SEITEL, INC.



                        INCENTIVE COMPENSATION AGREEMENT



     THIS CONTRACT AND AGREEMENT made and entered into this 11th day of March,

1993, by and between SEITEL, INC., a Delaware corporation, (referred to herein

as the "Company"), DEBRA D. VALICE, PAUL A. FRAME and HORACE A. CALVERT,

Trustees of the Supplemental Income Trust and each individual who executes the

Ratification Form attached hereto as Exhibit "A" (hereinafter referred to as

"Employee").



     WHEREAS, the services of the Employees, their experience and dedication to

the Company, their reputation and contacts in the industry are invaluable to the

Company; and,



     WHEREAS, the Company wishes to reward each Employee for his/her involvement

in the Company's projects and subsequent success that he/she has brought to the

Company;



     WHEREAS, the Company has established the trust in which these benefits are

to be placed for the Employee;



     NOW, THEREFORE, in further consideration for the Employee's continued

employment, and upon the terms and conditions stated below, the parties agree as

follows:



                                    ARTICLE I

                                   DEFINITIONS



     1.1  Definitions. Unless the context of this Agreement otherwise requires,

the terms defined herein shall have the following meanings:



          (a) The term "Beneficiary" shall mean the Employee and any successor

     in interest to such Employee who acquires his/her interest by devise or

     intestate succession.



          (b) The term "Benefits" shall mean those amounts which are payable to

     the Beneficiary as a result of this agreement.



          (c) The term "Company" shall mean Seitel, Inc., a Delaware

     corporation.



          (d) The term "Contributions" shall mean the amounts paid by the

     Company equal to (i) a percentage of the revenue so designated for the

     contributions to the Trusts and (ii) those amounts due and payable directly

     to Beneficiaries who are not or are no longer Employees of the Company.



          (e) The term "Designated Percentage" means the percentage of a

     particular Funding Pool assigned to a specific Employee by the Company.



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          (f) The term "Designated Project Line" means any Project Line

     separately identified by the Company pursuant to the procedures set forth

     in Paragraph 3.1.



          (g) The term "Employee" shall mean any employee of the Company who has

     executed the Ratification form attached hereto as Exhibit "A".



          (h) The term "Funding Pool" shall have the meaning as provided in

     Article IV hereof.



          (i) The term "Net Billing" shall mean the amount of revenue received

     for a Project Line by the Company net of the typical selling commission,

     which is 6% at the time of the execution of this Agreement.



          (j) The term "Partially Funded Project Line" means one in which all

     Third Party Costs are not paid for or underwritten by parties other than

     the Company and Company elects to pay the shortfall.



          (k) The term "Project Line" shall mean each separate and identifiable

     group of reports, data, software, charts, graphs and other forms of

     information related to a line of seismic exploration, which is gathered by

     the Company.



          (1) The term "Third Party Costs" shall mean those costs incurred by

     the Company for a Project Line. It is understood by the parties that even

     after a Project Line starts to produce revenue, additional third party

     costs may be added to a Project Line because of subsequent development.

     Third Party Costs excludes any capitalized internal charges, capitalized

     management fees or any other form of overhead allocation.



          (m) The term "Trust" means the Supplemental Income Trust executed

     effective the 30th day of December, 1990.



          (n) The term "Trustees" means Debra D. Valice, Paul A. Frame and

     Horace A. Calvert, or the then acting trustees of the Trust.



          (o) The term "Zero Cost Project Line" means a Project Line under which

     all Third Party Costs are paid for or will be underwritten by parties other

     than the Company.



                                   ARTICLE II

                             EMPLOYER'S CONTRIBUTION



     2.1  Contributions. The Company agrees to make Contributions under the

terms stated in this Agreement for the benefit of those Employees who have

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