Exhibit 10.2























OCEAN
ENERGY, INC.
EXECUTIVE
SUPPLEMENTAL RETIREMENT PLAN
(as Amended
and Restated)








OCEAN ENERGY,
INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN





        WHEREAS, OCEAN ENERGY, INC. (the
"Company"), desiring to aid certain of its executives in making provision for their
retirement for the purpose of assisting the Company to recruit and retain key management
personnel, maintains the OCEAN ENERGY, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (the
"Plan"); and 



        WHEREAS, the Company desires to
amend the Plan in certain respects; 



        NOW,
THEREFORE, the Plan is hereby amended and restated as follows, effective as of
July 1, 2001: 








I.

Definitions and Construction




        1.01
Definitions Where the following words and phrases appear in the Plan,
they shall have the respective meanings set forth below, unless their context
clearly indicates to the contrary. 



	(1)	Accrued
Benefit: The benefit of a Member determined under the Plan. 






	(2)	
Actuarial Equivalent: Equality in value of the aggregate amounts expected
to be received under different forms of payment based upon (a) if prior to a
Change in Control (as defined in the Company’s 2001 Long-Term Incentive
Plan or its successor), mortality and interest rate assumptions adopted by the
actuary for the Plan and (b) if on and following a Change in Control, (i) the
Applicable Mortality Table (as defined in section 417(e)(3)(A)(ii)(I) of the
Code), and (ii) the annual rate of interest on 30-year Treasury securities for
the calendar month that is three months prior to the calendar year in which the
Member’s Annuity Starting Date occurs.






	(3) 	Annuity
Starting Date: The first day of the first period with respect to which an amount is
received as a benefit pursuant to the Plan.






	(4) 	Applicable
Percentage: The percentage determined by the Committee and set forth in a Member's
Membership Agreement which is used to compute his Accrued Benefit.






	(5)	
Average Monthly Compensation: The result obtained by dividing the total
Compensation paid to a Member during a considered period by the number of months
during the considered period. The considered period shall be the Member’s
last five consecutive calendar years of employment with the Company and its
subsidiaries (including any predecessors); provided, that if a Member has less
than five consecutive calendar years of employment, his considered period shall
be all of his completed calendar years of employment.






	(6) 	Code:
The Internal Revenue Code of 1986, as amended.







	(7) 	Committee:
The Compensation Committee of the Directors.







	(8) 	Company:
Ocean Energy, Inc., a Delaware corporation.







	(9)	Compensation:
Except as otherwise provided in a Member’s Membership Agreement, the total of all
amounts paid by the Company to or for the benefit of a Member for services rendered or
labor performed while a Member, including (i) elective contributions made on a Member’s
behalf by the Company that are not includable in income under sections 125, 129 or 402(g)
of the Code and (ii) elective deferrals of compensation, including incentive bonuses,
under a nonqualified deferred compensation program, but excluding non-cash remuneration,
income incurred as a result of the exercise of stock options or stock appreciation
rights, and fringe benefits or perquisites (whether paid in cash or in kind) and, except
as expressly included herein, Company contributions to any other deferred compensation
program.






	(10) 	Directors:
The Board of Directors of the Company.







	(11) 	Eligible
Surviving Spouse: A surviving spouse to whom a deceased Member was married on his Annuity
Starting Date or, if earlier, his date of death.






	(12) 	Member:
Any employee of the Company or any subsidiary of the Company who has been designated by
the Committee to be a Member of the Plan and who has executed a Membership Agreement.







	(13)	Membership
Agreement: The agreement executed by and between an employee of the Company or any
subsidiary evidencing his status as a Member of the Plan and setting forth the terms and
conditions of such membership. A Member’s Membership Agreement may change any
provision of the Plan as it pertains to such Member and such provision as so changed
shall be applicable and binding with respect to such Member and the Company as if set
forth in the text of the Plan.






	(14) 	Normal
Retirement Date: The date upon which a Member attains sixty-five years of age.







	(15) 	Pension:
With respect to a Member entitled to receive benefits under the Plan, a series of monthly payments for the life of the Member.








	(16) 	Plan:
The Ocean Energy, Inc. Executive Supplemental Retirement Plan, as amended from time to
time.







	(17) 	Plan
Year: Any twelve consecutive month period commencing upon January 1 of each year.







	(18) 	Trust:
The trust, if any, established under the Trust Agreement.






	(19) 	Trust
Agreement: The agreement, if any, entered into between the Company and the Trustee
pursuant Article II.







	(20) 	Trust
Fund: The funds and properties, if any, held pursuant to the provisions of the Trust
Agreement, together with all income, profit, and increments thereto."






	(21) 	Vested
Interest: The percentage of a Member's Accrued Benefit which, pursuant to the Plan and
his Membership Agreement, is nonforfeitable.






        1.02
Number and Gender. Wherever appropriate herein, words used in the
singular shall be considered to include the plural and the plural to include the
singular. The masculine gender, where appearing in this Plan, shall be deemed to
include the feminine gender. 



II.
Purpose and Nature of the Plan




        The
purpose of the Plan is to provide supplemental retirement benefits for those
employees who are designated by the Committee as Members and who complete the
required period of employment with the Company and its subsidiaries. The Plan is
intended to provide a method for attracting and retaining key employees of the
Company and its subsidiaries and to encourage such individuals to remain with
the Company and its subsidiaries and devote their best efforts to its affairs.
The Plan shall constitute an unfunded, unsecured obligation of the Company to
make retirement benefit payments in accordance with the provisions of the Plan.
The establishment of the Plan shall not be deemed to create a trust. No Member
shall have any security or other interest in any assets of the Company. 



        The
Committee, in its sole discretion, may establish the Trust and direct the
Company to enter into the Trust Agreement. In such event, the Company shall
remain the owner of all assets in the Trust Fund and the assets shall be subject
to the claims of the Company’s creditors if the Company ever becomes
insolvent. For purposes hereof, the Company shall be considered
“insolvent” if (a) the Company is unable to pay its debts as they
become due, or (b) the Company is subject to a pending proceeding as a debtor
under the United Sates Bankruptcy Code (or any successor federal statute). The
chief executive officer of the Company and its board of directors shall have the
duty to inform the Trustee in writing if the Company becomes insolvent. When so
informed, the Trustee shall suspend payments to the Members and hold the assets
for the benefit of the Company’s general creditors. If the Trustee receives
a written allegation that the Company is insolvent, the Trustee shall suspend
payments to the Members and hold the Trust Fund for the benefit of the
Company’s general creditors, and shall determine whether the Company is
insolvent. If the Trustee determines that the Company is not insolvent, the
Trustee shall resume payments to the Members. No Member or beneficiary shall
have any preferred claim to, or any beneficial ownership interest in, any assets
of the Trust Fund. 



III.
 Participation



        3.01
Selection of Participants. The Committee shall select those individuals
who will participate in the Plan. Members of the Plan shall be selected from
among those key employees of the Company or any subsidiary of the Company who,
in the opinion of the Committee, are in a position to make the most significant
contributions to the long-term profitability of the Company. The term
“employee” shall mean any person (including any officer) employed by
the Company or a subsidiary on a full-time salaried basis and shall include
directors who are also employees of the Company or of a subsidiary. For purposes
of the Plan, the term “subsidiary” shall mean any entity a majority of
the outstanding voting stock or voting power of which is beneficially owned
directly or indirectly by the Company. No member of the Committee while serving
as such shall be eligible to be a Member of the Plan. 



        3.02
Notice. The Committee shall give written notice to each employee who has
been selected to be a Member of the Plan. Each Member of the Plan shall execute
a Membership Agreement setting forth the terms and conditions of his membership. 



IV.
 Benefits



        4.01
No Benefits Unless Herein Set Forth. Except as set forth in this Article,
a Member shall acquire no right to any benefit under the Plan. The elimination
of the Social Security Benefit offset hereunder shall not apply to any Member
who terminated prior to July 1, 2001. 



        4.02
Retirement. 



        (a)
A Member whose employment with the Company and its subsidiaries is terminated,
for a reason other than death, on or after his Normal Retirement Date shall be
entitled to receive, as of such date, a Pension commencing on the first day of
the month coinciding with or next following the Member’s Annuity Starting
Date, each monthly payment of such Pension being equal to his Applicable
Percentage of his Average Monthly Compensation. 



        (b)
With respect to any Member who is to receive his benefit pursuant to Paragraph
(a) above, such Member’s Annuity Starting Date shall be his Normal
Retirement Date or, if later, the first day of the first month coincident with
or immediately following his termination of employment with the Company and its
subsidiaries. 



        4.03
Severance Benefit. 



        (a)
For purposes of this Section, a Member’s Vested Interest shall be
determined by such Member’s full years of Vesting Service in accordance
with the vesting schedule established by the Committee with respect to such
Member at the time he is designated as a Member of the Plan. A Member’s
vesting schedule shall be set forth in his Membership Agreement. A Member shall
be credited with one year of Vesting Service for each calendar year during which
he is employed by the Company or a subsidiary on a full-time basis or during
which he is entitled to severance benefits pursuant to a contract or the
Company’s regular severance policy. 



        (b)
Paragraph (a) above notwithstanding, a Member shall have a 100% Vested Interest
upon termination of his employment by reason of total and permanent disability. 



        (c)
Each Member whose employment is terminated prior to his Normal Retirement Date
for any reason other than death or total and permanent disability shall be
entitled to receive a Pension commencing on the first day of the month
coinciding with or next following such Member’s Normal Retirement Date,
each monthly payment of such Pension being equal to the product of such
Member’s Vested Interest, as of the date his employment was terminated, and
his Applicable Percentage of his Average Monthly Compensation. 



        (d)
With respect to any Member who is to receive his benefit pursuant to Paragraph
(c) above, such Member’s Annuity Starting Date shall be his Normal
Retirement Date. 



        4.04
Death Benefits. 



        (a)
A married Member with an Eligible Surviving Spouse shall have a survivor annuity
paid to his Eligible Surviving Spouse in the event such Member dies while
employed by the Company or a subsidiary. The survivor annuity provided by this
Paragraph (a) shall consist of monthly payments in the same amount such deceased
Member would have received had he terminated his employment with the Company and
its subsidiaries on the day prior to his death assuming, for such purposes, that
he had a 100% Vested Interest as of such date without regard to his actual
Vested Interest as of such date. Payment of the survivor annuity provided by
this Paragraph (a) shall begin as of the first day of the month coinciding with
or next following the Member’s date of death and shall end as of the date
of the Eligible Surviving Spouse’s death. 



        (b)
A married Member with an Eligible Surviving Spouse shall have a survivor annuity
paid to his Eligible Surviving Spouse in the event such Member dies after
termination of employment with the Company and its subsidiaries and prior to his
Annuity Starting Date. The survivor annuity provided by this Paragraph (b) shall
consist of monthly payments in the same amount such deceased Member would have
been entitled to receive commencing as of his Annuity Starting Date. Payment of
the survivor annuity provided by this Paragraph (b) shall begin as of the first
day of the month coinciding with or next following the Member’s date of
death and shall end as of the date of the Eligible Surviving Spouse’s
death. 



        (c)
Any married Member with an Eligible Surviving Spouse who dies after his Annuity
Starting Date shall have paid to such Eligible Surviving Spouse a survivor
annuity consisting of monthly payments in an amount equal to the monthly amount
the Member was receiving prior to his death. Such survivor annuity shall
commence as of the first day of the month coinciding with or next following the
Member’s date of death and shall end as of the date of the Eligible
Surviving Spouse’s death. 



        4.05
Disability Benefits.



        (a)
A Member whose employment with the Company and its subsidiaries is terminated by
reason of total and permanent disability shall be entitled to receive a Pension
commencing on the first day of the month coinciding with or next following the
date of such Member’s termination of employment, each monthly payment of
such Pension being equal to the following amount: 



	 	        (1)
his Applicable Percentage of his Average Monthly Compensation; minus 







	 	        (2)
100% of the monthly disability benefits received by him pursuant to the Ocean Energy,
Inc. Long Term Disability Income Plan. 







	 	
For purposes of computing item (2) above, the Member shall supply the Committee with
such information as it may reasonably request. If a Member fails to supply the
Committee with such information, the Company shall have no obligation to pay any
benefits under the Plan to such Member. For purposes of this Paragraph (a) and
section 4.03(b), a Member shall be deemed to be totally and permanently disabled
if such Member has been determined to be eligible for benefits under the Ocean
Energy, Inc. Long Term Disability Income Plan.






        (b)
With respect to any Member who is to receive his benefit pursuant to Paragraph
(a) above, such Member’s Annuity Starting Date shall be the first day of
the first month coincident with or immediately following the date the Committee
determines that he is totally and permanently disabled. 



        4.06.
Involuntary Cashouts. The Committee, in its sole discretion, may at any
time pay a terminated Member (or a Member’s Eligible Surviving Spouse) the
Actuarial Equivalent of the Member’s Accrued Benefit in a single lump sum
payment and upon such payment no further benefits shall be due such person
pursuant to the Plan. 



V.
Forfeitures




        5.01
Discharge for Cause. Notwithstanding anything in the Plan to the
contrary, if a Member’s employment is terminated by the Company or one of
its subsidiaries because he has engaged in misconduct to the material detriment
of the Company and its subsidiaries taken as a whole or because he has been
convicted of a felony, he shall not be entitled to receive any benefit under the
Plan and his Accrued Benefit shall be forfeited. 



        5.02
Competition with the Company. Except as otherwise provided in a
Member’s Membership Agreement, if a Member engages in competitive
activities against the Company and its subsidiaries to the material detriment of
the Company and its subsidiaries taken as a whole following his termination of
employment, he shall forfeit all right and entitlement to any amount of Accrued
Benefit under the Plan (regardless of whether payment of same has commenced) at
the time he engages in such competitive activities[; provided, however, the
foregoing forfeiture provision shall not be applicable if the Member’s
employment is terminated (i) by the Company or a subsidiary other than pursuant
to Section 5.01, (ii) by the Member and in connection with such termination the
Company is obligated to provide compensation and benefits to the Member pursuant
to a written employment agreement between the Member and the Company or (iii)
because the Member’s job is eliminated or substantially reduced in scope
following the Change in Control.] 



VI.
 Administration of
the Plan



        6.01
Administration. The Committee shall be charged with the general
administration of the Plan. The Committee shall be the “plan
administrator” and shall be the “named fiduciary” with respect to
the general administration of the Plan. 



        6.02
Committee Actions. All Committee actions shall be controlled by a vote of
a majority of its members; however, the signature of any Committee member on any
document shall be sufficient evidence for any person that such document is in
accordance with the terms of this Plan. 



        6.03
General Duties. The Committee shall have the exclusive duty and authority
to interpret the provisions of the Plan, to decide any disputes which may arise
regarding the rights of Members and to direct the general administration of the
Plan. Any disputes arising under the Plan shall be resolved by the Committee,
and its decision shall be binding on all concerned parties. In the event that an
individual’s claim for a benefit is denied or modified, the Committee shall
provide such individual with a written statement setting forth the specific
reasons for such denial or modification in a manner calculated to be understood
by the individual. Any such written statement shall reference the pertinent
provisions of the Plan upon which the denial or modification is based and shall
explain the Plan’s claim review procedure. Such individual may, within
sixty days of receipt of such written statement, make written request to the
Committee for review of its initial decision. Within sixty days following such
request for review, the Committee shall, after affording such individual a
reasonable opportunity for a full and fair hearing, render its final decision in
writing to such individual. 




        6.04
Committee Records. The Committee shall maintain records of all relevant data pertaining
to the Plan and minutes of all Committee meetings. Any Member may
inspect any records pertaining to him during business hours. 



        6.05
Expenses. All administrative expenses of the Committee shall be paid by
the Company and its subsidiaries in such proportions as may be agreed upon by
them from time to time. 



        6.06
Information. The Company shall supply full and timely information
relating to Members and such other pertinent facts as the Committee may require. 



        6.07
Administrative Powers. The Committee shall enforce the terms of the Plan and shall have
powers necessary to accomplish that purpose including, but not by
way of limitation, the following powers: 



	 	        (a)
to determine all questions relating to eligibility; 







	 	        (b)
to determine all questions involving the timing and/or amount of benefits payable to or
on behalf of Members;  







	 	        (c)
to hire legal counsel;  







	 	        (d)
to interpret Plan provisions and facts that are claimed to be the basis for benefit
entitlement and to make and publish rules for the administration of the Plan; and  







	 	        (e)
to delegate administrative duties to others which are not inconsistent with the terms of
the Plan.  







VII.
 Amendment and
Termination



        7.01
Right to Amend Reserved. The Company reserves the right to amend the Plan
at any time. In addition, the Chief Executive Officer of the Company may make
such amendments as to not materially increase the Company’s obligations
under the Plan. However, no amendment shall adversely affect any Member’s
rights with respect to an Accrued Benefit under the Plan, whether or not vested
or in pay status, including, without limitation, such rights provided by Section
VIII. The Company or the Chief Executive Officer, as the case may be, shall
promptly forward a copy of any such amendment to the Committee. 



        7.02
Termination of Plan. The Company may terminate the Plan at any time;
provided, however, each Member shall be automatically 100% vested in his Accrued
Benefit under the Plan upon such termination. 



        7.03
Automatic Termination of the Plan. The Plan shall terminate if the
Company is legally dissolved, declared bankrupt or makes a general assignment
for the benefit of its creditors, provided that Members shall have rights as
general unsecured creditors of the Company upon occurrence of any such event. 



VIII.
 Change in Control



        8.01
Funding of Trust. Upon a Change in Control, as defined in the
Company’s 2001 Long-Term Incentive Plan, or any successor thereto, the
Company shall, at the end of each month thereafter, make such contributions to
the Trust as are necessary, if any, for the then value of the assets of the
Trust to equal the Actuarial Equivalent of the then Accrued Benefits under the
Plan. Any failure to so fund the Trust shall cause all Accrued Benefits to be
100% vested upon such failure. In addition, the Members shall be furnished
written evidence by the Company of such funding as soon as reasonably practical
following each month. If such funding requirement is not met, a Member may
request in writing to the Company that such funding contribution be made and if
the Company fails to make such contributions prior to the end of the month
following the month of such request, the Member shall be immediately paid the
Actuarial Equivalent of his Accrued Benefit in a single, lump sum payment. 



IX.
Miscellaneous





        9.01
Alienability. A Member shall not have any power or right to transfer,
assign, anticipate, mortgage, commute or otherwise encumber in advance any of
the benefits payable hereunder, nor shall said benefits be subject to seizure
for payment of any debts or judgments of any of them, or be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise. 



        9.02
Participation in Other Plans. Nothing contained in the Plan shall be
construed to alter, abridge or in any manner affect the rights and privileges of
a Member to participate in any pension, profit sharing, bonus or similar plan
that the Company may now or hereafter have. 



        9.03
Reorganization. The Company shall not merge or consolidate with any other
corporation, or reorganize, unless and until such succeeding or continuing
corporation agrees to assume and discharge the obligations of the Company under
the Plan. 




        9.04
Not a Contract of Employment. The Plan shall not be deemed to constitute
a contract of employment nor shall any provision herein restrict the right of
the Company to discharge a Member or restrict the right of a Member to terminate
his employment. 



        9.05
Benefits Constitute Unsecured Liability. Benefits under the Plan
constitute an unfunded, unsecured liability of the Company to make payments in
accordance with the provisions hereof, and neither a Member nor any person
claiming under his shall have any security or other interest in any specific
assets of the Company by virtue of the Plan. 



        9.06
Governing Law. The Plan shall be construed, administered and governed in all respects by
the laws of the State of Texas, without regard to conflicts of laws
principles. 



        9.07
Counterparts. The Plan may be executed or conformed in any number of counterparts, each
of which will be deemed an original. 



        IN
WITNESS WHEREOF, the Company has executed this Plan amendment and restatement,
effective for all purposes as of [July 1,] 2001. 



	 	Ocean Energy, Inc.
 








	 	By:  
__________________________
       Name: _____________________ 

       Title: _______________________