FIRST AMENDMENT TO
OCEAN ENERGY, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
MEMBERSHIP AGREEMENT
WHEREAS, OCEAN ENERGY, INC., a Texas corporation, formerly known as
Seagull Energy Corporation (the "Company"), and XXXXX X. XXXXXXX (the
"Employee") have heretofore executed an instrument entitled "SEAGULL ENERGY
CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN MEMBERSHIP AGREEMENT" (the
"Agreement"), evidencing the terms and conditions of the Employee's membership
in the OCEAN ENERGY, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN, formerly known
as the Seagull Energy Corporation Executive Supplemental Retirement Plan ( the
"Plan"); and
WHEREAS, the Company and the Employee desire to amend the Agreement;
NOW, THEREFORE, the parties hereto agree as follows, effective as of
June 26, 2000:
1. Paragraph 3 of the Agreement shall be deleted and the following shall
be substituted therefor:
"3. For purposes of Section 1.01(8) of the Plan, Employee's
Compensation shall include (a) `deemed salary' equal to the base salary
that Employee would have received if he had not received an option to
purchase common stock of the Company in lieu of such salary pursuant to
paragraph 3.1 of the Employment Agreement and (b) all amounts received
by Employee as bonuses from the Company."
2. As amended hereby, the Agreement is specifically ratified and
reaffirmed.
EXECUTED this ____________ day of _____________________________, 2000.
OCEAN ENERGY, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
EMPLOYEE
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Xxxxx X. Xxxxxxx
Houston:321750 v 1
