THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, SEITEL, INC., a Delaware corporation (together with its successor and assigns, the “Company”) and KEVIN P. CALLAGHAN, (the “Executive”) have previously entered in an Employment Agreement dated January 30, 2007 (as previously amended, the “Agreement”); and,

WHEREAS, the Compensation Committee of the Company has approved the increase of the Executive's annual bonus target; and

WHEREAS, in furtherance of such approval, the Company and the Executive wish to amend certain provisions of the Agreement,

THEREFORE, the Agreement is hereby amended, effective as of January 1, 2012, as follows:

1.    The Bonus provisions set forth in Section 5 of the Agreement are hereby deleted and are amended and restated in their entirety to read as follows:

5.    Bonus.

Beginning in calendar year 2012, the “Cash Bonus” shall be determined under the annual incentive plan or program of the Company, the terms of which, including the threshold, target and maximum bonus levels, shall be proposed by the President and CEO, and approved in the sole and absolute discretion of the Board or Compensation Committee of the Board (the “Compensation Committee”) on a calendar year basis during the Term (the “Annual Incentive Plan”). If the Board or Compensation Committee determines that the Executive has obtained the targets in the Annual Incentive Plan, he will be eligible to receive a target amount of 80% of his Base Salary (“Target Bonus”) amount as a Cash Bonus. If the Executive exceeds the maximum target in the Annual Incentive Plan (as set forth therein), he will be eligible to earn a maximum Cash Bonus of up to 120% of his Base Salary. The Cash Bonus will be payable when bonuses are paid under Company policies and procedures or as determined by the Board or Compensation Committee, but in no event later than March 15^th of the calendar year following the calendar year to which the Cash Bonus relates.

2.    Except as otherwise amended herein, all the terms and provisions of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment on July 27, 2012, to be effective as of January 1, 2012.

SEITEL, INC.

EXECUTIVE: