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                                                                   EXHIBIT 10.22

                               FOURTH AMENDMENT TO
                           SEAGULL ENERGY CORPORATION
                            SUPPLEMENTAL BENEFIT PLAN


         WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") has heretofore
adopted the SEAGULL ENERGY CORPORATION 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
January 1, 1999:

         1. Section 2.3 of the Plan shall be deleted and the following shall be
substituted therefor:

                  "2.3 BONUS DEFERRAL ELECTION. Any Participant may elect to
         defer receipt of an integral percentage of from 1% to 100% of his Bonus
         for any calendar year under this Plan. A Participant's election to
         defer receipt of a percentage of his Bonus under this Plan shall be
         made prior to January 1 of the calendar year during which such Bonus is
         paid and shall be irrevocable for such calendar year. The reduction of
         a Participant's Bonus pursuant to this election shall be effected at
         the time such Bonus is paid."

         2. The following sentence shall be added to Section 3.1 of the Plan:

         "Each Participant's Deferred Compensation Account shall be divided into
         subaccounts to reflect such Participant's deferrals of Compensation or
         Bonus under the Plan for any Plan Year."

         3. Section 3.4(b) of the Plan shall be deleted and the following shall
be substituted therefor:

                  "(b)  ALTERNATIVE INVESTMENT IN STOCK UNITS.

                   (1) In lieu of having his Accounts credited with interest
         equivalents pursuant to Paragraph (a) above, a Participant may elect in
         accordance with the provisions of Paragraph (c) below to have the value
         of all or a portion of his Accounts determined as if they had been
         credited with a number of shares of stock (the "Phantom Stock") equal
         to the number of shares of common stock of the Company which could have
         been purchased with such amounts on the date of such election and, for
         amounts which are subsequently credited to the Participant's Accounts,
         on the date such amounts are so credited, based upon the average of the
         closing prices of the common stock of the Company on the twenty trading
         days preceding such date.




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                   (2) As of the last day of each calendar quarter and as of any
         other date which the Committee shall determine, the Committee shall
         redetermine the value of the portion of each Participant's Accounts
         credited with Phantom Stock based upon the increase or decrease in the
         value of the common stock of the Company during such quarter; for the
         purpose of such redetermination, one share of Phantom Stock shall be
         deemed to be the equivalent of one share of common stock of the
         Company. Further, the portion of each Participant's Accounts credited
         with such Phantom Stock shall be credited with the amount of any cash
         dividends paid with respect to the common stock of the Company during
         such quarter in accordance with Paragraph (b)(1) above.

                   (3) If, and whenever, the Company shall effect a subdivision
         or consolidation of the common stock of the Company or the payment of a
         stock dividend on the common stock of the Company (including, without
         limitation, the two-for-one stock split proposed to be effected with a
         record date of May 21, 1993), (i) in the event of an increase in the
         number of outstanding shares of the common stock of the Company, the
         number of shares of Phantom Stock credited to each Participant's
         Accounts shall be proportionately increased and (ii) in the event of an
         reduction in the number of outstanding shares of the common stock of
         the Company, the number of shares of Phantom Stock credited to each
         Participant's Accounts shall be proportionately reduced.

         4. Section 3.4(c) of the Plan shall be deleted and the following shall
be substituted therefor:

                  "(c) CREDITING ELECTION. Prior to the first day of any
         calendar quarter, a Participant may elect to have all or a portion of
         his Accounts credited with Phantom Stock pursuant to Paragraph (b)
         above for such quarter. Any such election shall be effective until
         revoked by the Participant. If a Participant revokes an election made
         pursuant to this Paragraph with respect all or a portion of his
         Accounts as of the first day of any calendar quarter, such
         Participant's Accounts shall be credited with the value of the
         corresponding number of shares of Phantom Stock credited to his
         Accounts with respect to as of the last day of the prior calendar
         quarter, based upon the average of the closing prices of common stock
         of the Company on the twenty trading days preceding such date. If a
         Participant fails to make any election under this Paragraph, his
         Accounts shall be credited with interest equivalents pursuant to
         Paragraph (a) above."

         5. Article V of the Plan shall be deleted and the following shall be
substituted therefor:


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                                   "ARTICLE V

                           FORM AND TIMING OF BENEFITS

                  5.1 PAYMENT OF BONUS DEFERRALS. Subject to the provisions of
         Section 5.2, a Participant may elect to have all or a portion of Bonus
         amounts credited to his Deferred Compensation Account during Plan Years
         beginning on or after January 1, 1999 paid in annual installment
         payments for a specified term commencing prior to the date such amounts
         would otherwise be payable pursuant to Section 5.2. Any such elections
         regarding the payment of Bonus amounts credited to a Participant's
         Deferred Compensation Account during a Plan Year shall be irrevocable
         once made. In the absence of an election by a Participant with respect
         to the payment of Bonus amounts credited to his Deferred Compensation
         Account during a Plan Year, such amounts shall be paid in accordance
         with Section 5.2. If a Participant elects to have Bonus amounts
         credited to a Participant's Deferred Compensation Account during a Plan
         Year paid in annual installments, the value of such Bonus amounts shall
         be determined as of the last day of the month preceding the time which
         he has elected to commence receiving such payments and each subsequent
         interval thereafter, and an amount equal to the then value of such
         Bonus amounts, including any interest equivalents and the value of any
         shares of Phantom Stock credited thereto, with the value of such
         Phantom Stock based upon the average of the closing prices of common
         stock of the Company on the twenty trading days preceding such date,
         multiplied by a fraction, the numerator of which is one and the
         denominator of which is the remaining number of payments which the
         Participant elected, shall be paid to such Participant. A Participant's
         Deferred Compensation Account shall be debited for any amounts paid
         pursuant to this Section 5.1. If a Participant's employment or
         consulting relationship with the Company terminates prior to payment of
         all annual installments elected by such Participant pursuant to this
         Section 5.1, the remaining Bonus amounts shall be paid in accordance
         with Section 5.2.

                  5.2 PAYMENT OF BENEFITS. Upon the termination of a
         Participant's employment or, if later, the termination of a
         Participant's consulting relationship with the Company, the amounts
         credited to his Accounts under Plan shall be paid to him (or his
         beneficiary) in a lump sum in cash as soon as practicable following
         such termination. Notwithstanding the preceding sentence, 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, each Participant's
         benefit under this Plan shall be paid to him (or his beneficiary) in a
         lump sum in cash as soon as practicable, but no later than thirty days
         following the date on which such change of control occurs. If a
         Participant has elected to have all or a portion of his Accounts
         credited with Phantom Stock pursuant to Section 3.4(c), the Participant
         shall be paid an amount equal to the value of his Accounts as of the


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         last day of the calendar month preceding his termination or the change
         of control as described in the preceding sentence, with the value of
         such Phantom Stock based upon the average of the closing prices of
         common stock of the Company on the twenty trading days preceding such
         date. If a Participant's termination occurs by reason of death, his
         benefit under this Plan shall be paid to the same recipient or
         recipients as are paid his benefits under the Thrift Plan."

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

         EXECUTED this 26th day of January, 1999.

                                                 SEAGULL ENERGY CORPORATION



                                                 BY:   /s/ JACK M. ROBERTSON
                                                    ---------------------------
                                                    NAME:  Jack M. Robertson
                                                         ----------------------
                                                    TITLE: Vice President,
                                                           Human Resources
                                                          ---------------------



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