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            EXTENSION AGREEMENT TO CONTINUE EMPLOYMENT AGREEMENT
                  BETWEEN JERRY A. COOPER ("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.

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                  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
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Assistant Corporate Secretary

                                            EMPLOYEE:

                                            /s/ JERRY A. COOPER
                                            -------------------