M&A Transaction Details http://www.herold.com/manda/mandac/manda_outsheet.outsheet?tid=21524

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Copyright 2008 John S. Herold, Inc. ("JSH"). All rights reserved. M&A Profile Sheet is published by John S. Herold, Inc., 14 Westport Avenue, Norwalk, CT 06851, USA for the exclusive use of JSHclients. Reproduction of this report, even for internal distribution, is strictly prohibited. The information contained herein has been obtained from sources believed to be reliable, but JSH does not guarantee their accuracy or completeness. No information or opinions contained herein constitutes a representation or solicitation for the purchase of any securities of the companies mentioned

Herold M&A Deal Analysis: Upstream

Devon Energy Announces Stock Merger with Ocean Energy Search Comparable Deals

M&A Insights

Taylan Baykut

Announced Date: 2003/02/24

Transaction ID: 21524

Buyer Information*

Last Close Pre-deal

Buyer: Devon Energy Corporation DVN:100.56 DVN:24.12

Advisor: Morgan Stanley & Co. Inc.

* Last close and day before announce date share prices (if available) in local currency

Seller Information*

Seller: Ocean Energy Incorporated

Advisor: Deutsche Banc Alex. Brown

* Last close and day before announce date share prices (if available) in local currency

Commodity Prices*

Last Close Pre-deal

WTI Cushing Oil Spot 105.15 36.78

NYMEX Oil 12mo Strip 101.47 30.46

Henry Hub Gas Spot 9.82 6.90

NYMEX Gas 12mo Strip 10.20 5.83

Dated Brent Oil Spot 102.79 32.83

AECO (US$) Gas Spot 8.75 6.59

* Last close and day before announce date commodity prices in US$ unless noted

Deal Information

Announced Date: 2003/02/24

Effective Date: Not specified

Closed Date: 2003/04/25

Focus: Upstream: Reserves

Deal Level: Corporate

Deal Type: Acquisition

Percent Acquired: 100%

Deal Updated: 2007/06/28

Location Information

Herold Reported: Globally Diversified

Primary: United States-Gulf of Mexico; Worldwide

Non-primary: Anadarko (United States); Angola; Brazil; Coted'Ivoire; Egypt; Equatorial Guinea; Indonesia; Louisiana; Montana; Oklahoma; Pakistan; Permian(United States); Russia-Diversified; Texas; United States-Gulf Coast Onshore; United States-Mid-Continent; United States-Rocky Mountains

Key Deal Characteristic

Conventional

Key Assets

Gulf of Mexico , Mid-Continent, onshore Gulf Coast, various international

Deal Summary

Devon Energy Corporation and Ocean Energy, Inc. agreed to merge, with the combined company retaining the name Devon Energy Corporation. J. LarryNichols, Devon's CEO, will be the chairman and CEO, while James T. Hackett, Ocean's CEO, will be named president and COO. As per the agreement, Ocean'sshareholders will receive 0.414 shares of Devon common stock for each share of Ocean. Devon will issue approximately 73.4MM shares to Ocean'sshareholders. Combined company will be owned 68% by Devon shareholders and 32% by Ocean shareholders. Based upon Devon's closing stock price ofUS$48.23/share on 2/21/03, the offer price is US$19.97 per Ocean share. The offer value is approximately US$3,540.1MM. The total transaction value isapproximately US$5,280.1MM, including LT debt of US$1,442.8MM, deferred revenue of US$86.5MM, preferred stock at liquidation preference of US$50.0MM, other LT liabilities of US$108.9MM, and working capital deficit of US$51.7MM. Ocean's assets are concentrated in the shelf and deepwater Gulf of Mexico;Anadarko and Permian Basins, and Bear Paw Field in the U.S. onshore; and in Equatorial Guinea, Egypt, Russia, Cote d'Ivoire, Indonesia, Angola, Brazil, and Pakistan, internationally. According to Ocean, net proved reserves as of 12/31/02 were 1,779.5 Bcf of natural gas and 296.8 MMbbl of oil and NGL's (66%U.S., 50% gas, 58% PD). Net production for the three months ended 12/31/02 was approximately 439 MMcf/d of natural gas and 85,000 b/d of oil andNGL's. Non-reserve assets include prospective acreage valued by Herold's latest Appraisal Report at US$640MM, and investments & other assets valued atbook value of US$176MM. The transaction implied deal values of $1.25/Mcfe, $4,704 per daily Mcfe produced, 6.7X trailing twelve-months operating EBITDA and 4.9X trailing twelve-months operating cash flow as of 12/31/02. The offer price of $19.97/share represents a 3.6%, 2.9%, 5.3% premium 1 day, 30 daysand 60 days before deal ann., respectively.

Transaction Valuation Data (US$MM)

Cash Offer Value -

Common Equity Offer Value 3,540.1

Other Equity Offer Value -

Total Equity Offer Value 3,540.1

Long-Term Debt and Other Long-Term Liabilities

Long-term Debt 1,442.8

Long-term Liabilities 245.5

Capitalized Leases -

Convertible Debt / Preferred Securities -

Minority Interest -

Perpetual Preferred Securities -

Other Long-Term Liabilities -

Total Long-Term Liabilities 1,688.3

Working Capital Deficit 51.7

Total Transaction Value 5,280.1

Valuation Benchmarks

Implied Value(US$) / Proved Boe(6:1) 7.52

Implied Value(US$) / Daily Boe(6:1) produced 28,224

Reserve Estimates (source: Seller)

ProvedReserves

AnnualProduction R/P

Oil & NGLs (MMbbls) 296.8 31.0 9.6

Natural Gas (Bcf) 1,779.5 160.2 11.1

Total MMboe(6:1) 593.4 57.7 10.3

% Oil 50 %

% Gas 50 %

% Proved Developed 58 %

Valuation Breakdown

Reserve Value 4,464.1

Non-Reserve Value 816.0

Total Valuation 5,280.1

M&A Transaction Details http://www.herold.com/manda/mandac/manda_outsheet.outsheet?tid=21524

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herein. From time to time, JSH and/or its officers and employees may have long or short positions in the securities mentioned herein or during the past year may have transacted in securities of the companies mentioned.