OCEAN ENERGY, INC. EXCESS BENEFIT PLAN






















                        Effective Date: December 1, 2000


<PAGE>

                     OCEAN ENERGY, INC. EXCESS BENEFIT PLAN

     WHEREAS,  OCEAN ENERGY,  INC. , a Texas  corporation (the  "Company"),  and
certain of its subsidiaries  (hereinafter referred to as the "Employer," jointly
and severally) have heretofore  adopted the OCEAN ENERGY,  INC. THRIFT PLAN (the
"Basic Plan") for the benefit of their employees; and

         WHEREAS, the Employer desires to provide additional benefits to certain
of its  employees  who are  participants  in the  Basic  Plan on and  after  the
effective date hereof whose benefits are limited under the Basic Plan;

         NOW,  THEREFORE,  the Employer  hereby  adopts the OCEAN  ENERGY,  INC.
EXCESS BENEFIT PLAN (the "Excess Plan") as follows,  effective as of December 1,
2000:

                                       I.

Purpose of the Excess Plan

         The Employer intends and desires by the adoption of this Excess Plan to
recognize  the  value  to the  Employer  of the  past and  present  services  of
employees covered by the Excess Plan and to encourage and assure their continued
service with the  Employer by making more  adequate  provision  for their future
retirement security.  The establishment of this Excess Plan is made necessary by
certain benefit  limitations which are imposed on the Basic Plan by the Employee
Retirement Income Security Act of 1974, as amended,  (the "Act"), and by section
415 of the Internal Revenue Code of 1986, as amended (the "Code").

                                       II.

Incorporation of the Basic Plan

         The Basic Plan, with any amendments  thereto to the date of adoption of
the  Excess  Plan,  shall  be  attached  hereto  as  Exhibit  I  and  is  hereby
incorporated  by  reference  into and shall form a part of this  Excess  Plan as
fully as if set forth  herein  verbatim.  Any  amendment  made to the Basic Plan
shall also be  incorporated  by  reference  into and form a part of this  Excess
Plan,  effective as of the  effective  date of such  amendment.  The Basic Plan,
whenever referred to in this Excess Plan, shall mean the Basic Plan, as amended,
as it exists as of the date any  determination  is made of amounts  credited  or
benefits  payable  under this  Excess  Plan.  All terms used in this Excess Plan
shall have the meanings  assigned to them under the provisions of the Basic Plan
unless otherwise qualified by the context.


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                                      III.

Administration

                  This Excess Plan shall be administered  by the  administrative
committee under the Basic Plan (the "Committee")  which shall administer it in a
manner  consistent  with the  administration  of the Basic Plan, as from time to
time amended and in effect,  except that this Excess Plan shall be  administered
as an unfunded plan which is not intended to meet the qualification requirements
of section 401 of the Code. The Committee shall have full power and authority to
interpret,  construe  and  administer  this  Excess  Plan  and  the  Committee's
interpretations  and construction  hereof, and actions hereunder,  including the
amount or  recipient of any payment to be made  hereunder,  shall be binding and
conclusive on all persons for all purposes.  Members of the Committee  shall not
participate  in  any  action  or  determination  regarding  their  own  benefits
hereunder.  The Company  shall  indemnify  and hold  harmless each member of the
Committee and each  Employee who is a delegate of the Committee  against any and
all  expenses and  liabilities  arising out of his  administrative  functions or
fiduciary  responsibilities,  including  any expenses and  liabilities  that are
caused by or result from an act or omission  constituting the negligence of such
individual  in the  performance  of  such  functions  or  responsibilities,  but
excluding  expenses  and  liabilities  that are  caused by or  result  from such
individual's own gross negligence or willful misconduct.  Expenses against which
such  individual   shall  be  indemnified   hereunder  shall  include,   without
limitation,  the amounts of any settlement or judgment, costs, counsel fees, and
related  charges  reasonably  incurred in connection  with a claim asserted or a
proceeding brought or settlement thereof.

                                       IV.

Eligibility

         Employees  (a) who are  participating  in the  Basic  Plan,  (b)  whose
benefits  under the Basic Plan are  limited  pursuant to section 415 of the Code
and (c) who are not participating in the Ocean Energy, Inc. Supplemental Benefit
Plan shall be eligible for benefits under this Excess Plan. In no event shall an
Employee who is not entitled to benefits  under the Basic Plan be eligible for a
benefit under this Excess Plan.

                                       V.

Amount of Benefit

         The Committee  shall  establish a memorandum  bookkeeping  account (the
"Excess  Plan  Account")  for  each  Employee  whose   allocations  of  Employer
Contributions  under the Basic Plan have been limited pursuant to section 415 of
the Code.  As of the end of each Plan Year,  the  Committee  shall  credit  such
Employee's  Excess  Plan  Account in an amount  equal to the sum of (a) and (b),
where (a) equals the excess, if any, of:

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     (1)  the  amount   that  would  have  been   allocated   to  the   Employer
          Discretionary  Contribution  Account of such Employee  under the Basic
          Plan as of the end of such  Plan Year if the  provisions  of the Basic
          Plan  were  administered  without  regard  to the  maximum  amount  of
          retirement income limitations of section 415 of the Code,

         over

     (2)  the amount that was in fact  allocated as of the end of such Plan Year
          to the Employer  Discretionary  Contribution  Account of such Employee
          under the Basic Plan; and

         (b) equals the excess, if any, of:

     (1)  the amount that would have been  allocated  to the  Employer  Matching
          Contribution  Account of such Employee  under the Basic Plan as of the
          end of such  Plan  Year  if the  provisions  of the  Basic  Plan  were
          administered without regard to the maximum amount of retirement income
          limitations of section 415 of the Code,

         over

     (2)  the amount that was in fact  allocated as of the end of such Plan Year
          to the Employer Matching  Contribution  Account of such Employee under
          the Basic Plan.

An  Employee's  Vested  Interest  in his Excess Plan  Account  shall be the same
percentage as his Vested  Interest in his Employer  Contribution  Accounts under
the Basic Plan. Therefore, if any portion of an Employee's Employer Contribution
Accounts under the Basic Plan is forfeited for any reason,  the Committee  shall
debit such  Employee's  Excess Plan Account by an amount equal to the percentage
of such Excess Plan Account which  corresponds to the percentage of his Employer
Contribution Accounts under the Basic Plan that were forfeited.

Benefits  payable under this Excess Plan to any  recipient  shall be computed in
accordance with the foregoing and with the objective that such recipient  should
receive  under this Excess Plan and the Basic Plan that total amount which would
have been payable to that recipient  solely under the Basic Plan had section 415
of the Code  not been  applicable  thereto.  This  Excess  Plan is  intended  to
constitute an unfunded "excess benefit plan" within the meaning of section 3(36)
and section 4(b)(5) of the Act.

                                       VI.

Deemed Investment of Excess Plan Accounts and Adjustment for Net Income or Loss

     The amounts credited to each Employee's Excess Plan Account shall be deemed
to be
<PAGE>

invested in the Investment Funds made available under the Basic Plan in the same
manner as the Employee  designates  for amounts  allocated to his Accounts under
the Basic Plan. If an Employee  changes his investment  designation with respect
to amounts  allocated  to his Accounts  under the Basic Plan,  such change shall
also apply to the amounts credited to such Employee's Excess Plan Account.

         The  Committee  shall  ascertain  the net  income  (or net loss) of the
Investment  Funds at such times and in such manner as it deems  appropriate  and
shall adjust the balance of each  Employee's  Excess Plan Account as appropriate
to reflect  such net income (or net loss).  An  Employee's  Excess Plan  Account
shall continue to be adjusted for the net income (or net loss) of the Investment
Funds so long as there is any balance credited to such account.

                                      VII.

Payment of Benefits

         The amount credited to an Employee's  Excess Plan Account shall be paid
in a lump sum cash  payment  as soon as  practicable  following  the  Employee's
termination  of  employment  with the Employer for any reason.  If an Employee's
termination  of employment is by reason of his death,  the payment shall be made
to the Employee's  beneficiary under the Basic Plan. The Employer shall have the
right to deduct from all payments made under this Excess Plan any federal, state
or local taxes required by law to be withheld with respect to such payments. The
Employee's  Excess Plan Account shall be debited for the amount paid pursuant to
this Article VII.

                                      VIII.

Employee's Rights

         Except as otherwise  specifically  provided, an Employee's rights under
this Excess Plan shall be the same as his rights under the Basic Plan.  Benefits
payable under this Excess Plan shall be a general,  unsecured  obligation of the
Employer to be paid by the Employer from its general  assets,  and such payments
shall not (a) impose any  obligation  upon the Trust Fund under the Basic  Plan;
(b) be paid from the Trust  Fund  under the Basic  Plan;  or (c) have any effect
whatsoever  upon the Basic Plan or the payment of  benefits  from the Trust Fund
under the Basic Plan. No employee or his beneficiary or beneficiaries shall have
any title to or  beneficial  ownership  in any assets which the Employer may set
aside to pay benefits  hereunder or any other assets of the  Employer.  Further,
Employees  shall not be  permitted  to withdraw or borrow from their Excess Plan
Accounts.

                                       IX.

Amendment and Discontinuance

         The Employer  expects to continue  this Excess Plan  indefinitely,  but
reserves the right to amend or discontinue  it if, in its sole judgment,  such a
change is deemed  necessary or desirable.  Any such amendment or  discontinuance
shall be by action of the Company's board of directors. However,

<PAGE>

if the Employer should amend or discontinue this Excess Plan, the Employer shall
be liable for any benefits  accrued  under this Excess Plan  (determined  on the
basis of each  Employee's  presumed  termination of employment as of the date of
such amendment or discontinuance) as of the date of such action.

                                       X.

Restrictions on Assignment

         The interest of an Employee or his beneficiary or beneficiaries may not
be sold, transferred,  assigned, or encumbered in any manner, either voluntarily
or involuntarily,  and any attempt o to anticipate,  alienate,  sell,  transfer,
assign,  pledge,  encumber,  or charge the same shall be null and void;  neither
shall the benefits  hereunder be liable for or subject to the debts,  contracts,
liabilities,  engagements, or torts of any person to whom such benefits or funds
are  payable,  nor shall they be subject to  garnishment,  attachment,  or other
legal or equitable process nor shall they be an asset in bankruptcy, except that
no amount  shall be  payable  hereunder  until and  unless  any and all  amounts
representing  debts or other obligations owed to the Company or any affiliate of
the Company by the Employee with respect to whom such amount would  otherwise be
payable shall have been fully paid and satisfied. The preceding notwithstanding,
the  Committee  shall  comply  with the terms and  provisions  of an order  that
satisfies the requirements for a "qualified domestic relations order" as defined
in section 206(d) of the Act, including an order that requires  distributions to
an alternate payee prior to an Employee's "earliest retirement age" as such term
is defined in section 206(d)(3)(E)(ii) of the Act.

                                       XI.

Nature of Excess Plan

         The Excess Plan is not intended to meet the qualification  requirements
of section  401 of the Code.  Although  the  Employer  is  obligated  to pay all
amounts due under the Excess Plan out of its general  assets,  the Employer,  in
its sole  discretion,  may set aside such amounts for the payment of benefits as
the Employer may from time to time determine.  Neither the  establishment of the
Excess Plan, the operation  thereof,  nor the setting aside of any amounts shall
be deemed to create a funding  arrangement.  Any and all amounts set aside shall
remain subject to the claims of the general  creditors of the Employer,  present
and  future,  and no  payment  shall be made under the  Excess  Plan  unless the
Employer is then  solvent.  This  Article  shall not require the Employer to set
aside any funds,  but the  Employer may set aside such funds if it chooses to do
so.

         The preceding paragraph to the contrary  notwithstanding,  the Employer
may fund all or part of its obligations  hereunder by  transferring  assets to a
trust if the provisions of the trust  agreement  creating such trust require the
use of such trust's assets to satisfy claims of the Employer's general unsecured
creditors in the event of the  Employer's  insolvency or bankruptcy  and provide
that no  Employee  shall at any time have a prior  claim to such assets and that
such trust shall not cause the Plan to be other than "unfunded" for the purposes
of the Act. The assets of such trust shall not be <PAGE>

deemed to be assets of this Excess Plan.

                                      XII.

Nonguarantee of Employment

         Nothing  contained in this Excess Plan shall be construed as a contract
of  employment  between the  Employer  and any  Employee,  or as a right to have
benefits  which are  provided by the Employer  maintained,  or as a right of any
Employee to be continued in the  employment of the Employer,  or as a limitation
of the right of the Employer to discharge any of its  Employee,  with or without
cause.

                                      XIII.

Binding on Employer, Employees and Their Successors

         This Excess Plan shall be binding  upon and inure to the benefit of the
Employer, its successors and assigns and the Employee and his heirs,  executors,
administrators  and legal  representatives.  The  provisions of this Excess Plan
shall be  applicable  with  respect to each  Employer  separately,  and  amounts
payable  hereunder  shall be paid by the Employer  which employs the  particular
Employee.

                                      XIV.

Employment with More than One Employer

         If any Employee  shall be entitled to benefits  under the Basic Plan on
account of  service  with more than one  Employer,  the  obligations  under this
Excess Plan shall be  apportioned  among such  Employers on the basis of time of
service with each.

                                       XV.

Laws Governing

         This Excess Plan shall be construed in accordance  with and governed by
the laws of the State of Texas except to the extent preempted by federal law.
<PAGE>

         EXECUTED this               day of September, 2000.
                       -------------

                                         OCEAN ENERGY, INC.



                                 By:  ___________________________
                                 Name:___________________________
                                 Title:__________________________


OTHER PARTICIPATING EMPLOYERS

                         Ocean Energy, Inc. (Louisiana)




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