# SECOND
AMENDMENT TOOCEAN
ENERGY, INC.EXECUTIVE
SUPPLEMENTAL RETIREMENT PLAN(As
Amended and Restated)

WHEREAS,
Ocean Energy, Inc. (the Company) maintains the Ocean Energy, Inc.
Executive Supplemental Retirement Plan (the Plan); and

WHEREAS,
the Company desires to amend the Plan solely to conform the Plan to the  requirements of
§ 5.14(b)(viii) of 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) with such
amendment contingent on, and effective  upon, the consummation of the transactions
contemplated by the Merger Agreement;

NOW,
THEREFORE, the Plan is hereby amended as follows, effective as of the  Effective
Time, which, for purposes of this Amendment, shall have  the meaning ascribed to it
in the Merger Agreement:

|1. |  | Section
1.01(5) is amended by adding thereto a sentence to read as follows:
|-- |  | ---------------------------------------------------------------------------

| |  | The
Average Monthly Compensation used to determine a Members benefit shall not  be less
than such Members Average Monthly Compensation determined as of  January 1, 2003.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Section
1.01(15) is amended by adding thereto a sentence to read as follows:
|-- |  | ----------------------------------------------------------------------------

| |  | Notwithstanding
the foregoing, a Member may elect to receive an amount equal to 95% of the  Actuarial
Equivalent of his vested Accrued Benefit paid in a single lump sum,  provided that
provision for such lump sum payment election is specifically set  forth in his Membership
Agreement.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Section
7.01 is amended by adding thereto a sentence to read as follows:
|-- |  | ------------------------------------------------------------------------

| |  | No
amendment shall be made to the Plan that would adversely affect a Members  right to
continued vesting in his benefit under the Plan based on his continued  service with the
Company, its parent entity and its affiliates.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | Section
7.02 is amended by adding thereto a sentence to read as follows:
|-- |  | ------------------------------------------------------------------------

| |  | No
amendment may adversely affect a Members right to be 100% vested in his  Accrued
Benefit upon the termination of the Plan.
| |  | --------------------------------------------------------------------------------------------------------------------------------

|5. |  | As
amended hereby, the Plan is specifically ratified and reaffirmed. If the Merger
Agreement is terminated without the consummation of the transaction contemplated
thereby, this Amendment shall be null and void and of no effect.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXECUTED this
___________________, 2003, effective for all purposes as of the Effective  Time.

OCEAN
ENERGY, INC.

By:__________________
  Name:________________Title:_________________