FIRST AMENDMENT TO
                           SEAGULL ENERGY CORPORATION
                            MANAGEMENT STABILITY PLAN



         WHEREAS,  Seagull  Energy  Corporation  (the  "Company") has heretofore
adopted and  currently  maintains  the  Seagull  Energy  Corporation  Management
Stability Plan (the "Plan"); and

         WHEREAS,  pursuant to Section 7.11 of the  Agreement and Plan of Merger
by and among  Seagull  Energy  Corporation,  GNR Merger  Corporation  and Global
Natural Resources Inc. dated as of July 22, 1996 (the "Merger  Agreement"),  the
Company has agreed to provide  benefits  under the Plan to  employees  of Global
Natural  Resources Inc.  ("Global")  that are employed by Global as of Effective
Time (as such term is defined in the Merger  Agreement) (the "Effective  Time");
and

         WHEREAS,  the  Company  desires  to amend the Plan to  accomplish  such
purpose;

         NOW,  THEREFORE,  the  Plan  is  hereby  amended,  effective  as of the
Effective Time:

         1.       The following sentence shall be added to Section 1.1(c) of the
Plan:

         "Further, with respect to a Covered Employee who was employed by Global
         Natural  Resources  Inc.  ('Global') as of the Effective  Time (as such
         term is  defined  in the  Agreement  and Plan of  Merger  by and  among
         Seagull Energy  Corporation,  GNR Merger Corporation and Global Natural
         Resources Inc. dated as of July 22, 1996 (the 'Merger Agreement')) (the
         'Effective  Time'),  'Change of Control' shall mean the consummation of
         the merger contemplated by the Merger Agreement."

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

         "'EIP' shall mean the Seagull Energy  Corporation  Executive  Incentive
         Plan or any  successor  thereto.  Further,  with  respect  to a Covered
         Employee who was  employed by Global as of the  Effective  Time,  'EIP'
         shall mean the Global  incentive  bonus program or, as applicable,  the
         Seagull Energy  Corporation  Executive  Incentive Plan or any successor
         thereto."

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

         "'Employer'   shall  mean  the  Company,   Global  and  each   eligible
         organization   designated  as  an  Employer  in  accordance   with  the
         provisions of Section 4.4 of the Plan."


                                                       

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         4.       The following sentence shall be added to Section 1.1(m) of the
Plan:

         "Further,  for  purposes  of this  provision,  the 'Grade' of a Covered
         Employee who was employed by Global as of the  Effective  Time shall be
         determined in accordance with the procedures of the Company."

         5.       Section 1.1(o) of the Plan shall be deleted.

         6.       Section 2.1(b) of the Plan shall be deleted and  the following
shall be substituted therefor:

                  "(b) A  lump  sum  cash  payment  in an  amount  equal  to the
         remaining  portion of any award to the Covered Employee under any prior
         years' EIP. Further,  if a Covered Employee's  Involuntary  Termination
         occurs on or after the date an award has been earned under the EIP, but
         prior  to the date  such  award is paid,  the  Covered  Employee  shall
         receive an  additional  lump sum cash payment in an amount equal to his
         Targeted EIP Award."

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

         EXECUTED this 9th day of November, 1996.


                                             SEAGULL ENERGY CORPORATION



                                             By: /s/Jack M. Robertson
                                             Name:  Jack M. Robertson
                                             Title: Vice President, Human
                                                    Resources


                                             GLOBAL NATURAL RESOURCES INC.



                                             By: /s/ William L. Transier
                                             Name:   William L. Transier
                                             Title:  Senior Vice President,
                                                     Chief Financial Officer and
                                                     Assistant Secretary