SEAGULL ENERGY CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN


          WHEREAS,  SEAGULL ENERGY CORPORATION (the "Company"),  desiring to aid
certain of its  executives  in making  provision  for their  retirement  for the
purpose of assisting the Company to recruit and retain key management personnel,
has  decided  to  adopt  the  following  SEAGULL  ENERGY  CORPORATION  EXECUTIVE
SUPPLEMENTAL RETIREMENT PLAN (the "Plan");

          NOW,  THEREFORE,  the Plan shall be and is hereby  adopted as follows,
effective as of January 1, 1986:


                                                   


<PAGE>

                         I. Definitions and Construction

          l.0l  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.  (1)  Accrued  Benefit:  The  benefit  of a  Member
determined under the Plan.

          (2) Actuarial Equivalent: Equality in  value of the aggregate  amounts
expected to be received  under  different  forms of payment based upon mortality
and interest rate assumptions adopted by the actuary for the Plan.

          (3) Annuity  Starting  Date:  The first day  of the first period  with
respect to which an amount is received as a benefit pursuant to the Plan.

          (4) Applicable Percentage:  The percentage determined by the Committee
and set forth in a Member's  Membership  Agreement  which is used to compute his
Accrued Benefit.

          (5) Average Monthly Compensation:  The result obtained by dividing the
total  Compensation paid to a Member during a considered period by the number of
months during the considered period. The considered period shall be the Member's
last five  consecutive  calendar years of employment; provided, that if a Member
has less than five  consecutive  calendar  years of  employment,  his considered
period shall be all of his completed calendar years of employment.

          (6) Committee: The Compensation Committee of the Directors.

          (7) Company: Seagull Energy Corporation.

          (8) Compensation:  The total of all amounts paid  by the Company to or
for the benefit of a Member for  services  rendered or labor  performed  while a
Member, excluding,  however, non-cash remuneration,  income incurred as a result
of  the  exercise of stock  options  or  stock  appreciation  rights,  incentive
bonuses  or  other  supplemental  pay  (whether  paid in cash  or in  kind)  and
contributions to any other deferred compensation program.  Notwith- standing the
foregoing,  a Member's  Compensation  shall be deemed to  include  any amount of
remuneration  from the Company  which he could have received in cash but elected
to defer pursuant to the provisions of a qualified cash or deferred  arrangement
within the meaning of section  401(k) of the Internal  Revenue Code of 1954,  as
amended.



<PAGE>



          (9) Directors: The Board of Directors of the Company.

          (10) Effective Date: January 1, 1986.

          (11) Eligible  Surviving Spouse: A surviving spouse to whom a deceased
Member was married on the date of execution of his Membership Agreement.

          (12)  Member:  Any  employee of the Company or any  subsidiary  of the
Company who has been  designated by the Committee to be a Member of the Plan and
who has executed a Membership Agreement.

          (13) Membership  Agreement:  The agreement  executed by and between an
employee  of the  Company  evidencing  his  status  as a Member  of the Plan and
setting forth the terms and conditions of such membership. A Member's Membership
Agreement may change any provision of the Plan as it pertains to such Member and
such  provision as so changed  shall be  applicable  and binding with respect to
such Member and the Company as if set forth in the text of the Plan.

          (14)  Normal  Retirement  Date:  The date upon which a Member  attains
sixty-five years of age.

          (15) Pension:  With respect to a Member  entitled to receive  benefits
under the Plan, a series of monthly payments for the life of the Member.

          (16) Plan:  The  Seagull  Energy  Corporation  Executive  Supplemental
Retirement Plan, as amended from time to time.

          (17) Plan Year: Any twelve  consecutive  month  period commencing upon
January l of each year.

          (18) Social Security Benefit: The amount of the monthly benefit which,
under the  provisions  of  the  federal Social  Security  Act, as amended,  such
Member is, or will be, entitled to receive as his "primary  insurance amount" at
age sixty-five assuming (i) that he has made or will make appropriate and timely
application  for such benefit,  (ii) that no event has occurred or will occur by
reason  of  which  the  amount  of such  benefit  has  been or will be  delayed,
suspended  or  forfeited  in  whole  or in  part,  (iii)  that if he  terminates
employment  prior  to  attaining  age  sixty-five  he will  receive  no  further
Compensation  (which  would be  treated  as taxable  wages for  purposes  of the
federal  Social  Security Act) after the time of his  termination of employment,
(iv) that if he  terminates  employment  prior to  attaining  age  sixty-five by
reason of disability  and is  eligible for  a benefit from the Plan,  his Social
Security Benefit shall mean the disability  benefit or old age insurance benefit

                                                   

<PAGE>

received  by  him under the federal Social Security Act, and (v) that if he dies
before attaining age sixty-five and while employed,  his Social Security Benefit
shall  be determined  as described  in (iii)  above.  As used  herein,  the term
"primary insurance amount"  shall have the meaning ascribed to it in the federal
Social Security Act as amended.

          (19) Vested  Interest:  The percentage of a Member's  Accrued  Benefit
which, pursuant to the Plan and his Membership Agreement, is nonforfeitable.

          l.02 Number and Gender

          Wherever  appropriate  herein,  words  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.


                       II. Purpose and Nature of the Plan

          The  purpose  of  the  Plan  is  to  provide  supplemental  retirement
benefits for those  employees who are designated by the Directors as Members and
who complete the required  period of  employment  with the Company.  The Plan is
intended to provide a method for  attracting  and retaining key employees of the
Company and to encourage such  individuals to remain with the Company and devote
their best  efforts to  its affairs.  The Plan  shall  constitute  an  unfunded,
unsecured  obligation  of the  Company to make  retirement  benefit  payments in
accordance with the provisions of the Plan. The  establishment of the Plan shall
not be deemed to create a trust.  No Member  shall  have any  security  or other
interest in any assets of the Company.

                                      
                               III. Participation

          3.0l  Selection  of  Participants

          The Committee shall select those  individuals who will  participate in
the Plan.  Members of the Plan shall be selected  from among those key employees
of the  Company or any  subsidiary  of the  Company  who,  in the opinion of the
Committee,  are in a position to make the most significant  contributions to the
long-term  profitability  of the  Company.  The term  "employee"  shall mean any
person  (including  any officer)  employed by the Company or a  subsidiary  on a
fulltime  salaried  basis and shall include  directors who are also employees of
the Company or of a subsidiary. For purposes of the foregoing, the term
                                                   
<PAGE>

"subsidiary"  shall mean any  corporation a  majority  of the outstanding voting
stock  or  voting  power of which is  beneficially  owned directly or indirectly
by  the Company.  No member of the  Committee  while  serving  as such  shall be
eligible to be a Member of the Plan.

          3.02 Notice 

          The Committee shall give writ ten notice to each employee who has been
selected  to be a Member of the Plan.  Each  Member of the Plan shall  execute a
Membership Agreement setting forth the terms and conditions of his membership.

                                  IV. Benefits

          4.0l No Benefits  Unless  Herein Set Forth

          Except as set forth in this  Article,  a Member shall acquire no right
to any benefit under the Plan.

          4.02  Retirement  

          (a) A Member whose  employment  with the Company is terminated,  for a
reason  other  than  death,  on  or after  his  Normal  Retirement Date shall be
entitled to receive,  as of such date, a Pension  commencing on the first day of
the month coinciding with or next following the Member's Normal Retirement Date,
each monthly payment of such Pension being equal to the following amount:

          (1) his  Applicable  Percentage of his Average  Monthly  Compensation;
              minus

          (2) the sum of his Social Security  Benefit and his benefits  received
              or receivable under  any  qualified defined  benefit pension  plan
              (expressed in the form of the Actuarial Equivalent of a Pension).

          For purposes of computing item (2) above,  the Member shall supply the
Committee  with such  information  as  it may  reasonably  request.  If a Member
fails to supply the Committee with such  information,  the Company shall have no
obligation to pay any benefits under the Plan to such Member.

          (b) With respect to any Mem ber who is to receive his benefit pursuant
to Paragraph (a) above,  such Member's Annuity Starting Date shall be his Normal
Retirement Date or, if later,  the first day of the first month  coincident with
or immediately following his retirement.

          4.03 Severance Benefit 

          (a) For purposes of this

                                                   

<PAGE>

Section,  a  Member's  Vested  Interest  shall be  determined  by such  Member's
full  years  of  Vesting  Service  in  accordance  with  the   vesting  schedule
established  by the  Committee  with  respect  to such  Member at the time he is
designated  as a Member of the Plan. A Member's  vesting  schedule  shall be set
forth in his Membership  Agreement.  A Member shall be credited with one year of
Vesting  Service  for each  calendar  year  during  which he is  employed by the
Company  on a  full-time  basis or  during  which he is  entitled  to  severance
benefits pursuant to a contract or the Company's regular severance policy.

          (b) Paragraph (a) above not  withstanding,  a Member shall have a 100%
Vested  Interest  upon  termination  of his  employment  by  reason of total and
permanent disability.

          (c) Each Member whose employ ment is  terminated  for any reason other
than  death or  retirement  on or after  his  Normal  Retirement  Date  shall be
entitled  to  receive  a  Pension  commencing  on the  first  day  of the  month
coinciding  with or next following such Member's  Normal  Retirement  Date, each
monthly  payment of such  Pension  being equal to the  product of such  Member's
Vested Interest,  as of the date  his employment was  terminated,  multiplied by
the following amount:

          (1) his  Applicable  Percentage of his Average  Monthly  Compensation;
minus

          (2) the sum of his Social Security  Benefit and his benefits  received
or receivable under any qualified defined benefit pension plan (expressed in the
form of the Actuarial  Equivalent of a Pension).  For purposes of computing item
(2) above, the Member shall supply the Committee with such information as it may
reasonably  request.  If  a  Member  fails  to supply  the  Committee  with such
information,  the Company shall have no obligation to pay any benefits under the
Plan to such Member.

          (e) With respect to any Member  who is to receive his benefit pursuant
to Paragraph (c) above,  such Member's Annuity Starting Date shall be his Normal
Retirement Date.

          4.04 Death Benefits

          (a) Except as provided  in this  Paragraph  (a), no benefits  shall be
paid  pursuant  to this Plan with  respect  to any  Member who dies prior to his
Annuity Starting Date. A married Member with an Eligible  Surviving Spouse shall
have a survivor annuity paid to his Eligible  Surviving Spouse in the event such
Member  dies  while  employed  prior to his  Annuity  Starting  Date;  provided,
however,  that such monthly  amount shall be  actuarially  reduced to the extent
payments begin prior to the date the Member attained or would have

<PAGE>

attained  the  date  the Member attained  or  would  have  attained  the age  of
sixty-five.  The survivor annuity provided by  this Paragraph  (a) shall consist
of monthly payments in the same amount such deceased Member would have  received
had  he terminated  his  employment  with the  Company  on the day  prior to his
death.  Payment  of  the survivor  annuity provided  by this Paragraph (a) shall
begin as of the  first day  of the month  coinciding  with or next following the
Member's date of death and end as of the date of the Eligible Surviving Spouse's
death.

          (b) Except as provided  in this  Paragraph (b),  no benefits  shall be
paid pursuant to this Plan with respect to any Member who dies after his Annuity
Starting  Date. Any married  Member with an Eligible  Surviving  Spouse who dies
after his Annuity  Starting  Date,  shall have paid to such  Eligible  Surviving
Spouse a survivor  annuity  consisting of monthly payments in an amount equal to
the monthly  amount the Member was receiving  prior to his death.  Such survivor
annuity shall commence as of the first day of the month  coinciding with or next
following  the  Member's  date of  death  and  shall  end as of the  date of the
Eligible Surviving Spouse's death.


                                                   

<PAGE>

                                 V. Forfeitures
                                                 

          5.01 Discharge for Cause 

          If a Member's  employment  is  terminated by the Company or one of its
subsidiaries  because he has engaged in misconduct to the material  detriment of
the  Company  or  because  he has been  convicted  of a felony,  he shall not be
entitled to receive any benefit under the Plan and his Accrued  Benefit shall be
forfeited.

          5.02  Competition with the Company 

          If a Member engages in competitive  activities against the Company and
its  subsidiaries to the material  detriment of the Company and its subsidiaries
following  his  termination  of  employment,  he shall  forfeit  all  right  and
entitlement  to any  amount of Accrued  Benefit  under the Plan  (regardless  of
whether  payment  of  same  has  commenced)  at the  time  he  engages  in  such
competitive activities.

                                                
                         VI. Administration of the Plan

          6.01  Administration  

          The Committee shall be charged with the general  administration of the
Plan. The Committee  shall be the "plan  administrator"  and shall be the "named
fiduciary" with respect to the general administration of the Plan.

          6.02 Committee 

          Actions  All  Committee  actions  shall be  controlled  by a vote of a
majority of its members;  however,  the signature of any Committee member on any
document  shall be  sufficient  evidence for any person that such document is in
accordance with the terms of this Plan.

          6.03 General 

          Duties The  Committee  shall  have the  exclusive  duty and  authority
interpret the  provisions  of the Plan,  to decide any disputes  which may arise
regarding the rights of Members and to direct the general  administration of the
Plan.  Any disputes  arising under the Plan shall be resolved by the  Committee,
and its decision shall be binding on all concerned parties. In the event that an
individual's  claim for a benefit is denied or  modified,  the  Committee  shall
provide such  individual  with a written  statement  setting  forth the specific
reasons for such denial or modification in a manner calculated to


                                                   


<PAGE>

be understood by the individual.  Any such written statement shall reference the
pertinent provisions  of the Plan upon which the denial or modification is based
and shall explain the Plan's claim review procedure. Such individual may, within
sixty days of receipt  of such  written  statement,  make written request to the
Committee for review of its initial decision.  Within  sixty days following such
request  for  review,  the  Committee shall, after  affording  such individual a
reasonable opportunity for a full and fair hearing, render its final decision in
writing to such individual.

          6.04 Committee Records

          The Committee  shall maintain  records of all relevant data pertaining
to the Plan and minutes of all  Committee  meetings.  Any Member may inspect any
records pertaining to him during business hours.

          6.05 Expenses

          All  administrative  expenses  of the  Committee  shall be paid by the
Company and its  subsidiaries in such  proportions as may be agreed upon by them
from time to time.

          6.06 Information

          The  Company  shall  supply  full and timely  information  relating to
Members and such other pertinent facts as the Committee may require.

          6.07  Administrative Powers

          The  Committee  shall  enforce  the terms of the Plan and  shall  have
powers  necessary  to  accomplish  that  purpose  including,  but  not by way of
limitation, the following powers:

          (a) to determine all questions relating to eligibility;


          (b) to determine all questions involving benefits payable to Members;

          (c) to hire legal counsel;

          (d) to interpret  Plan  provisions  and made and publish rules for the
              administration of the Plan;

          (e) to  delegate   administrative  duties  to  others  which  are  not
              inconsistent with the terms of the Plan.

                                               


                                                   


<PAGE>

                         VII. Amendment and Termination

          7.01 Right to Amend Reserved  

          The  Company  reserves  the right to amend  the Plan at any time.  The
Company shall promptly forward a copy of any such amendment to the Committee.

          7.02  Termination  of Plan

          The  Company  may  terminate  the Plan at any time by filing a written
notice at least ten days before  termination with the Committee and the Members;
provided,  however,  no such termination shall deprive any Member of any Accrued
Benefit  under the Plan to the extent that such Member has a Vested  Interest in
such Accrued Benefit  attributable  to Vesting  Service  credited as a result of
employment completed prior to the date of such termination.

          7.03 Automatic  Termination of Plan 

          The Plan shall terminate if the Company is legally dissolved, declared
bankrupt  or  makes a  general  assignment  for the  benefit  of its  creditors,
provided that Members shall have rights as general creditors of the Company upon
occurrence of any such event.

                                               
                               VIII. Miscellaneous

          8.01  Alienability

          A  Member  shall  not have any  power  or right to  transfer,  assign,
anticipate,  mortgage,  commute or  otherwise  encumber  in  advance  any of the
benefits  payable  hereunder,  nor shall said benefits be subject to seizure for
payment  of any  debts  or  judgments  of any of  them,  or be  transferable  by
operation of law in the event of bankruptcy, insolvency or otherwise.

          8.02  Participation in Other Plans

          Nothing contained in the Plan shall be construed to alter,  abridge or
in any manner affect the rights and privileges of a Member to participate in any
pension,  profit  sharing,  bonus or similar  plan with the  Company  may now or
hereafter have.

          8.03  Reorganization

          The Company shall not merge or consolidate with any other corporation,
or reorganize, unless and until such succeeding or


                                                   


<PAGE>

continuing  corporation  agrees  to  assume and discharge the obligations of the
Company under the Plan.

          8.04 Not a  Contract  of  Employment

          The Plan shall not be deemed to  constitute  a contract of  employment
nor shall any provision  herein restrict the right of the Company to discharge a
Member or restrict the right of a Member to terminate his employment.

          8.05 Benefits  Constitute  Unsecured Liability

          Benefits under the Plan constitute an unfunded, unsecured liability of
the Company to make  payments in  accordance  with the  provisions  hereof,  and
neither a Member nor any person  claiming  under him shall have any  security or
other interest in any specific assets of the Company by virtue of the Plan.

          8.06  Governing  Law

          The Plan shall be construed, administered and governed in all respects
by the laws of the State of Texas.

          8.07  Counterparts

          The Plan may be executed or conformed  in any number of  counterparts,
each of which will be deemed an original.

          IN WITNESS WHEREOF,  the Company has executed this Plan on the 3rd day
of February, 1986, effective as of January 1, 1986.

                                                     
ATTEST:                                           SEAGULL ENERGY CORPORATION


/s/ SYLVIA SANCHEZ                                   /s/ BARRY GALT
_________________________                         By ___________________________
Secretary
                                       


<PAGE>



                               FIRST AMENDMENT TO
                           SEAGULL ENERGY CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



          WHEREAS,  SEAGULL ENERGY  CORPORATION  (the  "Company") has heretofore
adopted the SEAGULL ENERGY CORPORATION  EXECUTIVE  SUPPLEMENTAL  RETIREMENT PLAN
(the "Plan"); and

          WHEREAS, the Company desires to amend the Plan;

          NOW, THEREFORE, the Plan shall be amended as follows,  effective as of
January 1, 1989:

          1. Item (2) of  Paragraph  (a) of  Section  4.02 of the Plan  shall be
deleted and the following shall be substituted therefor:

          "(2) Fifty percent (50%) of his Social Security Benefit."

          2. Item (2) of  Paragraph  (c) of  Section  4.03 of the Plan  shall be
deleted and the following shall be substituted therefor:

          "(2) Fifty percent (50%) of his Social Security Benefit."

          3. The second and third  sentences of Paragraph (a) of Section 4.04 of
the Plan shall be deleted and the following shall be substituted therefor:

          "A married  Member  with an  Eligible  Surviving  Spouse  shall have a
          survivor annuity paid to his  Eligible  Surviving Spouse  in the event
          such Member dies while  employed prior to his  Annuity Starting  Date.
          The survivor  annuity  provided by this  Paragraph  (a) shall  consist
          of monthly payments in the same amount such deceased Member would have
          received had  he terminated  his  employment with the  Company  on the
          date prior to  his death  assuming,  for such  purposes, that he had a
          100% Vested  Interest as  of such  date without  regard to  his actual
          Vested Interest as of such date."

          4. The  following  Section  4.05  shall be added to  Article IV of the
Plan:

          

<PAGE>



         "4.05 Disability  Benefits  

          (a) A Member whose employment with the Company is terminated by reason
of total  and  permanent  disability  shall be  entitled  to  receive  a Pension
commencing on the first day of the month  coinciding  with or next following the
date of such Member's  termination of employment,  each monthly  payment of such
Pension being equal to the following amounts:

          (1) his  Applicable  Percentage of his Average  Monthly  Compensation;
          minus

          (2)  the  sum of 50%  of his  Social  Security  Benefit  and  100%  of
          disability  benefits  received by him pursuant  to the  Seagull Energy
          Corporation Long Term Disability Income Plan.

          For purposes of computing Item (2) above,  the Member shall supply the
Committee with such information as it may reasonably  request. If a Member fails
to supply  the  Committee  with such  information,  the  Company  shall  have no
obligation  to pay any benefits  under the Plan to such Member.  For purposes of
this  Paragraph  (a),  a Member  shall be deemed to be totally  and  permanently
disabled if such Member has been  determined  to be eligible for benefits  under
the Seagull Energy Corporation Long Term Disability Income Plan.

          (b) With respect to any Member who is to receive his benefit  pursuant
to Paragraph (a) above,  such Member's  Annuity Starting Date shall be the first
day of the first month  coincident  with or  immediately  following the date the
Committee determines that he is totally and permanently disabled."

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






<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused these presents to
be executed this 31st day of January, 1989.


ATTEST:                                          SEAGULL ENERGY CORPORATION



/s/ SYLVIA SANCHEZ                               By /s/ JOE T. RYE 
_________________________                        ____________________________




<PAGE>
                                                     


                               SECOND AMENDMENT TO
                           SEAGULL ENERGY CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



          WHEREAS,  SEAGULL ENERGY  CORPORATION  (the  "Company") has heretofore
adopted the SEAGULL ENERGY CORPORATION  EXECUTIVE  SUPPLEMENTAL  RETIREMENT PLAN
(the "Plan"); and

          WHEREAS, the Company desires to amend the Plan;

          NOW, THEREFORE, the Plan shall be amended as follows,  effective as of
January 1, 1989:

          1. Section 4.04 of the Plan shall be deleted and the  following  shall
be substituted therefor:

          "4.04 Death Benefits.  (a) A married Member with an Eligible Surviving
Spouse shall have a survivor  annuity paid to his Eligible  Surviving  Spouse in
the event such Member dies while employed by the Company.  The survivor  annuity
provided by this  Paragraph  (a) shall  consist of monthly  payments in the same
amount such deceased Member would have received had he terminated his employment
with the  Company on the date prior to his death  assuming,  for such  purposes,
that he had a 100% Vested  Interest as of such date without regard to his actual
Vested  Interest as of such date.  Payment of the survivor  annuity  provided by
this Paragraph (a) shall begin as of the first day of the month  coinciding with
or next following the Member's date of death and shall end as of the date of the
Eligible Surviving Spouse's death.

          (b) A married  Member with an Eligible  Surviving  Spouse shall have a
survivor annuity paid to his Eligible  Surviving Spouse in the event such Member
dies after  termination of employment  with the Company and prior to his Annuity
Starting Date. The survivor annuity provided by this Paragraph (b) shall consist
of monthly  payments  in the same amount such  deceased  Member  would have been
entitled to receive  commencing as of his Annuity Starting Date.  Payment of the
survivor  annuity provided by this Paragraph (b) shall begin as of the first day
of the month  coinciding  with or next  following the Member's date of death and
shall end as of the date of the Eligible Surviving Spouse's death.



<PAGE>


          (c) Any  married  Member with an  Eligible  Surviving  Spouse who dies
after his  Annuity  Starting  Date  shall have paid to such  Eligible  Surviving
Spouse a survivor  annuity  consisting of monthly payments in an amount equal to
the monthly  amount the Member was receiving  prior to his death.  Such survivor
annuity shall commence as of the first day of the month  coinciding with or next
following  the  Member's  date of  death  and  shall  end as of the  date of the
Eligible Surviving Spouse's death."

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

          IN WITNESS  WHEREOF,  the parties hereto have caused these presents to
be executed this 15th day of December, 1989.


ATTEST:                                               SEAGULL ENERGY CORPORATION


/s/ SYLVIA SANCHEZ                                    By  /s/ JOE T. RYE 
_____________________                                 ______________________