SEAGULL ENERGY CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                              MEMBERSHIP AGREEMENT


          WHEREAS, BARRY J. GALT ("Employee") has been designated as eligible to
become  a  Member  of the  SEAGULL  ENERGY  CORPORATION  EXECUTIVE  SUPPLEMENTAL
RETIREMENT PLAN (the "Plan"), a copy of which is attached hereto as Exhibit "A,"
subject to and conditioned upon Employee's execution of this agreement; and

          WHEREAS,  Employee desires to become a Member of the Plan on the terms
and provisions set forth therein and in this agreement;

          NOW, THEREFORE, the parties hereto agree as follows:

          1.  Employee  agrees to become a Member of the Plan,  effective  as of
February 3, 1986.

          2. For purposes of Section 1.01(5) of the Plan,  Employee's considered
period shall be his last three  consecutive  calendar years of employment or, if
less, all of his completed calendar years of employment.

          3.  For  purposes   of  Section  1.01(8)   of  the   Plan,  Employee's
Compensation  for 1984 shall be deemed equal to $300,000.00 and his Compensation
for 1985 shall be deemed equal to $330,000.00.

          4. Employee's Applicable Percentage under the Plan shall be 50%.

          5. Employee's Vesting Schedule under the Plan shall be as follows:

                                                                 Vested
                                                                Interest

                  Prior to January 1, 1984                         40%
                  As of December 31, 1984*                         48%
                  As of December 31, 1985*                         56%
                  As of December 31, 1986*                         64%
                  As of December 31, 1987*                         72%
                  As of December 31, 1988*                         80%
                  As of December 31, 1989*                         88%
                  As of December 31, 1990*                         96%
                  As of December 31, 1991* and thereafter         100%

          *provided  that  Employee  is employed by the Company on such date and
has been so employed by the  Company  on a  full-time  basis  during  the twelve
month period  immediately  preceding such date.



<PAGE>


        

          For purposes of the foregoing  schedule,  Employee  shall be deemed to
have been in the  full-time  employment  of the  Company  for the entire year of
1984.

          6.  The  aggregate  amount  of any  death  benefits  becoming  payable
pursuant to Section 4.04 of the Plan shall be reduced, dollar-for-dollar, by the
dollar amount of insurance  proceeds payable  (regardless of the identity of the
beneficiary  thereunder)  as a result of Employee's  death  pursuant to any life
insurance  maintained on the life of the Employee pursuant to Section 3.4 of the
Employment  Agreement  entered  into by and between  Employee and the Company on
December 30, 1983.

          IN WITNESS  WHEREOF,  the parties hereto have caused these presents to
be executed this 3rd day of February, 1986.

                                                  SEAGULL ENERGY CORPORATION
ATTEST:

                                                     
/s/ SYLVIA SANCHEZ                                    /s/ JOE T. RYE
___________________________                       By ___________________________
Secretary                                         Vice President



                                                  /s/ BARRY J. GALT
                                                  _____________________________
                                                  BARRY J. GALT

                          

<PAGE>



                                  AMENDMENT TO
                           SEAGULL ENERGY CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                              MEMBERSHIP AGREEMENT



          WHEREAS,  SEAGULL ENERGY CORPORATION (the "Company") and BARRY J. GALT
("Employee")  have heretofore  executed an instrument  entitled  "SEAGULL ENERGY
CORPORATION  EXECUTIVE  SUPPLEMENTAL  RETIREMENT PLAN MEMBERSHIP AGREEMENT" (the
"Agreement"),  evidencing the terms and conditions of the Employee's  membership
in the SEAGULL ENERGY CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN; and

          WHEREAS,  the Company and the  Employee  mutually  desire to amend the
Agreement;

          NOW, THEREFORE,  the parties hereto agree as follows,  effective as of
January 1, 1989:

          1. Item (6) of the Agreement shall be deleted in its entirety.

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

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


                                                  SEAGULL ENERGY CORPORATION
ATTEST:

                                                     
/s/ SYLVIA SANCHEZ                                    /s/ JOE T. RYE
___________________________                       By ___________________________
Corporate Secretary                               Vice President, Finance and
                                                  Administration


                                                  Employee
                                                  /s/ BARRY J. GALT
                                                  ______________________________
                                                  BARRY J. GALT

                            
<PAGE>




                               SECOND AMENDMENT TO
                           SEAGULL ENERGY CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                              MEMBERSHIP AGREEMENT



          WHEREAS,  SEAGULL ENERGY CORPORATION (the "Company") and BARRY J. GALT
("Employee")  have heretofore  executed an instrument  entitled  "SEAGULL ENERGY
CORPORATION  EXECUTIVE  SUPPLEMENTAL  RETIREMENT PLAN MEMBERSHIP AGREEMENT" (the
"Agreement"),  evidencing the terms and conditions of the Employee's  membership
in the SEAGULL ENERGY CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN;

          WHEREAS,  such Agreement has previously been amended,  effective as of
Janu- ary 1, 1989; and

          WHEREAS, the Company and the Employee mutually desire to further amend
the Agreement;

          NOW, THEREFORE,  the parties hereto agree as follows,  effective as of
January 1, 1990:

          1.  The  following  three  sentences  shall be  added  after  the last
sentence of Item (5) of the Agreement.

          Notwithstanding  the Vesting Schedule set forth above, in the event of
          a "change of control" that is not approved, recommended  and supported
          by at least two-thirds  of the  Directors  that  were  also  Directors
          prior  to the  occurrence  of  any such "change of control" in actions
          taken prior  to, and  with  respect  to,  such  "change  of  control,"
          Employee  shall have a  100%  Vested  Interest  as of the date of such
          "change of control."  Further,  in the event of  a "change of control"
          other than as described in the preceding sentence, Employee shall have
          a 100%  Vested Interest  upon  involuntary  termination  of employment
          within  the  twelve-month  period  following  the date of such "change
          of control."  For  purposes of the preceding  sentences,  a "change of
          control"  shall be deemed to  have occurred  if (i) any  person (other
          than Employee or  the Company) including a  "group" as  determined  in
          accordance  with Section  13(d)(3) of the  Securities Exchange  Act of
          1934,  becomes  the  beneficial  owner of shares of the Company having
          40% or more of the total number  of  votes  that  may be cast  for the
          election of Directors; or (ii) as a result of, or in connection  with,
          any  cash   tender  or   exchange  offer,  merger  or  other  business
          combination, sale of assets or contested election,  or any combination
          of the foregoing  transactions (a "Transaction"), the persons who were
          Directors before the Transaction shall

<PAGE>


          cease  to constitute  a  majority  of  the Board  of Directors  of the
          Company or  any successor thereto.  The  determinations  of  whether a
          "change  of  control"  has  occurred  and  whether  such  "change   of
          control" was not approved, recommended  or  supported by the Directors
          in  actions taken  prior to, and with  respect  to,  such  "change  of
          control"  shall  be  made by  the  Committee  as existing at least six
          months prior  to the occurrence  of  such "change  of control" and its
          determination shall be final.

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

          IN WITNESS  WHEREOF,  the parties hereto have caused these presents to
be executed this 29th day of January, 1990.


ATTEST:                                SEAGULL ENERGY CORPORATION



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



                                       /s/ BARRY J. GALT
                                       _________________________________________
                                       Barry J. Galt