AMENDMENT
NO. 6 TOAMENDED
AND RESTATED RIGHTS AGREEMENT

|1. |  | General
Background. In accordance with Section 26 of the Amended and Restated Rights Agreement
between Fleet National Bank (f/k/a BankBoston, N.A.)(Fleet National) and Ocean Energy,
Inc. dated December 12, 1997 (as amended to date, the Agreement), Fleet National and
Ocean Energy, Inc. desire to amend the Agreement to appoint EquiServe Trust Company, N.A.
(EquiServe) as successor rights agent under the Agreement.
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|2. |  | Effectiveness.
This Amendment shall be effective as of _________________ (the Amendment) and all
defined terms and definitions in the Agreement shall be the same in the Amendment except
as specifically revised by the Amendment.
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|3. |  | Revision.
Section 21 of the Agreement entitled Change of Rights Agent is hereby deleted in its
entirety and replaced with the following:
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Change of
Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged
from its duties under this Agreement upon 30 daysnotice in writing mailed to the
Company and to each transfer agent of the Common Shares or Preferred Shares by registered
or certified mail and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 daysnotice
in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall fail to
make such appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the resigning
or incapacitated rights Agent or by the holder of a Right Certificate (who shall, with
such notice, submit such holders Right Certificate for inspection by the company),
then the registered holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be a corporation or trust
company organized and doing business under the laws of the United States, in good
standing, which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the time of its
appointment as Rights Agent a combined capital and surplus of at least $100 million
dollars. After appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Shares or Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

|4. |  | Fleet National hereby resigns as rights agent under the Agreement and EquiServe
          is hereby appointed as successor rights agent to serve in accordance with the
          terms of the Agreement. References throughout the Agreement to Fleet National as
          the former rights agent shall be deemed to refer to EquiServe, as successor
          rights agent.
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|5. |  | Section
25 of the Agreement is amended to replace the address of the Rights Agent therein with
the following:
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EquiServe
Trust Company, N.A. 150 Royall Street Canton, MA 02021

|6. |  | Except
as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in
full force and effect.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of this ___ day of _________, 2001.

|                             | 
|---------------------------- | 
|Ocean Energy, Inc.           | 
|By:                          | 
|Title:                       | 
|EquiServe Trust Company, N.A | 
|By:                          | 
|Title:                       | 

OFFICERS
CERTIFICATE

Reference
is made to the Amended and Restated Rights Agreement (as amended, the Rights
Agreement), between Ocean Energy, Inc., a Delaware corporation (formerly known as
Seagull Energy Corporation and referred to herein as the Company), and Fleet National
Bank (f/k/a BankBoston, N.A.) (the Rights Agent).

The
undersigned, being a duly elected officer of the Company, hereby certifies to
the Rights Agent that the amendment attached hereto is in compliance with the
terms of Section 26 of the Rights Agreement, and, on behalf of the Company,
directs that the Rights Agent execute such amendment in accordance with Section
26 of the Rights Agreement.

IN
WITNESS WHEREOF, the undersigned has executed this certificate as of the ____
day of _____________, 2001.

| |  | Robert
K. Reeves Executive Vice President, General Counsel and Secretary
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