0000320321-03-000019 Sample Contracts

FIRST AMENDMENT TO DEVON OEI OPERATING, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN MEMBERSHIP AGREEMENT
Retirement Plan Membership Agreement • May 13th, 2003 • Devon Oei Operating Inc • Crude petroleum & natural gas

WHEREAS, Devon OEI Operating, Inc. (the “Company”) and William L. Transier (the “Employee”) have heretofore entered into a Membership Agreement (the “Agreement”) evidencing the terms and conditions of the Employee’s membership in the Devon OEI Operating, Inc. Executive Supplemental Retirement Plan (the “Plan”); and

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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • May 13th, 2003 • Devon Oei Operating Inc • Crude petroleum & natural gas • New York

This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “First Amendment”) executed effective as of the 17th of April, 2003 (the “Effective Date”) is among OCEAN ENERGY, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”); OCEAN ENERGY, INC., a corporation duly organized and validly existing under the laws of the state of Louisiana (the “Guarantor”, and together with the Company, the “Obligors”); each of the other Agents and Lenders that is a signatory hereto; and JPMORGAN CHASE Bank, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

THIRD AMENDMENT TO OCEAN ENERGY, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN MEMBERSHIP AGREEMENT
Plan Membership Agreement • May 13th, 2003 • Devon Oei Operating Inc • Crude petroleum & natural gas

WHEREAS, the Company and Employee desire to amend the Agreement in certain respects, contingent on, and effective upon, the consummation of the transactions contemplated by the Agreement and Plan of Merger between Devon Energy Corporation, Devon NewCo Corporation and the Company dated as of February 23, 2003, as the same may be amended from time to time (the “Merger Agreement”);

FIRST AMENDMENT TO DEVON OEI OPERATING, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN MEMBERSHIP AGREEMENT
Retirement Plan Membership Agreement • May 13th, 2003 • Devon Oei Operating Inc • Crude petroleum & natural gas

WHEREAS, Devon OEI Operating, Inc. (the “Company”) and Robert K. Reeves (the “Employee”) have heretofore entered into a Membership Agreement (the “Agreement”) evidencing the terms and conditions of the Employee’s membership in the Devon OEI Operating, Inc. Executive Supplemental Retirement Plan (the “Plan”); and

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