OCEAN ENERGY, INC.
                             1999 CHANGE OF CONTROL

                                 SEVERANCE PLAN

     The OCEAN ENERGY,  INC. 1999 CHANGE OF CONTROL  SEVERANCE PLAN (the "Plan")
is hereby  adopted  pursuant to the  authorization  of the Board of Directors of
OCEAN  ENERGY,  INC.  (a  Louisiana  Corporation)  (the  "Company").   The  Plan
supercedes and replaces in full any severance plan,  practice or policy (written
or oral) of the Company existing with respect to Covered  Employees prior to the
Effective Date.

                                       I.

                          DEFINITIONS AND CONSTRUCTION

         1.1  Definitions.  Where the following  words and phrases appear in the
Plan,  they shall have the  respective  meanings set forth  below,  unless their
context clearly indicates to the contrary.

                  (a)      "Board" shall mean the Board of Directors of the
                           Company.

                  (b)      "Change in Duties" shall mean the occurrence,  within
                           two  years  after  the date  upon  which a Change  of
                           Control occurs, of any one or more of the following:

                           (1) with  respect to a Covered  Employee of Severance
                  Level A, a significant reduction in the duties of such Covered
                  Employee from those applicable to him immediately prior to the
                  date on which a Change of Control occurs;

                           (2) a reduction in a Covered Employee's annual salary
                  from that  provided  to him  immediately  prior to the date on
                  which a Change of Control occurs;

                           (3) a change in the location of a Covered  Employee's
                  principal  place of employment by the Employer by more than 50
                  miles  from the  location  where he was  principally  employed
                  immediately  prior to the date on  which a Change  of  Control
                  occurs.

                  (c) "Change of Control" shall mean  consummation of the merger
         contemplated  by the Agreement & Plan of Merger between  Seagull Energy
         Corporation and Ocean Energy, Inc. dated as of November 24, 1998.

                  (d) "Code"  shall mean the Internal  Revenue Code of 1986,  as
         amended.

                  (e)  "Committee"  shall  mean  the  Administration   Committee
         appointed by the Board to administer this Plan.

<PAGE>

                                                        -11-

                  (f)  "Company" shall mean Ocean Energy, Inc. (a Louisiana 
         Corporation).

                  (g)  "Compensation"  shall  mean the  greater of (1) a Covered
         Employee's annual salary plus his Severance Factor, if any, immediately
         prior to the date on which a Change of Control  occurs or (2) a Covered
         Employee's annual salary plus his Severance Factor, if any, at the time
         of his Involuntary Termination. "Three Months' Compensation" shall mean
         Compensation  divided  by 4.  "Semi-Monthly  Compensation"  shall  mean
         Compensation divided by 24.

                  (h) "Covered  Employee"  shall mean any individual who, on the
         date upon which a Change of  Control  occurs,  is a regular,  full-time
         salaried employee of the Employer or an hourly employee of the Employer
         who is  normally  scheduled  to work 550 or more hours per year,  other
         than (1) any  individual  whose terms of  employment  are governed by a
         collective  bargaining  agreement between a collective  bargaining unit
         and the Employer  unless such  agreement  provides for coverage of such
         individual  under  the  Plan,  (2) any  individual  who is a party to a
         written agreement with the Employer providing for severance payments or
         benefits upon such  individual's  termination  of  employment  with the
         Employer, (3) an employee who is classified as a temporary,  casual, or
         an independent contractor under the Employer's employment policies, and
         (4) an employee of a non-U.S. subsidiary unless said employee is a U.S.

         expatriate or third country national.

                  (i)  "Effective  Date" shall mean the date the Board  approves
         the Plan.

                  (j)  "Employer"  shall  mean  the  Company  and  Ocean  Energy
         Resources,  Inc.  and  each  eligible  organization  designated  as  an
         Employer in accordance with the provisions of Section 4.4 of the Plan.

                  (k) "ERISA" shall mean the Employee Retirement Income Security
         Act of 1974, as amended.

                  (l) "Involuntary  Termination" shall mean any termination of a
         Covered Employee's employment with the Employer which:

                           (1) does not result from a voluntary  resignation  by
                  the Covered  Employee  (other than a  resignation  pursuant to
                  Clause (2) of this Section 1.1(l)); or

                           (2) results from a resignation by a Covered  Employee
                  on or before  the date  which is sixty days after the date the
                  Covered Employee receives notice of a Change in Duties;

<PAGE>

         provided,  however,  that the term "Involuntary  Termination" shall not
         include a  Termination  for Cause or any  termination  as a result of a
         Covered Employee's death,  disability under circumstances entitling him
         to  benefits  under  the  Employer's   long-term   disability  plan  or
         Retirement.

                  (m) "Retirement" shall mean the Covered  Employee's  voluntary
         resignation on or after the date he reaches age sixty-five  (other than
         a  resignation  within  sixty days after the date the Covered  Employee
         receives  notice of a Change in Duties or a resignation  at the request
         of the Employer).

                  (n)  "Severance  Factor"  shall mean the  percentage of annual
         salary  for  a  Covered   Employee's   Severance  Level  determined  in
         accordance with the following schedule and expressed as a dollar amount
         which, when added to the annual salary,  results in the Compensation to
         be used in the severance benefit calculation.

<TABLE>

<S>                             <C>                                 <C>    

                                Severance Level                     Severance Factor

                                       A                                  38%
                                       B                                  30%
                                       C                                  25%
                                       D                                  18%
                                       E                                   0%
</TABLE>

                  (o) "Severance  Level" shall mean the following  category into
         which a Covered  Employee  is  designated  based on his  annual  salary
         immediately  prior to the date on which a Change of Control  occurs or,
         if greater, at the time of his Involuntary  Termination for the purpose
         of determining his severance benefit amount.

<TABLE>

<S>                          <C>                                <C>    

                             Severance Level                       Annual Salary

                                    A                           $140,000 and above

                                    B                           $114,900 - $139,999

                                    C                           $ 99,600 - $114,899

                                    D                           $ 68,000 - $ 99,599

                                    E                           Less than $ 68,000

</TABLE>

<PAGE>

                  (p)  "Termination  for Cause" shall mean any  termination of a
         Covered  Employee's  employment  with the  Employer  by  reason  of the
         Covered  Employee's  (1) gross  negligence  in the  performance  of the
         Covered  Employee's  duties  and  responsibilities,   which  negligence
         results in material harm to the business,  interests,  or reputation of
         the Employer, (2) violation of any material Employer policy, including,
         without  limitation,  the theft,  embezzlement or  misappropriation  or
         material  misuse of any  Employer  funds or  property,  (3) criminal or
         civil  conviction for a crime involving moral  turpitude,  (4) willfull
         and  continued  failure to perform  the Covered  Employee's  duties and
         responsibilities,  or (5) misconduct that, in the Employer's good faith
         determination,  is materially  harmful to the business,  interests,  or
         reputation of the Employer.

                  (q)  "Welfare  Benefit  Coverages"  shall  mean  the  medical,
         dental, life insurance, accidental death and dismemberment,  and vision
         coverages provided by the Employer to its active employees.

         1.2 Number and Gender.  Wherever  appropriate  herein, word used in the
singular shall be considered to include the plural and the plural to include the
singular. The masculine gender, where appearing in this Plan, shall be deemed to
include the feminine gender.

         1.3 Headings. The headings of Articles and Sections herein are included
solely for  convenience  and if there is any conflict  between such headings and
the text of the Plan, the text shall control.

                                       II.

                               SEVERANCE BENEFITS

         2.1  Severance  Benefits.  Subject to the  provisions  of  Section  2.2
hereof, if a Covered Employee's  employment by the Employer or successor thereto
shall be subject to an  Involuntary  Termination  which occurs  within two years
after the date upon which a Change of Control occurs,  then the Covered Employee
shall be entitled to the following severance benefits:

                  (a)      A lump sum cash payment in accordance with the 
                  following schedule:

<TABLE>

<S>                             <C>                         <C>

                                Severance Level                      Benefit Amount

                                       A                    2 x Compensation

                                       B                    1.5 x Compensation

                                       C                    1.25 x Compensation

                                       D                    1 x Compensation

                                       E Lesser of:

</TABLE>

<PAGE>

                                    (1)     the   sum   of   (A)    Semi-Monthly
                                            Compensation  as of his  Involuntary
                                            Termination  for each  full year and
                                            fraction   thereof   of   continuous
                                            employment  with the  Employer  as a
                                            Covered   Employee   from  his  most
                                            recent   date  of   hire,   and  (B)
                                            Semi-Monthly  Compensation  for each
                                            full   $10,000   increment  of  such
                                            Covered  Employee's annual salary at
                                            the   time   of   his    Involuntary
                                            Termination; provided, however, that
                                            in  no  event   shall  any   Covered
                                            Employee  receive  less  than  Three
                                            Months' Compensation; or

                                    (2)     1 x Compensation.

                  (b) A Covered  Employee  shall be  entitled  to  continue  the
         Welfare  Benefit  Coverages  for himself  and,  where  applicable,  his
         eligible dependents following his Involuntary  Termination for a number
         of months determined in accordance with the following schedule:

<TABLE>

<S>                             <C>                        <C>    

                                Severance Level                      Number of Months

                                       A                                      24

                                       B                                      18

                                       C                                      15

                                       D                                      12

                                       E                    The number of months
                                                            for    which    cash
                                                            payments   are  made
                                                            under  Paragraph (a)
                                                            above   (rounded  to
                                                            the nearest whole 
                                                            month if necessary);
</TABLE>

         provided however,  the Covered Employee must continue either to pay the
         premiums paid by active employees of the Employer for such coverages or
         to pay the actual  (nonsubsidized) cost of such coverages for which the
         Employer does not subsidize for active  employees.  Such benefit rights
         shall apply only to those Welfare Benefit  Coverages which the Employer
         has in  effect  from  time  to  time  for  active  employees,  and  the
         applicable  payments  shall adjust as premiums for active  employees of
         the Employer or actual costs, whichever is applicable,  change. Welfare
         Benefit  Coverage(s) shall immediately end upon the Covered  Employee's
         obtainment  of new  employment  and  eligibility  for  similar  Welfare
         Benefit   Coverage(s)   (with  the  Covered  Employee  being  obligated
         hereunder to promptly report such eligibility to the Employer). Nothing
         herein  shall be deemed to adversely  affect in any way the  additional
         rights,  after  consideration  of this  extension  period,  of  Covered
         Employees and their  eligible  dependents  to health care  continuation
         coverage as required pursuant to Part 6 of Title I of ERISA.

                  (c) A Covered  Employee of Severance Level A shall be entitled
         to receive  out-placement  services in  connection  with  obtaining new
         employment up to a maximum cost of $6,000.

<PAGE>

                  (d) The  severance  benefits  payable under this Plan shall be
         paid  to  a  Covered  Employee  at  the  time  he  receives  his  final
         termination pay, or as soon as administratively practicable thereafter,
         subject to the  conditions  set forth in Section  2.2 of the Plan.  Any
         severance benefits paid pursuant to this Section will be deemed to be a
         severance  payment and not  "Compensation"  for purposes of determining
         benefits under the Employer's  qualified  plans and shall be subject to
         any required tax withholding.

         2.2  Release  and Full  Settlement.  Anything  to the  contrary  herein
notwithstanding,  as a  condition  to  the  receipt  of  any  severance  payment
hereunder,  a Covered Employee whose employment by the Employer has been subject
to an  Involuntary  Termination  shall  first  execute  a  release,  in the form
established by the Committee,  releasing the  Committee,  the Employer,  and the
Employer's shareholders,  partners,  officers,  directors,  employees and agents
from any and all  claims  and from any and all  causes  of action of any kind or
character,  including but not limited to all claims or causes of action  arising
out of such Covered  Employee's  employment with the Employer or the termination
of such employment,  and the performance of the Employer's obligations hereunder
and the receipt of any benefits  provided  hereunder  by such  Covered  Employee
shall constitute full settlement of all such claims and causes of action.

         2.3  Mitigation.  A Covered  Employee shall not be required to mitigate
the amount of any  payment  provided  for in this  Article  II by seeking  other
employment  or  otherwise,  nor shall the amount of any payment  provided for in
this Article II be reduced by any  compensation or benefit earned by the Covered
Employee  as the result of  employment  by  another  employer  or by  retirement
benefits.  The benefits  under the Plan are in addition to any other benefits to
which a Covered Employee is otherwise  entitled.  Notwithstanding the foregoing,
in the event that salary  continuation or severance  payments are payable by the
Employer to a Covered Employee for any reason other than under this Plan ("Other
Severance  Payments"),  including,  but not limited to, under any other Employer
plan,  policy or  agreement,  other than a "plan"  within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended, or as a
result of the application of the Worker  Adjustment and Retraining  Notification
Act, 29 U.S.C.  Section 2101 et. seq.  (the "WARN  Act"),  or an election by the
Employer to make payments in lieu of notice as if the WARN Act applied,  whether
or not it does so apply, to any Involuntary  Termination of a Covered  Employee,
no  severance  payments  shall be payable as provided in Section  2.1(a) to such
Covered  Employee  except to the  extent  such  severance  payments  exceed  the
aggregate amount of Other Severance Payments payable to such Covered Employee.

         2.4  Severance  Pay Plan  Limitation.  This Plan is  intended  to be an
employee  welfare  benefit  plan within the meaning of section 3(1) of ERISA and
the Labor Department regulations promulgated thereunder.  Therefore, anything to
the  contrary  herein  notwithstanding,  in no event shall any Covered  Employee
receive total  payments  under the Plan that exceed the equivalent of twice such
Covered  Employee's  "annual  compensation"  (as such term is  defined in 29 CFR
Section  2510.3-2(b)(2))  during the year immediately  preceding his Involuntary
Termination.  If total  payments  under  the Plan to a  Covered  Employee  would
otherwise exceed the limitation in the preceding sentence, the amount payable to
such Covered  Employee  pursuant to Section  2.1(a) shall be reduced in order to
satisfy such limitation.

<PAGE>

         2.5  Certain  Additional  Payments  by  the  Employer.  Notwithstanding
anything  to the  contrary  in the  Plan,  in the  event  that  any  payment  or
distribution  by the  Employer  to or for the  benefit  of a  Covered  Employee,
whether paid or payable or distributed or distributable pursuant to the terms of
the Plan or otherwise (a "Payment"),  would be subject to the excise tax imposed
by Section 4999 of the Code or any  interest or  penalties  with respect to such
excise tax (such excise tax,  together with any such interest or penalties,  are
hereinafter  collectively  referred to as the "Excise Tax"),  the Employer shall
pay to the Covered Employee an additional  payment (a "Gross-up  Payment") in an
amount  such  that  after  payment  by the  Covered  Employee  of  all of  taxes
(including  any  interest or  penalties  imposed  with  respect to such  taxes),
including any Excise Tax imposed on any Gross-up  Payment,  the Covered Employee
retains an amount of the Gross-up  Payment  equal to the Excise Tax imposed upon
the  Payment.  The  Employer  and the  Covered  Employee  shall  make an initial
determination as to whether a Gross-up Payment is required and the amount of any
such Gross-up Payment. The Covered Employee shall notify the Employer in writing
of any claim by the Internal Revenue Service which, if successful, would require
the  Employer  to make a Gross-up  Payment  (or a Gross-up  Payment in excess of
that, if any,  initially  determined  by the Employer and the Covered  Employee)
within ten days of the  receipt of such claim.  The  Employer  shall  notify the
Covered  Employee  in  writing  at least  ten days  prior to the due date of any
response  required  with respect to such claim if it plans to contest the claim.
If the  Employer  decides to contest  such  claim,  the Covered  Employee  shall
cooperate  fully  with the  Employer  in such  action;  provided,  however,  the
Employer  shall  bear and pay  directly  or  indirectly  all costs and  expenses
(including  additional  interest and penalties) incurred in connection with such
action  and  shall  indemnify  and hold the  Covered  Employee  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 the Employer's  action.
If, as a result of the  Employer's  action with respect to a claim,  the Covered
Employee  receives a refund of any amount paid by the  Employer  with respect to
such claim, the Covered Employee shall promptly pay such refund to the Employer.
If the  Employer  fails to timely  notify the Covered  Employee  whether it will
contest such claim or the Employer  determines  not to contest such claim,  then
the Employer shall  immediately pay to the Covered  Employee the portion of such
claim, if any, which it has not previously paid to the Covered Employee.

                                      III.

                             ADMINISTRATION OF PLAN

         3.1 Committee's  Powers and Duties. It shall be a principal duty of the
Committee to see that the Plan is carried out, in accordance with its terms, for
the  exclusive  benefit of persons  entitled  to  participate  in the Plan.  The
Committee  shall be the named  fiduciary and shall have full power to administer
the Plan in all of its details,  subject to applicable  requirements of law. For
this purpose,  the Committee's powers shall include,  but not be limited to, the
following authority, in addition to all other powers provided by this Plan:

                  (a) to make and enforce such rules and regulations as it deems
         necessary or proper for the efficient administration of the Plan;

<PAGE>

                  (b) to interpret the Plan,  its  interpretation  thereof to be
         final and conclusive on all persons claiming benefits under the Plan;

                  (c) to  decide  all  questions  concerning  the Plan and 
         the  eligibility of any person to participate in the Plan;

                  (d) to make a determination as to the right of any person to a
         benefit under the Plan  (including,  without  limitation,  to determine
         whether and when there has been a termination  of a Covered  Employee's
         employment and the cause of such termination);

                  (e) to appoint such agents, counsel, accountants, consultants,
         claims  administrator and other persons as may be required to assist in
         administering the Plan;

                  (f) to allocate and delegate  its  responsibilities  under the
         Plan  and  to  designate   other  persons  to  carry  out  any  of  its
         responsibilities  under the Plan,  any such  allocation,  delegation or
         designation to be in writing;

                  (g) to sue or cause suit to be brought in the name of the

         Plan; and

                  (h) to obtain from the  Employer  and from  Covered  Employees
         such information as is necessary for the proper  administration  of the
         Plan.

         3.2 Member's  Own  Participation.  No Covered  Employee or agent of the
Committee  may act,  vote,  or otherwise  influence a decision of the  Committee
specifically relating to himself as a participant in the Plan.

         3.3 Indemnification. The Company shall indemnify and hold harmless each
member of the Committee against any and all expenses and liabilities arising out
of his  administrative  functions or fiduciary  responsibilities,  including any
expenses  and  liabilities  that are caused by or result from an act or omission
constituting  the negligence of such member in the performance of such functions
or  responsibilities,  but excluding expenses and liabilities that are caused by
or result  from  such  member's  own gross  negligence  or  willful  misconduct.
Expenses against which such member shall be indemnified hereunder shall include,
without limitation,  the amounts of any settlement or judgment,  costs,  counsel
fees,  and  related  charges  reasonably  incurred  in  connection  with a claim
asserted or a proceeding brought or settlement thereof.

         3.4 Compensation, Bond and Expenses. The members of the Committee shall
not receive  compensation  with respect to their services for the Committee.  To
the extent  required by applicable  law, but not  otherwise,  Committee  members
shall furnish bond or security for the  performance  of their duties  hereunder.
Any expenses properly incurred by the Committee incident to the  administration,
termination  or protection of the Plan,  including the cost of furnishing  bond,
shall be paid by the Company.

<PAGE>

         3.5 Claims  Procedure.  Any employee that the  Committee  determines is
entitled  to a  benefit  under  the  Plan is not  required  to file a claim  for
benefits.  Any employee  who is not paid a benefit and who  believes  that he is
entitled to a benefit or who has been paid a benefit and who believes that he is
entitled to a greater  benefit may file a claim for  benefits  under the Plan in
writing with the Committee.  In any case in which a claim for Plan benefits by a
Covered  Employee is denied or modified,  the Committee  shall  furnish  written
notice to the  claimant  within  ninety  days (or within 180 days if  additional
information  requested  by  the  Committee  necessitates  an  extension  of  the
ninety-day period), which notice shall:

                  (a) state the specific reason or reasons for the denial or 
         modification;

                  (b) provide specific reference to pertinent Plan provisions on
         which the denial or modification is based;

                  (c)  provide  a  description  of any  additional  material  or
         information necessary for the Covered Employee or his representative to
         perfect  the  claim,  and  an  explanation  of  why  such  material  or
         information is necessary; and

                  (d) explain the Plan's  claim  review  procedure  as contained
         herein.

In the event a claim for Plan  benefits  is denied or  modified,  if the Covered
Employee  or his  representative  desires  to have such  denial or  modification
reviewed,  he must,  within sixty days  following  receipt of the notice of such
denial or modification,  submit a written request for review by the Committee of
its initial decision.  In connection with such request,  the Covered Employee or
his representative may review any pertinent  documents upon which such denial or
modification  was based and may submit  issues and  comments in writing.  Within
sixty  days  following  such  request  for  review the  Committee  shall,  after
providing a full and fair  review,  render its final  decision in writing to the
Covered  Employee and his  representative,  if any, stating specific reasons for
such decision and making  specific  references to pertinent Plan provisions upon
which the decision is based.  If special  circumstances  require an extension of
such sixty-day  period,  the  Committee's  decision shall be rendered as soon as
possible,  but not later than 120 days after  receipt of the request for review.
If an extension of time for review is required,  written notice of the extension
shall be furnished to the Covered Employee and his representative, if any, prior
to the commencement of the extension period.

<PAGE>

         3.6 Mandatory Arbitration.  If a Covered Employee or his representative
is not  satisfied  with the  decision  of the  Committee  pursuant to the Plan's
claims review procedure, such Covered Employee or his representative may, within
sixty days of receipt  of the  written  decision  of the  Committee,  request by
written  notice to the  Committee,  that his claim be submitted  to  arbitration
pursuant to the employee benefit plan claims  arbitration  rules of the American
Arbitration  Association.  Such  arbitration  shall be the  sole  and  exclusive
procedure  available to a Covered Employee or his representative for review of a
decision of the  Committee.  In  reviewing  the decision of the  Committee,  the
arbitrator  shall use the  standard  of review  which would be used by a Federal
court in reviewing  such decision  under the  provisions  of ERISA.  The Covered
Employee or his representative and the Plan shall share equally the cost of such
arbitration.  The  arbitrator's  decision shall be final and legally  binding on
both parties.  This Section  shall be governed by the  provisions of the Federal
Arbitration Act.

                                       IV.

                               GENERAL PROVISIONS

         4.1 Funding.  The benefits  provided herein shall be unfunded and shall
be provided from the Employer's general assets.

         4.2 Cost of Plan.  The  entire  cost of the Plan  shall be borne by the
Employer and no contributions shall be required of the Covered Employees.

         4.3 Plan Year. The Plan shall operate on a plan year  consisting of the
twelve  consecutive  month  period  commencing  on January 1 of each year with a
short plan year  commencing  on the  Effective  Date and ending on December  31,
1999.

         4.4 Other  Participating  Employers.  The  Committee  may designate any
entity  or  organization  eligible  by law to  participate  in  this  Plan as an
Employer by written instrument delivered to the Secretary of the Company and the
designated Employer. Such written instrument shall specify the effective date of
such designated  participation,  may incorporate specific provisions relating to
the operation of the Plan which apply to the designated  Employer only and shall
become,  as to such designated  Employer and its employees,  a part of the Plan.
Each designated Employer shall be conclusively presumed to have consented to its
designation  and to have agreed to be bound by the terms of the Plan and any and
all  amendments  thereto upon its  submission  of  information  to the Committee
required by the terms of or with respect to the Plan;  provided,  however,  that
the terms of the Plan may be modified so as to increase  the  obligations  of an
Employer  only  with  the  consent  of such  Employer,  which  consent  shall be
conclusively presumed to have been given by such Employer upon its submission of
any information to the Committee required by the terms of or with respect to the
Plan.  Except as  modified  by the  Committee  in its  written  instrument,  the
provisions  of this Plan  shall be  applicable  with  respect  to each  Employer
separately,  and amounts  payable  hereunder shall be paid by the Employer which
employs the particular Covered Employee.

         4.5  Amendment  and  Termination.  The Plan may be amended from time to
time at the discretion of the Board.  Notwithstanding  the foregoing,  this Plan
may not be amended to reduce  benefits  or rights to  benefits  within two years
following a Change of Control.  For  purposes of this  Section,  a change in the
designation by the Committee of Participating  Employers pursuant to Section 4.4
shall be deemed to be an amendment  to the Plan.  The Plan shall  terminate  two
years after the date of the Change in Control  except with  respect to severance
benefits payable as a result of Involuntary Terminations occurring prior to such
date.

<PAGE>

         4.6 Not Contract of  Employment.  The adoption and  maintenance  of the
Plan shall not be deemed to be a contract of employment between the Employer and
any person or to be  consideration  for the  employment  of any person.  Nothing
herein  contained shall be deemed to give any person the right to be retained in
the employ of the Employer or to restrict the right of the Employer to discharge
any  person at any time nor shall  the Plan be deemed to give the  Employer  the
right to  require  any  person  to remain in the  employ of the  Employer  or to
restrict any person's right to terminate his employment at any time.

         4.7  Severability.  Any  provision  in the Plan that is  prohibited  or
unenforceable  in any jurisdiction by reason of applicable law shall, as to such
jurisdiction,  be  ineffective  only  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating  or affecting the  remaining  provisions
hereof, and any such prohibition or  unenforceability  in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

         4.8  Nonalienation.  Covered  Employees  shall  not have  any  right to
pledge,  hypothecate,  anticipate  or assign  benefits or rights under the Plan,
except by will or the laws of descent and distribution.

         4.9 Effect of Plan.  This Plan is intended to supersede  all prior oral
or written policies of the Employer and all prior oral or written communications
to Covered  Employees with respect to the subject  matter  hereof,  and all such
prior  policies  or  communications  are hereby  null and void and of no further
force and effect.  Further, this Plan shall be binding upon the Employer and any
successor  of the  Employer,  by merger  or  otherwise,  and shall  inure to the
benefit of and be enforceable by the Employer's Covered Employees.

         4.10  Governing  Law. The Plan shall be  interpreted  and  construed in
accordance with the laws of the State of Texas,  except to the extent  preempted
by federal law.

         EXECUTED this 8th day of February, 1999.

                                              OCEAN ENERGY, INC.

                                       By:

                             Name: Robert K. Reeves

                        Title: Executive Vice President,

                           General Counsel & Secretary

<PAGE>

                               FIRST AMENDMENT TO

                               OCEAN ENERGY, INC.

                      1999 CHANGE OF CONTROL SEVERANCE PLAN

         WHEREAS, OCEAN ENERGY, INC., a Louisiana corporation (the "Company")has
heretofore adopted and currently maintains the OCEAN ENERGY, INC. 1999 CHANGE OF
CONTROL SEVERANCE PLAN (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan is hereby amended as follows,  effective as of
March 29, 1999:

         1. Section 1.1(l) of the Plan shall be deleted and the following  shall
be substituted therefor:

                  "(l)     'Involuntary Termination' shall mean any termination
                            of a Covered Employee's employment with the Employer

                            which:

                           (1) does not result from a voluntary  resignation  by
                  the Covered  Employee  (other than a  resignation  pursuant to
                  Clause (2) of this Section 1.1(l)); or

                           (2) results from a resignation by a Covered  Employee
                  on or before  the date  which is sixty days after the date the
                  Covered Employee receives notice of a Change in Duties;

         provided,  however,  that the term 'Involuntary  Termination' shall not
         include a Termination for Cause, a termination of a Covered  Employee's
         employment  occurring as a result of or in connection  with the sale or
         other divestiture by the Employer of a division,  subsidiary,  or other
         business segment (including,  without limitation, a divestiture by sale
         of shares of stock or of assets) if such  Covered  Employee  is offered
         continued   employment  by  the  acquiror  of  such  business   segment
         immediately  upon such sale or  divestiture,  or any  termination  as a
         result of a Covered  Employee's death,  disability under  circumstances
         entitling him to benefits  under the  Employer's  long-term  disability
         plan or Retirement."

         2. As amended hereby, the Plan is specifically ratified and reaffirmed.

                                                        -1-

<PAGE>

         EXECUTED this _________ day of March, 1999.

                                                              OCEAN ENERGY, INC.

                                                              By:               
                                                              Name:             
                                                              Title:            

                                                        -2-