilities as 
contemplated by Section 4(a) of this Agreement, or any other action by the 
Company which results in a diminution in such position, authority, duties or 
responsibilities excluding for this purpose an insubstantial or inadvertent 
action which is remedied by the Company promptly after receipt of notice 
thereof given by the Executive;

              (ii)   any failure by the Company to comply with any of the 
provisions of Section 4(b) of this Agreement, other than an insubstantial or 
inadvertent failure which is remedied by the Company promptly after receipt 
of notice thereof given by the Executive;

              (iii)  the Company's requiring the Executive to be based at any 
office or location other than that described in Section 4(a)(i)(B) hereof;  

              (iv)  any purported termination by the Company of the 
Executive's employment otherwise than as expressly permitted by this 
Agreement; or 

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              (v)    any failure by the Company to comply with and satisfy 
Section 11(c) of this Agreement.

              (d)    NOTICE OF TERMINATION.  Any termination by the Company 
for Cause, or by the Executive without any reason during the Window Period or 
for Good Reason, shall be communicated by Notice of Termination to the other 
party hereto given in accordance with Section 12(c) of this Agreement.  For 
purposes of this Agreement, a "Notice of Termination" means a written notice 
which (i) indicates the specific termination provision in this Agreement 
relied upon, (ii) to the extent applicable, sets forth in reasonable detail 
the facts and circumstances claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated and (iii) if the Date 
of Termination (as defined below) is other than the date of receipt of such 
notice, specifies the termination date (which date shall be not more than 
fifteen days after the giving of such notice).  The failure by the Executive 
or the Company to set forth in the Notice of Termination any fact or 
circumstance which contributes to a showing of Good Reason or Cause shall not 
waive any right of the Executive or the Company hereunder or preclude the 
Executive or the Company from asserting such fact or circumstance in 
enforcing the Executive's or the Company's right hereunder.

              (e)    DATE OF TERMINATION.  "Date of Termination" means (i) if 
the Executive's employment is terminated by the Company for Cause, or by the 
Executive during the Window Period or for Good Reason, the date of receipt of 
the Notice of Termination or any later date specified therein, as the case 
may be, (ii) if the Executive's employment is terminated by the Company other 
than for Cause or Disability, the Date of Termination shall be the date on 
which the Company notifies the Executive of such termination, (iii) if the 
Executive's employment is terminated by reason of death or Disability, the 
Date of Termination shall be the date of death of the Executive or the 
Disability Effective Date, as the case may be, and (iv) if the Executive's 
employment is terminated by the Executive other than for Good Reason or 
during a Window Period, the date of the receipt of the Notice of Termination 
or any later date specified therein.  

              6.     OBLIGATIONS OF THE COMPANY UPON TERMINATION.

              (a)    GOOD REASON OR DURING THE WINDOW PERIOD; OTHER THAN FOR 
CAUSE, DEATH OR DISABILITY.  If, during the Employment Period, the Company 
shall terminate the Executive's employment other than for Cause or Disability 
or the Executive shall terminate employment either for Good Reason or without 
any reason during the Window Period:

              (i)    the Company shall pay to the Executive in a lump sum in 
cash within 30 days after the Date of Termination the aggregate of the 
following amounts:

                     A.  the sum of (1) the Executive's Annual Base Salary 
through the Date of Termination to the extent not theretofore paid and (2) 
any compensation previously deferred by the Executive (together with any 
accrued interest or earnings thereon) and any accrued vacation pay, in each 
case to the extent not theretofore paid (the sum of the amounts described in 
clauses (1) and (2) shall be hereinafter referred to as the "Accrued 
Obligations"); and 

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                     B.  the amount (such amount shall be hereinafter 
referred to as the "Severance Amount") equal to the product of (1) three and 
(2) the sum of (x) the Executive's Annual Base Salary and (y) any bonus 
described in Section 4(b)(ii) paid or payable in respect of the most recently 
completed fiscal year of the Company; and, provided further, that such amount 
shall be reduced by the present value (determined as provided in Section 
280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code")) of 
any other amount of severance relating to salary or bonus continuation to be 
received by the Executive upon termination of employment of the Executive 
under any severance plan, severance policy or severance arrangement of the 
Company; and 

                     C.  a separate lump sum supplemental retirement benefit 
equal to the difference between (1) the actuarial equivalent (utilizing for 
this purpose the actuarial assumptions utilized with respect to the Employees 
Retirement Plan for Pogo Producing Company (or any successor plan thereto) 
(the "Retirement Plan") during the 90-day period immediately preceding the 
Applicable Date) of the benefit payable under the Retirement Plan and any 
supplemental and/or excess retirement plan of the Company and its affiliated 
companies providing benefits for the Executive (the "SERP") which the 
Executive would receive if the Executive's employment continued at the 
compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this 
Agreement for the remainder of the Employment Period, assuming for this 
purpose that all accrued benefits are fully vested and that benefit accrual 
formulas are no less advantageous to the Executive than those in effect 
during the 90-day period immediately preceding the Applicable Date, and (2) 
the actuarial equivalent (utilizing for this purpose the actuarial 
assumptions utilized with respect to the Retirement Plan during the 90-day 
period immediately preceding the Applicable Date) of the Executive's actual 
benefit (paid or payable), if any, under the Retirement Plan and the SERP 
(the amount of such benefit shall be hereinafter referred to as the 
"Supplemental Retirement Amount"); and 

              (ii)   for the remainder of the Employment Period, or such 
longer period as any plan, program, practice or policy may provide, the 
Company shall continue benefits to the Executive and/or the Executive's 
family at least equal to those which would have been provided to them in 
accordance with the plans, programs, practices and policies described in 
Section 4(b)(iv) of this Agreement if the Executive's employment had not been 
terminated in accordance with the most favorable plans, practices, programs 
or policies of the Company and its affiliated companies as in effect and 
applicable generally to other executives and their families during the 90-day 
period immediately preceding the Applicable Date, provided, however, that if 
the Executive becomes reemployed with another employer and is eligible to 
receive medical or other welfare benefits under another employer provided 
plan, the medical and other welfare benefits described herein shall be 
secondary to those provided under such other plan during such applicable 
period of eligibility (such continuation of such benefits for the applicable 
period herein set forth shall be hereinafter referred to as "Welfare Benefit 
Continuation").  For purposes of determining eligibility of the Executive for 
retiree benefits pursuant to such plans, practices, programs and policies, 
the Executive shall be considered to have remained employed until the end of 
the Employment Period and to have retired on the last day of such period; and 

              (iii)  to the extent not theretofore paid or provided, the 
Company shall timely pay or provide to the Executive and/or the Executive's 
family any other amounts or benefits required to 

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be paid or provided or which the Executive and/or the Executive's family is 
eligible to receive pursuant to this Agreement and under any plan, program, 
policy or practice or contract or agreement of the Company and its affiliated 
companies as in effect and applicable generally to other executives and their 
families during the 90-day period immediately preceding the Applicable Date 
(such other amounts and benefits shall be hereinafter referred to as the 
"Other Benefits").  

              (b)    DEATH.  If the Executive's employment is terminated by 
reason of the Executive's death during the Employment Period, this Agreement 
shall terminate without further obligations to the Executive's legal 
representatives under this Agreement, other than for (i) payment of Accrued 
Obligations (which shall be paid to the Executive's estate or beneficiary, as 
applicable, in a lump sum in cash within 30 days of the Date of Termination) 
and the timely payment or provision of the Welfare Benefit Continuation and 
Other Benefits and (ii) payment to the Executive's estate or beneficiary, as 
applicable, in a lump sum in cash within 30 days of the Date of Termination 
of an amount equal to the sum of the Severance Amount and the Supplemental 
Retirement Amount.

              (c)    DISABILITY.  If the Executive's employment is terminated 
by reason of the Executive's Disability during the Employment Period, this 
Agreement shall terminate without further obligations to the Executive, other 
than for (i) payment of Accrued Obligations (which shall be paid to the 
Executive in a lump sum in cash within 30 days of the Date of Termination) 
and the timely payment or provision of the Welfare Benefit Continuation and 
Other Benefits (excluding, in each case, Disability Benefits (as defined 
below)) and (ii) payment to the Executive in a lump sum in cash within 30 
days of the Date of Termination of an amount equal to the greater of (A) the 
sum of the Severance Amount and the Supplemental Retirement Amount and (B) 
the present value (determined as provided in Section 280G(d)(4) of the Code) 
of any cash amount to be received by the Executive as a disability benefit 
pursuant to the terms of any long term disability plan, policy or arrangement 
of the Company and its affiliated companies, but not including any proceeds 
of disability insurance covering the Executive to the extent paid for on a 
contributory basis by the Executive (which shall be paid in any event as an 
Other Benefit) (the benefits included in this clause (B) shall be hereinafter 
referred to as the "Disability Benefits").

              (d)    CAUSE; BY EXECUTIVE OTHER THAN FOR GOOD REASON AND OTHER 
THAN DURING A WINDOW PERIOD.  If the Executive's employment shall be 
terminated for Cause during the Employment Period, this Agreement shall 
terminate without further obligations to the Executive other than the 
obligation to pay to the Executive Annual Base Salary through the Date of 
Termination plus the amount of any compensation previously deferred by the 
Executive, in each case to the extent theretofore unpaid.  If the Executive 
terminates employment during the Employment Period, excluding a termination 
either for Good Reason or without any reason during the Window Period, this 
Agreement shall terminate without further obligations to the Executive, other 
than for Accrued Obligations and the timely payment or provision of Other 
Benefits.  In such case, all Accrued Obligations shall be paid to the 
Executive in a lump sum in cash within 30 days of the Date of Termination.

       7.     NON-EXCLUSIVITY OF RIGHTS.  Except as provided in Section 
6(a)(ii), 6(b) and 6(c) of this Agreement, nothing in this Agreement shall 
prevent or limit the Executive's continuing or future participation in any 
plan, program, policy or practice provided by the Company or any of its 

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affiliated companies and for which the Executive may qualify, nor shall 
anything herein limit or otherwise affect such rights as the Executive may 
have under any contract or agreement with the Company or any of its 
affiliated companies. Amounts which are vested benefits or which the 
Executive is otherwise entitled to receive under any plan, policy, practice 
or program of or any contract or agreement with the Company or any of its 
affiliated companies at or subsequent to the Date of Termination shall be 
payable in accordance with such plan, policy, practice or program or contract 
or agreement except as explicitly modified by this Agreement.

       8.     FULL SETTLEMENT; RESOLUTION OF DISPUTES.  (a) The Company's 
obligation to make payments provided for in this Agreement and otherwise to 
perform its obligations hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, right or action which the 
Company may have against the Executive or others.  In no event shall the 
Executive be obligated to seek other employment or take any other action by 
way of mitigation of the amounts payable to the Executive under any of the 
provisions of this Agreement and, except as provided in Section 6(a)(ii) of 
this Agreement, such amounts shall not be reduced whether or not the 
Executive obtains other employment.  If there is any contest by the Company 
concerning the Payments or benefits to be provided to the Executive hereunder 
whether through litigation, arbitration or mediation, or with respect to the 
validity or enforceability of, or liability under, any provision of this 
Agreement or any guarantee of performance thereof, and the Executive is the 
prevailing party, the Company agrees to pay promptly upon conclusion of the 
contest all legal fees and expenses which the Executive may reasonably have 
incurred.

              (b)    If there shall be any dispute between the Company and 
the Executive (i) in the event of any termination of the Executive's 
employment by the Company, whether such termination was for Cause, or (ii) in 
the event of any termination of employment by the Executive, whether Good 
Reason existed, then, unless and until there is a final, nonappealable 
judgment by a court of competent jurisdiction declaring that such termination 
was for Cause or that Good Reason did not exist, the Company shall pay all 
amounts, and provide all benefits, to the Executive and/or the Executive's 
family or other beneficiaries, as the case may be, that the Company would be 
required to pay or provide pursuant to Section 6(a) hereof as though such 
termination were by the Company without Cause or by the Executive with Good 
Reason; provided, however, that the Company shall not be required to pay any 
disputed amounts pursuant to this paragraph except upon receipt of an 
undertaking (which need not be secured) by or on behalf of the Executive to 
repay all such amounts to which the Executive is ultimately adjudged by such 
court not to be entitled.

       9.     CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.  (a) Anything in 
this Agreement to the contrary notwithstanding, in the event it shall be 
determined that any payment or distribution by the Company to or for the 
benefit of the Executive (whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement or otherwise, but 
determined without regard to any additional payments required under this 
Section 9) (a "Payment") would be subject to the excise tax imposed by 
Section 4999 of the Code or any interest or penalties are incurred by the 
Executive with respect to such excise tax (such excise tax, together with any 
such interest and penalties, are hereinafter collectively referred to as the 
"Excise Tax"), then the Executive shall be entitled to receive an additional 
payment (a "Gross-Up Payment") in an amount such that after payment by the 
Executive of all taxes (including any interest or penalties imposed with 
respect to such taxes), including, without limitation, any income taxes (and 
any interest and penalties imposed 

                                      -10-
<PAGE>

with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the 
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax 
imposed upon the Payments.

              (b)    Subject to the provisions of Section 9(c), all 
determinations required to be made under this Section 9, including whether 
and when Gross-Up Payment is required and the amount of such Gross-Up Payment 
and the assumptions to be utilized in arriving at such determination, shall 
be made by Arthur Andersen LLP (the "Accounting Firm") which shall provide 
detailed supporting calculations both to the Company and the Executive within 
15 business days of the receipt of notice from the Executive that there has 
been a Payment, or such earlier time as is requested by the Company.  In the 
event that the Accounting Firm is serving as accountant or auditor for the 
individual, entity or group effecting the Change of Control, the Executive 
shall appoint another nationally recognized accounting firm to make the 
determinations required hereunder (which accounting firm shall then be 
referred to as the Accounting Firm hereunder).  All fees and expenses of the 
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, 
as determined pursuant to this Section 9, shall be paid by the Company to the 
Executive within five days of the receipt of the Accounting Firm's 
determination.  If the Accounting Firm determines that no Excise Tax is 
payable by the Executive, it shall furnish the Executive with a written 
opinion that failure to report the Excise Tax on the Executive's applicable 
federal income tax return would not result in the imposition of a negligence 
or similar penalty.  Any determination by the Accounting Firm shall be 
binding upon the Company and the Executive.  As a result of the uncertainty 
in the application of Section 4999 of the Code at the time of the initial 
determination by the Accounting Firm hereunder, it is possible that Gross-Up 
Payments which will not have been made by the Company should have been made 
("Underpayment"), consistent with the calculations required to be made 
hereunder.  In the event that the Company exhausts its remedies pursuant to 
Section 9(c) and the Executive thereafter is required to make a payment of 
any Excise Tax, the Accounting Firm shall determine the amount of the 
Underpayment that has occurred and any such Underpayment shall be promptly 
paid by the Company to or for the benefit of the Executive.

              (c)    The Executive shall notify the Company in writing of any 
claims by the Internal Revenue Service that, if successful, would require the 
payment by the Company of the Gross-Up Payment.  Such notification shall be 
given as soon as practicable but no later than ten business days after the 
Executive is informed in writing of such claim and shall apprise the Company 
of the nature of such claim and the date on which such claim is requested to 
be paid.  The Executive shall not pay such claim prior to the expiration of 
the 30-day period following the date on which it gives such notice to the 
Company (or such shorter period ending on the date that any payment of taxes 
with respect to such claim is due).  If the Company notifies the Executive in 
writing prior to the expiration of such period that it desires to contest 
such claim, the Executive shall:

              (i)    give the Company any information reasonably requested by 
the Company relating to such claim,

              (ii)   take such action in connection with contesting such 
claim as the Company shall reasonably request in writing from time to time, 
including, without limitation, accepting legal representation with respect to 
such claim by an attorney reasonably selected by the Company,

                                      -11-
<PAGE>

              (iii)  cooperate with the Company in good faith in order 
effectively to contest such claim, and

              (iv)   permit the Company to participate in any proceedings 
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and 
expenses (including additional interest and penalties) incurred in connection 
with such contest and shall indemnify and hold the Executive harmless, on an 
after-tax basis, for any Excise Tax or income tax (including interest and 
penalties with respect thereto) imposed as a result of such representation 
and payment of costs and expenses.  Without limitation on the foregoing 
provisions of this Section 9(c), the Company shall control all proceedings 
taken in connection with such contest and, at its sole option, may pursue or 
forego any and all administrative appeals, proceedings, hearings and 
conferences with the taxing authority in respect of such claim and may, at 
its sole option, either direct the Executive to pay the tax claimed and sue 
for a refund or contest the claim in any permissible manner, and the 
Executive agrees to prosecute such contest to a determination before any 
administrative tribunal, in a court of initial jurisdiction and in one or 
more appellate courts, as the Company shall determine; provided, however, 
that if the Company directs the Executive to pay such claim and sue for a 
refund, the Company shall advance the amount of such payment to the 
Executive, on an interest-free basis and shall indemnify and hold the 
Executive harmless, on an after-tax basis, from any Excise Tax or income tax 
(including interest or penalties with respect thereto) imposed with respect 
to such advance or with respect to any imputed income with respect to such 
advance; and further provided that any extension of the statute of 
limitations relating to payment of taxes for the taxable year of the 
Executive with respect to which such contested amount is claimed to be due is 
limited solely to such contested amount.  Furthermore, the Company's control 
of the contest shall be limited to issues with respect to which a Gross-Up 
Payment would be payable hereunder and the Executive shall be entitled to 
settle or contest, as the case may be, any other issue raised by the Internal 
Revenue Service or any other taxing authority.

              (d)    If, after the receipt by the Executive of an amount 
advanced by the Company pursuant to Section (c), the Executive becomes 
entitled to receive any refund with respect to such claim, the Executive 
shall (subject to the Company's complying with the requirements of Section 
9(c)) promptly pay to the Company the amount of such refund (together with 
any interest paid or credited thereon after taxes applicable thereto).  If, 
after the receipt by the Executive of an amount advanced by the Company 
pursuant to Section 9(c), a determination is made that the Executive shall 
not be entitled to any refund with respect to such claim and the Company does 
not notify the Executive in writing of its intent to contest such denial of 
refund prior to the expiration of 30 days after such determination, then such 
advance shall be forgiven and shall not be required to be repaid and the 
amount of such advance shall be offset, to the extent thereof, the amount of 
Gross-Up Payment required to be paid.

       10.    CONFIDENTIAL INFORMATION.  The Executive shall hold in a 
fiduciary capacity for the benefit of the Company all secret or confidential 
information, knowledge or data relating to the Company or any of its 
affiliated companies, and their respective businesses, which shall have been 
obtained by the Executive during the Executive's employment by the Company or 
any of its affiliated companies and which shall not be or become public 
knowledge (other than by acts by the Executive or representatives of the 
Executive in violation of this Agreement).  After termination of 

                                      -12-
<PAGE>

the Executive's employment with the Company, the Executive shall not, without 
the prior written consent of the Company or as may otherwise be required by 
law or legal process, communicate or divulge any such information, knowledge 
or data to anyone other than the Company and those designated by it.  In no 
event shall an asserted violation of the provisions of this Section 10 
constitute a basis for deferring or withholding any amounts otherwise payable 
to the Executive under this Agreement.

       11.    SUCCESSORS.  (a) This Agreement is personal to the Executive 
and without the prior written consent of the Company shall not be assignable 
by the Executive otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Executive's legal representatives.  

              (b)    This Agreement shall inure to the benefit of and be 
binding upon the Company and its successors and assigns.  

              (c)    The Company will require any successor (whether direct 
or indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company to assume 
expressly and agree to perform this Agreement in the same manner and to the 
same extent that the Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, "Company" shall mean 
the Company as hereinbefore defined and any successor to its business and/or 
assets as aforesaid which assumes and agrees to perform this Agreement by 
operation of law, or otherwise.

       12.    MISCELLANEOUS.  (a) This Agreement shall be an unfunded 
obligation of the Company.

              (b)    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO 
PRINCIPLES OF CONFLICT OF LAWS.  The captions of this Agreement are not part 
of the provisions hereof and shall have no force or effect.  This Agreement 
may not be amended or modified otherwise than by a written agreement executed 
by the parties hereto or their respective successors and legal 
representatives.

              (c)    All notices and other communications hereunder shall be 
in writing and shall be given by hand delivery to the other party or by 
registered or certified mail, return receipt requested, postage prepaid, 
addressed as follows:

              IF TO THE EXECUTIVE:  

              Stephen R. Brunner
              6119 Palm Ridge Court
              Kingwood, Texas  77345

                                      -13-
<PAGE>

              IF TO THE COMPANY:

              Pogo Producing Company
              P.O. Box 2504
              Houston, Texas 77252-2504
              Attention: Senior Vice President and
                          Chief Administrative Officer


or to such other address as either party shall have furnished to the other in 
writing in accordance herewith.  Notice and communications shall be effective 
when actually received by the addressee.

              (d)    The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement.

              (e)    The Company may withhold from any amounts payable under 
this Agreement such Federal, state or local taxes as shall be required to be 
withheld pursuant to any applicable law or regulation.

              (f)    The Executive's or the Company's failure to insist upon 
strict compliance with any provision hereof or any other provision of this 
Agreement or the failure to assert any right the Executive or the Company may 
have hereunder, including, without limitation, the right of the Executive to 
terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this 
Agreement, shall not be deemed to be a waiver of such provision or right or 
any other provision or right of this Agreement.

              IN WITNESS WHEREOF, the Executive has hereunto set the 
Executive's hand and, pursuant to the authorization from its Board of 
Directors, the Company has caused these presents to be executed in its name 
on its behalf, all as of the day and year first above written.

                                                 /s/ STEPHEN R. BRUNNER
                                                 ----------------------
_
                                                 




                                                 POGO PRODUCING COMPANY




                                                 By: /s/ PAUL G. VAN WAGENEN
                                                     -----------------------

                                      -14-