# FIRST
AMENDMENTTOREVOLVING
CREDIT AGREEMENTAMONGOCEAN
ENERGY, INC.,as
the Company,JPMORGAN
CHASE BANK,as
Administrative Agentand
Auction Administrative Agent,andthe Agents
and Lenders Signatory HeretoEffective
as of April 17, 2003

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# FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

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).

# Recitals

A.  The
Company, the Administrative Agent and others as Agents and as Lenders are  parties to
that certain Revolving Credit Agreement dated as of May 31, 2002 (the  Revolving
Credit Agreement), pursuant to which the Lenders  have made certain credit
available to and on behalf of the Company.

B.  The
Company has informed the Administrative Agent and the Lenders that it has  entered into
that certain Agreement and Plan of Merger dated as of February 23,  2003 with Devon
Energy Company (Buyer) and Devon NewCo  Corporation, a direct and
wholly owned subsidiary of Buyer  (Newco), pursuant to which Buyer
will acquire all of the  outstanding shares of capital stock of the Company for the
consideration set  forth therein pursuant to a merger (the Merger) of
Newco with  and into the Company with the Company being the surviving entity; and in
connection with the Merger, the Company has requested and the Administrative  Agent and
the Majority Lenders have agreed to amend certain provisions of the  Revolving Credit
Agreement.

C.   NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein  contained,
for good and valuable consideration, the receipt and sufficiency of  which are hereby
acknowledged, the parties hereto agree as follows:

Section
1. Defined Terms.  Each capitalized term which is defined in the Revolving  Credit
Agreement, but which is not defined in this First Amendment, shall have  the meaning
ascribed such term in the Revolving Credit Agreement. Unless  otherwise indicated, all
section references in this First Amendment refer to the  Revolving Credit Agreement.

Section
2.  Amendments to Revolving Credit Agreement.

2.1  
Amendment to Definitions.

(a)  Change of Control.  
Section 1.1 is hereby amended by deleting the definition of the
term Change of Control in its entirety and inserting in
lieu thereof the following:

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Change
of Control shall mean a change either (i) resulting when any Unrelated
Person or any Unrelated Persons, other than the Permitted Holders, acting
together which would constitute a Group together with any Affiliates or Related
Persons thereof (in each case also constituting Unrelated Persons) shall at any
time Beneficially Own more than 35% of the aggregate voting power of all classes
of Voting Stock of the Company or (ii) during any period of two consecutive
years ending on or after the Effective Date, as determined as of the last day of
each calendar quarter after the Effective Date, the individuals (the
Incumbent Directors) who at the beginning of such period
constituted the Board of Directors of the Company (other than additions thereto
or removals therefrom from time to time thereafter approved by a vote of the
Board of Directors in accordance with the Companys bylaws or as
contemplated in connection with the Merger) shall cease for any reason to
constitute 51% or more of the Board of Directors of the Company. As used herein
(a) Beneficially Own means beneficially own
as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or
any successor provision thereto; provided, however, that, for
purposes of this definition, a Person shall not be deemed to Beneficially Own
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Persons Affiliates until such tendered
securities are accepted for purchase or exchange;
(b) Group means a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended;
(c) Unrelated Person means at any time any Person other
than the Company or any Subsidiary and other than any trust for any employee
benefit plan of the Company or any Subsidiary of the Company; (d)
Related Person of any Person shall mean any other Person
owning (1) 5% or more of the outstanding common stock of such Person or (2) 5%
or more of the Voting Stock of such Person; (e) Voting Stock
of any Person means capital stock of such Person which ordinarily has voting
power for the election of directors (or persons performing similar functions) of
such Person, whether at all times or only so long as no senior class of
securities has such voting power by reason of any contingency; and (f)
Permitted Holders means Devon Energy Company and its
Subsidiaries.

(b)Merger. The following definition of Merger is hereby added where
alphabetically appropriate:

Merger
shall mean the merger of Newco (as defined below) with and into the Company with
the Company being the surviving entity pursuant to that certain Agreement and
Plan of Merger dated as of February 23, 2003 with Devon Energy Company
(Buyer) and Devon NewCo Corporation, a direct and wholly
owned subsidiary of Buyer (Newco), as the same may be amended
from time to time.

2.2  Letter of Credit Facility.
  Section 2.2(a) is hereby amended by deleting the amount
$150,000,000 and inserting in lieu thereof, the
amount $300,000,000.

2.3   ERISA.
If the Merger is approved by the requisite number of the  Companys shareholders,
then immediately prior to the filing of the  certificate of merger with the Delaware
Secretary of State, the fourth sentence  of Section 8.16 which reads There are no
Unfunded Liabilities with respect  to any Plan. will be deleted and the following
will be inserted in lieu  thereof:

There
are no Unfunded Liabilities with respect to any Plan the failure of which to
fund, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

Section
3. Conditions Precedent.  The effectiveness of this First Amendment is
subject to the receipt by the Administrative Agent of the following documents  and
satisfaction of the other conditions provided in this Section 3, each  of which
shall be reasonably satisfactory to the Administrative Agent in form  and substance:

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3.1  Loan Documents.  The Administrative Agent shall have received multiple counterparts as
requested of the this First Amendment from the Obligors and the Majority
Lenders.

3.2  No Default. No Default or Event of Default shall have occurred and be continuing as
of the Effective Date.

Section
4.   Notices; Reduction of Commitments.

4.1   Notice
under Section 9.10. Delivery of this First Amendment shall  constitute written notice
as required by Section 9.10(i) and (ix). With respect  to Section 9.10(i), the Default(s)
that would have occurred, but for the  effectiveness of this First Amendment, relate to
the Merger and the transactions  related thereto. The Company has obtained this First
Amendment to avoid such  Default(s). With respect to section 9.10(ix), the Company will
be obligated to  make certain change of control tender offers in connection with certain
of its  outstanding public notes. The Company intends to satisfy this obligation, if
any, as required by the terms of instruments governing such public notes.

4.2   Reduction
of Commitment. Upon the filing of a certificate of merger with  the Delaware
Secretary of State to consummate the Merger, the parties agree that  the aggregate
Commitments of the Lenders shall be reduced, pro rata among the  Lenders, to $300,000,000.

Section
5. Representations and Warranties; Etc.   Each Obligor hereby
affirms: (a)  that as of the date of execution and delivery of this First Amendment, all
of  the representations and warranties contained in each Loan Document to which such
Obligor is a party are true and correct in all material respects as though made  on and
as of the Effective Date (unless made as of a specific earlier date, in  which case, was
true as of such date); and (b) that after giving effect to this  First Amendment and to
the amendments contemplated hereby, no Defaults exist  under the Loan Documents or will
exist under the Loan Documents.

Section
6.   Miscellaneous.

6.1   Confirmation.  The
provisions of the Revolving Credit Agreement (as  amended by this First Amendment) shall
remain in full force and effect in  accordance with its terms following the effectiveness
of this First Amendment.

6.2   Ratification
and Affirmation of Guarantor.  The Guarantor hereby expressly  (a)
acknowledges the terms of this First Amendment, (b) ratifies and affirms its  obligations
under the Guaranty Agreement and the other Loan Documents to which  it is a party, (c)
acknowledges, renews and extends its continued liability  under the Guaranty Agreement
and the other Loan Documents to which it is a party  and agrees that its guarantee under
the Guaranty Agreement and the other Loan  Documents to which it is a party remains in
full force and effect with respect  to the Obligations.

6.3   Counterparts.  This
First Amendment may be executed by one or more of the  parties hereto in any number of
separate counterparts, and all of such  counterparts taken together shall be deemed to
constitute one and the same  instrument.

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6.4   NO
ORAL AGREEMENT.  THIS WRITTEN FIRST AMENDMENT, THE REVOLVING CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND  THEREWITH
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE  CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS  OF THE PARTIES. THERE
ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

6.5  Governing Law.
  This First Amendment (including, but not limited to, the validity
and enforceability hereof) shall be governed by, and construed in
accordance with, the laws of the State of New York.

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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed effective as of the date first written above.

COMPANY:
OCEAN ENERGY, INC., a Delaware corporation

By:_______________________
Name: 
Title:

GUARANTOR:
OCEAN ENERGY, INC., a Louisiana corporation

By:_______________________
Name: 
Title:

JPMORGAN CHASE
BANK,as Administrative Agent, Auction Administrative Agent, sole Issuer and a Lender

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By:_______________________
Name: 
Title:

BANK ONE, NA
(MAIN OFFICE CHICAGO), as a Lender and as a  Syndication Agent

By:_______________________
Name: 
Title:

FLEET NATIONAL
BANK (f/k/a BankBoston, N.A.), as a Lender

By:_______________________
Name: 
Title:

BNP PARIBAS, as
a Lender and as a Documentation Agent

By:_______________________
Name: 
Title:

By:_______________________
Name: 
Title:

WELLS FARGO
BANK TEXAS, N.A., as a Lender and as a Documentation  Agent

By:_______________________
Name: 
Title:

BANK OF
AMERICA, N.A., as a Lender and as a Managing Agent

By:_______________________
Name: 
Title:

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BANK OF
MONTREAL, as a Lender and as a Managing Agent

By:_______________________
Name: 
Title:

THE BANK OF
NOVA SCOTIA, as a Lender and as a Managing Agent

By:_______________________
Name: 
Title:

DEUTSCHE BANK
AG NEW YORK BRANCH, as a Lender and as a Managing Agent

By:_______________________
Name: 
Title:

By:_______________________
Name: 
Title:

THE BANK OF NEW
YORK, as a Lender

By:_______________________
Name: 
Title:

CITIBANK, N.A.,
as a Lender

By:_______________________
Name: 
Title:

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CREDIT LYONNAIS
NEW YORK BRANCH, as a Lender

By:_______________________
Name: 
Title:

CREDIT SUISSE
FIRST BOSTON, as a Lender

By:_______________________
Name: 
Title:

By:_______________________
Name: 
Title:

GOLDMAN SACHS
CREDIT PARTNERS, L.P., as a Lender

By:_______________________
Name: 
Title:

MERRILL LYNCH
BANK USA, as a Lender

By:_______________________
Name: 
Title:

SOCIETE
GENERALE, as a Lender

By:_______________________
Name: 
Title:

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TORONTODOMINION
(NEW YORK), INC., as a Lender

By:_______________________
Name: 
Title:

THE BANK OF
TOKYOMITSUBISHI, LTD., as a Lender

By:_______________________
Name: 
Title:

THE ROYAL BANK
OF SCOTLAND PLC, as a Lender

By:_______________________
Name: 
Title:

U.S. BANK
NATIONAL ASSOCIATION, as a Lender

By:_______________________
Name: 
Title:

SOUTHWEST BANK
OF TEXAS, N.A., as a Lender

By:_______________________
Name: 
Title:

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