EXHIBIT 10.37

OCEANENERGY, INC.

EXECUTIVESUPPLEMENTAL RETIREMENT PLAN

MEMBERSHIPAGREEMENT

        **WHEREAS,**William L.Transier  ("Employee")  has been selected as eligible to become a Member of the OCEANENERGY, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (the "Plan"); and

        **WHEREAS**,the Plan provides that each Member shall execute a Membership Agreement settingforth the terms and conditions of his membership; and 

        **WHEREAS**,Employee desires to become a Member of the Plan on the terms and conditions setforth therein and in this Membership Agreement; 

        **NOW, THEREFORE,**the parties hereto agree as follows:

- Employee agrees to become a Member of the Plan, effective as of January 1, 2001. Employee's Applicable Percentage under the Plan shall be 50%.For purposes of Section 1.01(5) of the Plan, Employee’s considered periodshall be his last thirty-six consecutive months of employment or, if less, allof his completed months of employment.
- For purposes of Section 1.01(8) of the Plan,  Employee's  Compensation  shall include all amountsreceived by Employee as bonuses from the Company. For purposes of Section 1.01(14) of the Plan, Employee’s Normal RetirementDate shall be the date upon which the Employee attains fifty-five years of age.For purposes of Section  1.01(15) of the Plan,  Employee's  Pension  shall be a series of monthlypayments for a term certain of fifteen years.
- Employee's  Vested  Interest in his benefit under the Plan shall be determined in accordance withthe following Vesting Schedule:                                                                                  Vested Interest         Prior to January 1, 2006                                                   0%         As of January 1, 2006                                                          100%          Notwithstandingthe foregoing, in the event that (a) Employee’s employment is terminatedand, in connection with such termination, the Company is obligated to providecompensation and benefits to Employee following such termination pursuant to theEmployment Agreement between the Company and Employee (the “EmploymentAgreement”) or (b) Employee’s job is eliminated or substantiallyreduced in scope following a Corporate Change (as such term is defined in theEmployment Agreement), Employee’s Vested Interest in his benefit under thePlan shall be that percentage equal to a fraction, the numerator of which is thenumber of full months since the Employee became a Member of the Plan and thedenominator of which is 60.   For purposes of Article IV of the Plan, each monthly payment of Employee’sPension shall be equal to his Applicable Percentage of his Average MonthlyCompensation.
- For purposes of Section 4.04 of the Plan, the survivor annuity with respect toEmployee shall be paid for a maximum of fifteen years or, if less, the remainingterm of Employee’s Pension. For purposes of Section 4.05 of the Plan, Employee’s Pension shall bereduced by benefits received by him under the Ocean Energy, Inc. Long TermDisability Plan, and payment of such Pension shall commence as of the first dayof the month coinciding with or next following Employee’s Normal RetirementDate.
        EXECUTED this 14thday of December 2000.
                                                              OCEAN ENERGY, INC.                                                              By:      _____________________________                                                                       Name:    Peggy T. d'Hemecourt                                                                       Title:   Vice President - Human Resources                                                              EMPLOYEE                                                              ___________________________________