OCEAN ENERGY, INC.

                       OUTSIDE DIRECTORS DEFERRED FEE PLAN
               (As Amended and Restated Effective March 30, 1999)


1. History and Purposes of the Plan

     The Ocean Energy,  Inc.  Outside  Directors  Deferred Fee Plan ("Plan") was
     originally  adopted  on May  16,  1983  by  Ocean  Energy,  Inc.,  a  Texas
     corporation (the "Company"),  formerly known as Seagull Energy  Corporation
     and Seagull Pipeline  Corporation,  and is intended to provide a method for
     attracting and retaining qualified outside directors for the Company and to
     encourage them to devote their best efforts to the business of the Company,
     thereby  advancing  the  interests  of the  Company  and its  shareholders.
     Effective as of March 30, 1999 (the "Effective  Date"),  the Company merged
     the Ocean Energy, Inc. Outside Directors Fee Plan (the "OEI Plan") with and
     into the Plan and  amended  and  restated  the Plan in order to reflect the
     plan merger and the merger of Ocean  Energy,  Inc., a Delaware  corporation
     ("OEI") with and into Seagull Energy Corporation.

2. Administration of the Plan

     Except  as  otherwise  specifically  provided  herein,  the  Plan  shall be
     administered  by a committee  (the  "Committee")  appointed by the Board of
     Directors of the Company (the "Board") or such other  committee  designated
     from time to time by the Board.  The  Committee is  authorized to interpret
     the  Plan and may from  time to time  adopt  such  rules  and  regulations,
     consistent  with the  provisions of the Plan,  as it may deem  advisable to
     carry out the Plan. All decisions made by the Committee shall be final. All
     expenses  incurred in connection with the  administration of the Plan shall
     be borne by the Company. In certain cases arising under the Plan, action or
     approval  must be  taken by  either  the full  Board or by a  committee  of
     "Non-Employee  Directors"  as  described in Rule 16b-3  promulgated  by the
     Securities  Exchange  Commission (such board or committee being referred to
     herein as the "Rule 16b-3 Committee")

3.  Participation in the Plan

(a)  Participation.  Each  outside  director who was a  participant  in the Plan
     ("Participant")  or the OEI  Plan on the  Effective  Date  shall  remain  a
     Participant in this  restatement of the Plan as of the Effective Date. Each
     other director shall be eligible to become a Participant on date he becomes
     an outside director. For purposes of this Paragraph,  an "outside director"
     is an  individual  who is a validly  elected or  appointed  director of the
     Company  and who  does  not  perform  any  services  for the  Company  in a
     common-law employee capacity.

(b)  Deferral of Director's  Fees. A Participant  may elect to defer  director's
     fees (whether annual, periodic or special) to be earned by such Participant
     for  services  rendered  under the Plan by  filing  with the  Committee  an
     election to defer receipt of all or a designated portion of such fees.

(c)  Time and Manner of Making Elections. Any deferral election that may be made
     by a  Participant  under the Plan shall be made with  respect to the period
     commencing on January 1 (or, if later,  the date the  Participant  is first
     elected or  appointed  to the Board) and ending on December 31 of each year
     ("Service  Period") during which services are rendered by such  Participant
     and must be made prior to the first day of such Service  Period;  provided,
     however, that the deferral election with respect to a Participant's initial
     Service  Period  may be made no later than  thirty  days after the date the
     Participant  is first  elected  or  appointed  to the  Board  and  shall be
     prospective  only. All deferral  elections  shall be made in the manner and
     form  prescribed by the  Committee.  Deferral  elections  made prior to the
     Effective  Date with  respect  to the  Service  Period  that  includes  the
     Effective  Date shall  remain in effect for the  remainder  of such Service
     Period.

(d)  Nature of Elections.  A Participant's election to defer receipt of all or a
     designated portion of his fees for a Service Period shall continue in force
     and effect for future Service  Periods  unless  modified or revoked by such
     Participant. Any such modification or revocation shall be effective only as
     of the first day of a Service  Period  and must be made  prior to the first
     day of such Service  Period.  A  modification  or revocation of an existing
     deferral  election  shall be made in the manner and form  prescribed by the
     Committee.  Any  deferral  election  (whether  in the  nature of an initial
     election,   an  unrevised  continuing  election  or  a  revised  continuing
     election)  with respect to a Service  Period shall be irrevocable as of the
     first day of such Service  Period or, if later,  the day following the last
     day upon which an election may be made with respect to a Service Period.

4. Crediting of Deferred Fees to Plan Accounts

(a)  Establishment of Plan Accounts.  The Committee shall establish a memorandum
     bookkeeping  account or accounts (the "Plan Accounts") for each Participant
     in the Plan. As of the Effective  Date, a Participant's  Required  Deferral
     Account and Elective  Deferral Account shall be combined into a single Plan
     Account. The Committee shall credit to each Participant's Plan Accounts the
     Participant's  deferred  fees as of the date  such  fees are  earned by the
     Participant.

(b)  Crediting  of  Interest  Equivalents.  As of the last day of each  calendar
     quarter in which a Participant has a balance credited to his Plan Accounts,
     the  Committee  shall,  subject to the other  provisions of this Section 4,
     credit to each Participant's Plan Accounts,  as additional deferred fees, a
     dollar amount equal to simple interest on the amounts credited to each such
     Account (excluding any amounts being credited during such quarter) computed
     at the sum of:

     (1)  the  prime  rate  published  in The Wall  Street  Journal  on the last
          business day of such calendar quarter, plus

     (2)  a rate based upon the number of complete  years that  Participant  has
          served on the Board  (including  service on the board of  directors of
          any  predecessor  of the  Company  or  OEI),  in  accordance  with the
          following schedule:



<PAGE>

Number of Years Additional Rate of Interest

     Less than 5 0% 5 but less than 10 1% 10 or more 2%

(c)  Alternative Investment in Stock Units.

     (1)  In lieu of having his Plan Accounts credited with interest equivalents
          pursuant to Paragraph (b) above, a Participant  may elect from time to
          time in accordance with the provisions of Paragraphs (d) and (e) below
          to have all or a portion of the value of such Plan Accounts determined
          as if it 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, par value $.10 per share, that could have been purchased with
          such  portion of his  Accounts  on the date of such  election,  or for
          amounts  that are  subsequently  credited  to the  Participant's  Plan
          Accounts,  on the date so credited,  at a price per share equal to the
          average of the  closing  prices of the common  stock of the Company on
          the twenty trading days preceding such date.

     (2)  As of the last day of each  calendar  quarter and as of any other date
          that the Committee shall  determine,  the Committee shall  redetermine
          the value of each  Participant's  Plan Accounts that are 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 Plan Accounts that are 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 (c)(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 (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  Plan 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   Plan  Accounts  shall  be
          proportionately reduced.

(d)  Crediting  Election.  In  accordance  with  procedures  established  by the
     Committee,  prior  to the  first  day of any  calendar  quarter  in which a
     Participant  has a balance  credited to his Plan Accounts,  but in no event
     within  six months of any  election  pursuant  to  Paragraph  (e) below,  a
     Participant  may elect to have all or a portion of the  amounts in his Plan
     Accounts  deemed  invested in Phantom Stock pursuant to Paragraph (c) above
     for all of such quarter. Any such election shall be effective until revoked
     by the  Participant  as provided in Paragraph  (e) below.  If a Participant
     fails to make any election under this Paragraph, his Plan Accounts shall be
     credited with interest equivalents pursuant to Paragraph (b) above.

(e)  Revocation of Election.  In accordance with  procedures  established by the
     Committee,  prior  to the  first  day of any  calendar  quarter  in which a
     Participant  has a balance  credited to his Plan Accounts,  but in no event
     within  six months of any  election  pursuant  to  Paragraph  (d) above,  a
     Participant  may revoke an election  made  pursuant to Paragraph  (d) above
     with respect to all or a portion of his Plan Accounts,  effective as of the
     first day of such quarter.  The value,  as determined as of the last day of
     the quarter  immediately  preceding  the  effective  date of such  election
     pursuant to Paragraph  (c) above,  of the portion of his Plan Accounts that
     is affected  by such  revocation  shall,  as of such first day, be credited
     with interest equivalents pursuant to Paragraph (b) above.

(f)  Invalid  Elections.  An election pursuant to Paragraph (d) or Paragraph (e)
     above that is attempted  within six months of an election  made pursuant to
     the other  Paragraph in violation of the  prohibitions  of such  Paragraphs
     shall have no force or effect and shall be null and void.

5.   Payment of Deferred Fees

(a)  Payment  Election  Generally.  A  Participant  shall elect,  subject to the
     provisions of Paragraphs (b), (c) and (d) below, the time (which may not be
     prior to the  latest  of (i) the date on which he  ceases to be a member of
     the  Board,  (ii) the date on which he ceases to be a member of the  Senior
     Advisory Council to the Board or (iii) the date that is at least six months
     from the date of the  Participant's  last  election,  if any,  pursuant  to
     Section 4(d) above) and the mode (which may either be a lump sum payment or
     monthly,  quarterly,  or annual installment  payments over a specified term
     certain)  for  payment of amounts  credited to his Plan  Accounts  during a
     Service Period (and the income credited thereto).  A Participant may revise
     his election  regarding the time and mode of payment of amounts credited to
     his Plan  Accounts  only if, and at such time as, such revised  election is
     approved by a Rule 16b-3 Committee;  provided,  however,  that such revised
     election  shall  not be  effective  until  the  later of (A) the  January 1
     following  the date such revised  election is approved or (B) the date that
     is six months  after the date such  revised  election is  approved.  In the
     absence of direction by a Participant regarding the time or mode of payment
     of amounts  credited to his Plan Accounts  during a Service Period (and the
     income  credited  thereto),  such amounts shall be  distributed  in monthly
     installments over a period of ten years,  beginning on the first day of the
     first  month  after  the  later of (i) the date on which he  ceases to be a
     member  of the  Board or (ii) the date on which he ceases to be a member of
     the Senior Advisory Council to the Board.

(b)  Payment Upon Death. In the event of a Participant's  death,  the balance of
     such  Participant's  Plan  Accounts,  computed as of the date of his death,
     shall be paid in one  lump sum to his  designated  beneficiary  within  the
     first  four  months  following  the  date of such  Participant's  death.  A
     Participant,  by written instrument filed with the Committee in such manner
     and form as it may prescribe,  may designate one or more  beneficiaries  to
     receive  payment of the amounts  credited to his Plan Accounts in the event
     of his death. Any such beneficiary  designation may be changed from time to
     time prior to the death of the Participant. In the absence of a beneficiary
     designation  on file  with the  Committee  at the  time of a  Participant's
     death, the executor or administrator of the  Participant's  estate shall be
     deemed to be his designated beneficiary.

(c)  Payment Upon Plan  Termination.  In the event the Plan is terminated by the
     Company,  the balance of each Participant's  Plan Accounts,  computed as of
     the day immediately following the six-month anniversary of the date of such
     Plan termination, shall be paid to such Participant in one lump sum as soon
     as practicable after such date.

(d)  Payment Upon Change of Control. With respect to any Participant that ceases
     to be a director  of the Company  (or any  successor)  as a result of or in
     connection  with 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,  such  Participant's
     Plan Accounts, computed as of the later of the date such Participant ceases
     to be a  director  of the  Company or the date of such  change of  control,
     shall be paid to such  Participant in one lump sum as soon as  practicable,
     but no later than  thirty days  following  such date.  For  purposes of the
     Plan,  "change  of  control"  shall be deemed to have  occurred  if (i) any
     person  (other  than  Participant  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  cease to  constitute  a  majority  of the  Board or any
     successor  thereto.  The  determinations of whether a change of control has
     occurred,  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 and whether any Participant  ceased to be a director
     of the Company as a result of or in connection  with 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.

(e)  Conversion of Plan Accounts for Purposes of Payment.

     (1)  If a Participant  has elected to receive  payment of his Plan Accounts
          in a lump sum pursuant to Paragraph  (a) above,  the value of his Plan
          Accounts shall be determined as of the last day of the month preceding
          the time that he has  elected to receive  such  payment  and an amount
          equal to such value  shall be paid to the  Participant.  To the extent
          such Participant has elected to have his Plan Accounts  credited based
          on Phantom  Stock  pursuant to Paragraph  4(d),  the value of his Plan
          Accounts  shall be based  upon the  average of the  closing  prices of
          common stock of the Company on the twenty  trading days preceding such
          date.

     (2)  If a Participant  has elected to receive  payment of his Plan Accounts
          in any mode other than lump sum  pursuant to Paragraph  (a) above,  to
          the  extent  his  Plan  Accounts  are  being  credited  with  Interest
          Equivalents pursuant to Paragraph 4(b), the value of his Plan Accounts
          shall be determined as of the last day of the month preceding the date
          of any such payment and each subsequent  interval  thereafter,  and an
          amount  equal  to the  value of such  Plan  Accounts  multiplied  by a
          fraction,  the numerator of which is one and the  denominator of which
          is the  remaining  number of payments  that the  Participant  elected,
          shall be paid as of each interval such Participant elected;  provided,
          however,   that  any  such   amounts   remaining   credited   to  such
          Participant's  Plan  Accounts  shall  continue  to  be  credited  with
          Interest  Equivalents  pursuant  to  Paragraph  4(b),  except that the
          Interest  Equivalents  so  credited  shall  be  paid  directly  to the
          Participant.  If a Participant  has elected to receive  payment of his
          Plan  Accounts in a mode other than a lump sum  pursuant to  Paragraph
          (a) above,  to the  extent his Plan  Accounts  are  credited  based on
          Phantom  Stock  pursuant to  Paragraph  4(d),  the number of shares of
          Phantom Stock  credited to his Plan Accounts shall be determined as of
          the last day of the month  preceding  the date of any such payment and
          each  subsequent  interval  thereafter,   and  such  number  shall  be
          multiplied  by a  fraction,  the  numerator  of  which  is one and the
          denominator  of which is the  remaining  number of  payments  that the
          Participant elected, and an amount equal to the value of the resulting
          number of shares of  Phantom  Stock,  based  upon the  average  of the
          closing  prices of common  stock of the Company on the twenty  trading
          days preceding such date, shall be paid to such Participant.

     (3)  If  Paragraphs   (b),  (c)  or  (d)  above  apply,   the  value  of  a
          Participant's  Plan  Accounts  shall  be  determined  as of  the  date
          specified  in the  applicable  Paragraph  and an amount  equal to such
          value shall be paid to the Participant or his designated  beneficiary;
          provided,  however,  that if the  Participant  has elected to have his
          Plan Accounts  credited  based on Phantom Stock  pursuant to Paragraph
          4(d),  the value of his Plan Accounts  shall be based upon the average
          of the  closing  prices of common  stock of the  Company on the twenty
          trading days preceding such date.

(f)  Form of Payment. All payments under the Plan shall be solely in the form of
     cash. Without limiting the generality of the foregoing, nothing in the Plan
     shall be  construed  as giving  any  Participant  any rights as a holder of
     common  stock or any other  equity  security  of the Company as a result of
     such Participant's participation in this Plan or his election to credit his
     Plan Accounts with Phantom Stock.

(g)  Debiting of Plan Accounts. Once an amount has been paid to a Participant or
     his beneficiary,  such amount or the Phantom Stock equivalent thereof shall
     be debited from the Participant's Plan Accounts.

(h)  Six-Month Payment Delay. Notwithstanding any of the foregoing provisions of
     this Section 5 to the  contrary,  no payments to a  Participant  under this
     Plan shall be made or commenced  prior to the expiration of six months from
     the making of any election  pursuant to Paragraph  4(d) above,  unless such
     payments  are made on  account  of the  death,  disability,  retirement  or
     termination  of  employment of the  Participant  within the meaning of Rule
     16b-3 promulgated by the Securities Exchange Commission.

6.   Distributions for Unforseeable Emergency

     In the event the Rule 16b-3 Committee,  in its sole discretion,  determines
     that a Participant has an unforseeable emergency,  the Rule 16b-3 Committee
     may direct  that such  portion of the amounts  credited to a  Participant's
     Plan  Accounts  as it  determines  is  reasonably  needed to  satisfy  such
     unforseeable  emergency be paid to the  Participant in one lump sum payment
     as soon as practicable  following the Rule 16b-3 Committee's  determination
     of the existence and extent of such unforseeable emergency. For purposes of
     this  Paragraph 6, a  unforseeable  emergency  shall mean severe  financial
     hardship to a Participant that arises from a sudden and unexpected  illness
     or accident of the Participant or of a dependent of a Participant,  loss of
     the Participant's  property due to casualty,  or similar  extraordinary and
     unforeseeable  circumstances  arising  as a result  of  events  beyond  the
     control of such  Participant.  Further,  no payment may be made pursuant to
     this  Paragraph  6 to the extent  such  severe  financial  hardship  may be
     relieved  (i)  through   reimbursement  or  compensation  by  insurance  or
     otherwise,  (ii) by liquidation of the Participant's  assets, to the extent
     the  liquidation  of such assets would not itself  cause  severe  financial
     hardship,  or (iii) by cessation of deferrals  under the Plan. For purposes
     of this  Paragraph  6, the  purchase of a house or  education  expenses for
     children,  shall not be  considered  to be  unforseeable  emergencies.  The
     decision  of  the  Rule  16b-3   Committee   regarding   the  existence  or
     nonexistence of an unforseeable  emergency of a Participant  shall be final
     and binding. The Rule 16b-3 Committee shall have the authority to require a
     Participant  to provide such proof as it deems  necessary to establish  the
     existence  and  nature of the  Participant's  unforseeable  emergency.  The
     foregoing notwithstanding,  a Participant who is a member of the Rule 16b-3
     Committee  shall not  participate in the  deliberations  or decision of the
     Rule16b-3 Committee regarding a hardship distribution to such Participant.


7. Prohibition Against Assignment or Encumbrance

     No right, title,  interest or benefit hereunder shall ever be liable for or
     charged with any of the torts or  obligations  of a Participant or a person
     claiming under a Participant, or be subject to seizure by any creditor of a
     Participant or any person  claiming under a Participant.  No Participant or
     any person claiming under a Participant  shall have the power to anticipate
     or dispose of any right, title, interest or benefit hereunder in any manner
     until same shall have been actually distributed free and clear of the terms
     of the Plan.

8. Nature of the Plan

     The Plan and any election  agreements  executed  thereunder  constitute  an
     unfunded, unsecured liability of the Company to make payments in accordance
     with the  provisions  hereof,  and  neither a  Participant  nor any  person
     claiming under the Participant shall have any security or other interest in
     any  specific  assets of the  Company by virtue of this Plan.  Neither  the
     establishment  of the Plan,  the  crediting of amounts to Plan Accounts nor
     the  setting  aside of any funds  shall be  deemed  to create a trust.  The
     Company at its election may fund the payment of benefits  under the Plan by
     setting aside and  investing,  in an account on the Company's  books,  such
     funds as the Company may from time to time  determine.  Legal and equitable
     title  to any  funds so set  aside  shall  remain  in the  Company,  and no
     Participant  shall have any security or other  interest in such funds.  Any
     funds so set aside shall remain  subject to the claims of the  creditors of
     the Company, present and future.

9. Amendment and Termination of Plan

     The  Company  shall  have the  right to alter or amend the Plan or any part
     thereof from time to time, except the Company shall not make any alteration
     or amendment that would impair the rights of a Participant  with respect to
     amounts  theretofore  credited to that  Participant's  Plan  Accounts.  The
     Company may terminate the Plan at any time. If not sooner  terminated under
     the provisions of this  paragraph,  the Plan shall terminate as of the date
     on which all amounts theretofore credited to Plan Accounts have been paid.

10. No Tax Guarantee

     Neither the Plan nor any representation made in connection with it shall be
     construed  to be an  assurance  or  guarantee  of a deferral  of income for
     income tax purposes of any amount to be paid pursuant to the Plan.

11. Number and Gender

     Wherever appropriate herein, words used in the singular shall be considered
     to include the plural,  and words used in the plural shall be considered to
     include the singular.  The masculine  gender,  where appearing in the Plan,
     shall be deemed to include the feminine gender.

12. Laws Governing

     The  Plan and any  documents  executed  in  connection  therewith  shall be
     construed  in  accordance  with and  governed  by the laws of the  State of
     Texas.

                            OCEAN ENERGY, INC.



                            By:      ______________________
                            Name:    ______________________
                            Title:   ______________________


VEHOU02:138559.1