exv4w4



 







Exhibit 4.4




AMENDMENT TO RIGHTS AGREEMENT




     This AMENDMENT, dated as of August 1, 2006, to the Rights Agreement (as defined below) is by
and between Devon Energy Corporation (the “Company”) and UMB Bank, n.a. (“UMB”), as successor
Rights Agent.



     WHEREAS, the Company entered into a Rights Agreement, dated as of August 17, 1999, as amended
May 25, 2000, October 4, 2001 and September 13, 2002 (as heretofore amended, the “Rights
Agreement”), with Fleet National Bank (f/k/a BankBoston, N.A.) as the initial rights agent;



     WHEREAS, by the amendment to the Rights Agreement dated September 13, 2002, Wachovia Bank,
N.A., was appointed rights agent and was serving immediately prior to this Amendment (the
“Predecessor Agent”)



     WHEREAS, the Company has given the Predecessor Agent proper notice of removal as rights agent
under Section 21 of the Rights Agreement and desires to appoint UMB as the successor rights agent
under the Rights Agreement; and



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof;



     NOW, THEREFORE, the Company and UMB hereby agree as follows, and the Rights Agreement is
hereby amended as follows:



     1. The Company appoints UMB, and UMB accepts such appointment, as successor rights agent under
the Rights Agreement, to serve in that capacity for the consideration and subject to all of the
terms and conditions of the Rights Agreement.



     2. UMB represents that it is, or is an affiliate of, a corporation or trust company organized
and doing business under the laws of the United States, in good standing, which is authorized under
such laws to exercise corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and has, as of the date hereof, a combined capital and
surplus of at least $100,000,000.



     3. From and after the date hereof, all references in the Rights Agreement (including the
exhibits thereto) to the Predecessor Agent or to the “Rights Agent” shall be deemed to be
references to UMB.



     4. The notice address of the Rights Agent set forth in Section 26 of the Rights
Agreement is deleted in its entirety and replaced with the following:


UMB Bank, n.a.

2401 Grand Blvd., Suite 200

Kansas City, Missouri 64108

Attention: Corporate Trust




 









 





     IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent
as of the day and year first above written.



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	/s/ Marian J. Moon
 	 
	 	Name:  	Marian J. Moon 
	 	Title:  	Senior Vice President 
	 
	 	UMB BANK, n.a.

(as Rights Agent)

 	 
	 	By:  	/s/ Mark B. Flannagan
 	 
	 	Name:  	Mark B. Flannagan 
	 	Title:  	Vice President 
	 




     I, Janice A. Dobbs, Secretary of Devon Energy Corporation, hereby certify that Marian J. Moon
is a Senior Vice President of Devon Energy Corporation and the signature appearing above is her
genuine signature.



	 	 	 	 	 
	 	 	 
	Dated: August 1, 2006 	/s/ Janice A. Dobbs
 	 
	 	Janice A. Dobbs 	 
	 	Secretary