Summary of 2005 Non-Employee Director and Executive Officer Compensation and Incentive Arrangements

Exhibit 10.20

SEITEL, INC.

Summary of 2005 Non-Employee Director and Executive Officer

Compensation and Incentive Arrangements

Non-Employee Director Compensation

            For fiscal year 2005, non-employee directors of Seitel, Inc. (the "Company") receive an annual fee of $30,000, annual restricted stock awards valued at $20,000 (granted at the close of the first trading date of the calendar year), $1,500 for each board meeting attended in person and $500 for each board meeting attended by telephone conference, including committee meetings attended.  In addition, the Chairman of the Board receives $250,000 per year, the Lead Director receives $1,500 per day when performing services on behalf of the Company, and annual fees are paid to each committee chairman as follows: audit committee, $15,000; compensation committee, $10,000; corporate governance and nominating committee $7,500. All directors are entitled to reimbursement for their reasonable out-of-pocket expenditures.  These arrangements were established in July 2004, soon after the Company emerged from bankruptcy.  The Lead Director position was added in October 2004.

Executive Officer Compensation

            The Company has the following compensatory arrangements with each of its executive officers for fiscal year 2005: