EXHIBIT 10.24

# FIRST
AMENDMENT TO OCEAN ENERGY, INC. EXCESS BENEFIT PLAN

WHEREAS, the Company desires to amend
the Plan on behalf of itself and the other Participating Employers; have  heretofore  adopted  the OCEAN
ENERGY,  INC.  EXCESS  BENEFIT  PLAN (the  "Plan")  for the  benefit of their employees; and

WHEREAS, the Company desires to amend
the Plan on behalf of itself and the other Participating Employers;

NOW, THEREFORE, the
Plan shall be amended as follows, effective as of January 1, 2001:

1. The Plan shall be renamed the Ocean Retirement Savings Plus Plan and all references to
the name of the Plan shall be deemed to refer to the Plan as renamed herein.
2. References to the "Ocean Energy, Inc. Thrift Plan" shall be deemed to refer to the "Ocean Retirement Savings Plan."
3. Article V of the Plan shall be deleted and the following shall be substituted therefor:

# 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), (b)
and (c), where (a) equals the excess, if any, of:

(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;



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

(1)the amount that would have been allocated to the ESOP 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
ESOP Account of such Employee under the Basic Plan; and

(c) 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.

4.     Article VI of the Plan shall be deleted and
the following shall be substituted therefor:

# 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 invested in the Fidelity Money Market Trust: Retirement Money Market
Portfolio until such Employee designates, in accordance with the procedures
established from time to time by the Committee, the manner in which amounts
credited to his Excess Plan Account shall be deemed to be invested from among
the Investment Funds made available from time to time for such purpose by the
Committee. An Employee may designate one of such Investment Funds for the deemed
investment of all the amounts credited to his Excess Plan Account or he may
split the deemed investment of the amounts credited to his Excess Plan Account
among such Investment Funds in such increments as the Committee may prescribe.
An Employee may (a) change his deemed investment designation for future amounts
to be credited to his Excess Plan Account or (b) convert his deemed investment
designation with respect to the amounts already credited to his Excess Plan
Account. Any such change or conversion shall be made in accordance with the
procedures established by the Committee, and the frequency of such changes may
be limited by the Committee.

The
balance of each Employees Excess Plan Account shall be adjusted at such
times and in such manner as the Committee deems appropriate to reflect the net
income (or net loss) of the Investment Funds. 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.

5.     As amended hereby,
the Plan is specifically ratified and reaffirmed.

EXECUTED this ________ day of December, 2000.