Ocean Energy, Inc. Supplemental Benefit Plan (As Amended and Restated Effective July 1, 2001)

 Exhibit 10.2 OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN As Amended and Restated Effective July 1, 2001 (i) OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN WITNESSETH: WHEREAS, OCEAN ENERGY, INC. (the "Company") has heretofore adopted the OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN (the "Plan") for the benefit of certain of its eligible employees; and WHEREAS, the Company desires to restate the Plan and amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits; and NOW, THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of July 1, 2001, except as otherwise indicated herein: ARTICLE I DEFINITIONS AND CONSTRUCTION 1.1 Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates otherwise: (1) Account: A memorandum bookkeeping account established on the records of the Employer for a Participant which is credited with amounts determined pursuant to Article III of the Plan. Each Participant shall have the following Accounts: a Bonus Deferral Account, a Compensation Deferral Account, an ESOP Account, an ORS Excess Account and a Pre-2001 Account. As of any determination date, a Participant's benefit under this Plan shall be equal to the amount credited to his Accounts as of such date. (2) Board: The Board of Directors of the Company. (3) Bonus: With respect to any Participant for a Plan Year, amounts considered as annual or incentive bonuses. (4) Bonus Deferral Account: An Account credited with amounts determined pursuant to Sections 3.2, 3.5 (if any) and 3.6 of the Plan. (5) Code: The Internal Revenue Code of 1986, as amended. (6) Committee: The Organization & Compensation Committee of the Board. (7) Company: Ocean Energy, Inc., a Delaware corporation. (8) Company Stock: The common stock of the Company, par value $.10 per share. (9) Compensation: With respect to any Participant for a Plan Year, amounts considered as compensation pursuant to Section 1.1(11) of the ORS Plan, determined without regard to the limitations imposed by section 401(a)(17) of the Code. (10) Compensation Deferral Account: An Account credited with amounts determined pursuant to Sections 3.1, 3.5 (if any) and 3.6 of the Plan. (11) Compensation Limitation: The maximum amount of Compensation that can be considered by the ORS Plan for a Plan Year pursuant to section 401(a)(17) of the Code. (12) Effective Date: July 1, 2001 as to this restatement of the Plan. (13) Employer: The Company and each other entity that has been designated to participate in the Plan pursuant to the provisions of Section 6.9. (14) Employer Contributions: Contributions made to the ESOP by the Employer with respect to a Participant pursuant to Section 21.6 of the ORS Plan. (15) Employer Discretionary Contributions: Contributions made to the ORS Plan by the Employer on a Participant's behalf pursuant to Section 3.3 of the ORS Plan. (16) Employer Matching Contributions: Contributions made to the ORS Plan by the Employer on a Participant's behalf pursuant to Section 3.2 of such ORS Plan. (17) ERISA: The Employee Retirement Income Security Act of 1974, as amended. (18) ESOP: The "ESOP" established under Article XXI of the ORS Plan. (19) ESOP Account: An Account credited with amounts determined pursuant to Sections 3.4, 3.5 (if any) and 3.6 of the Plan. (20) Investment Funds: The investment funds designated from time to time for the deemed investment of Accounts under Section 3.6. (21) Limitations: Benefit limitations imposed on the ESOP and the ORS Plan by ERISA and by sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g) and 415 of the Code. (22) OEI Stock Fund: An Investment Fund investing in Company Stock. (23) ORS Excess Account: An Account credited with amounts determined pursuant to Sections 3.3, 3.5 (if any) and 3.6 of the Plan. (24) ORS Plan: The Ocean Retirement Savings Plan. (25) Participant: Any employee of the Employer who has become a Participant in the Plan in accordance with Section 2.1 of the Plan. (26) Plan: The Ocean Energy, Inc. Supplemental Benefit Plan. (27) Plan Year: The twelve-consecutive month period commencing January 1 of each year. (28) Pre-2001 Account: An Account credited with the amount, if any, credited to the Participant's Accounts under the Plan as of December 31, 2000. 1.2 Construction. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender; the singular shall include the plural, and vice versa; unless the context clearly indicates to the contrary. The headings of Articles and Sections herein are indicated solely for convenience and if there is any conflict between such headings and the text of the Plan, the text shall control. ARTICLE II PARTICIPATION 2.1 Eligibility. Any employee of the Employer shall become a Participant on the date that such employee's Compensation on an annualized basis exceeds the Compensation Limitation. Once an employee has become a Participant, he shall remain a Participant as long as a balance is credited to his Accounts under the Plan; provided, however, that a Participant shall be eligible to defer receipt of his Compensation and/or Bonus under the Plan only until the earlier of (a) the date his Compensation on an annualized basis no longer exceeds the Compensation Limitation, (b) the date he ceases to be an employee of the Employer or (c) the date the Committee notifies him that he is no longer eligible to defer receipt of his Compensation and/or Bonus under the Plan. 2.2 Compensation Deferral Election. Any Participant may elect to defer receipt of an integral percentage of from 1% to 14% of his Compensation for any calendar year under this Plan. A Participant's election to defer receipt of Compensation for any calendar year under this Plan shall be made prior to the January 1 of such calendar year and shall be irrevocable for such calendar year. Notwithstanding the preceding sentence, in the case of an employee who first becomes a Participant after the beginning of a calendar year, such Participant may elect prospectively to defer receipt of an integral percentage of from 1% to 14% of his Compensation for the remaining portion of such calendar year under this Plan; provided, however, that such election must be made within thirty days after the date he becomes a Participant. The reduction in a Participant's Compensation pursuant to his election shall be effected by Compensation reductions as of each payroll period within the election period. Notwithstanding the foregoing, in the event that the Committee, in its sole discretion, determines that a Participant has an unforseeable emergency pursuant to Section 5.5, the Committee may revoke the Participant's Compensation deferral election then in effect, if any, in connection with such determination. A Participant whose Compensation deferral election has been so revoked may make a new Compensation deferral election prior to the January 1 of any subsequent calendar year. 2.3 Bonus Deferral Election. Any Participant may elect to defer receipt of an integral percentage of from 1% to 100% of his Bonus for any calendar year under this Plan. A Participant's election to defer receipt of a percentage of his Bonus under this Plan shall be made prior to January 1 of the calendar year during which such Bonus is paid and shall be irrevocable for such calendar year. Notwithstanding the preceding sentence, in the case of an employee who first becomes a Participant after the beginning of a calendar year, such Participant may elect to defer receipt of an integral percentage of his Bonus for such calendar year under this Plan, but (a) such election must be made within thirty days after the date he becomes a Participant and (b) such election shall apply only to that portion of his Bonus for such calendar year determined by multiplying such Bonus by a fraction, the numerator of which is the number of complete months remaining in the calendar year after the date of such election and the denominator of which is the number of complete months during such calendar year that such Participant is employed by the Employer. The reduction of a Participant's Bonus pursuant to this election shall be effected at the time such Bonus is paid. ARTICLE III BENEFITS 3.1 Amount of Compensation Deferral Benefit. For each payroll period during each Plan Year, a Participant's Compensation Deferral Account shall be credited with an amount equal to the Compensation deferred under this Plan pursuant to an election by the Participant described in Article II for such payroll period. 3.2 Amount of Bonus Deferral Benefit. For the Plan Year in which a Participant's Bonus would otherwise be paid, a Participant's Bonus Deferral Account shall be credited with an amount equal to the Bonus deferred under this Plan pursuant to an election by the Participant described in Article II. 3.3 Amount of Supplemental ORS Benefit. (a) For each payroll period during each Plan Year, the ORS Excess Account of any Participant who makes the maximum allowable contribution under the ORS Plan but, as a result of the Limitations, such contribution is less than the percentage of Compensation such Participant actually elected under such Plan shall be credited with an amount equal to the excess, if any, of (1) over (2) where: (1) equals the Employer Matching Contributions to which such Participant would have been entitled under the ORS Plan based upon the percentage of Compensation such Participant actually elected to defer under such Plan for such payroll period assuming none of the Limitations were imposed; and (2) equals the Employer Matching Contributions that were made on behalf of such Participant under the ORS Plan for such payroll period. Notwithstanding the foregoing, if additional Employer Matching Contributions are made on behalf of a Participant pursuant to Section 3.2(b) of the ORS Plan for a Plan Year, any amounts credited to such Participant's ORS Excess Account pursuant to this section for such Plan Year shall be adjusted as appropriate to reflect such additional Employer Matching Contributions under the ORS Plan. (b) For each Plan Year, a Participant's ORS Excess Account shall be credited with an amount equal to the excess, if any, of (1) over (2) where: (1) equals the amount of Employer Discretionary Contributions that would have been allocated to such Participant's Employer Discretionary Contribution Account under the ORS Plan assuming none of the Limitations were imposed; and (2) equals the amount of Employer Discretionary Contributions that were actually allocated to such Participant's Employer Discretionary Contribution Account under the ORS Plan. 3.4 Amount of Supplemental ESOP Benefit. For each Plan Year, a Participant's ESOP Account shall be credited with an amount equal to the excess, if any, of (a) over (b) where: (a) is the amount of Employer Contributions which would have been allocated to such Participant's ESOP Account under the ESOP assuming none of the Limitations were imposed; and (b) is the amount of Employer Contributions actually allocated to such Participant's ESOP Account under the ESOP. 3.5 Amount of Additional Benefits. A Participant's Accounts shall be credited with such additional amounts at such times as may be determined by the Committee in its sole discretion or as shall be otherwise contemplated by the terms of any written agreement between a Participant and the Employer that is approved by the Committee or the Directors. 3.6 Crediting of Income. (a) Deemed Investment of Funds. (1) The amounts credited to each Participant's Accounts shall be deemed to be invested in the Fidelity Money Market Trust: Retirement Money Market Portfolio until such Participant designates, in accordance with the procedures established from time to time by the Committee, the manner in which amounts credited to his Accounts shall be deemed to be invested from among the Investment Funds made available from time to time for such purpose by the Committee. A Participant may designate one of such Investment Funds for the deemed investment of all the amounts credited to his Accounts or he may split the deemed investment of the amounts credited to his Accounts among such Investment Funds in such increments as the Committee may prescribe. The deemed investment of amounts credited to a Participant's Accounts shall be based on the value of the applicable Investment Funds at the time such amounts are credited or subsequently converted pursuant to an initial deemed investment designation or pursuant to Paragraph (a)(2) below. Deemed investment elections in effect immediately prior to the Effective Date shall remain in effect following the Effective Date unless and until changed or converted pursuant to Paragraph (a)(2) below. (2) A Participant may (i) change his deemed investment designation for future amounts to be credited to his Accounts or (ii) convert his deemed investment designation with respect to the amounts already credited to his Accounts; provided, however, that (I) a Participant may change his deemed investment designation of an OEI Stock Fund only for future amounts to be credited to his Accounts and (II) in the event of a change described in clause (I), any amounts already credited to the Participant's Accounts that were deemed invested in an OEI Stock Fund shall remain so invested until paid to such Participant pursuant to Article V. Any such change or conversion shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee; provided, however, that a change described in clause (I) of the preceding sentence must be made prior to the beginning of a calendar quarter and shall become effective only as of the first day of such calendar quarter. (b) Allocation of Net Income or Net Loss Equivalents. The balance of each Participant's Accounts shall be adjusted at such times and in such manner as the Committee deems appropriate to reflect the value of the Investment Funds, including any net income (or net loss) thereto resulting from interest, dividends or other distributions. A Participant's Accounts shall continue to be so adjusted as long as there is any balance credited to such account. ARTICLE IV FORFEITURES If any portion of a Participant's Employer Contribution Accounts under the ORS Plan is forfeited for any reason, amounts equal to the percentages of his ESOP, ORS Excess and/or Pre-2001 Accounts under this Plan that correspond to the percentages of his Employer Contribution Accounts under the ORS Plan that were forfeited shall be debited from such ESOP, ORS Excess and/or Pre-2001 Accounts. Notwithstanding the preceding sentence, in the event of a change of control that is not approved, recommended and supported by at least two-thirds of the directors that were also directors prior to the occurrence of any such change of control in actions taken prior to, and with respect to, such change of control (a "Nonapproved Change of Control"), amounts credited to a Participant's Accounts shall be nonforfeitable as of the date of such change of control. Further, in the event of a change of control other than a Nonapproved Change of Control, amounts credited to a Participant's Accounts shall be nonforfeitable upon involuntary termination of employment within the twelve-month period following the date of such change of control. For purposes of the Plan, a "change of control" shall be deemed to have occurred if (i) any person (other than employee or an Employer) including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Company having 40% or more of the total number of votes that may be cast for the election of directors, or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor thereto. The determinations of whether a change of control has occurred and whether such change of control was a Nonapproved Change of Control shall be made by the Committee as existing at least six months prior to the occurrence of such change of control and its determination shall be final. ARTICLE V FORM AND TIMING OF BENEFITS 5.1 In-Service Payments of Compensation and/or Bonus Deferrals. A Participant may elect to have all or a portion of the Compensation and/or Bonus deferred under this Plan during any Plan Year paid in annual installment payments for a specified term not to exceed ten years commencing at least one year after the Plan Year of deferral but prior to the date such amounts would otherwise be payable pursuant to Section 5.2. In the absence of an election by a Participant with respect to the payment of Compensation and/or Bonus deferred under this Plan during a Plan Year, such amounts shall be paid in accordance with Section 5.2. If a Participant elects to have Compensation and/or Bonus deferred under this Plan during a Plan Year paid in annual installments, the value of such Compensation and/or Bonus deferrals shall be determined as of the last day of the calendar month preceding the time which he has elected to commence receiving such payments and each subsequent interval thereafter, and an amount equal to the then value of such Compensation and/or Bonus deferrals, including any net income or net loss equivalents credited thereto, multiplied by a fraction, the numerator of which is one and the denominator of which is the remaining number of payments which the Participant elected, shall be paid to such Participant. The appropriate Accounts of the Participant shall be debited for any amounts paid pursuant to this Section 5.1. If a Participant's employment or consulting relationship with the Company terminates prior to the commencement or completion of the annual installment payments elected by such Participant pursuant to this Section 5.1, the remaining amounts credited to his Accounts under the Plan shall be paid in accordance with Section 5.2. 5.2 Termination Payments. Upon the termination of a Participant's employment or, if later, the termination of a Participant's consulting relationship with the Employer, the Participant or, in the event of the death of the Participant while employed by the Employer, the Participant's designated beneficiary, shall be entitled to payment of the amounts credited to his Accounts under the Plan commencing as soon as practicable following such termination. A Participant shall elect the form of payment (which may either be a lump sum payment or monthly, quarterly or annual installment payments over a specified term certain not to exceed ten years) for the amounts credited to his Accounts under the Plan at the time he elects to defer Compensation and/or Bonus under the Plan. In the absence of direction by a Participant regarding the form of payment of amounts credited to his Accounts under the Plan, such amounts shall be distributed in a lump sum. In the event of the death of a Participant, the amounts credited to such Participant's Accounts under the Plan shall be paid or, if the Participant was receiving payments under the Plan at the time of his death, shall continue to be paid, to his designated beneficiary in the form of payment elected by the Participant or, in the absence of any such election, in a lump sum. Further, notwithstanding the foregoing, in the event of a Nonapproved Change of Control, each Participant's benefit under this Plan shall be paid to him (or his designated beneficiary) in a lump sum as soon as practicable, but no later than thirty days following the date on which such change of control occurs. If a Participant elects the annual installment form of payment, the value of amounts credited to his Accounts under the Plan shall be determined as of the last day of the calendar month preceding the date upon which such payments commence and each subsequent interval thereafter, and an amount equal to such value multiplied by a fraction, the numerator of which is one and the denominator of which is the remaining number of payments which the Participant elected, shall be paid to such Participant. If a Participant elects the lump sum form of payment or in the event of a Nonapproved Change of Control, the value of amounts credited to the Participant's Accounts under the Plan shall be determined as of the last day of the calendar month preceding the date of payment. The appropriate Accounts of the Participant shall be debited for amounts paid pursuant to this Section 5.2. 5.3 Changes in Payment Elections. A Participant may revise his election under Section 5.1 and/or Section 5.2 only if, and at such time as, such revised election is approved by the Committee; provided, however, that such revised election shall not be effective until the later of (a) the January 1 following the date such revised election is approved or (b) the date that is six months after the date such revised election is approved. 5.4 Form of Payment. Payments under the Plan shall be in the form of cash, except that if any portion of a Participant's Accounts is deemed invested in an OEI Stock Fund, any payment with respect to such portion shall be in the form of shares of Company Stock. Without limiting the generality of the foregoing, nothing in the Plan shall be construed as giving any Participant any rights as a holder of common stock or any other equity security of the Company as a result of such Participant's participation in this Plan or his designation of an OEI Stock Fund for the deemed investment of amounts credited to his Accounts. 5.5 Distributions for Unforseeable Emergency. In the event the Committee, in its sole discretion, determines that a Participant has an unforseeable emergency, the Committee may direct that such portion of the amounts credited to a Participant's Accounts as it determines is reasonably needed to satisfy such unforseeable emergency be paid to the Participant in one lump sum payment as soon as practicable following the Committee's determination of the existence and extent of such unforseeable emergency. For purposes of this Section 5.5, an unforseeable emergency shall mean severe financial hardship to a Participant that arises from a sudden and unexpected illness or accident of the Participant or of a dependent of a Participant, loss of the Participant's property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of such Participant. Further, no payment may be made pursuant to this Section 5.5 to the extent such severe financial hardship may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (c) by cessation of Compensation deferrals under the Plan. For purposes of this Section 5.5, the purchase of a house or education expenses for children, shall not be considered to be unforseeable emergencies. The decision of the Committee regarding the existence or nonexistence of an unforseeable emergency of a Participant shall be final and binding. The Committee shall have the authority to require a Participant to provide such proof as it deems necessary to establish the existence and nature of the Participant's unforseeable emergency. 5.6 Designation of Beneficiaries. A Participant, by written instrument filed with the Committee in such manner and form as it may prescribe, may designate one or more beneficiaries to receive payment of the amounts credited to his Accounts in the event of his death. Any such beneficiary designation may be changed from time to time prior to the death of the Participant. In the absence of a beneficiary designation on file with the Committee at the time of a Participant's death, the executor or administrator of the Participant's estate shall be deemed to be his designated beneficiary. ARTICLE VI MISCELLANEOUS 6.1 Administration. This Plan shall be administered by the Committee as an unfunded plan which is not intended to meet the qualification requirements of section 401 of the Code. The Committee shall have full power and authority to interpret, construe and administer this Plan and the Committee's interpretations and construction hereof, and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons for all purposes. In the event that a Participant or beneficiary's claim for a benefit under the Plan is denied or modified, the Committee shall furnish a written notice to such claimant within ninety days (or within 180 days if additional information requested by the Committee necessitates an extension of the ninety-day period) that (a) states the specific reason or reasons for such denial or modification, (b) provides specific reference to pertinent Plan provisions on which the denial or modification is based, (c) provides a description of any additional material or information necessary for the Participant, his beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary and (d) explains the Plan's claim review procedure. If the Participant, his beneficiary, or a representative of such Participant or beneficiary desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Participant, his beneficiary, or the representative of such Participant or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty days following such request for review the Committee shall, after providing a full and fair review, render its final decision in writing to the Participant, his beneficiary or the representative of such Participant or beneficiary stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Committee's decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Participant, beneficiary, or the representative of such Participant or beneficiary prior to the commencement of the extension period. Members of the Committee shall not participate in any action or determination regarding their own benefits hereunder. 6.2 Indemnification. The Company shall indemnify and hold harmless each member of the Committee and each employee who is a delegate of the Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such individual in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such individual's own gross negligence or willful misconduct. Expenses against which such individual shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof. 6.3 Amendment or Termination. The Board may, in its sole discretion, terminate, suspend, or amend this Plan at any time or from time to time, in whole or in part, by means of thirty days written notice given to each Participant. If the Board should amend or suspend this Plan, no such amendment or suspension shall reduce any amounts credited to a Participant's Accounts which are nonforfeitable as of the date of such amendment or suspension. Notwithstanding any provision to the contrary, if the Board terminates this Plan, all amounts credited to the Participants' Account shall become nonforfeitable as of the date of such termination and the Committee, in its sole discretion, may elect to pay all such amounts as soon as practicable following such date. 6.4 Nonguarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Participant, or as a right to have benefits which are provided by the Employer maintained, or as a right of any Participant to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its Participants, with or without cause. 6.5 Rights to Employer's Assets. No Participant shall have any right to, or interest in, any assets of the Employer upon termination of employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Participant. This Plan is unfunded, and all payments of benefits as provided for in this Plan shall be made solely out of the general assets of the Employer on a current disbursements basis. The preceding sentence to the contrary notwithstanding, the Employer may fund all or part of its obligations hereunder by transferring assets to a trust if the provisions of the trust agreement creating such trust require the use of such trust's assets to satisfy claims of the Employer's general unsecured creditors in the event of the Employer's insolvency or bankruptcy and provide that no Employee shall at any time have a prior claim to such assets and that such trust shall not cause the Plan to be other than "unfunded" for the purposes of ERISA. The assets of such trust shall not be deemed to be assets of this Plan. 6.6 Nonalienation of Benefits. Subject to income tax withholding, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Participant, prior to actually being received; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall be void. The Employer shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder. The preceding notwithstanding, the Committee shall comply with the terms and provisions of an order that satisfies the requirements for a "qualified domestic relations order" as defined in section 206(d) of ERISA, including an order that requires distributions to an alternate payee prior to a Participant's "earliest retirement age" as such term is defined in section 206(d)(3)(E)(ii) of ERISA. 6.7 Withholding Taxes. The Employer shall have the right to deduct from all payments made under this Plan, any federal, state or local taxes required by law to be withheld with respect to such payments. 6.8 Severability. If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 6.9 Participating Employers. The Committee may designate any entity or organization eligible by law to participate in this Plan as an Employer by written instrument delivered to the Secretary of the Company and the designated Employer. Such written instrument shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which apply to the designated Employer only and shall become, as to such designated Employer and its employees, a part of the Plan. Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any and all amendments thereto upon its submission of information to the Committee required by the terms of or with respect to the Plan; provided, however, that the terms of the Plan may be modified so as to increase the obligations of an Employer only with the consent of such Employer, which consent shall be conclusively presumed to have been given by such Employer upon its submission of any information to the Committee required by the terms of or with respect to the Plan. Except as modified by the Committee in its written instrument, the provisions of this Plan shall be applicable with respect to each Employer separately, and amounts payable hereunder shall be paid by the Employer which employs the particular Participant. 6.10 Jurisdiction. The situs of the Plan hereby created is Texas. All provisions of the Plan shall be construed in accordance with the laws of Texas except to the extent preempted by federal law. EXECUTED this ____ day of ___________________________,2001. OCEAN ENERGY, INC. By: ______________________________ Name: ________________________ Title: ________________________