FOURTH AMENDMENT
                                     TO THE

                           UNITED MERIDIAN CORPORATION
             1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN

                  WHEREAS,  there is reserved to the Board of  Directors  of the
Company in Section 7 of the United Meridian  Corporation 1994 Outside Directors'
Nonqualified Stock Option Plan (the "Plan") the right to amend the Plan;

                  NOW, THEREFORE,  as of the effective date of the Ocean Energy,
Inc. 1998 Long-Term Incentive Plan, the Plan is hereby amended as follows:

         1.       Section 2 is amended to read as follows:

                  "Notwithstanding  anything  in the  Plan to the  contrary,  no
                  options or other  awards  may be granted  under the Plan on or
                  after the effective date of this Fourth Amendment."

                  Except as amended  by this  Fourth  Amendment,  the Plan shall
                  continue without interruption or change.

                  Dated: March 27, 1998