AMENDMENT TO

                              EMPLOYMENT AGREEMENT

         WHEREAS, SEAGULL ENERGY CORPORATION ("Company") and JAMES T.
HACKETT ("Executive") have heretofore entered into an Employment Agreement (the
"Agreement"), which was effective as of September 16, 1998; and

         WHEREAS, Company and Executive desire to amend the Agreement in certain
respects,   contingent  on,  and  effective   upon,  the   consummation  of  the
transactions  (the  "Merger")  contemplated  by the Agreement and Plan of Merger
between  Company and Ocean  Energy,  Inc.  dated as of November 24, 1998, as the
same may be amended from time to time (the "Merger Agreement");

         NOW, THEREFORE, Company and Executive agree that the Agreement shall be
amended as follows,  effective as of the Merger Effective Time (which shall have
the same meaning as the term "Effective Time" in the Merger Agreement):

         1. The second  sentence  of  paragraph  1.2 of the  Agreement  shall be
deleted; provided,  however, that if Executive is not elected as Chairman of the
Board of Directors of Company (or a successor to Company or any  publicly-traded
parent (as such term is  hereinafter  defined)  of Company or any  successor  of
Company)  prior to the date that is eighteen  months after the Merger  Effective
Time, the failure to elect  Executive to such position or the failure to reelect
Executive to such position or the removal of Executive  from such position shall
be deemed to  constitute  a failure  described  in  paragraph  2.3(i)(C)  of the
Agreement  and an  Involuntary  Termination  (as  such  term is  defined  in the
Severance  Agreement dated August 25, 1998 between  Company and Executive).  The
term "parent" shall mean any corporation, partnership, limited liability company
or other entity that owns shares of the capital stock of Company with at least a
majority of the voting power of Company's outstanding shares of capital stock.

         2. A new paragraph 3.10 shall be added to Article III of the Agreement:

                  "3.10 Effect of Merger.  Notwithstanding any provision in this
         Agreement to the contrary,  the consummation of the  transactions  (the
         "Merger")  contemplated  by the  Agreement  and Plan of Merger  between
         Company and Ocean  Energy,  Inc.  dated as of November 24, 1998, as the
         same may be amended from time to time (the "Merger  Agreement"),  shall
         be deemed to be a "change of control" with respect to Executive for all
         purposes under this Agreement,  the Severance Agreement,  the 1995 Plan
         and the 1998 Plan."

         3.  Paragraph 5.2 of the  Agreement  shall be deleted and the following
shall be substituted therefor:

                  "5.2     Noncompetition.  Executive shall not, directly or
                           indirectly for Executive or for others, in any
                           geographic area or market where Company or any of

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         its  affiliates are conducting any business or have during the previous
         twelve months conducted such business:

                           (i)      engage in any business competitive with the 
                  business conducted by Company; or

                           (ii)  render  advice or  services  to,  or  otherwise
                  assist,  any  other  person,  association,  or  entity  who is
                  engaged,  directly or indirectly,  in any business competitive
                  with the  business  conducted  by Company with respect to such
                  competitive business.

         These noncompetition obligations shall apply (A) during the period that
         Executive  is  employed  by  Company,   (B)  during  any  period  after
         Executive's   termination   of  employment  by  Company  for  a  reason
         encompassed  by paragraph  2.2(ii) when Company is providing  Executive
         with Termination  Benefits  pursuant to Article 7, and (C) if Executive
         terminates  his  employment  with Company for a reason  encompassed  by
         paragraph 2.3(ii) prior to the earlier of (1) the second anniversary of
         the  Effective  Date or (2) the date that is eighteen  months after the
         Merger  Effective Time,  during the two-year  period  commencing on the
         date of Executive's termination of employment."

         4. As amended  hereby,  the  Agreement  is  specifically  ratified  and
reaffirmed.  If the Merger  Agreement is terminated  without the consummation of
the transactions contemplated thereby, this Amendment shall be null and void and
of no effect.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment on
the 24th day of November, 1998 to be effective as of the Merger Effective Time.

                                    SEAGULL ENERGY CORPORATION

                                    By:____________________________________
                                       Name:  William L. Transier
                                       Title: Executive Vice President and

                             Chief Financial Officer

                                                                       "COMPANY"

                                    -------------------------------------------
                                    James T. Hackett

                                                                     "EXECUTIVE"

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