OCEAN ENERGY INC /TX/ (Form: 8-K, Received: 05/14/2001 08:09:10)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 9, 2001

OCEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)

               DELAWARE                  1-8094           74-1764876
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)


        1001 FANNIN, SUITE 1600
            HOUSTON, TEXAS                                 77002-6714
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (713) 265-6000

Item 5. Other Events

On May 9, 2001, Ocean Energy, Inc., a Texas corporation ("OEI-Texas"), completed its reincorporation from the State of Texas to the State of Delaware through a merger (the "Merger") effected in accordance with the terms and conditions of an Agreement and Plan of Merger (the "Merger Agreement") between OEI-Texas and Ocean Energy, Inc., a Delaware corporation and wholly-owned subsidiary of OEI-Texas ("OEI-Delaware"). The Merger Agreement, including the Merger resulting in the reincorporation, was approved by the shareholders of OEI-Texas at its annual meeting of shareholders held on May 9, 2001. The Merger Agreement is filed herewith as Exhibit 2.1 and incorporated herein by reference.

Pursuant to the Merger Agreement, OEI-Texas was merged with and into OEI-Delaware, with OEI-Delaware continuing its corporate existence under the laws of the State of Delaware. By operation of law, OEI-Delaware assumed all of the assets and liabilities of OEI-Texas existing as of the effective time of the Merger. In connection with the Merger, the board of directors and officers of OEI-Texas became the board of directors and officers of OEI-Delaware. Pursuant to the Merger Agreement, (i) each share of common stock, par value $.10, (including associated preferred share purchase rights) of OEI-Texas issued and outstanding immediately prior to the Merger, was automatically converted into one fully paid and nonassessable share of common stock, par value $.10,
(including associated preferred share purchase rights) of OEI-Delaware and (ii)
each share of Series C Convertible Preferred Stock, par value $1.00, of OEI-Texas issued and outstanding immediately prior to the Merger, was automatically converted into one fully paid and nonassessable share of Series B Convertible Preferred Stock, par value $1.00, of OEI-Delaware, having substantially identical terms as the Series C Convertible Preferred Stock of OEI-Texas. In addition, each stock option of OEI-Texas issued and outstanding immediately prior to the Merger was automatically converted into an option to purchase, on the same terms and conditions as were applicable under the OEI-Texas option, the same number and class of shares of OEI-Delaware's capital stock.

On May 9, 2001, OEI-Texas, OEI-Delaware and Fleet National Bank (the "Rights Agent") entered into Amendment No. 5 (the "Amendment") to the Amended and Restated Rights Agreement, dated as of March 17, 1989, as amended and restated as of December 12, 1997, as amended to date, between OEI-Texas and the Rights Agent (the "Rights Agreement"), to extend the "Final Expiration Date" (as defined therein) from May 21, 2001 to May 21, 2003. In addition, pursuant to the Amendment, OEI-Delaware agreed to assume the Rights Agreement and was substituted for OEI-Texas for all purposes thereunder. The Amendment is filed herewith as Exhibit 4.1 and incorporated herein by reference.

The common stock and preferred share purchase rights of OEI-Delaware are deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on the same basis and in the same manner that the shares of common stock and preferred share purchase rights of OEI-Texas were so registered, pursuant to Rule 12g-3(a) and (f) thereunder. The common stock of OEI-Delaware, like the common stock of OEI-Texas, will continue trading on the New York Stock Exchange under the symbol "OEI."

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

*2.1 Agreement and Plan of Merger, dated March 30, 2001, by and between Ocean Energy, Inc., a Texas corporation, and Ocean Energy, Inc., a Delaware corporation.

*4.1 Certificate of Incorporation of Ocean Energy, Inc., a Delaware corporation.

*4.2 Bylaws of Ocean Energy, Inc., a Delaware corporation.

*4.3 Certificate of Designations relating to Series B Convertible Preferred Stock of Ocean Energy, Inc., a Delaware corporation.

*4.4 Amendment No. 5 to the Rights Agreement, dated as of May 9, 2001, by and between Ocean Energy, Inc., a Texas corporation, Ocean Energy, Inc., a Delaware corporation, and Fleet National Bank (f/k/a BankBoston, N.A.), including form of Certificate of Designations relating to Series A Junior Participating Preferred Stock (filed as Exhibit A to Amendment No. 5).

*4.5 Specimen common stock certificate of Ocean Energy, Inc., a Delaware corporation.

*99.1 Second Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and Wells Fargo Bank Minnesota, National Association, as successor to Norwest Bank Minnesota, National Association, as trustee, to the Indenture, dated July 8, 1998, relating to the 7 5/8% Senior Notes due 2005.

*99.2 Second Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and Wells Fargo Bank Minnesota, National Association, as successor to Norwest Bank Minnesota, National Association, as trustee, to the Indenture, dated July 8, 1998, relating to the 8 1/4% Senior Notes due 2018.

*99.3 Second Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and The Bank of New York, a New York banking corporation, as trustee, to the Senior Indenture, dated May 15, 1993, relating to the 7 7/8% Senior Notes due 2003.

*99.4 Second Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor by merger to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, and The Bank of New York, a New York banking corporation, as trustee, to the Senior Indenture, dated as of September 1, 1997, relating to the 7 1/2% Senior Notes due 2027.

*99.5 Third Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor by merger to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and State Street Bank and Trust Company, as trustee, to the Indenture, dated as of July 2, 1997, relating to the 8 7/8% Senior Subordinated Notes due 2007.

*99.6 Fourth Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor by merger to Ocean Energy, Inc., a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and State Street Bank and Trust Company, as successor-in-interest to Fleet National Bank, as trustee, to the Indenture, dated September 26, 1996, relating to the 9 3/4% Senior Subordinated Notes due 2006.

*99.7 Second Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor by merger to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and U.S. Bank Trust National Association, as trustee, to the Indenture, dated July 8, 1998, relating to the 8 3/8% Senior Subordinated Notes due 2008.

*99.8 Second Supplemental Indenture, dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation, as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation, as issuer, Ocean Energy, Inc., a Louisiana corporation, as subsidiary guarantor, and The Bank of New York, a New York banking corporation, as trustee, to the Senior Subordinated

Indenture, dated as of July 15, 1993, relating to the 8 5/8% Senior Notes due 2005.

*99.9 Ocean Energy, Inc. 2001 Long-Term Incentive Plan.

*99.10 Ratification by Ocean Energy, Inc., a Delaware corporation, of that certain Revolving Credit Agreement, dated March 31, 1999, by and among Ocean Energy, Inc., a Texas corporation, and the other parties thereto.
* filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEAN ENERGY, INC.

                               By: /s/ Robert K. Reeves
                                  -------------------------------------
                                   Robert K. Reeves
                                   Executive Vice President, General
                                   Counsel and Secretary

Dated:  May 11, 2001

EXHIBIT INDEX

EXHIBIT NO.                  DESCRIPTION
----------                   -----------
   *2.1     Agreement and Plan of Merger, dated March 30, 2001, by and
            between Ocean Energy, Inc., a Texas corporation, and Ocean
            Energy, Inc., a Delaware corporation.

   *4.1     Certificate of Incorporation of Ocean Energy, Inc., a Delaware
            corporation.

   *4.2     Bylaws of Ocean Energy, Inc., a Delaware corporation.

   *4.3     Certificate of Designations relating to Series B Convertible
            Preferred Stock of Ocean Energy, Inc., a Delaware corporation.

   *4.4     Amendment No. 5 to the Rights Agreement, dated as of May 9,
            2001, by and between Ocean Energy, Inc., a Texas corporation,
            Ocean Energy, Inc., a Delaware corporation, and Fleet National
            Bank (f/k/a BankBoston, N.A.), including form of Certificate
            of Designations relating to Series A Junior Participating
            Preferred Stock (filed as Exhibit A to Amendment No. 5).

   *4.5     Specimen common stock certificate of Ocean Energy, Inc., a
            Delaware corporation.

   *99.1    Second Supplemental Indenture, dated as of May 9, 2001, by and
            among Ocean Energy, Inc., a Delaware corporation, as successor
            to Ocean Energy, Inc. (formerly known as Seagull Energy
            Corporation), a Texas corporation, Ocean Energy, Inc., a
            Louisiana corporation, as subsidiary guarantor, and Wells
            Fargo Bank Minnesota, National Association, as successor to
            Norwest Bank Minnesota, National Association, as trustee, to
            the Indenture, dated July 8, 1998, relating to the 7 5/8%
            Senior Notes due 2005.

   *99.2    Second Supplemental Indenture, dated as of May 9, 2001, by and
            among Ocean Energy, Inc., a Delaware corporation, as successor
            to Ocean Energy, Inc. (formerly known as Seagull Energy
            Corporation), a Texas corporation, Ocean Energy, Inc., a
            Louisiana corporation, as subsidiary guarantor, and Wells
            Fargo Bank Minnesota, National Association, as successor to
            Norwest Bank Minnesota, National Association, as trustee, to
            the Indenture, dated July 8, 1998, relating to the 8 1/4%
            Senior Notes due 2018.

Indenture, dated as of July 15, 1993, relating to the 8 5/8% Senior Notes due 2005.

*99.9 Ocean Energy, Inc. 2001 Long-Term Incentive Plan.

* filed herewith

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER OF
OCEAN ENERGY, INC. (TEXAS) AND
OCEAN ENERGY, INC. (DELAWARE)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of March 30, 2001, is made and entered into by and between Ocean Energy, Inc., a Texas corporation ("OEI-Texas"), and Ocean Energy, Inc., a Delaware corporation ("OEI-Delaware"), which corporations are sometimes referred to herein as the "Constituent Corporations."

WITNESSETH

WHEREAS, OEI-Texas is a corporation organized and existing under the laws of the State of Texas; and

WHEREAS, OEI-Delaware is a wholly-owned subsidiary corporation of OEI-Texas; and

WHEREAS, the respective Boards of Directors of OEI-Texas and OEI-Delaware have determined that it is desirable to merge OEI-Texas into OEI-Delaware (the "Merger"); and

WHEREAS, the parties intend by this Agreement to effect a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that OEI-Texas shall be merged into OEI-Delaware upon the terms and conditions set forth below.

ARTICLE I
MERGER

On the effective date of the Merger (the "Effective Date") as provided herein, OEI-Texas shall be merged into OEI-Delaware, the separate existence of OEI-Texas shall cease and OEI-Delaware (hereinafter sometimes referred to as the "Surviving Corporation") shall continue to exist under the name of Ocean Energy, Inc. by virtue of, and shall be governed by, the laws of the State of Delaware. The address of the registered office of the Surviving Corporation in the State of Delaware will be Corporation Trust Center, 1209 Orange Street, in the County of New Castle, in the City of Wilmington, Delaware 19801.

ARTICLE II
CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION

The name of the Surviving Corporation shall be "Ocean Energy, Inc." The Certificate of Incorporation of the Surviving Corporation as in effect on the date hereof shall be the Certificate of Incorporation of OEI-Delaware (the "Delaware Charter") without change unless and until amended in accordance with applicable law.

ARTICLE III
BYLAWS OF THE SURVIVING CORPORATION

The Bylaws of the Surviving Corporation as in effect on the date hereof shall be the Bylaws of OEI-Delaware (the "Delaware Bylaws") without change unless and until amended in accordance with applicable law.

ARTICLE IV
EFFECT OF MERGER ON STOCK OF CONSTITUENT CORPORATIONS

4.1. On the Effective Date, each outstanding share of common stock of OEI-Texas, par value $.10 per share (the "Common Stock"), shall be converted into one share of OEI-Delaware common stock, par value $.10 per share (the "Delaware Common Stock"), and each outstanding share of Delaware Common Stock held by OEI-Texas shall be retired and canceled. The shares of Delaware Common Stock shall be identical to the shares of Common Stock in all other aspects.

4.2 On the Effective Date, each outstanding share of preferred stock of OEI-Texas, par value $1.00 per share (the "Preferred Stock"), shall be converted into one share of OEI-Delaware preferred stock, par value $1.00 per share (the "Delaware Preferred Stock"), and each outstanding share of Delaware Preferred Stock held by OEI-Texas shall be retired and canceled. The shares of Delaware Preferred Stock shall have substantially equivalent rights, preferences and limitations as the Preferred Stock.

4.3 On the Effective Date, each share of Common Stock held in the Company's treasury shall be converted into one treasury share of OEI-Delaware Common Stock.

4.4. All options and rights to acquire the Common Stock under all outstanding options, warrants or rights outstanding on the Effective Date will automatically be converted into equivalent options and other rights to purchase the same number of shares of Delaware Common Stock.

4.5. After the Effective Date, certificates representing shares of the Common Stock and Preferred Stock will represent shares of Delaware Common Stock and Delaware Preferred Stock, respectively, and upon surrender of the same to the transfer agent for OEI-Delaware, the holder thereof shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Delaware Common Stock or Delaware Preferred Stock, as the case may be, into which such shares of Common Stock or Preferred Stock shall have been converted pursuant to Article 4.1 and 4.2, respectively, of this Agreement.

ARTICLE V
CORPORATE EXISTENCE, POWERS AND LIABILITIES
OF THE SURVIVING CORPORATION

5.1. On the Effective Date, the separate existence of OEI-Texas shall cease. OEI-Texas shall be merged with and into OEI-Delaware, the Surviving Corporation, in accordance

with the provisions of this Agreement. Thereafter, OEI-Delaware shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the parties to this Agreement; all singular rights, privileges, powers and franchises of OEI-Texas and OEI-Delaware, and all property, real, personal and mixed and all debts due to each of them on whatever account, shall be vested in OEI-Delaware; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of OEI-Delaware, the Surviving Corporation, as they were of the respective constituent entities, and the title to any real estate, whether by deed or otherwise, vested in OEI-Texas and OEI-Delaware, or either of them, shall not revert or be in any way impaired by reason of the Merger, but all rights of creditors and all liens upon the property of the parties hereto, shall be preserved unimpaired, and all debts, liabilities and duties of OEI-Texas, shall thenceforth attach to OEI-Delaware, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

5.2. OEI-Texas agrees that it will execute and deliver, or cause to be executed and delivered, all such deeds and other instruments and will take or cause to be taken such further or other action as the Surviving Corporation may deem necessary in order to vest in and confirm to the Surviving Corporation title to and possession of all the property, rights, privileges, immunities, powers, purposes and franchises, and all and every other interest of OEI-Texas and otherwise to carry out the intent and purposes of this Agreement.

ARTICLE VI
OFFICERS AND DIRECTORS OF SURVIVING CORPORATION

6.1. Upon the Effective Date, the officers and directors of OEI-Texas shall become the officers and directors of OEI-Delaware, and such persons shall hold office in accordance with the charter documents of the Surviving Corporation until their respective successors shall have been appointed or elected, and, in case of directors, in the respective classes to which such directors are assigned.

6.2. If upon the Effective Date, a vacancy shall exist in the Board of Directors of the Surviving Corporation, such vacancy may be filled in the manner provided by the charter documents of the Surviving Corporation.

ARTICLE VII
APPROVAL BY SHAREHOLDERS, EFFECTIVE DATE,
CONDUCT OF BUSINESS PRIOR TO EFFECTIVE DATE

7.1. Soon after the approval of this Agreement by the requisite number of shareholders of OEI-Texas, the respective Boards of Directors of OEI-Texas and OEI-Delaware will cause their duly authorized officers to make and execute Articles of Merger and a Certificate of Ownership and Merger or other applicable certificates or documentation effecting this Agreement and shall cause the same to be filed with the Secretaries of State of the States of Texas and Delaware, respectively, in accordance with the Texas Business Corporation Act (the "TBCA") and the Delaware General Corporation Law (the "DGCL"). The Effective Date shall

be the date on which the Merger becomes effective under the TBCA or the date on which the Merger becomes effective under the DGCL, whichever occurs later.

7.2. The Boards of Directors of OEI-Texas and OEI-Delaware may amend this Agreement and the Delaware Charter at any time prior to the Effective Date, provided that an amendment made subsequent to the approval of the Merger by the shareholders of OEI-Texas may not (i) change the assessment or type of shares to be received in exchange for or on conversion of the shares of the Common Stock or Preferred Stock; or (ii) change any term of the terms and conditions of this Agreement if such change would adversely affect the holders of the Common Stock or Preferred Stock.

ARTICLE VIII
TERMINATION OF MERGER

This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of OEI-Texas and OEI-Delaware.

ARTICLE IX
MISCELLANEOUS

9.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, except to the extent the laws of Delaware are required to be applied.

9.2. Agreement. An executed copy of this Agreement will be on file at the principal place of business of the Surviving Corporation at 1001 Fannin, Suite 1600, Houston, Texas 77002, and, upon request and without cost, a copy thereof will be furnished to any shareholder.

9.3. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

OCEAN ENERGY, INC.,
a Texas corporation

By: /s/ James T. Hackett
   --------------------------
Name:  James T. Hackett
Title: Chairman of the Board,
       President and Chief
       Executive Officer

OCEAN ENERGY, INC.,
a Delaware corporation

By: /s/ James T. Hackett
   --------------------------
Name:  James T. Hackett
Title: President

EXHIBIT 4.1

CERTIFICATE OF INCORPORATION
OCEAN ENERGY, INC.

ARTICLE I
NAME

The name of the corporation is Ocean Energy, Inc. (the "Corporation").

ARTICLE II
REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III
PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV
CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have authority to issue is 530,000,000 shares, consisting of 10,000,000 shares of Preferred Stock of the par value of $1.00 per share and 520,000,000 shares of Common Stock of the par value of $.10 per share.

The following is a statement fixing certain of the designations and powers, voting powers, preferences, and relative, participating, optional or other rights of the Preferred Stock and the Common Stock of the Corporation, and the qualifications, limitations or restrictions thereof, and the authority with respect thereto expressly granted to the Board of Directors of the Corporation to fix any such provisions not fixed by this Certificate of Incorporation:

A. Preferred Stock

The Board of Directors is hereby expressly vested with the authority to adopt a resolution or resolutions providing for the issuance of authorized but unissued shares of Preferred Stock, which shares may be issued from time to time in one or more series and in such amounts as may be determined by the Board of Directors in such resolution or resolutions. The powers, voting powers, designations, preferences, and relative, participating, optional or other rights, if any, of each series of Preferred Stock and the qualifications, limitations or restrictions, if any, of such powers, preferences and/or rights (collectively the "Series Terms"), shall be such as are stated and expressed in a resolution or resolutions providing for the creation or revision of such Series Terms (a "Preferred Stock Series Resolution") adopted by the Board of Directors (or a

committee of the Board of Directors to which such responsibility is specifically and lawfully delegated). The powers of the Board with respect to the Series Terms of a particular series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive designation of that series, or any increase or decrease (but not below the number of shares thereof then outstanding) in such number;

(ii) The dividend rate or method of determining dividends on the shares of that series, any conditions upon which such dividends shall be payable, and the date or dates or the method for determining the date or dates upon which such dividends shall be payable, whether such dividends, if any, shall be cumulative, and, if so, the date or dates from which dividends payable on such shares shall accumulate, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(iii) The voting rights and powers, if any, of the holders of any series of Preferred Stock generally or with respect to any particular matter, which may be less than, equal to or greater than one vote per share, and which may, without limiting the generality of any other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation generally or under such specific circumstances and on such conditions, as shall be provided in the resolution or resolutions of the Board of Directors (or such committee of the Board of Directors, as the case may be) adopted pursuant hereto, including, without limitation, in the event there shall have been a default in the payment of dividends on or redemption of any one or more series of Preferred Stock;

(iv) Whether that series shall have conversion or exchange privileges with respect to shares of any other class or classes of stock or of any other series of any class of stock, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate upon occurrence of such events as the Board of Directors shall determine;

(v) Whether the shares of that series shall be redeemable, and, if so, the price or prices and the terms and conditions of such redemption, including their relative rights of priority, if any, of redemption, the date or dates upon or after which they shall be redeemable, provisions regarding redemption notices, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) Whether that series shall have a sinking fund for the redemption or repurchase of shares of that series, and, if so, the terms, conditions and amount of such sinking fund;

(vii) The rights, if any, of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation or in the

event of any merger or consolidation of or sale of assets by the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(viii) The conditions or restrictions upon the creation of indebtedness of the Corporation or upon the issuance of additional Preferred Stock or other capital stock ranking on a parity therewith, or prior thereto, with respect to dividends or distribution of assets upon liquidation;

(ix) The conditions or restrictions with respect to the issuance of, payment of dividends upon, or the making of other distributions to, or the acquisition or redemption of, shares ranking junior to the Preferred Stock or to any series thereof with respect to dividends or distribution of assets upon liquidation; and

(x) Any other designations, powers, preferences, and relative, participating, optional or other rights, including, without limitation, any qualifications, limitations, or restrictions thereof.

Subject to the provisions of this Article IV, shares of one or more series of Preferred Stock may be authorized or issued from time to time as shall be determined by and for such consideration as shall be fixed by the Board of Directors (or a designated committee thereof), in an aggregate amount not exceeding the total number of shares of Preferred Stock authorized by this Certificate of Incorporation. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holder is required pursuant to any Preferred Stock Series Resolution. Except as required by law, holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. Except in respect of series particulars fixed by the Board of Directors as permitted hereby, all shares of Preferred Stock shall be of equal rank and shall be identical. All shares of any one series of Preferred Stock so designated by the Board of Directors shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative.

B. Common Stock

(i) Subject to the provisions of any Preferred Stock Series Resolution, the Board of Directors may, in its discretion, out of funds legally available for the payment of dividends and at such times and in such manner as determined by the Board of Directors, declare and pay dividends on the Common Stock of the Corporation.

(ii) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and payment or setting aside for payment of any preferential amount due to the holders of any other class or series of stock, the holders of the Common Stock shall be entitled to receive ratably any or all assets remaining to be paid or distributed.

(i) Subject to any special voting rights set forth in any Preferred Stock Series Resolution, the holders of the Common Stock of the Corporation shall be entitled at all meetings of stockholders to one vote for each share of such stock held by them. Except as may be provided in a Preferred Stock Series Resolution, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

C. No Preemptive Rights

No holder of shares of stock of the Corporation shall have any preemptive or other rights, except as such rights are expressly provided by contract, to purchase or subscribe for or receive any shares of any class, or series thereof, of stock of the Corporation, whether now or hereafter authorized, or any warrants, options, bonds, debentures or other securities convertible into, exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of stock; but such additional shares of stock and such warrants, options, bonds, debentures or other securities convertible into, exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of stock may be issued or disposed of by the Board of Directors to such persons, and on such terms and for such lawful consideration, as in its discretion it shall deem advisable or as to which the Corporation shall have by binding contract agreed.

D. Registered Owner

The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.

ARTICLE V
BOARD OF DIRECTORS

The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

The number, classification, and terms of the Board of Directors of the Corporation and the procedures to elect directors, to remove directors, and to fill vacancies in the Board of Directors shall be as follows:

(i) Subject to the rights of holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors that shall constitute the whole Board of Directors shall from time to time be fixed exclusively by the Board of Directors by a resolution adopted by a majority of the whole Board of Directors serving at the time of that vote. In no event shall the number of directors that constitute the whole Board of Directors be fewer than three. No decrease in the number of directors

shall have the effect of shortening the term of any incumbent director. Directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation otherwise provide.

(ii) The Board of Directors of the Corporation shall be divided into three classes designated Class I, Class II, and Class III, respectively, all as nearly equal in number as possible. The initial term of office of directors of Class I shall expire at the annual meeting of stockholders of the Corporation in 2002, of Class II shall expire at the annual meeting of stockholders of the Corporation in 2003, and of Class III shall expire at the annual meeting of stockholders of the Corporation in 2004, or, in all cases, as to each director until his successor is elected and qualified or until his earlier death, resignation or removal. At each annual meeting of stockholders beginning with the annual meeting of stockholders in 2002, each director elected to succeed a director whose term is then expiring shall hold his office until the third annual meeting of stockholders after his election and until his successor is elected and qualified or until his earlier death, resignation or removal. The directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed.

(iii) Vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause and newly-created directorships resulting from any increase in the authorized number of directors may only be filled by no less than a majority vote of the remaining directors then in office, though less than a quorum, or by the sole remaining director (but not by the stockholders except as required by law), and each director so chosen shall receive the classification of the vacant directorship to which he has been appointed or, if it is a newly-created directorship, shall receive the classification that at least a majority of the Board of Directors designates and shall hold office until the first meeting of stockholders held after his election for the purpose of electing directors of that classification and until his successor is elected and qualified or until his earlier death, resignation, or removal from office.

(iv) A director of any class of directors of the Corporation may be removed before the expiration date of that director's term of office only for cause, by an affirmative vote of the holders of at least two-thirds of the votes of the outstanding shares of the class or classes or series of stock then entitled to be voted at an election of directors of that class or series, voting together as a single class.

Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect one or more directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of such series of Preferred Stock, and any director so elected shall not be classified as provided above unless expressly provided for by the Series Terms relating to such Preferred Stock.

The provisions of this Article V may not be amended, altered, changed or repealed, nor may any provision inconsistent with the foregoing provisions be added to this Certificate of Incorporation, except upon the affirmative vote of the holders of at least two-thirds of the votes

of the outstanding shares of the class or classes or series of stock then entitled to be voted thereon, voting together as a single class.

ARTICLE VI
STOCKHOLDER ACTION BY CONSENT

Any action required or permitted to be taken by the stockholders of the Corporation must be taken at an annual or special meeting of such stockholders and may not be taken by consent in lieu of a meeting of such stockholders. The provisions of this Article VI may not be amended, altered, changed or repealed, nor may any provision inconsistent with this Article VI be added to this Certificate of Incorporation, except upon the affirmative vote of the holders of at least two-thirds of the votes of the outstanding shares of the class or classes or series of stock then entitled to be voted thereon, voting together as a single class.

ARTICLE VII
LIMITED LIABILITY OF DIRECTORS

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director, except for liability (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article VII shall be prospective only, and neither the amendment, modification nor repeal of this Article VII shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VII would accrue or arise, prior to such amendment, modification or repeal. If the General Corporation Law of the State of Delaware hereafter is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time.

ARTICLE VIII

POWER TO AMEND BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Bylaws of the Corporation may be altered, amended or repealed and new Bylaws may be adopted by (i) the Board of Directors in accordance with the Bylaws or (ii) the stockholders of the Corporation by an affirmative vote of the holders of at least two-thirds of the votes of the outstanding shares of the class or classes or series of stock then entitled to be voted thereon, voting together as a single class. The provisions of this Article VIII may not be amended, altered, changed or repealed, nor may any provision inconsistent with this Article VIII be added to this Certificate of Incorporation, except upon the affirmative vote of the holders of at least two-thirds of the votes

of the outstanding shares of the class or classes or series of stock then entitled to be voted thereon, voting together as a single class.

ARTICLE IX
AMENDMENT OF CERTIFICATE OF INCORPORATION

Subject to the provisions of this Certificate of Incorporation and applicable law, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX.

ARTICLE X
Incorporator

The name and mailing address of the incorporator is Robert K. Reeves, c/o Ocean Energy, Inc., 1001 Fannin, Suite 1600, Houston, Texas 77002.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 30th day of March, 2001.

/s/ Robert K. Reeves
--------------------
Robert K. Reeves
Incorporator

EXHIBIT 4.2

BYLAWS

OCEAN ENERGY, INC.

A Delaware Corporation

Date of Adoption

March 30, 2001

BYLAWS

OCEAN ENERGY, INC.
A Delaware Corporation

ARTICLE I

Offices

Section 1. Registered Office. The registered office of the Corporation required by the state of incorporation of the Corporation to be maintained in the state of incorporation of the Corporation shall be the registered office named in the original charter documents of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the state of incorporation of the Corporation as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Stockholders

Section 1. Place of Meetings. All meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the state of incorporation of the Corporation as shall be specified or fixed in the notices or waivers of notice thereof.

Section 2. Quorum; Adjournment of Meetings. Unless otherwise required by law, the rules or regulations of any stock exchange applicable to the Corporation or any regulation applicable to the Corporation or its securities or provided in the charter documents of the Corporation or these Bylaws, (i) the holders of a majority of the voting power attributable to the stock issued and outstanding and entitled to vote thereat, present in person or by remote communication (if authorized by the Board of Directors), or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, (ii) in all matters other than election of directors, the affirmative vote of the holders of a majority of the voting power attributable to such stock so present or represented at any meeting of stockholders at which a quorum is present shall constitute the act of the stockholders, and (iii) where a separate vote by a class or classes is required, a majority of the voting power attributable to the outstanding shares of such class or classes, present in person or by remote communication (if authorized by the Board of Directors), or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of

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the voting power attributable to the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Directors shall be elected by a plurality of the votes cast at the meeting.

Notwithstanding the other provisions of the charter documents of the Corporation or these Bylaws, the chairman of the meeting or the holders of a majority of the voting power attributable to the issued and outstanding stock, present in person or by remote communication, (if authorized by the Board of Directors), or represented by proxy and entitled to vote, at any meeting of stockholders, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally called.

Section 3. Annual Meetings. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place (within or without the state of incorporation of the Corporation), or, if so determined by the Board of Directors in its sole discretion, at no place (but rather by means of remote communication), on such date, and at such time as the Board of Directors shall fix and set forth in the notice of the meeting.

Section 4. Special Meetings. Unless otherwise provided in the charter documents of the Corporation, special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, by the President or by a majority of the Board of Directors, on such date, at such time and at such place (within or without the state of incorporation of the Corporation) or, if so determined by the Board of Directors in its sole discretion, at no place (but rather by means of remote communication), as may be stated in the notice of the meeting. Business transacted at a special meeting shall be confined to the purpose(s) stated in the notice of such meeting.

Section 5. Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors of the Corporation may fix a date as the record date for any such determination of stockholders, which record date shall not precede the date on which the resolutions fixing the record date are adopted and which record date, in the case of a meeting of stockholders, shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting of stockholders, nor, in the case of any other action, more than sixty (60) days prior to any such action.

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If the Board of Directors does not fix a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If the Board of Directors does not fix the record date for determining stockholders for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Notice of Meetings. Notice of the place, if any, date, hour of and the means of remote communications (if authorized by the Board of Directors), by which stockholders and proxy holders may be deemed to be present and vote at such meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Chairman of the Board, the President or the Secretary to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Without limiting the manner by which notice may otherwise be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware.

Section 7. Stockholder List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, in the manner provided by law. The stockholder list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section 7 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in the manner provided by law. Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an

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inspector or inspectors shall have been duly appointed as provided in Section 9 of Article II hereof, in which event such inspector or inspectors shall decide all such questions.

No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and only for so long as it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution.

Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each person designated to act as proxy and so attending shall be entitled to exercise such powers in respect of such portion of the shares as is equal to the reciprocal of the fraction equal to the number of persons designated to act as proxies and in attendance divided by the total number of shares represented by such proxies.

Section 9. Voting; Elections; Inspectors. Unless otherwise required by law or provided in the charter documents of the Corporation, each stockholder shall on each matter submitted to a vote at a meeting of stockholders have one vote for each of the shares of stock entitled to vote upon the matter in question which is registered in his name on the record date for the meeting. Shares registered in the name of another corporation, domestic or foreign, or other legal entity may be voted by such officer, agent or proxy as the Bylaws (or comparable instrument) of such corporation or other legal entity may prescribe, or in the absence of such provisions, as the Board of Directors (or comparable body) of such corporation or other legal entity may determine. Shares registered in the name of a deceased person may be voted by the executor or administrator of such person's estate, either in person or by proxy.

All voting, except as required by the charter documents of the Corporation or where otherwise required by law, may be by a voice vote; provided, however, upon request of the chairman of the meeting or upon demand therefor by stockholders holding a majority of the issued and outstanding stock present in person or by remote communication (if authorized by the Board of Directors), or by proxy at any meeting a stock vote shall be taken. Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. All elections of directors shall be by written ballots, unless otherwise provided in the charter documents of the Corporation.

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In advance of any meeting of stockholders, the Chairman of the Board, the President or the Board of Directors shall appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of such inspector's ability. Such inspector(s) shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at a meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors shall take such further action as may be required by law. The Chairman of the Board, the President or the Board of Directors may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting.

Unless otherwise provided in the charter documents of the Corporation, cumulative voting for the election of directors shall be prohibited.

Section 10. Conduct of Meetings. The meetings of the stockholders shall be presided over by the Chairman of the Board, or if the Chairman of the Board is not present, by the President, or if neither the Chairman of the Board nor the President is present, by a chairman elected at the meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if the Secretary is not present, an Assistant Secretary shall so act; or if neither the Secretary nor the Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors

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or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 11. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it, and such shares shall not be counted for quorum purposes. No other corporation of which the Corporation owns a majority of the shares entitled to vote in the election of directors of such other corporation shall vote, directly or indirectly, shares of the Corporation's stock owned by such other corporation, and such shares shall not be counted for quorum purposes. Nothing in this Section 11 shall be construed as limiting the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 12. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation's notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 12 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 12, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year's annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation). For purposes of the first annual meeting of stockholders of the Corporation held after 2001, the first anniversary of the 2001 annual meeting shall be deemed to be May 9, 2002. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each

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case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder's proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 12 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 12 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to

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the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 12 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's notice required by paragraph (A)(2) of this Section 12 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

(C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 12 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 12. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder's nominee or proposal in compliance with such stockholder's representation as required by clause (A)(2)(c)(iv) of this Section 12) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 12, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

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(2) For purposes of this Section 12, "public announcement" shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any express applicable provisions of the certificate of incorporation.

ARTICLE III

Board of Directors

Section 1. Power; Number; Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the charter documents of the Corporation, the Board of Directors may exercise all the powers of the Corporation.

The number of directors that shall constitute the whole Board of Directors shall be determined from time to time by the Board of Directors (provided that no decrease in the number of directors which would have the effect of shortening the term of an incumbent director may be made by the Board of Directors). If the Board of Directors makes no such determination, the number of directors shall be not less than eight and not more than eighteen.

Unless otherwise provided in the charter documents of the Corporation, directors shall hold office for the term for which such director is elected, and until such director's successor shall have been elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders nor residents of the state of incorporation of the Corporation.

Section 2. Quorum; Voting. Unless otherwise provided in the charter documents of the Corporation, a majority of the total number of directors shall constitute a quorum for the transaction of business of the Board of Directors and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3. Place of Meetings; Order of Business. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as

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otherwise provided by law, in such place or places, within or without the state of incorporation of the Corporation, as the Board of Directors may from time to time determine. At all meetings of the Board of Directors business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board, or in the Chairman of the Board's absence by the President (should the President be a director), or by the Board of Directors.

Section 4. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the stockholders. Notice of such meeting shall not be required. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of stockholders, the Board of Directors shall elect the officers of the Corporation.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by the Chairman of the Board or, in the absence of the Chairman of the Board, by the President (should the President be a director), or by the Board of Directors. Notice of such regular meetings shall not be required.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President (should the President be a director) or, on the written request of any director, by the Secretary, in each case on at least twenty-four (24) hours personal, written, telegraphic, cable, wireless, electronic or other lawfully permissible notice to each director. Such notice, or any waiver thereof pursuant to Article VII, Section 3 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be required by law or provided for in the charter documents of the Corporation or these Bylaws. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing or by electronic transmission.

Section 7. Compensation. Directors and members of standing committees may receive such compensation as the Board of Directors from time to time shall determine to be appropriate, and shall be reimbursed for all reasonable expenses incurred in attending and returning from meetings of the Board of Directors.

Section 8. Action Without a Meeting; Telephone Conference Meetings. Unless otherwise restricted by the charter documents of the Corporation, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated by the Board of Directors, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the state of incorporation of the Corporation.

Unless otherwise restricted by the charter documents of the Corporation, subject to the requirement for notice of meetings, members of the Board of Directors or members of any committee designated by the Board of Directors may participate in a meeting of such Board of Directors or committee, as the case may be, by means of a conference telephone connection or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE IV

Committees

Section 1. Executive Committee. The Board of Directors may designate an Executive Committee consisting of one or more of the directors of the Corporation, one of whom shall be designated chairman of the Executive Committee. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise such powers of the Board of Directors as have been delegated to the Executive Committee, except as provided in Section 8 of this Article IV.

Section 2. Audit Committee. The Board of Directors may designate an Audit Committee consisting of one or more of the directors of the Corporation, one of whom shall be designated chairman of the Audit Committee. The Audit Committee shall have and may exercise such powers and authority as provided in the resolution creating it and as determined from time to time by the Board of Directors, except as provided in Section 8 of this Article IV.

Section 3. Organization and Compensation Committee. The Board of Directors may designate an Organization and Compensation Committee consisting of one or more of the directors of the Corporation, one of whom shall be designated chairman of the Organization and Compensation Committee. During the intervals between the meetings of the Board of Directors, the Organization and Compensation Committee shall possess and may exercise such powers of the Board of Directors as have been delegated to the Organization and Compensation Committee, except as provided in Section 8 of this Article IV.

Section 4. Nominating Committee. The Board of Directors may designate a Nominating Committee consisting of one or more of the directors of the Corporation, one of whom shall be designated chairman of the Nominating Committee. During the intervals between the meetings of the Board of Directors, the Nominating Committee

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shall possess and may exercise such powers of the Board of Directors as have been delegated to the Nominating Committee, except as provided in Section 8 of this Article IV.

Section 5. Other Committees. The Board of Directors may designate such other committees as it shall see fit consisting of one or more of the directors of the Corporation, one of whom shall be designated chairman of each such committee. Any such committee shall have and may exercise such powers and authority as provided in the resolution creating it and as determined from time to time by the Board of Directors, except as provided in Section 8 of this Article IV.

Section 6. Procedure; Meetings; Quorum. Any committee designated pursuant to this Article IV shall keep regular minutes of its actions and proceedings in a book provided for that purpose if the minutes are maintained in paper form and shall keep regular minutes in an electronic file if the minutes are maintained in electronic form and report the same to the Board of Directors at its meeting next succeeding such action, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules, or by such committee or the Board of Directors. Should a committee fail to fix its own rules, the provisions of these Bylaws, pertaining to the calling of meetings and conduct of business by the Board of Directors, shall apply as nearly as practicable. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, except as provided in Section 7 of this Article IV, and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.

Section 7. Substitution and Removal of Members; Vacancies. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors who has been designated as an alternate member of that committee to act at the meeting in the place of the absent or disqualified member. The Board of Directors shall have the power at any time to remove any member(s) of a committee and to appoint other directors in lieu of the person(s) so removed and shall also have the power to fill vacancies in a committee.

Section 8. Limitation on Power and Authority of Committees. No committee of the Board of Directors shall have the power or authority of the Board of Directors in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw.

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ARTICLE V

Officers

Section 1. Number, Titles and Term of Office. The officers of the Corporation shall be such officers as the Board of Directors may from time to time elect or appoint, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary and one or more Assistant Treasurers and one or more Assistant Secretaries. Each officer shall hold office until such officer's successor shall be duly elected and shall qualify or until such officer's death or until such officer shall resign or shall have been removed. Any number of offices may be held by the same person, unless the charter documents of the Corporation provide otherwise. Except for the Chairman of the Board, no officer need be a director.

Section 2. Removal. Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

Section 3. Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors; and he shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 5. Powers and Duties of the Chief Executive Officer. The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors designates the Chairman of the Board (if any) or other officer as Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and he or she shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 6. Powers and Duties of the President. Unless the Board of Directors otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and, unless the Board of Directors otherwise determines, he or she shall, in

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the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all meetings of the stockholders and (should he or she be a director) of the Board of Directors; and the President shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 7. Vice Presidents. The Vice President(s), if any, shall perform such duties and have such powers as the Board of Directors may from time to time prescribe. In addition, in the absence of the Chairman of the Board (if any) or President, or in the event of their inability or refusal to act, (i) a Vice President designated by the Board of Directors or (ii) in the absence of such designation, the Vice President who is present and who is senior in terms of length of service as a Vice President of the Corporation, shall perform the duties of the Chairman of the Board (if any), or the President, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board (if any), or the President; provided that he shall not preside at meetings of the Board of Directors unless he is a director.

Section 8. Treasurer. The Treasurer, if any, shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he or she shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Board of Directors. He or she shall perform all acts incident to the position of Treasurer subject to the control of the Chief Executive Officer and the Board of Directors; and the Treasurer shall, if required by the Board of Directors, give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require.

Section 9. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, and the minutes of all meetings of the stockholders, in books provided for that purpose; he or she shall attend to the giving and serving of all notices; he or she may in the name of the Corporation affix the seal (if any) of the Corporation to all contracts of the Corporation and attest thereto; he or she may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct; he or she shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Chief Executive Officer or the Board of Directors; and he or she shall in general perform all duties incident to the office of Secretary, subject to the control of the Chief Executive Officer and the Board of Directors.

Section 10. Assistant Treasurers. Each Assistant Treasurer, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors or the Treasurer. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer's absence or inability or refusal to act.

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Section 11. Assistant Secretaries. Each Assistant Secretary, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer's absence or inability or refusal to act.

Section 12. Action with Respect to Securities of Other Entity. Unless otherwise directed by the Board of Directors, each of the Chief Executive Officer , any Vice President, the Treasurer (if any), the Secretary (if any), or any of them, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other entity.

Section 13. Delegation. For any reason that the Board of Directors may deem sufficient, the Board of Directors may, except where otherwise provided by statute, delegate the powers or duties of any officer to any other person, and may authorize any officer to delegate specified duties of such officer to any other person. Any such delegation or authorization by the Board of Directors shall be effected from time to time by resolution of the Board of Directors.

ARTICLE VI

Indemnification

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights that such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in

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Section 3 of this Article VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article VI, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article VI is not paid in full by the Corporation within sixty
(60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expense) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement

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of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden or proving that the indemnitee is not entitled to be indemnified, or to the recovery of such advancement of expense, under this Article VI or otherwise shall be on the Corporation.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statue, the charter documents of the Corporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the General Corporation Law of the State of Delaware.

Section 6. Indemnification of Employees and Agents of the Corporation.

The Corporation may grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 7. Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE VII

Capital Stock

Section 1. Certificates of Stock. The certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with that required by law and the charter documents of the Corporation, as shall be approved by the Board of Directors. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board (if any), the Chief Executive Officer (if any), the President (if any) or a Vice President (if any) and the Treasurer (if any) or an Assistant Treasurer (if any) or the Secretary (if any) or an Assistant Secretary (if any) of the Corporation representing the number of shares (and, if

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the stock of the Corporation shall be divided into classes or series, certifying the class and series of such shares) owned by such stockholder which are registered in certified form; provided, however, that any of or all the signatures on the certificate may be facsimile. The stock record books and the blank stock certificate books shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The stock certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder's name and number of shares.

Section 2. Transfer of Shares. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares. Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the state of incorporation of the Corporation.

Section 4. Regulations Regarding Certificates. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

Section 5. Lost or Destroyed Certificates. The Board of Directors may determine the conditions upon which the Corporation may issue a new certificate of stock in place of a certificate theretofore issued by it which is alleged to have been lost, stolen or destroyed and may require the owner of such certificate or such owner's legal representative to give bond, with surety sufficient to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate in the place of the one so lost, stolen or destroyed.

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ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of each year.

Section 2. Corporate Seal. The corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of its incorporation, which seal shall be in the charge of the Secretary and shall be affixed to certificates of stock, debentures, bonds, and other documents, in accordance with the direction of the Board of Directors, and as may be required by law; however, the Secretary may, if the Secretary deems it expedient, have a facsimile of the corporate seal inscribed on any such certificates of stock, debentures, bonds, contracts or other documents. Duplicates of the seal may be kept for use by the Secretary or any Assistant Secretary.

Section 3. Notice and Waiver of Notice. Whenever any notice is required to be given by law, the charter documents of the Corporation or under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given (i) by electronic, telegraphic, cable or wireless transmission (including by telecopy, facsimile transmission or electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware) or (ii) by deposit of the same in a post office box or by delivery to an overnight courier service company in a sealed prepaid wrapper addressed to the person entitled thereto at such person's post office address, as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such transmission or mailing or delivery to courier, as the case may be.

Whenever notice is required to be given by law, the charter documents of the Corporation or under any of the provisions of these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether given before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person, including without limitation a director, at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice unless so required by the charter documents of the Corporation or these Bylaws.

Section 4. Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.

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Section 5. Reliance upon Books, Reports and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of such person's duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinion, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 6. Application of Bylaws. In the event that any provision of these Bylaws is or may be in conflict with any law of the United States, of the state of incorporation of the Corporation or of any other governmental body or power having jurisdiction over this Corporation, or over the subject matter to which such provision of these Bylaws applies, or may apply, such provision of these Bylaws shall be inoperative to the extent only that the operation thereof unavoidably conflicts with such law and shall in all other respects be in full force and effect.

ARTICLE IX

Amendments

Section 1. General. Subject to Section 2 of Article IX, the Board of Directors shall have the power to adopt, amend and repeal from time to time Bylaws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal such Bylaws as adopted or amended by the Board of Directors.

Section 2. Supermajority Approval. Notwithstanding the provisions of
Section 1 of Article IX, the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote thereon at a meeting called for that purpose shall be required to alter, amend or repeal these Bylaws.

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EXHIBIT 4.3

CERTIFICATE OF DESIGNATIONS
FOR THE
SERIES B CONVERTIBLE PREFERRED STOCK
OF
OCEAN ENERGY, INC.

OCEAN ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Board of Directors of the Company (the "Board") by the Certificate of Incorporation, as amended (the "Certificate of Incorporation"), of the Company and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board duly adopted the following resolution on May 9, 2001:

RESOLVED, that pursuant to the authority vested in the Board by the provisions of the Certificate of Incorporation, the Board hereby creates the Series B Convertible Preferred Stock (the "Series B Preferred Stock") from the authorized but unissued preferred stock, par value $1.00 per share, of the Company, and the Board hereby fixes the designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of the shares of such Series B Preferred Stock as follows:

Section I. Designation and Number. A series of fifty thousand (50,000) shares shall be designated "Series B Convertible Preferred Stock." The number of shares in such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by the Board.

Section II. Definitions.

A. For purposes of this resolution, the following terms shall have the meanings indicated:

The term "Available Cash" still have the meaning given to it in Section VII.C.

The term "Capital Stock" shall mean any and all shares or other equivalents (however designated) of corporate stock of the Company or the entity in question, as the case may be.

The term "Common Stock" shall mean the Company's Common Stock, par value $.10 per share.

The term "Conversion Price" shall mean the Series B Conversion Price.

The term "Current Market Price" shall mean, as of any date, the price per share of Common Stock determined by the Company's Board as provided in this definition. The Current Market Price shall be the average of the daily closing prices per share of Common Stock for ten consecutive trading days ending no more than two business days before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during or subsequent to such ten trading day period). The closing price for each day shall be the last reported sales price regular way or, in the event no such reported sales take place on such day,

the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the highest bid and the lowest asked prices quoted on the National Association of Securities Dealers Automated Quotation System; provided, however, that if the Common Stock is not traded in such manner that such quotations are available for the period required hereunder, the Current Market Price per share of Common Stock shall be deemed to be the fair value as reasonably determined by the Board of the Company. Notwithstanding the foregoing, to the extent the Company sells Common Stock in a public offering, the Current Market Price with respect to such transaction shall be the price per share at which the Company sells such Common Stock before deducting therefrom any discounts, commissions, taxes or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

The term "Issuance Date" shall mean the date the Series B Preferred Stock is issued in connection with the Merger.

The term "Junior Securities" shall have the meaning given to it in
Section VIII.

The term "Liquidation" shall mean any voluntary or involuntary liquidation, dissolution or winding-up of the Company. Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Company nor the consolidation or merger of the Company with or into one or more entities shall be deemed to be a liquidation, dissolution or winding-up of the Company.

The term "Mandatorily Redeemable Preferred Stock" shall have the meaning given to it in Section VII.C.

The term "Measurement Date" shall mean November 10, 1998.

The term "Merger" shall mean the merger of Ocean Energy, Inc., a Texas corporation ("OEI-Texas"), with and into the Company.

The term "Parity Securities" shall have the meaning given to it in
Section VIII.

The term "Optional Redemption Date" shall have the meaning given to it in Section VII.B.

The term "Optional Redemption Notice" shall have the meaning given to it in Section VII.B.

The term "Reclassification" means any capital reorganization of the Company, any reclassification of the Common Stock, the consolidation of the Company with or the merger of the Company with or into any other Person, or the sale, lease or other transfer of all or substantially all of the assets of the Company to any other Person. The subdivision or combination of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock at any time outstanding into a greater or lesser number of shares of Common

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

Stock (whether with or without par value) shall not be deemed to be a "Reclassification" of the Common Stock for the purposes of Section VI.E.4.

The term "Redemption Date" shall have the meaning given to it in
Section VII.C.

The term "Rights" means the rights to acquire Capital Stock or preferred stock of the Company, or subdivisions thereof, which are issued pursuant to that certain Amended and Restated Rights Agreement of OEI-Texas dated December 22, 1997, as amended, assumed by the Company in connection with the Merger or pursuant to any other rights plan approved by the Board and any amendments thereto, similar to shareholder rights plans of the type adopted by public companies, approval of any rights plan by the Board to be conclusive evidence that such plan satisfies the foregoing and such rights issuable thereunder are Rights contemplated hereby.

The term "Senior Securities" shall have the meaning given to it in
Section VIII.

The term "Series B Conversion Date" shall have the meaning set forth in
Section VI.D hereof.

The term "Series B Conversion Price" shall have the meaning set forth in Section VI.C hereof.

The term "Series B Forced Conversion Price" means prior to the third anniversary of the Measurement Date, 175% of the Series B Conversion Price, as then in effect, and on and after the third anniversary of the Measurement Date, 150% of the Series B Conversion Price, as then in effect.

The term "Series B Preferred Stock" means the Series B Convertible Preferred Stock, par value $1.00 per share, of the Company.

The term "Trigger Price" shall mean, as applicable, (i) in the case of Common Stock, options, warrants or other rights to purchase or acquire Common Stock, securities by their terms convertible into or exchangeable for Common Stock (other than any series of convertible preferred stock) and Capital Stock, other than any series of convertible preferred stock, of the Company, $12.00 per share, as proportionately adjusted for all Common Stock stock splits, dividends paid in Common Stock, reverse splits of Common Stock and other recapitalizations affecting the Common Stock subsequent to the Issuance Date or (ii) in the case of any series of convertible preferred stock of the Company, the Series B Conversion Price as then in effect.

B. All accounting terms used herein and not expressly defined herein shall have the meanings given to them in accordance with generally accepted accounting principles as of the date the Series B Preferred Stock is initially issued.

Section III. Dividends. The holders of the then outstanding Series B Preferred Stock shall be entitled to receive, when and as declared by the Board, and out of any funds legally available therefor, cumulative dividends at the annual rate of $65.00 per share, payable semi-annually in cash on April 1 and October 1 of each year commencing October 1, 2001, accruing from and including April 2, 2001. Dividends on the Series B Preferred Stock shall accumulate

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

and accrue on each such share from the date of its original issue and shall accrue from day to day thereafter, whether or not earned or declared. No dividend or distribution on any Junior Securities in cash, shares of stock (other than Common Stock) or other property shall be declared, set apart for payment or paid unless all previous and current dividends on the Series B Preferred Stock at the rate specified above shall have been paid or declared and a sum sufficient for the payment thereof set apart.

Section IV. Preference on Liquidation. Upon any Liquidation, holders of shares of Series B Preferred Stock shall be entitled to receive payment of $1,000.00 per share of Series B Preferred Stock held by them plus an amount equal to all accrued and unpaid dividends thereon, whether or not earned or declared, to and including the last date on which dividends have accrued thereon prior to the Liquidation, before any distribution shall be made or any assets distributed to the holders of any of the Junior Securities. Except as provided in the preceding sentence, holders of Series B Preferred Stock shall not be entitled to any distribution in the event of any Liquidation of the affairs of the Company. If the assets of the Company are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series B Preferred Stock and all Parity Securities, then the holders of all such shares shall share equally and ratably in such distribution of assets in proportion to the full liquidation preference to which each is entitled, including without limitation, accumulated but unpaid dividends.

Section V. Voting.

A. In addition to the special voting rights provided in paragraph "B" of this Section V and the voting rights provided by applicable law, the holders of shares of Series B Preferred Stock shall be entitled to vote upon all matters upon which holders of the Common Stock have the right to vote, and shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which such shares of Series B Preferred Stock could be converted pursuant to the provisions of Section VI hereof at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, the date such vote is taken, such votes to be counted together with all other shares of Capital Stock having general voting powers and not separately as a class. In all cases where the holders of shares of Series B Preferred Stock have the right to vote separately as a class, all such holders shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which such shares of Series B Preferred Stock could be converted pursuant to the provisions of Section VI hereof at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken.

B. So long as any Series B Preferred Stock is outstanding, without the consent of the holders of at least 66 2/3% of the shares of Series B Preferred Stock then outstanding, voting together as a class, given in writing or by vote at a meeting of stockholders called for such purpose, the Company will not (i) create any new class or series of stock having a preference over the Series B Preferred Stock with respect to dividend distributions or distributions on Liquidation or (ii) amend, alter or repeal any provision of the Certificate of Incorporation of the Company so as to adversely affect the preferences, rights, or powers of the Series B Preferred Stock.

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

Section VI. Conversion Rights. The Series B Preferred Stock shall be convertible into Common Stock as follows:

A. Optional Conversion. Subject to and upon compliance with the provisions of this Section VI, the holder of any shares of Series B Preferred Stock shall have the right at such holder's option, at any time or from time to time, to convert any of such shares of Series B Preferred Stock into the number of fully paid and nonassessable shares of Common Stock set forth in paragraph "C" of this Section VI.

B. Automatic Conversion. Each outstanding share of Series B Preferred Stock shall automatically be converted, without any further act of the Company or its stockholders, into the number of fully paid and nonassessable shares of Common Stock set forth in paragraph "C" of this Section VI, provided, however, that such automatic conversion shall occur if, and only if, for any 20 consecutive trading days, the closing price of the Common Stock equals or exceeds the Series B Forced Conversion Price.

C. Conversion Price. Each share of Series B Preferred Stock converted pursuant to paragraphs "A" and "B" of this Section VI shall be converted into such number of shares of Common Stock as is determined by dividing (i) the sum of (A) $1,000.00 plus (B) all accrued and unpaid dividends on such share of Series B Preferred Stock, whether or not earned or declared, which such holder is entitled to receive, but has not yet received, by (ii) the Series B Conversion Price in effect on the Series B Conversion Date. The Series B Conversion Price shall initially be $14.92. The Series B Conversion Price shall be subject to adjustment as set forth in paragraph "E" of this Section VI and as so adjusted is referred to herein as the "Series B Conversion Price."

D. Mechanics of Conversion. Upon the occurrence of the event specified in paragraph "B" of this Section VI, the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and regardless of whether the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue to any such holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of Series B Preferred Stock are delivered to either the Company or any transfer agent of the Company or the affidavit and indemnity referenced in paragraph "F" of Section IX hereof with respect to such certificates are delivered to the Company. The holder of any shares of Series B Preferred Stock may exercise the conversion right specified in paragraph "A" of this Section VI as to any part thereof by surrendering to the Company or any transfer agent of the Company the certificate or certificates for the shares to be converted, accompanied by written notice stating that the holder elects to convert all or a specified portion of the shares represented thereby. Conversion shall be considered to have been effected
(i) on the date of the occurrence of the event specified in paragraph "B" of this Section VI, or (ii) on the date when a holder of Series B Preferred Stock delivers notice of an election to convert shares of Series B Preferred Stock to the Company accompanied by certificates representing such shares, as the case may be, and such date is referred to herein as the "Series B Conversion Date." Subject to the provisions of paragraph "E" of this Section VI, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

the Series B Preferred Stock to the Company or any transfer agent of the Company or delivery to the Company of the affidavit and indemnity referenced in paragraph "F" of Section IX hereof with respect to such certificates), the Company shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check in immediately available funds or cash with respect to any fractional interest in a share of Common Stock as provided in paragraph "C" of Section IX hereof. Subject to the provisions of paragraph "E" of this Section VI, the person in whose name the certificate or certificates for Common Stock are to be issued shall be considered to have become a holder of record of such Common Stock on the Series B Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series B Preferred Stock surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate or certificates covering the number of shares of Series B Preferred Stock representing the unconverted portion of the certificate so surrendered.

E. Series B Conversion Price Adjustments. The Series B Conversion Price shall be subject to adjustment from time to time as follows:

1. Other Issuances of Common Stock. If the Company shall issue any Additional Shares of Common Stock after the Issuance Date for a consideration per share less than the Trigger Price immediately prior to such issuance, then and in each such case the Series B Conversion Price shall immediately be reduced to a price determined by multiplying the Series B Conversion Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Trigger Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock. For the purpose of the calculation described in this clause "1", the number of shares of Common Stock outstanding shall include (A) the number of shares of Common Stock into which the then outstanding shares of Series B Preferred Stock could be fully converted on the day next preceding the issue of Additional Shares of Common Stock and (B) the number of shares of Common Stock which could be obtained through the conversion of all convertible securities which are convertible on the day next preceding the issue of Additional Shares of Common Stock. "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company after the Issuance Date, whether or not subsequently reacquired or retired by the Company, other than (i) shares of Common Stock issued upon conversion of the Series B Preferred Stock, (ii) shares of Common Stock issued to, and options or rights to purchase Common Stock granted to, current or former management, directors, or employees of, or consultants to the Company or any subsidiary of the Company pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board or the Compensation Committee of the Board, (iii) shares of Common Stock issued in connection with the Merger and (iv) the shares of Series B Preferred Stock issued in

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

connection with the Merger. For the purpose of any adjustment of the Series B Conversion Price pursuant to this clause "1", the following provisions shall be applicable:

a. Cash. In the case of the issuance of Common Stock for cash, the amount of the consideration received by the Company shall be considered to be the amount of the cash proceeds received by the Company for such Common Stock before deducting therefrom any discounts, commissions, taxes or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

b. Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board, irrespective of any accounting treatment; provided, however, that such fair value as reasonable determined by the Board shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the date the Board authorizes the issuance of such shares.

c. Options and Convertible Securities. If, after the Issuance Date, the Company shall grant any options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), or issue any securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) and the consideration per share for which Common Stock may at any time thereafter be issuable pursuant to such options, warrants or other rights or pursuant to the terms of such convertible or exchangeable securities shall be less than the Trigger Price, then:

(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be considered to have been issued at the time such options, warrants or rights were granted and for a consideration equal to the consideration (determined in the manner provided in subclauses "a" and "b" of this clause "1"), if any, received by the Company upon the grant of such options, warrants or rights plus the minimum purchase price provided for in such options, warrants or rights for the Common Stock covered thereby;

(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be considered to have been issued at the time such securities were issued or such options,

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

warrants or rights were granted and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any related options, warrants or rights (the consideration in each case to be determined in the manner provided in subclauses "a" and "b" of this clause "1");

(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion of or exchange for such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series B Conversion Price as then in effect shall forthwith be readjusted to such Series B Conversion Price as would have been obtained had an adjustment been made upon the grant of such options, warrants or rights not exercised prior to such change, or the issuance of such securities not converted or exchanged prior to such change, on the basis of such change;

(4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Series B Conversion Price shall have been adjusted upon the grant or issuance thereof, then the Series B Conversion Price shall forthwith be readjusted to such Series B Conversion Price as would have been obtained had an adjustment been made upon the grant or issuance of such options, warrants, rights or securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such securities; and

(5) if the Series B Conversion Price shall have been adjusted upon the grant or issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Series B Conversion Price shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof;

provided, however, that no increase in the Series B Conversion Price shall be made pursuant to subclauses "1", "2" or "3"of this subclause "c".

d. Notwithstanding the foregoing provisions of this paragraph "E" of this Section VI, the dividend or other distributions of Rights to holders of Common Stock shall not be deemed to be the issuance of Additional Shares of Common Stock resulting in an adjustment to the Series B Conversion Price until such time as such Rights become exercisable or exchangeable for Common Stock.

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

2. Stock Dividends. If the number of shares of Common Stock outstanding at any time after the date of issuance of Series B Preferred Stock is increased by a stock dividend or other distribution payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then immediately after the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend or the effective date of such subdivision or split-up, as the case may be, the Series B Conversion Price shall be appropriately reduced so that the holder of any shares of Series B Preferred Stock thereafter converted shall be entitled to receive the number of shares of Common Stock which the holder would have received immediately following such action had such shares of Series B Preferred Stock been converted immediately prior thereto.

3. Combination of Stock. If the number of shares of Common Stock outstanding at any time after the date of issuance of Series B Preferred Stock is decreased by a combination of the outstanding shares of Common Stock, then, immediately after the effective date of such combination, the Series B Conversion Price for such series shall be appropriately increased so that the holder of any shares of Series B Preferred Stock thereafter converted shall be entitled to receive the number of shares of Common Stock which such holder would have received immediately following such action had such shares of Series B Preferred Stock been converted immediately prior thereto.

4. Reclassification. In case of any Reclassification, each share of Series B Preferred Stock shall, after such Reclassification, be convertible into the kind and number of shares of stock or other securities, cash or property to which the holder of such share of Series B Preferred Stock would have been entitled to receive if the holder owned the Common Stock issuable upon conversion of the Series B Preferred Stock immediately prior to the occurrence of the Reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holders of the shares of Series B Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as possible, to any shares of stock or other securities, cash or property thereafter deliverable on the conversion of the shares of Series B Preferred Stock.

5. Adjustment Upon Payment of Dividend on Common Stock. To the extent the Company pays a dividend on Common Stock, other than Rights or a dividend payable in Common Stock as provided for in Section
VI.E.2, the Series B Conversion Price shall immediately be reduced (i) by the per share amount of cash dividend paid on the Common Stock or
(ii) in the case of a non-cash dividend (other than dividends of options, warrants or other rights to purchase or acquire Common Stock for which there has been an adjustment under Section VI.E.1.c), by the fair value of the per share amount of such dividend as reasonably determined by the Board.

6. Rounding of Calculations. All calculations under this paragraph "E" shall be made to the nearest cent or to the nearest one hundredth (1/100th) of a share, as the case may be.

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

7. Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this paragraph "E" shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the holder of any shares of Series B Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such conversion before giving effect to such adjustment, and (ii) paying to such holder any amount of cash in lieu of a fractional share of Common Stock pursuant to paragraph "C" of Section IX hereof; provided, however, that the Company upon request shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares and such cash, upon the occurrence of the event requiring such adjustment.

F. Statement Regarding Adjustments. Whenever the Series B Conversion Price shall be adjusted as provided in paragraph "E" of this Section VI, the Company shall forthwith file, at the office of any transfer agent for such Series B Preferred Stock and at the principal office of the Company, a statement showing in detail the facts requiring such adjustment and the Series B Conversion Price that shall be in effect after such adjustment, and the Company shall also cause a copy of such statement to be sent by certified mail, postage prepaid, to each holder of shares of Series B Preferred Stock at the address appearing on the Company's records. Each such statement shall be signed by the Company's independent public accountants. Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions of paragraph "G" of this Section VI.

G. Notice to Holders. In the event the Company shall propose to take any action of the type described in clauses "1" (but only if the action of the type described in clause "1" would result in an adjustment in the Series B Conversion Price), "2", "3, "4" or "5" of paragraph "E" of this Section VI, the Company shall give notice to each holder of shares of Series B Preferred Stock affected by such action in the manner set forth in this paragraph "G" of this
Section VI, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Series B Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of shares of Series B Preferred Stock. In the case of any action which would require the fixing of a record date, such notice shall be given at least ten days prior to the date so fixed, and in the case of any other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

H. Treasury Stock. For the purpose of this Section VI, the sale or other disposition of Common Stock theretofore held in the Company's treasury shall be deemed to be an issuance thereof.

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

I. Costs. The Company shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon conversion of any shares of Series B Preferred Stock; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series B Preferred Stock in respect of which such shares are being issued.

Section VII. Redemption.

A. Optional Redemption. So long as any shares of Series B Preferred Stock shall be outstanding and to the extent that the Company shall have funds legally available for such payment, the Company may, but shall not be obligated pursuant to this Section VII.A to, redeem for cash any such outstanding shares. The redemption price of each share of Series B Preferred Stock so redeemed shall be an amount equal to the sum of (i) the product of (A) the number of shares of Common Stock into which one share of Series B Preferred Stock is then convertible and (B) the Series B Forced Conversion Price and (ii) all accrued and unpaid dividends. All accrued and unpaid dividends payable hereunder shall be payable whether or not earned or declared, to and including the applicable Optional Redemption Date.

B. Procedure With Respect to Optional Redemption. The Company shall, not less than 30 days nor more than 60 days prior to the applicable redemption date (an "Optional Redemption Date"), mail written notice (the "Optional Redemption Notice"), by certified mail, postage prepaid, to each holder of shares of record of Series B Preferred Stock to be redeemed at such holder's post office address last shown on the records of the Company. The Optional Redemption Notice shall state: (i) the total number of shares of Series B Preferred Stock which the Company intends to redeem; (ii) the number of shares of Series B Preferred Stock which the Company intends to redeem from that particular holder; (iii) the applicable Optional Redemption Date and the applicable redemption price; and (iv) the time, place and manner in which the holder is to surrender to the Company the certificate or certificates, as the case may be, representing the shares of Series B Preferred Stock to be redeemed. On or before the applicable Optional Redemption Date, each holder of Series B Preferred Stock shall surrender the certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Optional Redemption Notice, and thereupon the applicable redemption price for such shares shall be payable in immediately available funds to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired. In the event less than all of the shares of Series B Preferred Stock represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

C. Mandatory Redemption. If on the twentieth anniversary of the Measurement Date and on each anniversary of the Measurement Date thereafter until the Series B Preferred Stock is fully retired (a "Redemption Date"), all shares of the Series B Preferred Stock have not been previously converted or redeemed and if the closing price of Common Stock into which the shares of any outstanding series of Series B Preferred Stock are convertible is less than the applicable Conversion Price for such series of Series B Preferred Stock for a period of 30

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

consecutive trading days during the immediately preceding 12-month period (such series of Series B Preferred Stock being referred to as the "Mandatorily Redeemable Preferred Stock"), then the Company shall, at the option of each holder of shares of Mandatorily Redeemable Preferred Stock not converted or redeemed, redeem in cash the lesser of (i) one-fifth of the shares of the Mandatorily Redeemable Preferred Stock held of record by such holder or (ii) the number of shares equal to the quotient resulting from dividing such holder's pro rata share of the Available Cash (as hereinafter defined) by the redemption price per share. The term "Available Cash" means the lesser of (A) the amount of cash legally available for the redemption of stock by the Company or (B) the amount of cash available, if any, for the redemption of stock by the Company without materially disrupting the business of the Company as carried on in the normal course, as determined in good faith by the Board of the Company. Notwithstanding anything herein to the contrary, if the redemption of any shares of Mandatorily Redeemable Preferred Stock for which redemption has been demanded under this Section VII.C would result in a default, an event of default or an event that with the passage of time or the giving of notice, or both, would become a default or an event of default under any contract, agreement, commitment or other contractual obligation to which the Company is a party, bound or subject to, the Company shall not be obligated to redeem any of the shares of Mandatorily Redeemable Preferred Stock for which redemption has been demanded under this Section VII.C. A holder's pro rata share of Available Cash with respect to shares of Mandatorily Redeemable Preferred Stock for which redemption has been demanded shall be determined ratably based upon the respective amounts which would be payable on such shares if all amounts payable upon redemption of all shares for which redemption has been demanded were paid in full. The redemption price per share of the Series B Preferred Stock shall be $1,000.00 plus all accrued and unpaid dividends as of the applicable Redemption Date, whether or not earned or declared. Any holder of Series B Preferred Stock may exercise its option to redeem shares pursuant to this Section VII.C at any time after an applicable Redemption Date but prior to, and such option shall expire at 5:00 p.m., Houston, Texas, time on, the 30th day after the applicable Redemption Date.

D. Procedure With Respect to Mandatory Redemption. A holder of Mandatorily Redeemable Preferred Stock may exercise its option pursuant to paragraph "C" of this Section VII by delivering, prior to the expiration of such option, written notice of redemption to the Company at its principal executive office, together with all certificates representing shares of Mandatorily Redeemable Preferred Stock to be redeemed, or the affidavit and indemnity referenced in paragraph "F" of Section IX hereof with respect to such certificates, and such transmittal forms, endorsements or stock powers as may reasonably be requested by the Company. Upon receipt thereof, the Company will promptly pay, by check or wire in immediately available funds, the redemption price to the registered holder at the address specified in the written notice of redemption, or in the event no address is specified, at the address of the holder as it then appears on the records of the Company. Subject to the terms of paragraph "C" of this Section VII, in no event shall the redemption price be delivered later than 60 days after receipt by the Company of written notice of redemption pursuant to paragraph "C" of this Section VII.

Section VIII. Rank. The Series B Preferred Stock shall, with respect to dividend distributions and distributions upon the Liquidation of the Company, rank (i) senior to all classes of Common Stock of the Company, to the Company's Series A Junior Participating Preferred

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

Stock and to each other class of Capital Stock of the Company or series of preferred stock of the Company hereafter established the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series B Preferred Stock as to dividend distributions or distributions upon the Liquidation of the Company (collectively referred to, together with all classes of Common Stock of the Company, as "Junior Securities"); (ii) on a parity with any class of Capital Stock of the Company or series of preferred stock of the Company hereafter established the terms of which expressly provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend distributions or distributions upon the Liquidation of the Company (collectively referred to as "Parity Securities"); and (iii) junior to each other class of Capital Stock of the Company or series of preferred stock of the Company hereafter established the terms of which expressly provide that such class or series will rank senior to the Series B Preferred Stock as to dividend distributions or distributions upon the Liquidation of the Corporation (collectively referred to as "Senior Securities").

Section IX. General.

A. All shares of Common Stock which may be issued upon conversion of the shares of Series B Preferred Stock will upon issuance by the Company be duly and validly issued, fully paid and nonassessable, not subject to any preemptive rights, and free from all taxes, liens and charges with respect to the issuance thereof and the Company shall take no action which will cause a contrary result.

B. The section headings contained in this resolution are for reference purposes only and shall not affect in any way the meaning of this resolution.

C. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of the Series B Preferred Stock. If more than one share of Series B Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any share of Series B Preferred Stock, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then Current Market Price.

D. The Company shall reserve at all times so long as any shares of Series B Preferred Stock remain outstanding, free from preemptive rights, out of its treasury stock or its authorized but unissued shares of Common Stock, or both, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Series B Preferred Stock.

E. Shares of Series B Preferred Stock which have been issued and have been converted, redeemed, repurchased or reacquired in any manner by the Company shall become authorized and unissued shares of the Company's undesignated preferred stock, par value $1.00 per share, but shall not be reissued as shares of Series B Preferred Stock.

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

F. Upon receipt by the Company of (i) an affidavit in form and content reasonably acceptable to the Company stating that the stock certificate or certificates representing Series B Preferred Stock have been lost, stolen or destroyed, and (ii) an indemnity in form and content reasonably acceptable to the Company that indemnifies the Company against any claim that may be made against the Company with respect to the certificate or certificates alleged to have been lost, stolen or destroyed, the Company shall issue a new certificate or certificates in place of any certificate or certificates alleged to have been lost, stolen or destroyed.

G. All dollar amounts shall be United States dollars.

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

IN WITNESS WHEREOF, the Company has caused this certificate to be signed and attested by its duly authorized officers this 9th day of May, 2001.

OCEAN ENERGY, INC.,
A Delaware corporation

                                           By:  /s/ James T. Hackett
                                              ----------------------
                                           Name:   James T. Hackett
                                           Title:  President



ATTEST:


/s/ Robert K. Reeves
-------------------------------
    Robert K. Reeves, Secretary

OCEAN ENERGY, INC.
SERIES B PREFERRED STOCK

EXHIBIT 4.4

AMENDMENT NO. 5 TO
AMENDED AND RESTATED
RIGHTS AGREEMENT

This Amendment No. 5 to Amended and Restated Rights Agreement (this "Amendment") is entered into this 9th day of May, 2001 and shall become effective upon the effectiveness of the Merger (as defined below). This Amendment is an amendment to the Amended and Restated Rights Agreement, dated as of March 17, 1989, as amended June 13, 1992, as amended and restated as of December 12, 1997, as further amended November 24, 1998, March 10, 1999, May 19, 1999, and May 19, 2000 (the "Rights Agreement"), between Ocean Energy, Inc., a Texas corporation (formerly known as Seagull Energy Corporation and referred to herein as the "Company"), and Fleet National Bank (f/k/a BankBoston, N.A.) (the "Rights Agent").

RECITALS

WHEREAS, the Company intends to merge (the "Merger") with and into its wholly-owned subsidiary, Ocean Energy, Inc., a Delaware corporation ("OEI-Delaware), resulting in a redomestication of the Company from Texas to Delaware;

WHEREAS, in connection with the Merger, the Company desires to amend the Rights Agreement to extend the Final Expiration Date (as defined therein) for a period of two years;

WHEREAS, in connection with the Merger, the common stock of the Company and the preferred share purchase rights attached thereto will convert into shares of common stock of OEI-Delaware having substantially identical preferred share purchase rights attached thereto;

WHEREAS, in connection with the Merger, OEI-Delaware desires to assume the rights and obligations of the Company under the Rights Agreement; and

WHEREAS, in furtherance of the foregoing and pursuant to and in compliance with Section 26 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement as set forth herein;

NOW THEREFORE, the parties hereto agree as follows:

Section 1. Amendments. Section 7(a) of the Rights Agreement is hereby amended to provide that the term "Final Expiration Date" shall mean May 21, 2003.

Section 2. Governing Law. Section 30 of the Rights Agreement is hereby amended and restated to provide as follows:

"This Agreement and each Right Certificate (and, prior to the Distribution Date, the Rights represented by certificates for Common Shares) issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of

such State applicable to contracts to be made and performed entirely within such State."

Section 3. Assumption by OEI-Delaware. Upon the effectiveness of the Merger, OEI-Delaware hereby agrees to assume and to perform or discharge, in accordance with their terms, all obligations of the Company under the Rights Agreement and the Rights issued thereunder. The Rights Agent hereby consents to the assumption by OEI-Delaware of the Company's rights and obligations under the Rights Agreement and hereby agrees that all covenants and provisions thereunder for the benefit of the Company shall inure to the benefit of OEI-Delaware.

In furtherance of the foregoing, upon effectiveness of the Merger, OEI-Delaware shall be substituted for the Company in all respects under the Rights Agreement, and the Rights Agreement shall be amended as follows:

(a) Except where the context indicates otherwise, all references to the "Company" or to Seagull Energy Corporation shall be deemed to refer to Ocean Energy, Inc., a Delaware corporation;

(b) All references to Preferred Shares or Series B Junior Participating Preferred Stock shall be deemed to refer to the Series A Junior Participating Preferred Stock of OEI-Delaware, having the rights and preferences set forth in the Certificate of Designations set forth on Exhibit A to this Amendment, which replaces Exhibit A to the Rights Agreement;

(c) As provided in the Agreement and Plan of Merger relating to the Merger, all Rights outstanding and attached to the Common Shares at the effective time of the Merger shall by operation of the Merger be converted into Rights of OEI-Delaware having the same terms as the Rights immediately prior to the Merger, subject to the foregoing amendments;

(d) The Form of Rights Certificate attached as Exhibit B to the Rights Agreement, the Summary of Rights attached as Exhibit C to the Rights Agreement and other provisions of the Rights Agreement shall be deemed amended as appropriate to reflect the foregoing amendments.

In addition, the parties hereby agree that the following sections shall be amended as follows:

(a) The following language shall be inserted at the end of
Section 2: ", upon ten (10) days' prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent";

(b) The address for notice for the Rights Agent in Section 25 shall be revised as follows:

Fleet National Bank
c/o Equiserve Limited Partnership 150 Royall Street
Canton, MA 02021
Attn: Client Administration

Section 4. Remainder of Agreement Not Affected. Except as set forth in Sections 1, 2 and 3 hereof, the terms and provisions of the Rights Agreement remain in full force and effect and are hereby ratified and confirmed.

Section 5. Authority. Each party represents that such party has full power and authority to enter into this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Section 6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written.

Attest:                                      OCEAN ENERGY, INC.,
                                             a Texas corporation


By: /s/ Robert K. Reeves                     By:  /s/ James T. Hackett
   ------------------------                     -----------------------------
        Robert K. Reeves                              James T. Hackett
        Executive Vice President, Senior              Chairman of the Board,
        General Counsel and Secretary                 President and
                                                      Chief Executive Officer

Attest:                                      OCEAN ENERGY, INC.,
                                             a Delaware corporation


By: /s/ Robert K. Reeves                     By:  /s/ James T. Hackett
   ------------------------                     -----------------------------
        Robert K. Reeves                              James T. Hackett
        Secretary                                     President


Attest:                                      FLEET NATIONAL BANK



By: /s/ Amy E. Toland                        By: /s/ Carol A. Mulvey-Eori
   ---------------------------------            -----------------------------
        Amy E. Toland                                Carol A. Mulvey-Eori
        Senior Account Manager                       Managing Director

EXHIBIT A

CERTIFICATE OF DESIGNATIONS OF PREFERRED SHARES

CERTIFICATE OF DESIGNATIONS
FOR THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
OCEAN ENERGY, INC.

OCEAN ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:

RESOLVED, that pursuant to the authority vested in the Board by the provisions of the Certificate of Incorporation, the Board hereby creates the Series A Junior Participating Preferred Stock (the "Series A Preferred Stock") from the authorized but unissued preferred stock, par value $1.00 per share, of the Company, and the Board hereby fixes the designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of the shares of such Series A Preferred Stock as follows:

Section 1. Designation and Number. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" and the number of shares constituting the Series A Preferred Stock shall be 1,500,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.10 per share (the "Common Stock"), of the Company, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, if any, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, if any, other than a dividend

payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Company shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issuance of such shares, unless the date of issuance of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issuance of such shares, or unless the date of issuance is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Company.

(B) Except as otherwise provided herein, in any other Statement of Resolution Establishing Series of Shares creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Company.

(C) Except as set forth herein or in the Certificate of Incorporation of the Company as in effect on the date hereof, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, or declared and a sum sufficient for the payment therefor be set apart for payment and be in the process of payment, the Company shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series

and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Statement of Resolution Establishing Series of Shares creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount, if any, to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of

Common Stock is changed or exchanged. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, on liquidation or otherwise, junior to all series of any class of the Company's Preferred Stock.

Section 10. Amendment. The Certificate of Incorporation and Bylaws of the Company, and this Certificate of Designations, shall not be amended in any manner that would materially alter or change the powers, preferences, privileges or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

         NUMBER                                                                                               [SHARES]



INCORPORATED UNDER THE LAWS                                                                                 COMMON STOCK
 OF THE STATE OF DELAWARE                                                                                  PAR VALUE $.10


THIS CERTIFICATE IS TRANSFERABLE                                                                           CUSIP 67481E 10 6
IN CANTON, MASSACHUSETTS, JERSEY CITY, NEW JERSEY                                                SEE REVERSE FOR CERTAIN DEFINITIONS
AND NEW YORK, NY
                                                          [GRAPHIC]
                                                      OCEAN ENERGY, INC.


This Certifies that





as the owner of


                                    FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

                                                       CERTIFICATE OF STOCK


Ocean Energy, Inc., a Delaware corporation (the "Corporation"), transferable on the books of the Corporation by the holder hereof in
person or by a duly authorized attorney upon surrender of this certificate properly endorsed.  This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.

        Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized Officers.


                                                                           DATED

/s/ JAMES T. HACKETT                                                       COUNTERSIGNED AND REGISTERED:
                                                                                      FLEET NATIONAL BANK
Chairman of the Board, President                                                                          TRANSFER AGENT
and Chief Executive Officer                                                                                AND REGISTRAR

                                                                           BY

/s/ ROBERT K. REEVES, Secretary                                                                     AUTHORIZED SIGNATURE

[OCEAN ENERGY LOGO]

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUESTS MAY BE MADE TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as thought they were written out in full according to applicable laws or regulations.

TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ______ Custodian _______
(Cust) (Minor)

TEN ENT -- as tenants by the entireties            under Uniform Gifts to Minors

JT TEN  -- as joint tenants with right of          Act _________________
           survivorship and not as tenants                  (State)
           in common

Additional abbreviations may also be used though not in the above list.

For Value Received, ______________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

of Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint

Attorney,

to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

DATED                              X
     ----------------------------   --------------------------------------------

NOTICE: THE SIGNATURES(S) TO
THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.               X
                                    --------------------------------------------

                                   ---------------------------------------------

THIS CERTIFICATE EVIDENCES AND     ALL GUARANTEES MUST BE MADE BY A FINANCIAL
ENTITLES THE HOLDER HEREOF TO      INSTITUTION (SUCH AS A BANK OR BROKER) WHICH
CERTAIN RIGHTS, AS SET FORTH       IS A PARTICIPANT IN THE SECURITIES TRANSFER
IN A RIGHTS AGREEMENT BETWEEN      AGENTS MEDALLION PROGRAM ("STAMP"). THE NEW
OCEAN ENERGY, INC. (THE            YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE
"CORPORATION") AND FLEET           PROGRAM ("MSP"), OR THE STOCK EXCHANGES
NATIONAL BANK (F/K/A               MEDALLION PROGRAM ("SEMP") AND MUST NOT BE
BANCBOSTON, N.A.) THE TERMS OF     DATED, GUARANTEES BY A NOTARY PUBLIC ARE NOT
WHICH ARE HEREBY INCORPORATED      ACCEPTABLE.
BY REFERENCE AND A COPY OF
WHICH IS ON FILE AS THE            ---------------------------------------------

PRINCIPAL EXECUTIVE OFFICE OF
THE CORPORATION UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN
THE RIGHTS AGREEMENT. SUCH
RIGHTS WILL BE EVIDENCED BY
SEPARATE CERTIFICATES AND WILL
NO LONGER BE EVIDENCED BY
THIS CERTIFICATE. THE
CORPORATION WILL FURNISH TO
THE REGISTERED HOLDER OF THIS
CERTIFICATE A COPY OF THE
RIGHTS AGREEMENT WITHOUT
CHARGE ON REQUEST TO THE
CORPORATION AT ITS PRINCIPAL
PLACE OF BUSINESS OR
REGISTERED OFFICE. AS
DESCRIBED IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO
ANY PERSON WHO BECOMES AN
ACQUIRING PERSON (AS DEFINED
IN THE RIGHTS AGREEMENT) SHALL
BECOME NULL AND VOID.

EXHIBIT 99.1

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.,
A TEXAS CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
AS SUCCESSOR TO
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

INDENTURE

DATED AS OF JULY 8, 1998

7 5/8% SENIOR NOTES DUE 2005

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation ("OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and Wells Fargo Bank Minnesota, National Association, as successor to Norwest Bank Minnesota, National Association, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, under the terms of the Agreement and Plan of Merger, dated as of November 24, 1988 as amended by Amendment No. 1 thereto, dated as of December 9, 1998, by and between Ocean Energy, Inc., a Delaware corporation ("OLD OEI"), and Old Ocean, Old OEI merged with and into Old Ocean, with Old Ocean as the surviving entity; and

WHEREAS, Old OEI, as issuer, and OEI Sub, as subsidiary guarantor, executed and delivered to the Trustee an Indenture, dated as of July 8, 1998 (the "JULY INDENTURE"), providing for the issuance of an aggregate principal amount of $125,000,000 of 7 5/8% Senior Notes due 2005; and

WHEREAS, Old Ocean, as successor to Old OEI, and OEI Sub, as subsidiary guarantor, delivered the First Supplemental Indenture, dated as of March 30, 1999 (the "FIRST SUPPLEMENTAL INDENTURE;" together with the July Indenture, the "INDENTURE"), to the Trustee, in which Old Ocean expressly assumed all the obligations of and was substituted for Old OEI under the July Indenture; and

WHEREAS, under the terms of the Agreement and Plan of Merger, dated as of March 30, 2001 (the "MERGER AGREEMENT"), by and between Old Ocean and the Company, Old Ocean has merged with and into the Company, with the Company as the surviving entity; and

WHEREAS, in connection with the Merger Agreement, the Company desires to assume all of Old Ocean's obligations under the Indenture, as required under
Section 5.01 thereof; and

WHEREAS, OEI Sub is a wholly owned subsidiary of the Company and acts as a Subsidiary Guarantor under the Indenture; and

WHEREAS, under Section 9.01(b) of the Indenture, the Company, the Subsidiary Guarantor and the Trustee may enter into one or more supplemental indentures without the consent of any Holders to provide for the assumption of Old Ocean's obligations under the Indenture by a Successor upon the merger of Old Ocean.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, OEI Sub and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Definitions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires, the words "herein," "hereof" and "hereby" and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Assumption by the Company. The Company hereby (i) expressly assumes all the obligations of Old Ocean under the Indenture and the Notes, and (ii) becomes substituted for, and may exercise every right and power of, Old Ocean under the Indenture with the same effect as if the Company had originally been named as the issuer of the Notes under the Indenture.

3. Change of Corporate Name. Any and all references in the Indenture and Notes to Old OEI, Old Ocean or the "Company," will be deemed henceforth to refer to Ocean Energy, Inc., a Delaware corporation.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof will remain in full force and effect. This Supplemental Indenture forms a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered will be bound hereby. All prior designations by Old Ocean of "Restricted Subsidiaries," "Subsidiary Guarantors," or "Unrestricted Subsidiaries" or other designations shall continue in effect until changed by the Company in accordance with the Indenture as modified by this Supplemental Indenture.

5. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience of reference only, are not to be considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

By:           /s/ Michael T. Lechner
     ----------------------------------------
     Name:  Michael T. Lechner

SUBSIDIARY GUARANTOR:

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.2

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.,
A TEXAS CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
AS SUCCESSOR TO
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

INDENTURE

DATED AS OF JULY 8, 1998

8 1/4% SENIOR NOTES DUE 2018

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation (the "OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and Wells Fargo Bank Minnesota, National Association, as successor to Norwest Bank Minnesota, National Association, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, under the terms of an Agreement and Plan of Merger, dated as of November 24, 1988 as amended by Amendment No. 1 thereto, dated as of December 9, 1998, by and between Ocean Energy, Inc., a Delaware corporation ("OLD OEI"), and Old Ocean, Old OEI merged with and into Old Ocean, with Old Ocean as the surviving entity; and

WHEREAS, Old OEI, as issuer, and OEI-Sub, as subsidiary guarantor, executed and delivered to the Trustee the Indenture, dated as of July 8, 1998 (the "JULY INDENTURE"), providing for the issuance of an aggregate principal amount of $125,000,000 of 8 1/4% Senior Notes due 2018; and

WHEREAS, under the terms of an Agreement and Plan of Merger, dated as of March 30, 2001 (the "MERGER AGREEMENT"), by and between Old Ocean and the Company, Old Ocean has merged with and into the Company, with the Company as the surviving entity; and

WHEREAS, in connection with the Merger Agreement, the Company desires to assume all of Old Ocean's obligations under the Indenture, as required under
Section 5.01 thereof; and

WHEREAS, OEI Sub is a wholly owned subsidiary of the Company and acts as a Subsidiary Guarantor under the Indenture; and

3. Change of Corporate Name. Any and all references in the Indenture and Notes to Old OEI, Old Ocean, or the "Company," will be deemed henceforth to refer to Ocean Energy, Inc., a Delaware corporation.

5. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

[Signature Page Follows]

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

By:     /s/ Michael T. Lechner
     ---------------------------------------
     Name:  Michael T. Lechner

SUBSIDIARY GUARANTOR:

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.3

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.,
A TEXAS CORPORATION,
AS ISSUER

AND

OCEAN ENERGY, INC.
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR

AND

THE BANK OF NEW YORK,
AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

SENIOR INDENTURE

DATED AS OF MAY 15, 1993

7 7/8% SENIOR NOTES DUE 2003

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation ("OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and The Bank of New York, a New York banking corporation, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, Old Ocean, as Issuer, executed and delivered to the Trustee the Senior Indenture, dated as of July 15, 1993, (the "SENIOR INDENTURE"), providing for the issuance of an aggregate principal amount of $100,000,000 of 7 7/8% Senior Notes due 2003; and

WHEREAS, Old Ocean, as Issuer, and OEI Sub, as subsidiary guarantor, delivered the First Supplemental Indenture, dated as of March 30, 1999 (the "FIRST SUPPLEMENTAL INDENTURE;" together with the Senior Indenture, the "INDENTURE"), to the Trustee, providing for the creation of a Subsidiary Guarantee and changing the name of the Issuer to Old Ocean; and

WHEREAS, under the terms of the Agreement and Plan of Merger, dated as of March 30, 2001, by and between Old Ocean and the Company (the "MERGER AGREEMENT"), Old Ocean has merged with and into the Company, with the Company as the surviving entity (the "MERGER"); and

WHEREAS, OEI Sub is a wholly owned subsidiary of the Company and acts as a Subsidiary Guarantor under Section 13 of the Indenture; and

WHEREAS, under Section 8.1(b) of the Indenture, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or supplemental indenture to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer; and

WHEREAS, in accordance with Section 9.1(c) of the Indenture, the Company, as successor by merger to Old Ocean, must execute and deliver a supplemental indenture, in a form satisfactory to the Trustee, to the Trustee, expressly assuming the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, OEI Sub and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

"hereof" and "hereby" and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Assumption by the Company. The Company hereby (i) expressly assumes all Old Ocean's obligations for the prompt and punctual payment of the principal of and interest, if any, on the Securities , according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by Old Ocean, and (ii) succeeds to, and becomes substituted for, and may exercise every right and power of Old Ocean under the Indenture with the same effect as if the Company had originally been named as the issuer of the Securities under the Indenture.

3. Change of Corporate Name. Any and all references in the Indenture and the Securities to Seagull Energy Corporation, a Texas corporation, or Ocean Energy, Inc., a Texas corporation, or the "Issuer," will be deemed henceforth to refer to Ocean Energy, Inc., a Delaware corporation.

5. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

8. Headings. The Section headings herein are for convenience only and do not affect the construction thereof.

[Signature Page Follows]

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

THE BANK OF NEW YORK, as Trustee

By:      /s/ Walter N. Gitlin
      --------------------------------------
      Name:  Walter N. Gitlin

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.4

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A TEXAS CORPORATION,
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

THE BANK OF NEW YORK,
AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

SENIOR INDENTURE

DATED AS OF SEPTEMBER 1, 1997

7 1/2% SENIOR NOTES DUE 2027

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation (the "OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and The Bank of New York, a New York banking corporation, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, Old Ocean, as Issuer, executed and delivered to the Trustee the Senior Indenture, dated as of September 1, 1997 (the "SENIOR INDENTURE"), providing for the issuance of an aggregate principal amount of $150,000,000 of 7 1/2% Senior Notes due 2027; and

WHEREAS, Old Ocean, as issuer, and OEI Sub, as subsidiary guarantor, delivered the First Supplemental Indenture, dated as of March 30, 1999 (the "FIRST SUPPLEMENTAL INDENTURE;" together with the Senior Indenture, the "INDENTURE"), to the Trustee, providing for the creation of a Subsidiary Guarantee and changing the name of the Issuer from Seagull Energy Corporation to Old Ocean; and

WHEREAS, under the terms of an Agreement and Plan of Merger, dated as of March 30, 2001, by and between Old Ocean and the Company (the "MERGER AGREEMENT"), Old Ocean has merged with and into the Company, with the Company as the surviving entity (the "MERGER"); and

WHEREAS, OEI Sub is a wholly owned subsidiary of the Company and acts as a Subsidiary Guarantor under Section 13 of the Indenture; and

1. Definitions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. For all purposes of this Supplemental Indenture, except as

otherwise herein expressly provided or unless the context otherwise requires, the words "herein," "hereof" and "hereby" and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular section hereof.

5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

7. Headings. The Section headings herein are for convenience only and do not affect the construction hereof.

[Signature Page Follows]

-2-

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

OCEAN ENERGY, INC., a Delaware corporation

By:   /s/    Stephen A. Thorington
      --------------------------------------
      Name:  Stephen A. Thorington
      Title: Senior Vice President - Finance,
             Treasury & Corporate Development

THE BANK OF NEW YORK, as Trustee

By:   /s/    Walter N. Gitlin
      --------------------------------------
      Name:  Walter N. Gitlin

OCEAN ENERGY, INC., a Louisiana corporation

By:   /s/    William L. Transier
      --------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

-3-

EXHIBIT 99.5

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A TEXAS CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A DELAWARE CORPORATION
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE

THIRD SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

INDENTURE

DATED AS OF JULY 2, 1997

8 7/8% SENIOR SUBORDINATED NOTES DUE 2007

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor by merger to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation ("OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and State Street Bank and Trust Company, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, under the terms of the Agreement and Plan of Merger, dated as of November 24, 1998, as amended by Amendment No. 1 thereto, dated as of December 9, 1998 and between Ocean Energy, Inc., a Delaware corporation ("OLD OEI") and Old Ocean, Old OEI merged with and into Old Ocean, with Old Ocean as the surviving entity, and changing its name from "Seagull Energy Corporation" to "Ocean Energy, Inc.;" and

WHEREAS, Old OEI, as issuer, and OEI Sub, as subsidiary guarantor, executed and delivered to the Trustee an Indenture, dated as of July 2, 1997, as supplemented by the First Supplemental Indenture, dated as of March 27, 1998, by and among Old OEI, OEI Sub and the Trustee (as so supplemented, the "INDENTURE"), providing for the issuance of an aggregate principal amount of $200,000,000 of 8 7/8% Senior Subordinated Notes due 2007; and

WHEREAS, Old Ocean, as successor by merger to Old OEI, and OEI Sub, as subsidiary guarantor, executed and delivered a Second Supplemental Indenture, dated as of March 30, 1999 (the "SECOND SUPPLEMENTAL INDENTURE;" together with the Indenture, the "INDENTURE"), to the Trustee, providing for the assumption of Old OEI's covenants and obligations under the Indenture by Old Ocean and the confirmation of the Subsidiary Guarantee by OEI Sub; and

WHEREAS, under the terms of the Agreement and Plan of Merger, dated as of March 30, 2001, by and between Old Ocean and the Company, Old Ocean has merged with and into the Company, with the Company as the surviving entity (the "MERGER"); and

WHEREAS, in connection with the Merger, the Company wishes to assume all of the obligations of Old Ocean under the Indenture, as required under
Section 8.1(a) thereof; and

WHEREAS, under Section 8.1(e) of the Indenture, OEI Sub is, upon the occurrence of the Merger, required to execute a supplemental indenture confirming that its Subsidiary Guarantee shall apply to the obligations of the Company under the Indenture and the Securities; and

WHEREAS, under Section 9.1(a) of the Indenture, the Company, the Subsidiary Guarantors and the Trustee may enter into one or more supplemental indentures without the consent of any Holders to evidence the succession of another Person to Old Ocean and the assumption by any such successor of Old Ocean's covenants contained in the Indenture and in the Securities.

2. Assumption by the Company. The Company hereby (i) expressly assumes all the obligations of Old Ocean for the due and punctual payment of the principal of (and premium, if any, on) and interest on the Securities and the performance and observance of every covenant of the Indenture on the part of Old Ocean to be performed or observed, and (ii) succeeds to, and becomes substituted for, and may exercise every right and power of, Old Ocean under the Indenture with the same effect as if the Company had originally been named as the issuer of the Securities under the Indenture.

3. Confirmation of Guarantee by OEI Sub. OEI Sub hereby expressly confirms that, after consummation of the Merger, its Subsidiary Guarantee set forth in Article XIII of the Indenture and in a notation to the Securities shall apply to the obligations of the Company set forth in the Indenture and the Securities. Such Subsidiary Guarantee includes, without limitation, (i) the full and prompt performance of the Company's obligations under the Indenture and the Securities, and (ii) the prompt payment in full of the principal of (premium, if any, on) and interest on the Securities when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or under the Securities, all in accordance with the terms of the Indenture and the Securities.

4. Change of Corporate Name. Any and all references in the Indenture and the Securities to Old OEI, or Old Ocean or the "Company," will be deemed henceforth to refer to Ocean Energy, Inc., a Delaware corporation.

5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof will remain in full force and effect. This Supplemental Indenture forms a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. All prior designations by Old Ocean of "Restricted Subsidiaries," "Subsidiary Guarantors," or "Unrestricted Subsidiaries" or other designations shall continue in effect until changed by the Company in accordance with the Indenture as modified by this Supplemental Indenture.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies or counterparts of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and will not affect the construction thereof.

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

STATE STREET BANK AND TRUST
COMPANY, as Trustee

By:      /s/ Elizabeth C. Hammer
      ---------------------------------------
      Name:  Elizabeth C. Hammer

SUBSIDIARY GUARANTOR:

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.6

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A TEXAS CORPORATION,
AS SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A DELAWARE CORPORATION
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE

FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

INDENTURE

DATED AS OF SEPTEMBER 26, 1996

9 3/4% SENIOR SUBORDINATED NOTES DUE 2006

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor by merger to Ocean Energy, Inc., a Texas corporation ("OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and State Street Bank and Trust Company, successor-in-interest to Fleet National Bank, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, under the terms of the Agreement and Plan of Merger, dated as of November 24, 1998, as amended by Amendment No. 1 thereto, dated as of December 9, 1998, by and between Ocean Energy, Inc., a Delaware corporation ("OLD OEI") and Old Ocean, Old OEI merged with and into Old Ocean, with Old Ocean as the surviving entity, and changing its name from "Seagull Energy Corporation" to "Ocean Energy, Inc.;" and

WHEREAS, Old OEI (then known as Flores & Rucks, Inc., a Delaware corporation), as issuer, and OEI Sub (then known as Flores & Rucks, Inc., a Louisiana corporation), as subsidiary guarantor, executed and delivered to the Trustee the Indenture, dated as of September 26, 1996, as supplemented by the First Supplemental Indenture, dated as of March 27, 1998, by and among Old OEI, OEI Sub and the Trustee (as so supplemented, the "INDENTURE"), providing for the issuance of an aggregate principal amount of $160,000,000 of 9 3/4% Senior Subordinated Notes due 2006; and

WHEREAS, Old Ocean, successor by merger to Old OEI, and OEI Sub, as subsidiary guarantor, executed and delivered the Second Supplemental Indenture, dated as of March 30, 1999 (the "SECOND SUPPLEMENTAL INDENTURE"), to the Trustee, providing for the assumption of Old OEI's covenants and obligations under the Indenture by Old Ocean and the confirmation of the Subsidiary Guarantee by OEI Sub; and

WHEREAS, Old Ocean, as issuer, OEI Sub, as subsidiary guarantor, executed and delivered the Third Supplemental Indenture, dated as of November 23, 1999 (the "THIRD SUPPLEMENTAL INDENTURE;" and together with the Indenture and the Second Supplemental Indenture, the "INDENTURE"), to the Trustee

WHEREAS, in connection with the Merger, the Company wishes to assume all of Old Ocean's obligations of under the Indenture, as required under Section 8.1 thereof; and

WHEREAS, under Section 8.1(e) of the Indenture, OEI Sub is, upon the occurrence of the Merger, required to execute a supplemental indenture confirming that its Subsidiary Guarantee applies to the obligations of the Company under the Indenture and the Securities; and

WHEREAS, under Section 9.1(a) of the Indenture, the Company, the Subsidiary Guarantors and the Trustee may enter into one or more supplemental indentures without the consent of any Holders to evidence the succession of another Person to Old Ocean and the assumption by any such successor of the covenants of Old Ocean contained in the Indenture and in the Securities.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, OEI-Sub and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

2. Assumption by the Company. The Company hereby (i) expressly assumes all the obligations of Old OEI for the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Securities and the performance and observance of every covenant of the Indenture on the part of Old OEI to be performed or observed, and (ii) succeeds to, and becomes substituted for, and may exercise every right and power of, Old OEI under the Indenture with the same effect as if the Company had originally been named as the issuer of the Securities under the Indenture.

3. Confirmation of Guarantee by OEI Sub. OEI-Sub hereby expressly confirms that, after consummation of the Merger, its Subsidiary Guarantee set forth in Article XIII of the Indenture and in a notation to the Securities shall apply to the obligations of the Company set forth in the Indenture and the Securities. Such Subsidiary Guarantee includes, without limitation, (i) the full and prompt performance of the Company's obligations under the Indenture and the Securities, and (ii) the prompt payment in full of the principal of (premium, if any, on) and interest on the Securities when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or under the Securities, all in accordance with the terms of the Indenture and the Securities.

4. Change of Corporate Name. Any and all references in the Indenture and the Securities to Old OEI, Old Ocean or the "Company," will be deemed henceforth to refer to Ocean Energy, Inc., a Texas corporation.

5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture forms a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. All prior designations by Old Ocean of "Restricted Subsidiaries," "Subsidiary Guarantors," or

"Unrestricted Subsidiaries" or other designations shall continue in effect until changed by the Company in accordance with the Indenture as modified by this Supplemental Indenture.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies or counterparts of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Signature page follows]

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

STATE STREET BANK AND TRUST
COMPANY, as Trustee

By:      /s/ Elizabeth C. Hammer
      --------------------------------------
      Name:  Elizabeth C. Hammer

SUBSIDIARY GUARANTOR:

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.7

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A TEXAS CORPORATION,
SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC,
A DELAWARE CORPORATION
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

INDENTURE

DATED AS OF JULY 8, 1998

8 3/8% SENIOR SUBORDINATED NOTES DUE 2008

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor by merger to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation ("OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), as subsidiary guarantor, and U.S. Bank Trust National Association, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, Old OEI, as issuer, and OEI Sub, as subsidiary guarantor, executed and delivered to the Trustee an Indenture, dated as of July 8, 1998 (the "INDENTURE"), providing for the issuance of the aggregate principal amount of $250,000,000 of 8 3/8% Senior Subordinated Notes due 2008; and

WHEREAS, Old Ocean, as successor by merger to Old OEI, and OEI Sub, as subsidiary guarantor, executed and delivered the First Supplemental Indenture, dated as of March 30, 1999 (the "FIRST SUPPLEMENTAL INDENTURE;" together with the Indenture, the "INDENTURE"), to the Trustee, providing for the assumption of Old OEI's covenants and obligations under the Indenture by Old Ocean and the confirmation of the Subsidiary Guarantee by OEI Sub; and

WHEREAS, in connection with the Merger, the Company wishes to assume all of the obligations of Old Ocean under the Indenture, as required under
Section 8.1(a) thereof; and

WHEREAS, under Section 8.1 of the Indenture, OEI Sub is, upon the occurrence of the Merger, required to execute a supplemental indenture confirming that its Subsidiary Guarantee shall apply to the obligations of the Company under the Indenture and the Securities; and

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, OEI

Sub and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

2. Assumption by the Company. The Company hereby (i) expressly assumes all the obligations of Old Ocean for the due and punctual payment of the principal of (and premium, if any, on) and interest on the Securities and the performance and observance of every covenant of the Indenture on the part of Old Ocean, to be performed or observed, and (ii) succeeds to, and becomes substituted for, and may exercise every right and power of, Old Ocean under the Indenture with the same effect as if the Company had originally been named as the issuer of the Securities under the Indenture.

3. Confirmation of Guarantee by OEI-Sub. OEI Sub hereby expressly confirms that, after consummation of the Merger, its Subsidiary Guarantee set forth in Article XIII of the Indenture and in a notation to the Securities shall apply to the obligations of the Company set forth in the Indenture and the Securities. Such Subsidiary Guarantee includes, without limitation, (i) the full and prompt performance of the Company's obligations under the Indenture and the Securities, and (ii) the prompt payment in full of the principal of (premium, if any, on) and interest on the Securities when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or under the Securities, all in accordance with the terms of the Indenture and the Securities.

5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture forms a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. All prior designations by Old Ocean of "Restricted Subsidiaries," "Subsidiary Guarantors," or "Unrestricted Subsidiaries" or other designations shall continue in effect until changed by the Company in accordance with the Indenture as modified by this Supplemental Indenture.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Signature page follows]

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By:      /s/ R. B. Colwell Jr.
      ---------------------------------------
      Name:  R. B. Colwell Jr.

SUBSIDIARY GUARANTOR:

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.8

OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
SUCCESSOR BY MERGER TO
OCEAN ENERGY, INC.
A TEXAS CORPORATION,
AS ISSUER,

OCEAN ENERGY, INC.,
A LOUISIANA CORPORATION,
AS SUBSIDIARY GUARANTOR,

AND

THE BANK OF NEW YORK,
AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF MAY 9, 2001

SENIOR SUBORDINATED INDENTURE

DATED AS OF JULY 15, 1993

8 5/8% SENIOR SUBORDINATED NOTES DUE 2005

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the "COMPANY"), as successor by merger to Ocean Energy, Inc. (formerly known as Seagull Energy Corporation), a Texas corporation ("OLD OCEAN"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI SUB"), and The Bank of New York, a New York banking corporation, as trustee (the "TRUSTEE").

RECITALS

WHEREAS, Old Ocean, as Issuer, executed and delivered to the Trustee the Senior Subordinated Indenture, dated as of July 15, 1993 (the "SENIOR SUBORDINATED INDENTURE"), providing for the issuance of an aggregate principal amount of $150,000,000 of 8 5/8% Senior Subordinated Notes due 2005; and

WHEREAS, Old Ocean, as issuer, and OEI Sub, as subsidiary guarantor, delivered the First Supplemental Indenture, dated as of March 30, 1999 (the "FIRST SUPPLEMENTAL INDENTURE;" together with the Senior Subordinated Indenture, the "INDENTURE"), to the Trustee, providing for the creation of a Subsidiary Guarantee and changing the name of the Issuer from Seagull Energy Corporation to Old Ocean; and

WHEREAS, OEI Sub is a wholly owned subsidiary of the Company and acts as a Subsidiary Guarantor under Section 14 of the Indenture; and

5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

7. Headings. The Section headings herein are for convenience only and do not affect the construction hereof.

[Signature Page Follows]

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

OCEAN ENERGY, INC., a Delaware corporation

By:      /s/ Stephen A. Thorington
      ---------------------------------------
      Stephen A. Thorington,
      Senior Vice President - Finance,
      Treasury & Corporate Development

THE BANK OF NEW YORK, as Trustee

By:      /s/ Walter N. Gitlin
      ---------------------------------------
      Name:  Walter N. Gitlin

OCEAN ENERGY, INC., a Louisiana corporation

By:      /s/ William L. Transier
      ---------------------------------------
      Name:  William L. Transier
      Title: Executive Vice President and
             Chief Financial Officer

EXHIBIT 99.9

OCEAN ENERGY, INC.
2001 LONG-TERM INCENTIVE PLAN

SECTION 1. Purpose of the Plan.

The Ocean Energy, Inc. 2001 Long-Term Incentive Plan (the "Plan") is intended to promote the interests of Ocean Energy, Inc., a Texas corporation (the "Company"), by encouraging employees of the Company, its subsidiaries and affiliated entities and Directors (as defined below) to acquire or increase their equity interest in the Company and to provide a means whereby employees may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company thereby advancing the interests of the Company and its shareholders. The Plan is also contemplated to enhance the ability of the Company, its subsidiaries and affiliated entities to attract and retain the services of individuals who are essential for the growth and profitability of the Company.

SECTION 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

"Affiliate" shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

"Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Performance Award, Phantom Shares, Bonus Shares or Cash Award.

"Award Agreement" shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

"Board" shall mean the Board of Directors of the Company.

"Bonus Shares" shall mean an award of Shares granted pursuant to
Section 6(e) of the Plan.

"Cash Award" shall mean an award payable in cash granted pursuant to
Section 6(g) of the Plan.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder.

"Committee" shall mean the Organization and Compensation Committee of the Board, which shall be comprised solely of two or more Directors who are "outside directors" within the meaning of section 162(m) of the Code and "Non-Employee Directors" within the meaning of Rule 16b-3.

"Director" shall mean a member of the Board who is not also an Employee.

"Employee" shall mean any employee of the Company or an Affiliate.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" shall mean, with respect to Shares, the closing price of a Share quoted on the New York Stock Exchange Composite Tape, or if the Shares are not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or if the Shares are not listed on any such stock exchange, the last sale price, or if none is reported, the highest closing bid quotation on the National Association of Securities Dealers, Inc., Automated Quotations System or any successor system then in use on the Date of Grant, or if none are available on such day, on the next preceding day on which the Shares were publicly traded. In the event the Shares are not publicly traded at the time a determination of its fair market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the Committee.

"Incentive Stock Option" or "ISO" shall mean an option granted under
Section 6(a) of the Plan that is intended to qualify as an "incentive stock option" under Section 422 of the Code or any successor provision thereto.

"Non-Qualified Stock Option" or "NQO" shall mean an option granted under Sections 6(a) or 6(h) of the Plan that is not intended to be an Incentive Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

"Participant" shall mean any individual granted an Award under the Plan.

"Performance Award" shall mean any right granted under Section 6(d) of the Plan.

"Person" shall mean individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

"Phantom Shares" shall mean an Award of the right to receive Shares issued at the end of a Restricted Period which is granted pursuant to
Section 6(f) of the Plan.

"Restricted Period" shall mean the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture or is not exercisable by the Participant.

"Restricted Stock" shall mean any Share, prior to the lapse of restrictions thereon, granted under Section 6(c) of the Plan.

"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

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"SEC" shall mean the Securities and Exchange Commission, or any successor thereto.

"Shares" or "Common Shares" or "Common Stock" shall mean the common stock of the Company, $0.10 par value, and such other securities or property as may become the subject of Awards of the Plan.

"Spread" shall mean, in the case of a Stock Appreciation Right, an amount equal to the excess, if any, of the Fair Market Value of a Share on the date such right is exercised over the exercise price of such Stock Appreciation Right.

"Stock Appreciation Right" or "Right" shall mean any right to receive the Spread of Shares granted under Section 6(b) of the Plan.

"Substitute Award" shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by (i) a company acquired by the Company or one or more of its Affiliates, or
(ii) a company with which the Company or one or more of its Affiliates combines. To the extent reasonably practical, as determined by the Committee in its sole discretion, Substitute Awards shall contain the same terms and conditions as the award they replace.

SECTION 3. Administration.

The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to an eligible Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award, including such terms and conditions as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem expedient to carry it into effect. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and

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other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder, any Employee and any Director.

SECTION 4. Shares Available for Awards.

(a) Shares Available. Subject to adjustment as provided in Section 4(c) and below, the number of Shares with respect to which Awards may be granted under the Plan shall be 4,000,000. If any Shares covered by an Award granted under the Plan, or to which such an Award relates, are forfeited, or if an Award otherwise terminates or is canceled without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such forfeiture, termination or cancellation, shall again be, or shall become, Shares with respect to which Awards may be granted.

(b) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares. Any of such Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan.

(c) Adjustments. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee in its discretion to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, in each case, that with respect to Awards of Incentive Stock Options and Awards intended to qualify as performance based compensation under Section 162(m)(4)(C) of the Code, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or would cause such Award to fail to so qualify under Section 162(m) of the Code, as the case may be, or any successor provisions thereto; and provided, further, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

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SECTION 5. Eligibility and Award Limits.

Other than Awards granted to Directors pursuant to Section 6(h) of the Plan, any Employee shall be eligible to be designated a Participant. However, no Employee may receive Share-denominated Awards during the term of the Plan that, in the aggregate, are with respect to more than one-third of all Shares that may be made subject to Awards under the Plan. The maximum amount of compensation (including the Fair Market Value of any Shares) that may be paid to any Participant with respect to any single Performance Award or Cash Award in any calendar year shall be $1.5 million. With respect to any Award granted in tandem with, and expressed as a percentage of, a Share-denominated Award that is intended to qualify as "performance-based compensation," the maximum payment to any Participant with respect to such Award in any calendar year shall be an amount (in cash and/or in Shares) equal to the Fair Market Value of the number of Shares subject to such Award. The limitations set forth in the preceding sentences shall be applied in a manner which will permit compensation generated under the Plan to constitute "performance-based" compensation for purposes of section 162(m) of the Code, including, without limitation, counting against such maximum number of Shares, to the extent required under Section 162(m) of the Code and applicable interpretive authority thereunder, any Shares subject to Options that are canceled or repriced. Further, Restricted Stock, Performance Awards, Phantom Shares and Bonus Shares paid in Shares may not, in the aggregate, exceed 50% of all Shares that may be the subject of Awards under the Plan.

SECTION 6. Awards.

(a) Options. Subject to the provisions of the Plan, the Committee shall have the authority to determine the Employees to whom Options shall be granted, the number of Shares to be covered by each Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

(i) Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee at the time each Option is granted, but shall not be less than the Fair Market Value of a Share on such date, unless such Option is a Substitute Award.

(ii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (which may include, without limitation, cash, already-owned Shares, outstanding Awards, Shares that would otherwise be acquired upon exercise of the Option, a "cashless-broker" exercise (through procedures approved by the Company), other securities or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which payment of the exercise price with respect thereto may be made or deemed to have been made.

(iii) Special Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to employees of the Company and its subsidiaries, within the meaning of Section 424(f) of the Code. To the extent that the aggregate Fair Market Value

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(determined at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury regulations and other administrative pronouncements, which of a Participant's Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Participant of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of Section 422(b)(6) of the Code, unless (1) at the time such Option is granted the option price is at least 110% of the Fair Market Value of the Shares subject to the Option and (2) such Option by its terms is not exercisable after the expiration of five years from the date of grant.

(iv) Expiration. Except as provided in Section 6(a)(iii), each Option shall expire ten (10) years from the date of grant thereof, and, unless provided otherwise in the Award Agreement, shall be subject to earlier termination as follows: Options, to the extent exercisable as of the date a Participant ceases to be an Employee, must be exercised within three (3) months of such date unless such event results from death, disability or retirement, in which case all outstanding Options held by such Participant may be exercised in full by the optionee, the optionee's legal representative, heir or devisee, as the case may be, within two (2) years from the date of the Participant's death, disability or retirement; provided, however, that no such event shall extend the expiration date of an Option beyond the 10th anniversary of its date of grant. Options that are not exercisable on termination of employment shall be automatically canceled on termination of employment. For purposes hereof, (x) "disability" means the Participant is receiving benefits under a long-term disability plan of the Company or, if the Company does not maintain such a plan, a determination by the Committee, upon the basis of medical evidence satisfactory to it, that the Participant is totally disabled, whether due to a physical or mental condition, such that he is expected to be unable to continue his employment for a continuous period of 12 or more months, and (y) "retirement" means a termination of employment on or after the Participant has reached age 65 or, with the consent of the Committee, on or after reaching age 55.

(b) Stock Appreciation Rights. Subject to the provisions of the Plan, the Committee shall have the authority to determine the Employees to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof. A Stock Appreciation Right may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award. A Stock Appreciation Right granted in tandem with or in addition to another Award may be granted either at the same time as such other Award or at a later time.

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(i) Grant Price. The grant price of a Stock Appreciation Right shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value of a Share on such date (or such greater exercise price as may be required if such Stock Appreciation Right is granted in connection with an Incentive Stock Option that must have an exercise price equal to 110% of the Fair Market Value of a Share on the date of grant pursuant to Section 6(a)(iii)), unless such Stock Appreciation Right is a Substitute Award.

(ii) Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at or after the grant of a Stock Appreciation Right, the term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right. Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of Stock Appreciation Rights granted or exercised prior to such determination as well as Stock Appreciation Rights granted or exercised thereafter. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.

(iii) Expiration. Each Stock Appreciation Right shall expire ten (10) years from the date of grant thereof, or, if granted in tandem with another Award, upon the expiration of such tandem Award, if earlier, and, unless provided otherwise in the Award Agreement, shall be subject to earlier termination as follows: Stock Appreciation Rights, to the extent exercisable as of the date a Participant ceases to be an Employee, must be exercised within three (3) months of such date unless such event results from death, disability or retirement, in which case all outstanding Stock Appreciation Rights held by such Participant may be exercised in full by the Participant, the Participant's legal representative, heir or devisee, as the case may be, within two (2) years from the date of the Participant's death, disability or retirement; provided, however, that no such event shall extend the expiration date of a Stock Appreciation Right beyond the 10th anniversary of its date of grant. Stock Appreciation Rights that are not exercisable on termination of employment shall be automatically canceled on termination of employment. For purposes hereof, "disability" and "retirement" shall have their respective meanings as set forth in Section 6(a)(iv).

(c) Restricted Stock. Subject to the provisions of the Plan, the Committee shall have the authority to determine the Employees to whom Restricted Stock shall be granted, the number of Shares of Restricted Stock to be granted to each such Participant, the duration of the Restricted Period during which, and the conditions, including performance goals, if any, under which, the Restricted Stock may be forfeited to the Company, and the other terms and conditions of such Awards.

(i) Dividends. Dividends paid on Restricted Stock may be paid directly to the Participant, may be subject to risk of forfeiture and/or transfer restrictions during any period established by the Committee or sequestered and held in a bookkeeping cash account (with or without interest) or reinvested on an immediate or deferred basis in additional shares of Common Stock, which credit or shares may be subject to the same

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restrictions as the underlying Award or such other restrictions, all as determined by the Committee in its discretion.

(ii) Registration. Any Restricted Stock may be evidenced in such manner as the Committee shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(iii) Forfeiture and Restrictions Lapse. Except as otherwise determined by the Committee or the terms of the Award that granted the Restricted Stock, upon termination of a Participant's employment (as determined under criteria established by the Committee) for any reason during the applicable Restricted Period, all Restricted Stock shall be forfeited by the Participant and re-acquired by the Company. The Committee may, when it finds that a waiver would be in the best interests of the Company and not cause such Award, if it is intended to qualify as performance-based compensation under Section 162(m) of the Code, to fail to so qualify under Section 162(m) of the Code, waive in whole or in part any or all remaining restrictions with respect to such Participant's Restricted Stock. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be issued to the holder of Restricted Stock promptly after the applicable restrictions have lapsed or otherwise been satisfied.

(iv) Transfer Restrictions. During the Restricted Period, Restricted Stock will be subject to the limitations on transfer as provided in
Section 6(i)(iii).

(d) Performance Awards. The Committee shall have the authority to determine the Employees who shall receive a Performance Award, which shall be denominated as a cash amount at the time of grant and confer on the Participant the right to receive payment of such Award, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish with respect to the Award.

(i) Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount of any payment or transfer to be made pursuant to any Performance Award.

(ii) Payment of Performance Awards. Performance Awards may be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump sum or in installments following the close of the performance period, in accordance with procedures established by the Committee with respect to such Award.

(e) Bonus Shares. The Committee shall have the authority, in its discretion, to grant Bonus Shares to eligible Employees. Each Bonus Share shall constitute a transfer of an unrestricted Share to the Participant, without other payment therefor, as additional compensation for the Participant's services to the Company.

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(f) Phantom Shares. The Committee shall have the authority to grant Awards of Phantom Shares to eligible Employees upon such terms and conditions as the Committee may determine.

(i) Terms and Conditions. Each Phantom Share Award shall constitute an agreement by the Company to issue or transfer a specified number of Shares or pay an amount of cash equal to the Fair Market Value of a specified number of Shares, or a combination thereof to the Participant in the future, subject to the fulfillment during the Restricted Period of such conditions, including performance goals, if any, as the Committee may specify at the date of grant. During the Restricted Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Phantom Shares and shall not have any right to vote such shares.

(ii) Dividends. Any Phantom Share award may provide that any or all dividends or other distributions paid on Shares during the Restricted Period be credited in a cash bookkeeping account (without interest) or that equivalent additional Phantom Shares be awarded, which account or shares may be subject to the same restrictions as the underlying Award or such other restrictions as the Committee may determine.

(g) Cash Awards. The Committee shall have the authority to determine the Employees to whom Cash Awards shall be granted, the amount, and the terms or conditions, if any, as additional compensation for the Employee's services to the Company or its Affiliates. A Cash Award may be granted (simultaneously or subsequently) separately or in tandem with another Award and may entitle a Participant to receive a specified amount of cash from the Company upon such other Award becoming taxable to the Participant, which cash amount may be based on a formula relating to the anticipated taxable income associated with such other Award and the payment of the Cash Award.

(h) Granting of Options to Directors. Each individual who is elected or appointed as a Director for the first time after the date the Plan is approved by the shareholders of the Company shall receive, as of the date of his election or appointment, and without the exercise of the discretion of any person or persons, a Non-Qualified Stock Option (an "Initial Grant") exercisable for 10,000 Shares (subject to adjustment in the same manner as provided in Section 7 hereof with respect to Shares subject to Options then outstanding). As of the date of the annual meeting of the shareholders of the Company ("Annual Meeting") in each year after 2001 that the Plan is in effect, each Director who is in office immediately after such meeting and who is not then entitled to receive an Initial Grant pursuant to the preceding provisions of this Section 6(h) shall receive, without the exercise of the discretion of any person or persons, a Non-Qualified Stock Option exercisable for 6,000 Shares (an "Annual Grant") (subject to adjustment in the same manner as provided in Section 7 hereof with respect to shares of Stock subject to Options then outstanding).

(i) Other Terms and Conditions. The following provisions are applicable to Options granted pursuant to this Section 6(h):

A. Subject to the following provisions, (1) an Initial Grant shall become exercisable for 50% of the Shares covered thereby on the date of grant, and for the remaining 50% thereof on the first Annual Meeting following its date of grant and (2) an Annual Grant

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shall become exercisable for one-third of the Shares covered thereby on the first Annual Meeting following the date of grant, and thereafter, for an additional one-third of the Shares covered thereby on each of the second and third Annual Meetings following the date of grant.

B. The purchase price of a Share covered under an Option granted under this Section 6(h) shall be the Fair Market Value of a Share on the date of grant.

C. To the extent that the right to exercise an Option has accrued and is in effect, the Option may be exercised in full at one time or in part from time to time by giving written notice, signed by the optionee exercising the Option, to the Company, stating the number of Shares with respect to which the Option is being exercised, accompanied by payment in full for such Shares, which payment may be in cash, already-owned Shares, a "cashless-broker" exercise (through procedures approved by the Company), or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price in which payment of the exercise price with respect thereto may be made or deemed to have been made; provided however, that (i) no Option shall be exercisable after ten (10) years from the date on which it was granted, and (ii) there shall be no such exercise at any one time for fewer than one hundred (100) Shares or for all of the remaining Shares then purchasable by the optionee exercising the Option, if fewer than one hundred (100) Shares.

D. Each Option shall expire ten (10) years from the date of grant thereof, subject to earlier termination as follows: Options, to the extent exercisable as of the date a Director optionee ceases to serve as a director of the Company, must be exercised within three (3) months of such date unless such event results from death, disability or retirement, as determined by the Committee, in which case all outstanding Options held by such Director may be exercised in full by the optionee, the optionee's legal representative, heir or devisee, as the case may be, within two (2) years from the date of death, disability or retirement; provided, however, that no such event shall extend the normal expiration date of such Options. Options not exercisable on termination as provided above shall be automatically canceled on termination.

E. Upon exercise of the Option, delivery of a certificate for fully paid and nonassessable Shares shall be made at the corporate office of the Company to the optionee exercising the Option either at such time during ordinary business hours after fifteen (15) days but not more than thirty (30) days from the date of receipt of the notice by the Company as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the optionee exercising the Option.

(ii) Number of Available Shares. In the event that the number of Shares available for grants under the Plan is insufficient to make all grants provided for in this Section 6(h) hereby made on the applicable date, then all Directors who are entitled to a grant on such date shall share ratably in the number of Shares then available for grant under the Plan, and shall have no right to receive a grant with respect to the deficiencies in the number of available Shares and the grants under this Section 6(h) shall terminate.

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(i) General.

(i) Awards May Be Granted Separately or Together. Awards to Employees may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(ii) Forms of Payment by Company Under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments.

(iii) Limits on Transfer of Awards.

(A) Except as provided in (C) below, each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant's lifetime, or, if permissible under applicable law, by the Participant's guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic relations order (a "QDRO") as determined by the Committee.

(B) Except as provided in (C) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution (or, in the case of Restricted Stock, to the Company) or, if permissible under applicable law, pursuant to a QDRO and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(C) Notwithstanding anything in the Plan to the contrary, except to the extent specifically provided otherwise by the Committee in an Award Agreement, Non-Qualified Stock Options may be transferred by the optionee to one or more permitted transferees; provided that (i) there may be no consideration given for such transfer, (ii) the optionee (or such optionee's estate or representative) shall remain obligated to satisfy all employment tax and other withholding tax obligations associated with the exercise of the transferred Options, (iii) the optionee shall notify the Company in writing that such transfer has occurred, the identity and address of the permitted transferee and the relationship of the permitted transferee to the optionee, and (iv) such transfer shall be effected pursuant to transfer documents approved from time to time by the Company. Any permitted transferee may not further assign or transfer the transferred Option

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otherwise than by will or the laws of descent and distribution. Following any permitted transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable to the Option immediately prior to the transfer, provided that the term "optionee" as used in the Plan shall be deemed to refer also to each permitted transferee where required by the context. A transferred Option may only be exercised by a transferee to the same extent such Option could, at such time, be exercised by the optionee "but for" such transfer. The term "permitted transferees" shall mean one or more of the following: (i) any member of the optionee's immediate family; (ii) a trust established for the exclusive benefit of one or more members of such immediate family; (iii) a partnership in which such immediate family members are the only partners; or (iv) any other person approved from time to time by the Committee. The term "immediate family" is defined for such purpose as spouses, children, stepchildren and grandchildren, including relationships arising from adoption.

(iv) Term of Awards. The term of each Award (other than pursuant to
Section 6(h)) shall be for such period as may be determined by the Committee; provided, that in no event shall the term of any Award exceed a period of ten (10) years from the date of its grant.

(v) Share Certificates. All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(vi) Consideration for Grants. Awards may be granted for no cash consideration or for such consideration as the Committee determines including, without limitation, such minimal cash consideration as may be required by applicable law.

(vii) Delivery of Shares or other Securities and Payment by Participant of Consideration. No Shares or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement is received by the Company, including without limitation, all applicable withholding taxes. Such payment may be made by such method or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards or other property, withholding of Shares, cashless exercise with simultaneous sale, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Shares or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Company.

(viii) Performance Goals. Where necessary, the Committee shall establish performance goals applicable to those Awards the payment of which is intended by the Committee to qualify as "performance-based compensation" as described in Section 162(m)(4)(C) of

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the Code. Until changed by the Committee, the performance goals shall be based upon the attainment of such target levels of Share price, net income, cash flows, reserve additions or revisions, acquisitions, total capitalization, total or comparative shareholder return, assets, exploration successes, production volumes, findings and development costs, costs reductions and savings, reportable incidents in safety or environmental matters, return on equity, profit margin or sales, and/or earnings per share as may be specified by the Committee. The performance goals may be made subject to adjustment for specified unusual and nonrecurring events and may be absolute, relative to one or more other companies, or relative to one or more indices. Which factor or factors to be used with respect to any grant, and the weight to be accorded thereto if more than one factor is used, shall be determined by the Committee at the time of grant.

SECTION 7. Amendment and Termination.

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; provided, however, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Company no such amendment, alteration, suspension, discontinuation, or termination shall be made that would (i) increase the total number of Shares available for Awards under the Plan, except as provided in Section 4(c) of the Plan; (ii) increase the class of eligible Participants; (iii) amend the eligibility requirements for Awards under the Plan; or (iv) amend or delete Section 7(b)(ii).

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted (other than Initial Grants or Annual Grants under Section
6(h)); provided, however, that (i) no change, other than pursuant to
Section 7(c), in any Award shall reduce the benefit to Participant without the consent of such Participant and (ii) the Committee may not, without approval of the shareholders of the Company, amend any outstanding Award Agreement to lower the exercise price of any Option (or cancel and replace any outstanding Option with an Option having a lower exercise price). Notwithstanding the foregoing, with respect to any Award intended to qualify as performance-based compensation under
Section 162(m) of the Code, no amendment shall be authorized to the extent such amendment would cause the Award to fail to so qualify.

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(c) of the Plan) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to

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be made available under the Plan. Notwithstanding the foregoing, with respect to any Award intended to qualify as performance-based compensation under Section 162(m) of the Code, no adjustment shall be authorized to the extent such adjustment would cause the Award to fail to so qualify.

SECTION 8. Change in Control.

Notwithstanding any other provision of this Plan to the contrary, in the event of a Change in Control of the Company, all outstanding Awards granted prior to the date of the Change in Control automatically shall become fully vested on such Change in Control, all restrictions, if any, with respect to such Awards shall lapse, and all performance goals, if any, with respect to such Awards shall be deemed to have been met in full (at the maximum performance level). For purposes of this Plan, a "Change in Control" shall be deemed to occur:

(i) if any person (as such term is used in sections 13(d) and 14(d)(2) of the Exchange Act), other than the Company, any parent corporation or subsidiary corporation of the Company or any employee benefit plan of the Company or any such entity, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities,

(ii) upon the first purchase of the Company's common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by the Company),

(iii) on the date of consummation of a merger, consolidation, recapitalization, reorganization, sale or disposition of all or a substantial portion of the Company's assets, or the issuance of shares of stock of the Company in connection with the acquisition of the stock or assets of another entity; provided, however, that a Change in Control shall not occur under this clause (iii) if consummation of the transaction would result in at least two-thirds of the total voting power represented by the voting securities of the Company (or, if not the Company, the entity that succeeds to all or substantially all of the Company's business) outstanding immediately after such transaction being beneficially owned (within the meaning of Rule 13d-3 promulgated pursuant to the Exchange Act) by at least two-thirds of the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction, or

(iv) if, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company's shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

SECTION 9. Parachute Tax Gross-Up.

To the extent that the grant, payment, or acceleration of vesting or payment, whether in cash or stock, of any Award made to a Participant under the Plan is subject to an excise tax under

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Section 4999(a) of the Code, or any similar or successor provision (a "Parachute Tax"), the Company shall pay such Participant an additional amount of cash (the "Gross-up Amount") such that the "net" after-tax benefit received by the Participant, after paying all applicable Parachute Taxes with respect to such Awards (including those on the Gross-up Amount) and any federal or state taxes on the Gross-up Amount, shall be equal to the net after-tax benefit that such Participant would have received if such Parachute Tax had not been applicable.

SECTION 10. General Provisions.

(a) No Rights to Awards. No Employee, Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, Shares that would otherwise be issued pursuant to such Award, other Awards or other property) of any applicable taxes payable in respect of an Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Any Participant who is subject to Rule 16b-3 may direct the Company to withhold Shares or may tender Shares to the Company to satisfy his tax withholding obligations.

(c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing contained in the Plan shall confer on any Director any right with respect to continuation of membership on the Board.

(d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Texas and applicable Federal law.

(e) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without , in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(f) Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or

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transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.

(g) No Trust or Fund Created. Neither the Plan nor the Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate.

(h) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any action that is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Participant, or other Person shall have any claim against the Company or any Affiliate as a result of any such action.

(k) Facsimile Signature. Any Award Agreement or related document may be executed by facsimile signature. If any officer who shall have signed or whose facsimile signature shall have been placed upon any such Award Agreement or related document shall have ceased to be such officer before the related Award is granted by the Company, such Award may nevertheless be issued by the Company with the same effect as if such person were such officer at the date of grant.

SECTION 11. Effective Date of the Plan.

The Plan shall be effective as of the date of its approval by the Board, provided the Plan is subsequently approved by the shareholders of the Company within 12 months thereafter. Notwithstanding any provision in the Plan or in any Award Agreement, no Option or Stock Appreciation Right shall be exercisable and no Award shall vest or become satisfiable prior to such shareholder approval.

SECTION 12. Term of the Plan.

No Award shall be granted under the Plan after the tenth anniversary of the date the Plan was adopted by the Board or approved by the shareholders, whichever is earlier. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award

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theretofore granted may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, extend beyond such date.

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EXHIBIT 99.10

RATIFICATION

This RATIFICATION (this "Ratification") dated as of May 9, 2001, is by OCEAN ENERGY, INC., a corporation duly organized and validly existing under the laws of the state of Delaware (the "OEI-Delaware"), in favor of each of the financial institutions that is now or hereafter a party to the Credit Agreement (as defined below) as a "Bank" (individually, a "Bank" and, collectively, the "Banks"), THE CHASE MANHATTAN BANK, as successor by merger to Chase Bank of Texas, National Association, as administrative agent for the Banks (in such capacity, the "Administrative Agent"), BANK OF AMERICA, N.A., successor in interest to Bank of America National Trust and Savings Association, as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANK ONE, N.A., successor in interest to Bank One, Texas, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), SOCIETE GENERALE, SOUTHWEST AGENCY, and BANK OF MONTREAL, as managing agents for the Banks (in such capacity, the "Managing Agents"), and THE CHASE MANHATTAN BANK, as auction administrative agent for the Banks (in such capacity, the "Auction Administrative Agent").

W I T N E S S E T H:

A. Ocean Energy, Inc., a Texas corporation (the "OEI-Texas"), the Administrative Agent, the Syndication Agent, the Documentation Agent, the Managing Agents and the Auction Administrative Agent (collectively the "Agents") and the Banks have executed that certain Revolving Credit Agreement dated as of March 31, 1999 (such credit agreement, as amended, the "Credit Agreement").

B. OEI-Texas has, prior to the date hereof, merged with and into OEI-Delaware pursuant to that certain Agreement and Plan of Merger of Ocean Energy, Inc. (Texas) and Ocean Energy, Inc. (Delaware), such that OEI-Delaware has succeeded by operation of law to all of the liabilities and obligations, and is the owner of all of the assets, of OEI-Texas.

NOW, THEREFORE, (i) in order to comply with the terms and conditions of the Credit Agreement and (ii) for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the OEI-Delaware hereby agrees as follows:

1. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, terms used in this Ratification, including its preamble and recitals, shall have the meanings provided in the Credit Agreement.

2. REFERENCES. All references in the Credit Agreement and the other Loan Documents to "Ocean Energy, Inc." or to the "Company" shall be deemed to refer to OEI-Delaware, for itself and as successor-in-interest to OEI-Texas. All references in the Credit Agreement and the

other Loan Documents to the "Credit Agreement" shall refer to the Credit Agreement as hereby ratified.

3. RATIFICATION OF CREDIT AGREEMENT. The terms, conditions and provisions of the Credit Agreement shall be and remain in full force and effect. The OEI-Delaware hereby ratifies and confirms the Credit Agreement.

4. REPRESENTATIONS AND WARRANTIES. OEI-Delaware hereby represents and warrants as follows:

a. OEI-Delaware (i) is duly organized and validly existing under the laws of the jurisdiction of its formation; (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted; and
(iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.

b. The execution and delivery by OEI-Delaware of this Ratification, the consummation of the transactions herein contemplated, and the compliance with the terms and provisions hereof will not (i) conflict with or result in a breach of, or require any consent under (A) the Organizational Documents of OEI-Delaware, or (B) any applicable law or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or any material agreement or instrument to which OEI-Delaware is a party or by which it is bound or to which it is subject in each case in such manner as could reasonably be expected to have a Material Adverse Effect; or (ii) constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien upon any of the revenues or property of the OEI-Delaware in each case in such manner as could reasonably be expected to have a Material Adverse Effect.

c. OEI-Delaware has all necessary corporate power and authority to execute and deliver this Ratification and all Loan Documents to which it is a party and has all necessary corporate power and authority to perform its obligations under this Ratification and all Loan Documents to which it is a party or to which OEI-Texas was a party; and the execution, delivery and performance by OEI-Delaware of this Ratification and the Loan Documents to which it is a party or to which OEI-Texas was a party have been duly authorized by all necessary corporate action on its part. This Ratification and the Loan Documents to which OEI-Delaware is a party or to which OEI-Texas was a party constitute the legal, valid and binding obligation of OEI-Delaware, enforceable against OEI-Delaware in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights and general principals of equity.

d. The representations and warranties made and given by OEI-Delaware and OEI-Texas in this Ratification and in the Credit Agreement and the other Loan Documents are true and correct as of the date hereof except such representations and warranties which related solely to such earlier date and OEI-Delaware and OEI-Texas have performed each of the covenants and agreements in this Ratification and the Credit Agreement and the other Loan Documents required to be performed by OEI-Delaware or OEI-Texas as of the date hereof.

5. GOVERNING LAW. THIS RATIFICATION (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 TEXAS.

6. TITLES AND HEADINGS. The titles and headings of the Sections of this Ratification are intended for convenience only and shall not in any way affect the meaning or construction of any provision of this Ratification.

7. CHANGES AND MODIFICATIONS IN WRITING. No provision of this Ratification may be changed or modified except by an instrument in writing signed by the Agents and the Banks.

IN WITNESS WHEREOF, the undersigned have executed this Ratification as of the date first set forth above.

OCEAN ENERGY, INC., a Delaware corporation, and successor-by-merger to OEI-Texas

By: /s/ Stephen A. Thorington
   -----------------------------------------
Name:   Stephen A. Thorington
Title:  Senior Vice President - Finance,
        Treasury & Corporate Development

Address:    1001 Fannin, Suite 1700
            Houston, Texas 77002

Attention:  Mr. Stephen A. Thorington

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