exv4w8



 





EXHIBIT 4.8




DEVON ENERGY CORPORATION




to




THE BANK OF NEW YORK,




as Trustee














Supplemental Indenture No. 2

Dated as of August 4, 2003




to




Indenture

Dated as of March 1, 2002














$500,000,000




2.750% Senior Notes due 2006




     SUPPLEMENTAL INDENTURE NO. 2 dated as of August 4, 2003 (the “Supplemental
Indenture”), between DEVON ENERGY CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company”),
and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein
called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has heretofore delivered to the Trustee an Indenture dated as
of March 1, 2002 (the “Senior Indenture”) providing for the issuance from time
to time of Debt Securities of the Company (the “Debt Securities”).



     Section 3.01 of the Senior Indenture provides that various matters with
respect to any series of Debt Securities issued under the Senior Indenture may
be established in an indenture supplemental to the Senior Indenture.



     Section 12.01(f) of the Senior Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Senior Indenture to
establish the form or terms of Debt Securities of any series as contemplated by
Sections 2.01 and 3.01 of the Senior Indenture.



 









 





     All the conditions and requirements necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid and legally binding
agreement in accordance with its terms and for the purposes herein expressed,
have been performed and fulfilled.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the series of
Debt Securities provided for herein by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the series of Debt Securities provided for herein, as follows:



ARTICLE ONE




RELATION TO SENIOR INDENTURE; DEFINITIONS




     SECTION 1.1. RELATION TO SENIOR INDENTURE. This Supplemental Indenture
constitutes an integral part of the Senior Indenture.



     SECTION 1.2. DEFINITIONS. (a) For all purposes of this Supplemental
Indenture, except as otherwise expressly provided for or unless the context
otherwise requires:




     (1) Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Senior Indenture; and




     (2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture.



     (b) The following definitions applicable to the series of Debt Securities
provided for herein shall be in addition to those indicated in Section 1.01 of
the Senior Indenture:



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities” for the maturity
corresponding to the Optional Redemption Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term of the
Notes, yields for the two published maturities most closely corresponding to
the Optional Redemption Comparable Treasury Issue will be determined and the
Adjusted Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month); or if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Optional Redemption
Comparable Treasury Issue, calculated using a price for the Optional Redemption
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Optional Redemption Comparable Treasury Price for such Redemption
Date.



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     “Independent Investment Banker” means UBS Securities LLC or, if such firm
is unwilling or unable to serve as such, an independent investment and banking
institution of national standing appointed by the Company.



     “Optional Redemption Reference Treasury Dealer” means each of up to five
dealers to be selected by the Company, and their respective successors;
provided that if any of the foregoing ceases to be, and has no affiliate that
is, a primary U.S. governmental securities dealer (a “Primary Treasury
Dealer”), the Company will substitute for it another Primary Treasury Dealer.



     “Optional Redemption Comparable Treasury Issue” means the U.S. Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes or, if, in the reasonable judgment
of the Independent Investment Banker, there is no such security, then the
Optional Redemption Comparable Treasury Issue will mean the U.S. Treasury
security or securities selected by the Independent Investment Banker as having
an actual or interpolated maturity or maturities comparable to the remaining
term of the Notes.



     “Optional Redemption Comparable Treasury Price” means (1) the average of
five Optional Redemption Reference Treasury Dealer Quotations for the
applicable Redemption Date, after excluding the highest and lowest Optional
Redemption Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Optional Redemption Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Optional Redemption Reference Treasury Dealer Quotations” means, with
respect to each Optional Redemption Reference Treasury Dealer and any
Redemption Date for the Notes, the average, as determined by the Independent
Investment Banker of the bid and asked prices for the Optional Redemption
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker and
the Trustee at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.



ARTICLE TWO




THE SERIES OF NOTES




     SECTION 2.1. TITLE OF THE DEBT SECURITIES. There is hereby created
under the Senior Indenture a series of Debt Securities designated the “2.750%
Senior Notes due 2006” (the “Notes”).



     SECTION 2.2. LIMITATIONS ON AGGREGATE PRINCIPAL AMOUNT. The aggregate
principal amount of the Notes shall be initially limited to $500,000,000,
subject to the Company’s right to increase such limit following the original
issuance of the Notes upon delivery to the Trustee of a Company Order
specifying any higher limit. Except as provided in this Section, the Company
shall not execute and the Trustee shall not authenticate or deliver Notes in
excess of such aggregate principal amount.



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     Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Company or authentication or delivery by the Trustee of the Notes under the
circumstances contemplated in Section 3.04, 3.05, 3.06, 4.06 and 12.06 of the
Senior Indenture.



     SECTION 2.3. INTEREST AND INTEREST RATES; MATURITY DATE OF NOTES. The
Notes will bear interest at a rate of 2.750% per annum, from August 4, 2003 or
from the immediately preceding Interest Payment Date to which interest has been
paid or duly provided for, payable semi-annually in arrears on February 1 and
August 1 of each year, commencing February 1, 2004 (each, an “Interest Payment
Date”), to the Person in whose name such Note is registered at the close of
business on January 15 or July 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date (each, a “Regular Record
Date”). Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. The interest so payable on any Note which is not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Person in whose name such Note is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the Person in whose name such Note is registered on
the Special Record Date or other specified date determined in accordance with
Section 3.07 of the Senior Indenture.



     The Notes will mature on August 1, 2006.



     SECTION 2.4. REDEMPTION.




     (a) The Notes shall be redeemable before their Stated Maturity in
accordance with this Section 2.4 and otherwise in accordance with the
provisions of Article IV of the Senior Indenture. In the event of any
conflict between this Section 2.4 (including the definitions of terms
used herein) and Article IV of the Senior Indenture (including the
definitions of terms used therein), this Section 2.4 shall control.




     (b) The Notes may be redeemed at any time at the option of the
Company as set forth in the form of Note attached as Exhibit A hereto.



     SECTION 2.5. PLACES OF PAYMENT. The Places of Payment where the Notes
may be presented or surrendered for payment, where the Notes may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Notes and the Senior Indenture may be served
shall be at the Corporate Trust Office of the Trustee in the State of New York
which shall initially be located at 101 Barclay Street, 21 West, New York, New
York 10286.



     SECTION 2.6. METHOD OF PAYMENT. Payment of the principal of, premium,
if any, and interest on Notes in definitive form will be made at the office or
agency of the Company maintained for that purpose in The City of New York
(which shall initially be an office or agency of the Trustee), in such coin or
currency of the United States as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that at the option of
the Company, payments of interest on the Notes may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Debt Security Register.



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     Payment of the principal of, premium, if any, and interest on Notes
represented by a Global Security shall be made in immediately available funds
to the Depositary or its nominee, as the case may be, as the Holder of such
Global Security.



     SECTION 2.7. CURRENCY. Principal, premium, if any, and interest on the
Notes shall be payable in Dollars.



     SECTION 2.8. REGISTERED SECURITIES; GLOBAL FORM. The Notes shall be
issuable and transferable in fully registered form, without coupons. The Notes
shall each be issued in the form of one or more permanent Global Securities.
The Depositary for the Notes shall be The Depository Trust Company. The Notes
shall not be issuable in definitive form except as provided in Section 2.03 of
the Senior Indenture.



     SECTION 2.9. FORM OF NOTES. The Notes shall be substantially in the
form attached as Exhibit A hereto.



     SECTION 2.10. REGISTRAR AND PAYING AGENT. The Trustee shall initially
serve as Debt Security Registrar and Paying Agent for the Notes.



     SECTION 2.11. EVENTS OF DEFAULT. In addition to the Events of Default
specified in Section 8.01 of the Senior Indenture, the following shall
constitute an Event of Default with respect to the Notes:




     “default by the Company in the payment of any principal of any
Funded Debt of the Company outstanding in an aggregate principal amount
in excess of $50,000,000 at the final stated maturity thereof or the
occurrence of any other default thereunder, the effect of which default
is to cause such Funded Debt to become, or to be declared, due prior to
its final stated maturity if (A) such default in payment is not cured, by
payment or otherwise, within 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal
amount of the outstanding Notes a written notice specifying such default
and requiring it to be remedied and stating that such notice is a “Notice
of Default” under the Indenture (a “Notice of Default”), and the receipt
by the Company of such Notice of Default or (B) the acceleration is not
rescinded or annulled or the default that caused the acceleration is not
cured with 60 days after the receipt by the Company of such Notice of
Default.”



ARTICLE THREE




MISCELLANEOUS PROVISIONS




     SECTION 3.1. RATIFICATION OF SENIOR INDENTURE. Except as expressly
modified or amended hereby, the Senior Indenture continues in full force and
effect and is in all respects confirmed and preserved.



     SECTION 3.2 GOVERNING LAW. This Supplemental Indenture and each Note
shall be governed by and construed in accordance with the laws of the State of
New York. This



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Supplemental Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended and shall, to the extent applicable, be governed by
such provisions.



     SECTION 3.3. COUNTERPARTS. This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.



     SECTION 3.4. RECITALS. The recitals contained herein shall be taken as
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.



[signature page follows]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.

	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	/s/ Brian J. Jennings
 	 
	 	 	Name:  	Brian J. Jennings 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	THE BANK OF NEW YORK,

as Trustee

 	 
	 	By:  	/s/ Van K. Brown
 	 
	 	 	Name:  	Van K. Brown 	 
	 	 	Title:  	Vice President 	 
	 





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Exhibit A to

Supplement Indenture No. 2.




     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.



DEVON ENERGY CORPORATION




2.750% Senior Note Due 2006




			
	 	 	 
	Registered No.           
	 	PRINCIPAL AMOUNT
	CUSIP NO. 25179M AF 0
	 	$                   







     DEVON ENERGY CORPORATION, a Delaware corporation (herein referred to as
the “Company” which term includes any successor entity under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to                    , or registered assigns, upon presentation, the principal sum
of $                    on August 1, 2006 (the “Stated Maturity Date”) and to pay
interest thereon from August 4, 2003 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in
arrears on February 1 and August 1 of each year (each, an “Interest Payment
Date”), commencing February 1, 2004, at the rate of 2.750% per annum, until the
principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Holder in whose name this Debt
Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the January 15 and July 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date at the office or agency of the
Company maintained for such purpose; PROVIDED, HOWEVER, that such interest may
be paid, at the Company’s option, by mailing a check to such Holder at its
registered address; PROVIDED, FURTHER, that if this Debt Security is a Global
Security, such interest shall be paid in immediately available funds to the
Depositary or its nominee, as the case may be, as the Holder of this Debt
Security. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and



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may be paid to the Holder in whose name this Debt Security (or one or more
Predecessor Debt Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Debt Securities of
this series not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months.



     The principal of this Debt Security payable on the Stated Maturity Date or
the principal of, premium, if any, and, if the Redemption Date is not an
Interest Payment Date, interest on this Security payable on the Redemption Date
will be paid against presentation of this Debt Security at the office or agency
of the Company maintained for that purpose in New York, New York in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.



     Interest payable on this Debt Security on any Interest Payment Date and on
the Stated Maturity Date or Redemption Date, as the case may be, will include
interest accrued from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including August 4, 2003, if no interest has been paid on this Debt Security)
to but excluding such Interest Payment Date or the Stated Maturity Date or
Redemption Date, as the case may be. If any Interest Payment Date or the
Stated Maturity Date or Redemption Date falls on a day that is not a Business
Day, principal, premium, if any, and/or interest payable with respect to such
Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be, will be paid on the next succeeding Business Day with the same force
and effect as if it were paid on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be.



     All payments of principal, premium, if any, and interest in respect of
this Debt Security will be made by the Company in immediately available funds.



     Reference is hereby made to the further provisions of this Debt Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.



     Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature of one of its authorized signatories, this Debt
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by one of its duly authorized officers.



     Dated:                    

	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





     TRUSTEE’S CERTIFICATE OF AUTHENTICATION:



     This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.



     Dated:                    

	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 





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[Reverse of Security]




DEVON ENERGY CORPORATION




     This Debt Security is one of a duly authorized issue of securities of the
Company (herein called the “Debt Securities”), issued and to be issued in one
or more series under an Indenture, dated as of March 1, 2002, as supplemented
by Supplemental Indenture No. 2, dated as of August 4, 2003 (as so
supplemented, herein called the “Indenture”) between the Company and The Bank
of New York, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture with respect to the series of which this
Debt Security is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Debt Securities, and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. This Debt
Security is one of the duly authorized series of Debt Securities designated on
the face hereof, and the aggregate principal amount of the Debt Securities to
be issued under such series is initially limited to $500,000,000, subject to
the Company’s right to increase such limit as provided in the Indenture (except
for Debt Securities authenticated and delivered upon transfer of, or in
exchange for, or in lieu of other Debt Securities). All terms used in this
Debt Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     If an Event of Default, as defined in the Indenture, with respect to the
Debt Securities of this series, shall occur and be continuing, the principal
amount of the Debt Securities of this series and interest accrued thereon may
be declared due and payable in the manner and with the effect provided in the
Indenture.



     This Debt Security will be redeemable, in whole or in part, at any time,
at the Company’s option, at a redemption price equal to the greater of (1) 100%
of the principal amount of this Debt Security then Outstanding to be redeemed,
or (2) the sum of the present values of the remaining scheduled payments of
principal and interest hereon (exclusive of interest accrued to the Redemption
Date) from the Redemption Date to the Stated Maturity Date computed by
discounting such payments to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at a rate equal to
the sum of 15 basis points plus the Adjusted Treasury Rate on the third
Business Day prior to the Redemption Date, as calculated by an Independent
Investment Banker, plus, in each case, accrued and unpaid interest, up to, but
not including the Redemption Date.



     Notice of redemption will be given by mail to Holders of Debt Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.



     This Debt Security may be redeemed in part only in multiples of $1,000 in
principal amount. In the event of redemption of this Debt Security in part
only, a new Debt Security or Debt Securities for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.



     The Indenture permits, with certain exceptions as provided therein, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the



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Holders of the Debt Securities under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities issued under
the Indenture at the time Outstanding and directly affected thereby. The
Indenture also contains provisions permitting the Holders of not less than a
majority of the aggregate principal amount of the Outstanding Debt Securities,
on behalf of the Holders of all such securities, to waive compliance by the
Company with certain provisions of the Indenture. Furthermore, provisions in
the Indenture permit the Holders of not less than a majority of the aggregate
principal amount, in certain instances, of the Outstanding Debt Securities of
any series to waive, on behalf of all of the Holders of Debt Securities of such
series, certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Debt Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Debt Security
and other Debt Securities issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Debt Security.



     No reference herein to the Indenture and no provision of this Debt
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Debt Security at the times, places and rate, and
in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Debt Security is registrable in the
Debt Security Register of the Company upon surrender of this Debt Security for
registration of transfer at the office or agency of the Company in any place
where the principal of, premium, if any, and interest on this Debt Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer,
in form satisfactory to the Company and the Debt Security Registrar, duly
executed by the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Debt Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Debt Security is exchangeable for a like aggregate
principal amount of Debt Securities of different authorized denominations but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.



     The Debt Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.



     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



     Prior to due presentment of this Debt Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debt Security is registered as the
owner hereof for all purposes, whether or not this Debt Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



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     No recourse shall be had for the payment of the principal of or premium,
if any, or the interest on this Debt Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any past, present or future
stockholder, employee, officer or director, as such, of the Company or of any
successor, either directly or through the Company or any successor, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.



     The Indenture and the Debt Securities shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.



     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to
be printed on the Debt Securities of this series as a convenience to the
Holders of such Debt Securities. No representation is made as to the
correctness or accuracy of such CUSIP numbers as printed on the Debt
Securities, and reliance may be placed only on the other identification numbers
printed hereon.



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ASSIGNMENT FORM




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto








(Please Print or Type Name and Address Including Zip Code of Assignee)



the within Debt Security of Devon Energy Corporation and hereby does
irrevocably constitute and appoint                                                          
Attorney to transfer said security on the books of the within-named Corporation
with full power of substitution in the premises.








(Please Insert Social Security or Other Identifying Number of Assignee)




Dated:                                       




	 	 	 
	 
	 	

	 	 	 
	 
	 	







SIGNATURE OF GUARANTEE




     Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of The Bank of New York, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
The Bank of New York in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934 as amended.



     NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Debt Security in every particular,
without alteration or enlargement of any change whatever.




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