SECOND AMENDMENT TO

                               OCEAN ENERGY, INC.

                            SUPPLEMENTAL BENEFIT PLAN

     WHEREAS, OCEAN ENERGY, INC. , a Louisiana corporation (the "Company"),  has
heretofore  adopted  the  OCEAN  ENERGY,  INC.  SUPPLEMENTAL  BENEFIT  PLAN (the
"Plan"); and

         WHEREAS, the Company desires to amend the Plan;

         NOW, THEREFORE,  the Plan shall be amended as follows,  effective as of
March 30, 1999:

         1. The  definition of the term "Board" in Section 1.1 of the Plan shall
be deleted and the following shall be substituted therefor:

     "Board: The Board of Directors of Ocean Energy, Inc., a Texas corporation."

         2. The definition of the term "Compensation" in Section 1.1 of the Plan
shall be deleted and the following shall be substituted therefor:

         "Compensation:  As appropriate  with respect to any  Participant  for a
         Plan Year, (i)(a) amounts of 'Pay' described in Section 1.32 of the UMC
         Petroleum Savings Plan ( or the applicable  successor provision) during
         the periods in which the  Participant  participates  in such plan,  (b)
         amounts of  "Compensation"  described  in Section  1.02 of the Flores &
         Rucks,  Inc.  401(k) Savings Plan (or applicable  successor  provision)
         during the periods in which the  Participant  participates in such plan
         or (c) amounts of  compensation  that a Participant  may elect to defer
         under  any  other  401(k)  plan,   determined  without  regard  to  the
         limitations  imposed  by  Section  401(a)(17)  of the Code and (ii) any
         amount  (other than as  described in clause (i)) that is paid in a lump
         sum  cash  payment  (other  than  pursuant  to this  Plan)  and that is
         required  to be  reported  on  the  Participant's  federal  income  tax
         withholding statement (Form W-2)."

         3. The following new  definitions  shall be added to Section 1.1 of the
Plan:

         "Corporate  Change:  The occurrence of any of the following events: (i)
         Ocean  Energy,  Inc.,  a Texas  corporation  ('OEI')  shall  not be the
         surviving entity in any merger or consolidation  (or survives only as a
         subsidiary of another entity),  (ii) OEI sells all or substantially all
         of its assets to any other person or entity (other than a  wholly-owned
         subsidiary),  (iii) OEI is to be dissolved and liquidated, or (iv) as a
         result of or in connection with a contested election for the members of
         the Board  such that the  members  constituting  the Board  immediately
         following the consummation of the merger of Ocean Energy, Inc. with and
         into Seagull Energy Corporation shall cease to constitute a majority of
         the Board.

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         Trust:  The trust, if any, established under the Trust Agreement.

         Trust Agreement:  The agreement, if any, entered into between the 
         Company and the Trustee pursuant Section 6.5.

         Trust Fund:  The funds and properties, if any, held pursuant to the
         provisions of the Trust Agreement, together with all income, profit, 
         and increments thereto."

         4. Section 6.5 of the Plan shall be deleted and the following  shall be
substituted therefor:

                  "6.5 Rights to Company's Assets. No Participant shall have any
         right to, or interest in, any assets of the Company upon termination of
         employment  or  otherwise,  except as provided  from time to time under
         this Plan,  and then only to the extent of the benefits  payable  under
         the Plan to such  Participant.  The Plan is intended to  constitute  an
         unfunded, unsecured plan of deferred compensation for a select group of
         management  or  highly  compensated  employees  of  the  Company.  Plan
         benefits  herein  provided are to be paid out of the Company's  general
         assets.  Nevertheless,  in  the  event  of a  'Corporate  Change,'  the
         Committee  shall  establish  the Trust and direct the  Company to enter
         into the Trust  Agreement and the Company shall transfer money or other
         property to the Trustee equal to the amounts  credited to Participants'
         Accounts  under the Plan and,  subject  to the terms  hereof and of the
         Trust  Agreement,  the Trustee shall pay Plan benefits to  Participants
         and their beneficiaries out of the Trust Fund. The Company shall remain
         the  owner of all  assets  in the Trust  Fund and the  assets  shall be
         subject to the claims of the  Company's  creditors  if the Company ever
         becomes insolvent. For purposes hereof, the Company shall be considered
         'insolvent'  if (a) the  Company  is  unable  to pay its  debts as they
         become due, or (b) the Company is subject to a pending  proceeding as a
         debtor under the United Sates Bankruptcy Code (or any successor federal
         statute).  The chief executive  officer of the Company and its board of
         directors  shall have the duty to inform the  Trustee in writing if the
         Company becomes insolvent.  When so informed, the Trustee shall suspend
         payments to the Participants and hold the assets for the benefit of the
         Company's  general  creditors.   If  the  Trustee  receives  a  written
         allegation  that the Company is  insolvent,  the Trustee  shall suspend
         payments to the Participants and hold the Trust Fund for the benefit of
         the  Company's  general  creditors,  and shall  determine  whether  the
         Company is insolvent. If the Trustee determines that the Company is not
         insolvent,  the Trustee shall resume  payments to the  Participant.  No
         Participant  or beneficiary  shall have any preferred  claim to, or any
         beneficial ownership interest in, any assets of the Trust Fund."

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

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         EXECUTED effective as of March 30, 1999.

                                                              OCEAN ENERGY, INC.

                                                              By:               
                                                              Name:             
                                                              Title: