<PAGE>
                                                                     EXHIBIT 4.7





================================================================================




                      DEVON FINANCING CORPORATION, U.L.C.,
                                    as Issuer

                            DEVON ENERGY CORPORATION,
                                  as Guarantor

                                       and

                            THE CHASE MANHATTAN BANK,
                                   as Trustee

                                    INDENTURE

                           Dated as of October 3, 2001

                              SERIES A and SERIES B

                                 $1,750,000,000

                              6.875% NOTES DUE 2011

                                 $1,250,000,000

                           7.875% DEBENTURES DUE 2031




================================================================================



<PAGE>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
TIA Section                                                                           Indenture Section
-----------                                                                           -----------------
<S>                                                                                   <C>
310(a)(1).............................................................................6.10
   (a)(2).............................................................................6.10
   (a)(3).............................................................................N.A.
   (a)(4).............................................................................N.A.
   (a)(5).............................................................................6.10
   (b)................................................................................6.10; 7.01(b)
   (c)................................................................................N.A.
311(a)................................................................................6.11
   (b)................................................................................6.11
   (c)................................................................................N.A.
312(a)................................................................................2.05
   (b)................................................................................11.03
   (c)................................................................................11.03
313(a)................................................................................6.06
   (b)................................................................................6.06
   (c)................................................................................6.06
   (d)................................................................................6.06
314(a)................................................................................3.03
   (b)................................................................................N.A.
   (c)(1).............................................................................11.04
   (c)(2).............................................................................11.04
   (c)(3).............................................................................N.A.
   (d)................................................................................N.A.
   (e)................................................................................11.05
   (f)................................................................................N.A.
315(a)................................................................................6.01(b)
   (b)................................................................................6.05
   (c)................................................................................6.01(a)
   (d)................................................................................6.01(c)
   (e)................................................................................5.11
316(a)(last sentence).................................................................2.09
   (a)(1)(A)..........................................................................5.05
   (a)(1)(B)..........................................................................5.04
   (a)(2).............................................................................N.A.
   (b)................................................................................5.07
   (c)................................................................................8.04
317(a)(1).............................................................................5.08
   (a)(2).............................................................................5.09
   (b)................................................................................2.04
318(a)................................................................................11.01
</Table>

N.A. means not applicable

* This Cross-Reference Table is not part of this Indenture



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                           Page
                                                                                                           ----
<S>                    <C>                                                                                 <C>
                                                    ARTICLE I

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.          Definitions............................................................................1
SECTION 1.02.          Other Definitions.....................................................................11
SECTION 1.03.          Incorporation by Reference of Trust Indenture Act.....................................11
SECTION 1.04.          Rules of Construction.................................................................12

                                                   ARTICLE II

                                                 THE SECURITIES

SECTION 2.01.          Form and Dating.......................................................................12
SECTION 2.02.          Execution and Authentication..........................................................14
SECTION 2.03.          Registrar and Paying Agent............................................................15
SECTION 2.04.          Paying Agent to Hold Money in Trust...................................................16
SECTION 2.05.          Holder Lists..........................................................................16
SECTION 2.06.          Transfer and Exchange.................................................................16
SECTION 2.07.          Replacement Securities................................................................32
SECTION 2.08.          Outstanding Securities................................................................32
SECTION 2.09.          Treasury Securities...................................................................33
SECTION 2.10.          Temporary Securities..................................................................33
SECTION 2.11.          Cancellation..........................................................................33
SECTION 2.12.          Defaulted Interest....................................................................34
SECTION 2.13.          Persons Deemed Owners.................................................................34
SECTION 2.14.          CUSIP Numbers.........................................................................34

                                                   ARTICLE III

                                                    COVENANTS

SECTION 3.01.          Payment of Securities.................................................................34
SECTION 3.02.          Maintenance of Office or Agency.......................................................35
SECTION 3.03.          SEC Reports; Financial Statements.....................................................36
SECTION 3.04.          Compliance Certificate................................................................36
SECTION 3.05.          Corporate Existence...................................................................37
SECTION 3.06.          Waiver of Stay, Extension or Usury Laws...............................................37
SECTION 3.07.          Limitation on Liens...................................................................38
SECTION 3.08.          Payment of Additional Amounts.........................................................40
</Table>



                                       -i-
<PAGE>

<Table>
<Caption>
                                                                                                           Page
                                                                                                           ----
<S>                    <C>                                                                                 <C>
                                                   ARTICLE IV

                                         CONSOLIDATION, MERGER AND SALE

SECTION 4.01.          Limitation on Mergers and Consolidations..............................................42
SECTION 4.02.          Successors Substituted................................................................43
SECTION 4.03.          Assignment of Company's Obligations...................................................43

                                                    ARTICLE V

                                              DEFAULTS AND REMEDIES

SECTION 5.01.          Events of Default.....................................................................44
SECTION 5.02.          Acceleration..........................................................................46
SECTION 5.03.          Other Remedies........................................................................47
SECTION 5.04.          Waiver of Existing Defaults...........................................................48
SECTION 5.05.          Control by Majority...................................................................48
SECTION 5.06.          Limitations on Suits..................................................................49
SECTION 5.07.          Rights of Holders to Receive Payment..................................................49
SECTION 5.08.          Collection Suit by Trustee............................................................49
SECTION 5.09.          Trustee May File Proofs of Claim......................................................50
SECTION 5.10.          Priorities............................................................................50
SECTION 5.11.          Undertaking for Costs.................................................................51

                                                   ARTICLE VI

                                                     TRUSTEE

SECTION 6.01.          Duties of Trustee.....................................................................51
SECTION 6.02.          Rights of Trustee.....................................................................52
SECTION 6.03.          Individual Rights of Trustee..........................................................54
SECTION 6.04.          Trustee's Disclaimer..................................................................54
SECTION 6.05.          Notice of Defaults....................................................................54
SECTION 6.06.          Reports by Trustee to Holders.........................................................54
SECTION 6.07.          Compensation and Indemnity............................................................55
SECTION 6.08.          Replacement of Trustee................................................................56
SECTION 6.09.          Successor Trustee by Merger, etc......................................................57
SECTION 6.10.          Eligibility; Disqualification.........................................................57
SECTION 6.11.          Preferential Collection of Claims Against Company.....................................57
</Table>



                                      -ii-
<PAGE>

<Table>
<Caption>
                                                                                                           Page
                                                                                                           ----
<S>                    <C>                                                                                 <C>
                                                   ARTICLE VII

                                             DISCHARGE OF INDENTURE

SECTION 7.01.          Termination of Company's Obligations..................................................58
SECTION 7.02.          Application of Trust Money............................................................62
SECTION 7.03.          Repayment to Company..................................................................62
SECTION 7.04.          Reinstatement.........................................................................62

                                                  ARTICLE VIII

                                                   AMENDMENTS

SECTION 8.01.          Without Consent of Holders............................................................63
SECTION 8.02.          With Consent of Holders...............................................................65
SECTION 8.03.          Compliance with Trust Indenture Act...................................................66
SECTION 8.04.          Revocation and Effect of Consents.....................................................66
SECTION 8.05.          Notation on or Exchange of Securities.................................................67
SECTION 8.06.          Trustee to Sign Amendments, etc.......................................................67

                                                   ARTICLE IX

                                            GUARANTEES OF SECURITIES

SECTION 9.01.          Unconditional Guarantees..............................................................68
SECTION 9.02.          Execution and Delivery of Notation of Guarantees......................................71

                                                    ARTICLE X

                                                   REDEMPTION

SECTION 10.01.         Notices to Trustee....................................................................71
SECTION 10.02.         Selection of Securities to be Redeemed................................................71
SECTION 10.03.         Notices to Holders....................................................................72
SECTION 10.04.         Effect of Notices of Redemption.......................................................73
SECTION 10.05.         Deposit of Redemption Price...........................................................73
SECTION 10.06.         Securities Redeemed in Part...........................................................73
SECTION 10.07.         Optional Redemption...................................................................73
</Table>



                                      -iii-
<PAGE>

<Table>
<Caption>
                                                                                                           Page
                                                                                                           ----
<S>                    <C>                                                                                 <C>
                                                   ARTICLE XI

                                                  MISCELLANEOUS

SECTION 11.01.         Trust Indenture Act Controls..........................................................74
SECTION 11.02.         Notices...............................................................................74
SECTION 11.03.         Communication by Holders with Other Holders...........................................76
SECTION 11.04.         Certificate and Opinion as to Conditions Precedent....................................76
SECTION 11.05.         Statements Required in Certificate or Opinion.........................................76
SECTION 11.06.         Rules by Trustee and Agents...........................................................77
SECTION 11.07.         Legal Holidays........................................................................77
SECTION 11.08.         No Recourse Against Others............................................................77
SECTION 11.09.         Governing Law.........................................................................77
SECTION 11.10.         Consent to Jurisdiction and Service of Process........................................77
SECTION 11.11.         Waiver of Immunity....................................................................78
SECTION 11.12.         Judgment Currency.....................................................................78
SECTION 11.13.         No Adverse Interpretation of Other Agreements.........................................79
SECTION 11.14.         Successors............................................................................79
SECTION 11.15.         Severability..........................................................................79
SECTION 11.16.         Counterpart Originals.................................................................79
SECTION 11.17.         Table of Contents, Headings, etc......................................................79
SECTION 11.18.         Mitchell Restructuring Event..........................................................79
</Table>

                                                    EXHIBITS

<Table>
<S>                 <C>                                                                                     <C>
EXHIBIT A        -  Form of 10-Year Security................................................................A-1
EXHIBIT B        -  Form of 30-Year Security................................................................B-1
EXHIBIT C        -  Form of Certificate of Transfer.........................................................C-1
EXHIBIT D        -  Form of Certificate of Exchange.........................................................D-1
</Table>



                                      -iv-
<PAGE>

                  INDENTURE dated as of October 3, 2001 among Devon Financing
Corporation, U.L.C., an unlimited liability company organized under the laws of
the province of Nova Scotia, Canada (the "Company"), Devon Energy Corporation, a
Delaware corporation (the "Guarantor"), and The Chase Manhattan Bank, as trustee
(the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's
(i) 6.875% Series A Notes due 2011 (the "Series A 10-Year Securities") and
6.875% Series B Notes due 2011 (the "Series B 10-Year Securities" and together
with the Series A 10-Year Securities, the "10-Year Securities") and (ii) 7.875%
Series A Debentures due 2031 (the "Series A 30-Year Securities") and 7.875%
Series B Debentures due 2031 (the "Series B 30-Year Securities" and together
with the Series A 30-Year Securities, the "30-Year Securities"). The Series A
10-Year Securities and the Series A 30-Year Securities are collectively referred
to herein as the "Series A Securities," and the Series B 10-Year Securities and
the Series B 30-Year Securities are collectively referred to herein as the
"Series B Securities."


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01. Definitions.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such specified Person. For purposes of this definition,
"control" of a Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing. The Trustee may
request and may conclusively rely upon an Officers' Certificate to determine
whether any Person is an Affiliate of any specified Person.

                  "Agent" means any Registrar or Paying Agent.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Security, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Bankruptcy Law" means Title 11, U.S. Code, the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or
any similar U.S. or Canadian Federal, State, provincial or foreign law for the
relief of debtors.


<PAGE>
                                      -2-


                  "Board of Directors" of any Person means the board of
directors, board of managers (or other comparable governing body) of such Person
or any committee thereof duly authorized, with respect to any particular matter,
to act by or on behalf of the board of directors of such Person.

                  "Business Day" means any day that is not a Legal Holiday.

                  "Capital Interests" means, with respect to any Person, any and
all shares, interests, participations, rights or other equivalents (however
designated) of such Person's equity, including, without limitation (i) with
respect to partnerships, partnership interests (whether general or limited),
(ii) with respect to limited liability companies, member interests, and (iii)
any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of,
such Person.

                  "Clearstream" means Clearstream Banking, S.A.

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Consolidated Net Tangible Assets" means, calculated as of the
date of the financial statements for the most recently ended fiscal quarter or
fiscal year, as applicable, prior to the date of determination, the aggregate
amount of assets of the Parent and its consolidated Subsidiaries, less
applicable reserves and other properly deductible items but including
investments in non-consolidated entities, after deducting therefrom:

                  (1) all current liabilities, excluding any portion thereof
         constituting Funded Debt by reason of being renewable or extendible at
         the option of the obligor beyond 12 months from the date of
         determination; and

                  (2) all goodwill, trade names, trademarks, patents,
         unamortized debt discount and expenses and other like intangibles, all
         as set forth on a consolidated balance sheet of the Parent and its
         consolidated Subsidiaries and computed in accordance with GAAP.

                  "Corporate Trust Office of the Trustee" means the office of
the Trustee at which the corporate trust business of the Trustee shall be
principally administered, which office shall initially be located at the address
of the Trustee specified in Section 11.02 and may be located at such other
address as the Trustee may give notice to the Company and the Holders or such
other address as a successor Trustee may designate from time to time by notice
to the Company and the Holders.


<PAGE>
                                      -3-


                  "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

                  "Definitive Security" means a certificated Security registered
in the name of the Holder thereof and issued in accordance with Section 2.06, in
the form of Exhibit A or B, except that such Security shall not bear the Global
Security Legend and shall not have the "Schedule of Exchanges of Securities"
attached thereto.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                  "Distribution Compliance Period" means the "distribution
compliance period" as defined in Regulation S.

                  "Euroclear" means Euroclear Bank, S.A.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

                  "Exchange Offer" means the offer that may be made by the
Company pursuant to the Registration Rights Agreement to exchange each series of
the Series B Securities for the corresponding series of Series A Securities.

                  "Exchange Offer Registration Statement" means a registration
statement under the Securities Act relating to an Exchange Offer, including the
related prospectus.

                  "Funded Debt" means all Debt of the Parent or any of its
Subsidiaries for money borrowed which is not by its terms subordinated in right
of payment to the prior payment in full of the Securities or to the Guarantor's
full and unconditional guarantee in respect thereof, as applicable, having a
maturity of more than 12 months from the date as of which the amount thereof is
to be determined or having a maturity of fewer than 12 months but by its terms
being (1) renewable or extendible beyond 12 months from such date at the option
of the obligor; or (2) issued in connection with a commitment by a bank or other
financial institution to lend so that the indebtedness is treated as though it
had a maturity in excess of 12 months pursuant to GAAP.

                  "GAAP" means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the


<PAGE>
                                      -4-


Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession
of the United States, as in effect from time to time.

                  "Global Securities" means, individually and collectively, each
of the Restricted Global Securities and the Unrestricted Global Securities, in
the form of Exhibit A or B, respectively, issued in accordance with Section
2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f).

                  "Global Security Legend" means the legend set forth in Section
2.06(g)(ii) which is required to be placed on all Global Securities issued under
this Indenture.

                  "Guarantor" means the Person named as the "Guarantor" in the
first paragraph of this instrument and such other Person as may become a
"Guarantor" hereunder pursuant to Section 11.18, in each case until a successor
Person shall have assumed the obligations of such Person pursuant to the
applicable provisions of this Indenture, and thereafter "Guarantor" shall mean
such successor Person(s).

                  "Holder" means a Person in whose name a Security is
registered.

                  "Indebtedness" means any indebtedness for money borrowed or
representing the deferred purchase price of property or assets purchased.

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Security through a Participant.

                  "Initial Purchasers" means the initial purchasers named in the
Purchase Agreement, as initial purchasers of the Series A Securities in the
Offering.

                  "Interest Payment Date" has the meaning assigned to such term
in the Securities.

                  "Issue Date" means the first date on which the Series A
Securities are issued under this Indenture.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in any of New York, New York, Oklahoma City, Oklahoma,
Houston, Texas or a place of payment are authorized or obligated by law,
regulation or executive order to remain closed.


<PAGE>
                                      -5-


                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Securities for use by
such Holders in connection with the Exchange Offer.

                  "Liquidated Damages" has the meaning given to such term in the
Registration Rights Agreement.

                  "Maturity," when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity, by declaration of acceleration, call for redemption or otherwise.

                  "Mortgage" means and includes any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Offering" means the offering of the Original Securities
pursuant to the Offering Memorandum.

                  "Offering Memorandum" means the Confidential Offering
Memorandum of the Company, dated September 28, 2001, relating to the Offering.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, any Vice Chairman of the Board, any Vice President, the
Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of
a Person.

                  "Officers' Certificate" means a certificate signed by two
Officers of a Person, one of whom must be the Person's Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer, Senior Vice President or Vice
President.

                  "Offshore" means the lands beneath the navigable waters of the
United States or Canada, or the continental shelf of the United States or
Canada.

                  "144A Global Security" means a global Security in the form of
Exhibit A or B hereto bearing the Global Security Legend, the Private Placement
Legend and the 144A Security Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that will be issued in
a denomination equal to the outstanding principal amount of the Securities sold
in reliance on Rule 144A.


<PAGE>
                                      -6-


                  "144A Security Legend" means the legend set forth in Section
2.06(g)(iv) which is required to be placed on all Series A Securities that are
144A Global Securities or Definitive Securities sold to QIBs pursuant to Rule
144A.

                  "Parent" means Devon Energy Corporation, a Delaware
corporation, or such other Person as may become the "Parent" hereunder pursuant
to Section 4.01, 4.02 or 11.18.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Company, the Guarantor or the Trustee.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "Participating Broker-Dealer" means any broker-dealer that is
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of
Series B Securities received by such broker-dealer in the Exchange Offer.

                  "Person" means any individual, corporation, partnership,
limited liability company, limited or general partnership, joint venture,
incorporated or unincorporated association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.

                  "Principal Property" means any oil, gas or mineral producing
property, or any refining, processing, smelting or manufacturing facility
located in the United States, Canada or Offshore, other than: (1) property
employed in transportation, distribution or marketing; (2) information and
electronic data processing equipment; or (3) any property that, in the opinion
of the Board of Directors of the Parent, is not materially important to the
total business conducted by the Parent and its Subsidiaries as an entirety.

                  "Private Exchange" means the offer by the Company, pursuant to
the Registration Rights Agreement, to the Initial Purchasers to issue and
deliver to the Initial Purchasers, in exchange for the Original Securities held
by the Initial Purchasers, as part of their initial distribution, a like
aggregate principal amount of Private Exchange Securities.

                  "Private Exchange Securities" means the Series B Securities to
be issued pursuant to this Indenture to the Initial Purchasers in a Private
Exchange.

                  "Private Placement Legend" means the legend set forth in
Section 2.06(g)(i) which is required to be placed on all Series A Securities
issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.


<PAGE>
                                      -7-


                  "Purchase Agreement" means the Purchase Agreement, dated as of
September 28, 2001, among the Company, the Devon Energy Corporation, a Delaware
corporation, and the Initial Purchasers.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price" means the price at which the Securities may
be redeemed, as set forth in paragraphs 4 and 5 of the form of Securities, as
applicable.

                  "Registration Rights Agreement" means that certain
Registration Rights Agreement, dated as of October 3, 2001, among the Company,
Devon Energy Corporation, a Delaware Corporation, and the Initial Purchasers
relating to the Securities.

                  "Regulation S" means Regulation S promulgated under the
Securities Act, as such may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.

                  "Regulation S Global Security" means a Regulation S Temporary
Global Security or Regulation S Permanent Global Security, as appropriate.

                  "Regulation S Permanent Global Security" means a permanent
global Security in the form of Exhibit A or B hereto bearing the Global Security
Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Security upon expiration of the Distribution Compliance Period.

                  "Regulation S Temporary Global Security" means a temporary
global Security in the form of Exhibit A or B hereto bearing the Global Security
Legend, the Private Placement Legend and the Regulation S Temporary Global
Security Legend and deposited with or on behalf of and registered in the name of
the Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Securities initially sold in reliance on Rule 903 of
Regulation S.

                  "Regulation S Temporary Global Security Legend" means the
legend set forth in Section 2.06(g)(iii) which is required to be placed on all
Regulation S Temporary Global Securities issued under this Indenture.


<PAGE>
                                      -8-


                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Definitive Security" means a Definitive Security
bearing the Private Placement Legend.

                  "Restricted Global Security" means a Global Security bearing
the Private Placement Legend.

                  "Restricted Securities" means "restricted securities" as
defined in Rule 144(a)(3) under the Securities Act; provided that the Trustee
shall be entitled to request and conclusively rely upon an Opinion of Counsel
with respect to whether any Security is a Restricted Security.

                  "Restricted Subsidiary" means the Company and any other
Subsidiary of the Guarantor: (1) a substantial portion of the property of which
is located, or a substantial portion of the business of which is carried on,
within the United States, Canada or Offshore; (2) that owns or leases under a
capital lease any Principal Property; and (3) that has a Stockholders' Equity
exceeding 2% of Consolidated Net Tangible Assets.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC providing for offers
and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of the issuer of such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


<PAGE>
                                      -9-


                  "Rule 904" means Rule 904 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Series A Securities and the Series B
Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
and any successor statute.

                  "Securities Custodian" means the Trustee, as custodian with
respect to the Securities in global form, or any successor entity thereto.

                  "Series A Securities" has the meaning set forth in the second
paragraph of this instrument.

                  "Series B Securities" has the meaning set forth in the second
paragraph of this instrument.

                  "Shelf Registration" means the shelf registration pursuant to
a Shelf Registration Statement.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Stated Maturity" means, with respect to any Security, the
date specified in such Security as the fixed date on which the principal of such
Security is due and payable.

                  "Stockholders' Equity" means, with respect to any corporation,
partnership, joint venture, association, joint stock company, limited liability
company, unlimited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof, stockholders'
equity, as computed in accordance with GAAP.

                  "Subsidiary" of any Person means any corporation, association
or other business entity of which more than 50% of the total voting power of the
Capital Interests of such Person entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof or, in the case of a partnership, more than 50% of the partners' Capital
Interests (considering all partners' Capital Interests as a single class), is at
the time owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of such Person or a combination thereof.


<PAGE>
                                      -10-


                  "Taxes" means any tax, duty, levy, impost, assessment or other
governmental charge of whatever nature imposed or levied by or on behalf of the
Government of Canada or of any province or territory thereof or by an authority
or agency therein or thereof having the power to tax, including any interest,
penalties or other charges in respect thereof.

                  "10-Year Securities" has the meaning set forth in the second
paragraph of this instrument.

                  "30-Year Securities" has the meaning set forth in the second
paragraph of this instrument.

                  "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb), as in effect on the Issue Date.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean the successor serving hereunder.

                  "U.S. Government Obligations" means direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged.

                  "U.S. Person" means a "U.S. person" as defined in Rule 902(k)
under the Securities Act.

                  "Unrestricted Definitive Security" means a Definitive Security
that does not bear and is not required to bear the Private Placement Legend.

                  "Unrestricted Global Security" means a permanent global
Security in the form of Exhibit A or B attached hereto that bears the Global
Security Legend and that has the "Schedule of Exchanges of Securities" attached
thereto and that is deposited with or on behalf of and registered in the name of
the Depositary, representing a series of Securities that do not bear the Private
Placement Legend.


<PAGE>
                                      -11-


SECTION 1.02. Other Definitions.

<Table>
<Caption>
                                                                              Defined in
                                    Term                                        Section
                                    ----                                      ----------
<S>                                                                           <C>
"Additional Amounts"....................................................      3.08
"Agent Members".........................................................      2.01(b)
"Authorized Agent" .....................................................      11.10
"Covenant Defeasance" ..................................................      7.01(c)
"Devon HoldCo" .........................................................      11.18
"Debt"..................................................................      3.07
"DTC"...................................................................      2.03
"Event of Default"......................................................      5.01
"Excluded Holder".......................................................      3.08
"Guarantees"............................................................      9.01(a)
"Indenture Obligations".................................................      9.01(a)
"Judgment Currency".....................................................      11.12
"Mitchell Restructuring Event" .........................................      11.18
"Original Securities"...................................................      2.02
"Paying Agent"..........................................................      2.03
"Registrar".............................................................      2.03
</Table>


SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company and
the Guarantor.

                  All other terms used in this Indenture, and not otherwise
defined herein, that are defined by the TIA, defined by a TIA reference to
another statute or defined by an SEC rule under the TIA have the meanings so
assigned to them.


<PAGE>
                                      -12-


SECTION 1.04. Rules of Construction.

                  Unless the context otherwise requires: (1) a term has the
meaning assigned to it; (2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP; (3) "or" is not exclusive; (4)
words in the singular include the plural, and in the plural include the
singular; (5) words implying any gender shall apply to all genders and (6)
provisions apply to successive events and transactions.


                                   ARTICLE II

                                 THE SECURITIES


SECTION 2.01. Form and Dating.

                  (a) General. The 10-Year Securities and the 30-Year
Securities, any notations thereon relating to the Guarantees and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A
and B, respectively, to this Indenture, the terms of which are hereby
incorporated into this Indenture. The Securities may have notations, legends or
endorsements required by law, securities exchange rule, the Company's
certificate of incorporation, memorandum of association, articles of
association, other organizational documents, agreements to which the Company is
subject, if any, or usage, provided that any such notation, legend or
endorsement is in a form acceptable to the Company. Each Security shall be dated
the date of its authentication. The Securities shall be in registered form
without coupons and only in denominations of $1,000 and any integral multiples
thereof. The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company, the Guarantor and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.

                  (b) Global Securities. Original Securities of any series
offered and sold (1) to QIBs in reliance on Rule 144A or (2) to Non-U.S. Persons
in reliance on Regulation S, in each case as provided in the Purchase Agreement,
shall be issued initially in the form of one or more Global Securities in
definitive, fully registered form without interest coupons and bearing the
Global Security Legend and Private Placement Legend, which shall be deposited on
behalf of the purchasers of the Original Securities represented thereby with the
Trustee, at its Houston, Texas office, as custodian for the Depositary (or with
such other custodian as the Depositary may direct), and registered in the name
of the Depositary or


<PAGE>
                                      -13-


a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee as
hereinafter provided. Any endorsement of a Global Security to reflect the amount
of any increase or decrease in the aggregate principal amount of outstanding
Securities represented thereby shall be made by the Trustee or the Securities
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as the
custodian of the Depositary or under such Global Security, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

                  (c) Temporary Global Securities. Securities offered and sold
in reliance on Regulation S shall be issued initially in the form of the
Regulation S Temporary Global Security and bearing the Regulation S Temporary
Global Security Legend, which shall be deposited on behalf of the purchasers of
the Securities represented thereby with the Trustee, at its Houston, Texas
office, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The
Distribution Compliance Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Clearstream certifying that they have
received certification of non-U.S. beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Security (except to the
extent of any beneficial owners thereof who acquired an interest therein during
the Distribution Compliance Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Security bearing a Private Placement Legend,
all as contemplated by Section 2.06(g)(i)), and (ii) an Officers' Certificate
from the Company. Following the termination of the Distribution Compliance
Period, beneficial interests in the Regulation S Temporary Global Security shall
be exchanged for beneficial interests in Regulation S Permanent Global
Securities pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Securities, the Trustee shall
cancel the Regulation S Temporary Global Security. The aggregate principal
amount of the Regulation S Temporary Global Security and the Regulation S
Permanent Global Securities may from time to time be increased or decreased by
adjustments made on the records of the


<PAGE>
                                      -14-


Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

                  (d) Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Cedel Bank (as adopted by Clearstream)
and any successor, alternative or additional procedures from time to time
adopted by Euroclear or Clearstream shall be applicable to transfers of
beneficial interests in the Regulation S Temporary Global Security and the
Regulation S Permanent Global Securities that are held by Participants through
Euroclear or Clearstream.

                  (e) Certificated Securities. Except as provided in this
Section 2.01 or Section 2.06, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of Definitive
Securities.

SECTION 2.02. Execution and Authentication.

                  One Officer of the Company shall sign the Securities on behalf
of the Company by manual or facsimile signature. The Company's seal may be (but
shall not be required to be) impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

                  If an Officer of the Company whose signature is on this
Indenture or a Security no longer holds that office at the time the Trustee
authenticates such Security or at any time thereafter, the Security shall be
valid nevertheless.

                  A Security shall not be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of an authorized signatory of the Trustee, which signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate (i) for original issue on the
Issue Date each of (A) the Series A 10-Year Securities in the aggregate
principal amount of $1,750,000,000 and (B) the Series A 30-Year Securities in
the aggregate principal amount of $1,250,000,000 (collectively, the "Original
Securities"), (ii) the Series B Securities for original issue, pursuant to an
Exchange Offer or Private Exchange, for a like principal amount of Series A
Securities and (iii) any amount of additional Securities specified by the
Company, in each case, upon a written order of the Company signed by one Officer
of the Company; provided, however, that no additional Securities may be issued
or guaranteed if a Default or Event of Default shall have occurred and be
continuing with respect to any series of the Securities. Such order shall
specify (a) the amount of the Securities of each series to be authenticated and
the date of


<PAGE>
                                      -15-


original issue thereof, and (b) whether the Securities are Series A Securities
or Series B Securities. The aggregate principal amount of Securities of any
series outstanding at any time may not exceed the aggregate principal amount of
Securities of such series authorized for issuance by the Company pursuant to one
or more written orders of the Company, except as provided in Section 2.07.
Subject to the foregoing, the aggregate principal amount of Securities of any
series that may be issued under this Indenture shall not be limited.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company, the Guarantor or any of their
respective Affiliates.

                  The 10-Year Securities and the 30-Year Securities shall each
be a single series for all purposes of this Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase.

SECTION 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or exchange
("Registrar") and an office or agency where Securities may be presented for
payment ("Paying Agent"). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Guarantor or any of its Subsidiaries may act as Paying Agent or Registrar.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to each Global Security.


<PAGE>
                                      -16-


SECTION 2.04. Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of or premium, if any, Liquidated Damages, if any,
Additional Amounts, if any, or interest on the Securities, whether such money
shall have been paid to it by the Company or the Guarantor, and will notify the
Trustee of any default by the Company or the Guarantor in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon payment
over to the Trustee and upon accounting for any funds disbursed, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no
further liability for the money. If the Company or a Subsidiary of the Company
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.05. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each Interest Payment Date, and at such other times
as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of Holders, and
the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06. Transfer and Exchange.

                  (a) Transfer and Exchange of Global Securities. A Global
Security may not be transferred as a whole except by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to
another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Securities will be exchanged by the Company for Definitive Securities if (i) the
Trustee receives notice from the Depositary that it is unwilling or unable to
continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 90 days after the date of such notice from
the Depositary or (ii) the Company in its sole discretion determines that the
Global Securities (in whole but not in part) should be exchanged for Definitive
Securities and delivers a written notice to such effect to the Trustee; provided
that in no event shall the Regulation S Temporary Global Security be exchanged
by the Company for Definitive Securities prior to (x) the expiration of the
Distribution Compliance Period and



<PAGE>
                                      -17-


(y) the receipt by the Registrar of any certificates required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Securities shall be issued in
such names as the Depositary shall instruct the Trustee. Global Securities also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10. Except as provided in this Section 2.06(a) and in Section 2.06(b)(ii)
and Section 2.06(c) for the exchange or transfer of Global Securities for
Definitive Securities, every Security authenticated and delivered in exchange
for, or in lieu of, a Global Security or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in
the form of, and shall be, a Global Security. A Global Security may not be
exchanged for another Security other than as provided in this Section 2.06(a);
however, beneficial interests in a Global Security may be transferred and
exchanged as provided in Section 2.06(b), (c) or (f).

                  (b) Transfer and Exchange of Beneficial Interests in the
Global Securities. The transfer and exchange of beneficial interests in the
Global Securities shall be effected through the Depositary, in accordance with
the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Securities also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                  (i) Transfer of Beneficial Interests in the Same Global
         Security. Beneficial interests in any Restricted Global Security may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Security in
         accordance with the transfer restrictions set forth in the Private
         Placement Legend; provided, however, that prior to the expiration of
         the Distribution Compliance Period, transfers of beneficial interests
         in the Temporary Regulation S Global Security may not be made to a U.S.
         Person or for the account or benefit of a U.S. Person. Beneficial
         interests in any Unrestricted Global Security may be transferred to
         Persons who take delivery thereof in the form of a beneficial interest
         in an Unrestricted Global Security. No written orders or instructions
         shall be required to be delivered to the Registrar to effect the
         transfers described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Securities. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Depositary either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Security in an amount
         equal to the beneficial interest to be transferred or


<PAGE>
                                      -18-


         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Security in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Security shall be
         registered to effect the transfer or exchange referred to in (1) above;
         provided that in no event shall Definitive Securities be issued upon
         the transfer or exchange of beneficial interests in the Regulation S
         Temporary Global Security prior to (x) the expiration of the
         Distribution Compliance Period and (y) the receipt by the Registrar of
         any certificates required pursuant to Rule 903 under the Securities
         Act. Upon consummation of an Exchange Offer by the Company in
         accordance with Section 2.06(f), the requirements of this Section
         2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Securities. Upon satisfaction of all of the requirements for
         transfer or exchange of beneficial interests in Global Securities
         contained in this Indenture and the Securities or otherwise applicable
         under the Securities Act, the Trustee shall adjust the principal amount
         of the relevant Global Security(s) pursuant to Section 2.06(h).

                  (iii) Transfer of Beneficial Interests to Another Restricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be transferred to a Person who takes delivery thereof in
         the form of a beneficial interest in another Restricted Global Security
         if the transfer complies with the requirements of Section 2.06(b)(ii)
         above and the Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Security, then the
                  transferor must deliver a certificate in the form of Exhibit C
                  hereto, including the certifications in item (1) thereof; and

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Security or the Regulation S Permanent Global Security, then
                  the transferor must deliver a certificate in the form of
                  Exhibit C hereto, including the certifications in item (2)
                  thereof.

                  (iv) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Security for Beneficial Interests in the Unrestricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be exchanged by any holder thereof for a beneficial
         interest in an Unrestricted Global Security or transferred to a Person
         who


<PAGE>
                                      -19-


         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security if the exchange or transfer complies with
         the requirements of Section 2.06(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal or
                  via the Depositary's book-entry system that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Securities or (3) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration in accordance with the Registration Rights
                  Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Security, a
                           certificate from such holder in the form of Exhibit
                           D, including the certifications in item (1)(a)
                           thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global
                           Security, a certificate from such holder in the form
                           of Exhibit C, including the certifications in item
                           (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
         or (D) above at a time when an Unrestricted Global Security has not yet
         been issued, the Company shall


<PAGE>
                                      -20-


         issue and, upon receipt of a written authentication order in accordance
         with Section 2.02, the Trustee shall authenticate one or more
         Unrestricted Global Securities in an aggregate principal amount equal
         to the aggregate principal amount of beneficial interests transferred
         pursuant to subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Security cannot
         be exchanged for, or transferred to Persons who take delivery thereof
         in the form of, a beneficial interest in a Restricted Global Security.

                  (c) Transfer or Exchange of Beneficial Interests for
         Definitive Securities.

                  (i) Beneficial Interests in Restricted Global Securities to
         Restricted Definitive Securities. If any holder of a beneficial
         interest in a Restricted Global Security proposes to exchange such
         beneficial interest for a Restricted Definitive Security or to transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of a Restricted Definitive Security, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Security proposes to exchange such
                  beneficial interest for a Restricted Definitive Security, a
                  certificate from such holder in the form of Exhibit D,
                  including the certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit C,
                  including the certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit C, including
                  the certifications in item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C, including the certifications in item (3)(a)
                  thereof;

                           (E) if such beneficial interest is being transferred
                  to the Parent or any of its Subsidiaries, a certificate to the
                  effect set forth in Exhibit C, including the certifications in
                  item (3)(b) thereof; or


<PAGE>
                                      -21-


                           (F) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C, including the certifications in item (3)(c)
                  thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Security to be reduced accordingly pursuant to
         Section 2.06(h), and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Security in the appropriate principal amount. Any Definitive
         Security issued in exchange for a beneficial interest in a Restricted
         Global Security pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive
         Securities to the Persons in whose names such Securities are so
         registered. Any Definitive Security issued in exchange for a beneficial
         interest in a Restricted Global Security pursuant to this Section
         2.06(c)(i) shall bear the Private Placement Legend and shall be subject
         to all restrictions on transfer contained therein.

                  (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C), a
         beneficial interest in the Regulation S Temporary Global Security may
         not be exchanged for a Definitive Security or transferred to a Person
         who takes delivery thereof in the form of a Definitive Security prior
         to (x) the expiration of the Distribution Compliance Period and (y) the
         receipt by the Registrar of any certificates required pursuant to Rule
         903(c)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

                  (iii) Beneficial Interests in Restricted Global Securities to
         Unrestricted Definitive Securities. A holder of a beneficial interest
         in a Restricted Global Security may exchange such beneficial interest
         for an Unrestricted Definitive Security or may transfer such beneficial
         interest to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Security only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Series B Securities or (3) a Person
                  who is an affiliate (as defined in Rule 144) of the Company;


<PAGE>
                                      -22-


                           (B) such transfer is effected pursuant to the Shelf
                  Registration in accordance with the Registration Rights
                  Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           exchange such beneficial interest for a Definitive
                           Security that does not bear the Private Placement
                           Legend, a certificate from such holder in the form of
                           Exhibit D, including the certifications in item
                           (1)(b) thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Security that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit C, including the certifications
                           in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iv) Beneficial Interests in Unrestricted Global Securities to
         Unrestricted Definitive Securities. If any holder of a beneficial
         interest in an Unrestricted Global Security proposes to exchange such
         beneficial interest for a Definitive Security or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of a Definitive Security, then, upon satisfaction of the conditions set
         forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate
         principal amount of the applicable Global Security to be reduced
         accordingly pursuant to Section 2.06(h), and the Company shall execute
         and the Trustee shall authenticate and deliver to the Person designated
         in the instructions a Definitive Security in the appropriate principal
         amount. Any Definitive Security issued in exchange for a beneficial
         interest pursuant to this Section 2.06(c)(iv) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant


<PAGE>
                                      -23-


         or Indirect Participant. The Trustee shall deliver such Definitive
         Securities to the Persons in whose names such Securities are so
         registered. Any Definitive Security issued in exchange for a beneficial
         interest pursuant to this Section 2.06(c)(iv) shall not bear the
         Private Placement Legend.

                  (d) Transfer and Exchange of Definitive Securities for
         Beneficial Interests.

                  (i) Restricted Definitive Securities to Beneficial Interests
         in Restricted Global Securities. If any Holder of a Restricted
         Definitive Security proposes to exchange such Security for a beneficial
         interest in a Restricted Global Security or to transfer such Restricted
         Definitive Securities to a Person who takes delivery thereof in the
         form of a beneficial interest in a Restricted Global Security, then,
         upon receipt by the Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive
                  Security proposes to exchange such Security for a beneficial
                  interest in a Restricted Global Security, a certificate from
                  such Holder in the form of Exhibit D, including the
                  certifications in item (2)(b) thereof;

                           (B) if such Restricted Definitive Security is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C, including the certifications in item (1) thereof;

                           (C) if such Restricted Definitive Security is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit C, including
                  the certifications in item (2) thereof;

                           (D) if such Restricted Definitive Security is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C, including the certifications in item
                  (3)(a) thereof;

                           (E) if such Restricted Definitive Security is being
                  transferred to the Parent or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit C, including
                  the certifications in item (3)(b) thereof; or

                           (F) if such Restricted Definitive Security is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C, including the certifications in item
                  (3)(c) thereof,


<PAGE>
                                      -24-


         the Trustee shall cancel the Restricted Definitive Security, increase
         or cause to be increased the aggregate principal amount of, in the case
         of clause (A) above, the appropriate Restricted Global Security, in the
         case of clause (B) above, the 144A Global Security, and in the case of
         clause (C) above, the Regulation S Global Security.

                  (ii) Restricted Definitive Securities to Beneficial Interests
         in Unrestricted Global Securities. A Holder of a Restricted Definitive
         Security may exchange such Security for a beneficial interest in an
         Unrestricted Global Security or transfer such Restricted Definitive
         Security to a Person who takes delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Security only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Securities or (3) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration in accordance with the Registration Rights
                  Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Definitive
                           Security proposes to exchange such Security for a
                           beneficial interest in the Unrestricted Global
                           Security, a certificate from such Holder in the form
                           of Exhibit D, including the certifications in item
                           (1)(c) thereof; or

                                    (2) if the Holder of such Definitive
                           Security proposes to transfer such Security to a
                           Person who shall take delivery thereof in the form of
                           a beneficial interest in the Unrestricted Global
                           Security, a certificate from such Holder in the form
                           of Exhibit C, including the certifications in item
                           (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on


<PAGE>
                                      -25-


                  transfer contained herein and in the Private Placement Legend
                  are no longer required in order to maintain compliance with
                  the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
         Definitive Security and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Security.

                  (iii) Unrestricted Definitive Securities to Beneficial
         Interests in Unrestricted Global Securities. A Holder of an
         Unrestricted Definitive Security may exchange such Security for a
         beneficial interest in an Unrestricted Global Security or transfer such
         Unrestricted Definitive Security to a Person who takes delivery thereof
         in the form of a beneficial interest in an Unrestricted Global Security
         at any time. Upon receipt of a request for such an exchange or
         transfer, the Trustee shall cancel the applicable Unrestricted
         Definitive Security and increase or cause to be increased the aggregate
         principal amount of one of the Unrestricted Global Securities.

                  If any such exchange or transfer from a Definitive Security to
         a beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Security
         has not yet been issued, the Company shall issue and, upon receipt of a
         written authentication order in accordance with Section 2.02, the
         Trustee shall authenticate one or more Unrestricted Global Securities
         in an aggregate principal amount equal to the principal amount of
         Definitive Securities so transferred.

                  (e) Transfer and Exchange of Definitive Securities for
Definitive Securities. Upon request by a Holder of Definitive Securities and
such Holder's compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Securities.
Prior to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).

                  (i) Restricted Definitive Securities to Restricted Definitive
         Securities. Any Restricted Definitive Security may be transferred to
         and registered in the name of Persons who take delivery thereof in the
         form of a Restricted Definitive Security if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit C, including the
                  certifications in item (1) thereof;


<PAGE>
                                      -26-


                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit C, including the certifications in item
                  (2) thereof; and

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit C, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii) Restricted Definitive Securities to Unrestricted
         Definitive Securities. Any Restricted Definitive Security may be
         exchanged by the Holder thereof for an Unrestricted Definitive Security
         or transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Definitive Security if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Securities or (3) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration in accordance with the Registration Rights
                  Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Restricted
                           Definitive Security proposes to exchange such
                           Security for an Unrestricted Definitive Security, a
                           certificate from such Holder in the form of Exhibit
                           D, including the certifications in item (1)(d)
                           thereof; or

                                    (2) if the Holder of such Restricted
                           Definitive Security proposes to transfer such
                           Security to a Person who shall take delivery thereof
                           in the form of an Unrestricted Definitive Security, a
                           certificate from such Holder in the form of Exhibit
                           C, including the certifications in item (4) thereof;


<PAGE>
                                      -27-


                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii) Unrestricted Definitive Securities to Unrestricted
         Definitive Securities. A Holder of Unrestricted Definitive Securities
         may transfer such Securities to a Person who takes delivery thereof in
         the form of an Unrestricted Definitive Security. Upon receipt of a
         request to register such a transfer, the Registrar shall register the
         Unrestricted Definitive Securities pursuant to the instructions from
         the Holder thereof.

                  (f) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Company shall issue
and, upon receipt of an authentication order in accordance with Section 2.02,
the Trustee shall authenticate (i) one or more Unrestricted Global Securities in
an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Securities tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Series B
Securities and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Securities in an aggregate principal amount equal to the principal
amount of the Restricted Definitive Securities tendered for acceptance by
Persons that certify in the applicable Letters of Transmittal that (x) they are
not broker-dealers, (y) they are not participating in a distribution of the
Series B Securities and (z) they are not affiliates (as defined in Rule 144) of
the Company, and accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Securities, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Securities to be reduced accordingly,
and the Company shall execute and the Trustee shall authenticate and deliver to
the Persons designated by the Holders of Definitive Securities so accepted
Definitive Securities in the appropriate principal amounts.

                  (g) Legends. The following legends shall appear on the face of
all Global Securities and Definitive Securities issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture.

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Security and each Definitive Security (and all
                  Securities issued in exchange therefor or substitution
                  thereof) shall bear the legend in substantially the following
                  form:


<PAGE>
                                      -28-


                  THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
         SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
         SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
         OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
         EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. BY ITS ACQUISITION
         OF THIS SECURITY OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

                  1. REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER,
              AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), OR
              (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN
              COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT
              ("REGULATIONS");

                  2. AGREES THAT IT WILL OFFER, SELL OR OTHERWISE TRANSFER THIS
              SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
              THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH EITHER
              DEVON FINANCING CORPORATION, U.L.C. OR ANY OF ITS AFFILIATES WAS
              THE HOLDER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
              ONLY (A) TO DEVON ENERGY CORPORATION, DEVON FINANCING CORPORATION,
              U.L.C. OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT TO A
              REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
              SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
              RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
              IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT
              PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
              INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
              BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
              SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
              REGULATION S, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
              FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN
              EACH OF THE CASES ABOVE, IN ACCORDANCE WITH THE APPLICABLE
              SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
              APPLICABLE JURISDICTION;


<PAGE>
                                      -29-


                  3. AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
              SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
              SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND

                  4. AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE
              TRANSFERS THIS SECURITY, DEVON FINANCING CORPORATION, U.L.C., MAY
              REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A WRITTEN OPINION
              OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT
              REASONABLY REQUIRES TO CONFIRM THAT SUCH PROPOSED TRANSFER IS
              BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
              REQUIREMENTS OF THE SECURITIES ACT.

                  AS USED IN THIS SECURITY, THE TERMS "OFFSHORE TRANSACTION,"
         "U.S. PERSON" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM
         WITHIN REGULATION S.

                           (B) Notwithstanding the foregoing, any Global
                  Security or Definitive Security issued pursuant to
                  subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),
                  (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all
                  Securities issued in exchange therefor or substitution
                  thereof) shall not bear the Private Placement Legend.

                  (ii) Global Security Legend. Each Global Security shall bear a
         legend in substantially the following form:

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                  SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
                  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
                  OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
                  DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
                  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
                  NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITORY TRUST
                  COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE
                  APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS
                  CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                  THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
                  YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
                  TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS


<PAGE>
                                      -30-


                  REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY
                  BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
                  PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
                  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 INASMUCH AS THE REGISTERED OWNER
                  HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  (iii) Regulation S Temporary Global Security Legend. The
         Regulation S Temporary Global Security shall bear a legend in
         substantially the following form:

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
                  EXCHANGE FOR CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE
                  INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
                  BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL
                  SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
                  HEREON.

                  (iv) 144A Security Legend. Any Series A Security that is a
         144A Global Security or a Definitive Security sold to QIBs pursuant to
         Rule 144A shall bear a legend in substantially the following form:

                  EACH PURCHASER OF THE SECURITY IS HEREBY NOTIFIED THAT THE
                  SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM
                  THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
                  RULE 144A THEREUNDER.

                  (h) Cancellation and/or Adjustment of Global Securities. At
such time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Security shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Security or for Definitive Securities, the principal amount of
Securities represented by such Global Security shall be reduced accordingly and
an endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the


<PAGE>
                                      -31-


beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global
         Securities and Definitive Securities upon the Company's order or at the
         Registrar's request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Security or to a Holder of a Definitive
         Security for any registration of transfer or exchange, but the Company
         may require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 8.05 and 10.06).

                  (iii) The Registrar shall not be required (A) to register the
         transfer of or to exchange any Securities during a period beginning at
         the opening of business 15 days before the day of the mailing of notice
         of redemption under Section 10.03 and ending at the close of business
         on such day, or (B) to register the transfer of or exchange any
         Security selected for redemption in whole or in part, except the
         unredeemed portion of any Security being redeemed in part.

                  (iv) All Global Securities and Definitive Securities issued
         upon any registration of transfer or exchange of Global Securities or
         Definitive Securities shall be the valid obligations of the Company,
         evidencing the same debt, and entitled to the same benefits under this
         Indenture, as the Global Securities or Definitive Securities
         surrendered upon such registration of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Securities during a period
         beginning at the opening of business 15 days before the day of the
         mailing of notice of redemption under Section 10.03 and ending at the
         close of business on such day, or (B) to register the transfer of or to
         exchange any Security so selected for redemption in whole or in part,
         except the unredeemed portion of any Security being redeemed in part.

                  (vi) The Trustee shall authenticate Global Securities and
         Definitive Securities in accordance with the provisions of Section
         2.02.


<PAGE>
                                      -32-


                  (vii) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.06
         to effect a registration of transfer or exchange may be submitted by
         facsimile.

SECTION 2.07. Replacement Securities.

                  If any mutilated Security is surrendered to the Trustee, or
the Company and the Guarantor and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, the Company
shall issue and the Trustee shall authenticate a replacement Security, in the
same form as that of the destroyed, lost or stolen Security but only if the
Trustee's requirements are met. If required by the Trustee, the Company or the
Guarantor, such Holder must furnish an indemnity bond that is sufficient in the
judgment of the Trustee, the Company and the Guarantor to protect the Company,
the Guarantor, the Trustee, any Agent or any authenticating agent from any loss
which any of them may suffer if a Security is replaced. The Company, the Trustee
and the Guarantor may charge for their expenses in replacing a Security. If,
after the delivery of such replacement Security, a bona fide purchaser of the
original Security in lieu of which such replacement Security was issued presents
for payment or registration such original Security, the Trustee shall be
entitled to recover such replacement Security from the Person to whom it was
delivered or any Person taking therefrom, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Trustee, the
Company or the Guarantor in connection therewith.

                  Every replacement Security is a contractual obligation of the
Company.

SECTION 2.08. Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.08 as
not outstanding; provided, however, that in determining whether the Holders of
the requisite principal amount of outstanding Securities are present at a
meeting of Holders of Securities for quorum purposes or have consented to or
voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, Securities held for the
account of the Company, the Guarantor or any of their Affiliates shall be
disregarded and deemed not to be outstanding, except that in determining whether
the Trustee shall be protected in making such a determination or relying upon
any such quorum, consent or vote, only Securities which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded.


<PAGE>
                                      -33-


                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the principal amount of any Security is considered paid
under Section 3.01, it ceases to be outstanding and interest on it ceases to
accrue.

                  A Security does not cease to be outstanding because the
Company, the Guarantor or any of their respective Affiliates holds the Security.

SECTION 2.09. Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities of any series have concurred in any direction, waiver or
consent, Securities owned by the Company, the Guarantor or any of their
respective Affiliates shall be disregarded, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee actually knows
are so owned shall be so disregarded.

SECTION 2.10. Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.11. Cancellation.

                  The Company or the Guarantor at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation. All canceled Securities held by the Trustee shall be disposed of
in accordance with the usual disposal procedures of the Trustee. The Company may
not issue new Securities to replace Securities that have been paid or that have
been delivered to the Trustee for cancellation.


<PAGE>
                                      -34-


SECTION 2.12. Defaulted Interest.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest in any lawful manner plus, to
the extent lawful, interest on the defaulted interest, in each case at the rate
provided in the Securities and in the manner provided in Section 3.01. The
Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date,
the Company (or the Trustee, in the name of and at the expense of the Company)
shall mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.13. Persons Deemed Owners.

                  The Company, the Guarantor, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of or premium, if any, Liquidated Damages, if any, Additional
Amounts, if any, or interest on such Security and for all other purposes. None
of the Company, the Guarantor, the Trustee, any Agent or any authenticating
agent shall be affected by any notice to the contrary.

SECTION 2.14. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.


                                   ARTICLE III

                                    COVENANTS


SECTION 3.01. Payment of Securities.

                  The Company shall pay the principal of and premium, if any,
Liquidated Damages, if any, Additional Amounts, if any, and interest on the
Securities on the dates and in the manner provided in the Securities and in this
Indenture. Principal, premium, if any,


<PAGE>
                                      -35-


Liquidated Damages, if any, Additional Amounts, if any, and interest shall be
considered paid on the date due if the Paying Agent, other than the Company or a
Subsidiary of the Company, holds by 11:00 a.m., Eastern time, on that date money
deposited by or on behalf of the Company designated for and sufficient to pay
all principal, premium, if any, Liquidated Damages, if any, Additional Amounts,
if any, and interest then due.

                  To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal, premium, if any, Liquidated Damages, if any, Additional
Amounts, if any, and interest (without regard to any applicable grace period) at
a rate equal to the then applicable interest rate on the Securities.

                  Solely for purposes of disclosure pursuant to the Interest Act
(Canada) (and for no other purpose), the annual interest rate applicable to any
series of Securities, for any portion of any period of less than one year will
be the percentage interest rate per annum stipulated in the Securities as to
which the calculation must be made, multiplied by the number of days in the
calendar year in which the applicable interest is paid, divided by 360.

SECTION 3.02. Maintenance of Office or Agency.

                  The Company will maintain, in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities may be presented for
registration of transfer or exchange, where Securities may be presented for
payment and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. Unless otherwise designated by the
Company by written notice to the Trustee, such office or agency shall be the
principal office of the Trustee in the Borough of Manhattan, The City of New
York at 55 Water Street, Room 234 North, New York, New York 10041. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York, for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency. The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.


<PAGE>
                                      -36-


SECTION 3.03. SEC Reports; Financial Statements.

                  (a) The Parent covenants and agrees to file with the Trustee
copies, within 15 days after the Parent is required to file the same with the
SEC, of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may from time to
time by rules and regulations prescribe) which the Parent may be required to
file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act;
or, if the Parent is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the SEC,
in accordance with rules and regulations prescribed from time to time by the
SEC, such of the supplementary and periodic information, documents and reports,
if any, which may be required pursuant to Section 13 of the Exchange Act, in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

                  (b) The Parent covenants and agrees to file with the Trustee
and the SEC, in accordance with the rules and regulations prescribed from time
to time by the SEC, such additional information, documents and reports, if any,
with respect to compliance by the Parent with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.

                  (c) The Parent covenants and agrees to transmit by mail to all
Holders, as the name and addresses of such Holders appear upon the register kept
by the Registrar, within 30 days after the filing thereof with the Trustee, such
summaries or information, documents and reports required to be filed by the
Parent, if any, pursuant to subsections (a) and (b) of this Section 3.03 as may
be required by rules and regulations prescribed from time to time by the SEC.

                  (d) At any time when neither the Parent nor the Company is
subject to Section 13 or 15(d) of the Exchange Act and the Securities are freely
transferrable under the Securities Act as contemplated by the Registration
Rights Agreement, upon the request of a Holder, the Parent and the Company will
promptly furnish or cause to be furnished the information specified under Rule
144A(d)(4) of the Securities Act to such Holder, or to a prospective purchaser
of a Security designed by such Holder, in order to permit compliance with Rule
144A under the Securities Act.

SECTION 3.04. Compliance Certificate.

                  The Company and the Guarantor shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, a statement
signed by two Officers of the Company (one of whom shall be the Chief Executive
Officer, Chief Financial Officer or Chief Accounting Officer of the Company) and
two Officers of the Guarantor (one of whom shall be the Chief Executive Officer,
Chief Financial Officer or Chief Accounting Officer of the


<PAGE>
                                      -37-


Guarantor), which statement need not constitute an Officers' Certificate,
complying with TIA Section 314(a)(4) and stating that in the course of
performance by the signing Officers of the Company and Officers of the Guarantor
of their duties as such Officers, they would normally obtain knowledge of the
keeping, observing, performing and fulfilling by the Company and the Guarantor,
respectively, of its obligations under this Indenture, and further stating, as
to each such Officer signing such statement, that to the best of his knowledge,
each of the Company and the Guarantor has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which such Officer may have
knowledge and what action the Company or the Guarantor, as the case may be, is
taking or proposes to take with respect thereto).

SECTION 3.05. Corporate Existence.

                  Subject to Article IV, each of the Company and the Guarantor
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, under the laws of its respective
jurisdiction of incorporation and formation and all its rights (charter and
statutory) thereunder; provided, however, that neither the Company nor the
Guarantor shall be required to preserve any such right if the Board of Directors
of the Parent shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company or the Parent and that
the loss thereof is not disadvantageous in any material respect to the Holders
of Securities.

SECTION 3.06. Waiver of Stay, Extension or Usury Laws.

                  Each of the Company and the Guarantor covenant (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury law or other law, which would prohibit or forgive
the Company or the Guarantor from paying all or any portion of the principal of
or premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that they may lawfully do so)
each of the Company and the Guarantor hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.


<PAGE>
                                      -38-


SECTION 3.07. Limitation on Liens.

                  The Parent will not itself, nor will the Parent permit any
Restricted Subsidiary to, incur, issue, assume or guarantee any indebtedness for
money borrowed (all such indebtedness for money borrowed being hereinafter in
this Article III called "Debt") secured by a Mortgage on any Principal Property
or on any shares of stock or Indebtedness of any Restricted Subsidiary, without
first effectively providing that the Securities of any series (together with, if
the Parent shall so determine, any other indebtedness of the Guarantor or any
Restricted Subsidiary which is not subordinate in right of payment to the prior
right of payment in full of the Securities of any series) shall be secured
equally and ratably with (or prior to) such secured Debt, for so long as such
secured Debt shall be so secured, unless, after giving effect thereto, the
principal amount of all Debt so secured would not exceed 10% of Consolidated Net
Tangible Assets; provided, however, that this Section 3.07 shall not apply to,
and there shall be excluded from secured Debt in any computation under this
Section 3.07, Debt secured by:

                  (1) Mortgages existing at the date of this Indenture;

                  (2) Mortgages on property of, or on any shares of stock or
         Indebtedness of, any entity existing at the time such entity is merged
         into or consolidated with the Company or the Guarantor or becomes a
         Restricted Subsidiary;

                  (3) Mortgages in favor of the Guarantor or any Restricted
         Subsidiary;

                  (4) Mortgages on property, shares of stock or Indebtedness
         existing at the time of acquisition thereof (including acquisitions
         through merger, consolidation or other reorganization) or to secure the
         payment of all or any part of the purchase price thereof or
         construction thereon or to secure any Debt incurred prior to, at the
         time of, or within one year after the later of the acquisition, the
         completion of construction or the commencement of full operation of
         such property or within one year after the acquisition of such shares
         or Indebtedness for the purpose of financing all or any part of the
         purchase price thereof or construction thereon, it being understood
         that if a commitment for such financing is obtained prior to or within
         such one-year period, the applicable Mortgage shall be deemed to be
         included in this clause (4) whether or not such Mortgage is created
         within such one-year period;

                  (5) Mortgages in favor of the United States of America, any
         State thereof, Canada, or any province thereof, or any department,
         agency or instrumentality or political subdivision of the United States
         of America, any State thereof, Canada, or any province thereof, or in
         favor of any other country or any political subdivision thereof;


<PAGE>
                                      -39-


                  (6) Mortgages on minerals or geothermal resources in place, or
         on related leasehold or other property interests, that are incurred to
         finance development, production or acquisition costs (including, but
         not limited to, Mortgages securing advance sale obligations);

                  (7) Mortgages on equipment used or usable for drilling,
         servicing or operating oil, gas, coal or other mineral properties or
         geothermal properties;

                  (8) Mortgages required by any contract or statute in order to
         permit the Parent or any of its Subsidiaries to perform any contract or
         subcontract made with or at the request of, the United States of
         America, any State thereof, Canada, any province thereof, or in favor
         of any other country or any political subdivision thereof or any
         department, agency or instrumentality of the United States, any State
         thereof, Canada, any province thereof or any other country or political
         subdivision thereof;

                  (9) any Mortgage resulting from the deposit of moneys or
         evidence of indebtedness in trust for the purpose of defeasing Debt of
         the Guarantor or any Restricted Subsidiary or secured Debt of the
         Guarantor or any Restricted Subsidiary the net proceeds of which are
         used, substantially concurrent with the funding thereof, and taking
         into consideration, among other things, required notices to be given to
         the holders of the outstanding securities in connection with the
         refunding, refinancing or repurchase thereof, and the required
         corresponding durations thereof, to refund, refinance or repurchase all
         of the outstanding securities, including the amount of all accrued
         interest thereon and reasonable fees and expenses and premiums, if any,
         incurred by the Guarantor or any Restricted Subsidiary in connection
         therewith; and

                  (10) any extension, renewal or replacement (or successive
         extensions, renewals or replacements) of any Mortgage referred to in
         the foregoing clauses (1) to (9) of this Section 3.07, inclusive;
         provided, however, that such extension, renewal or replacement Mortgage
         shall be limited to all or a part of the same property (including any
         improvements on such property), shares of stock or Indebtedness that
         secured the Mortgage so extended, renewed or replaced.

                  The following transactions shall not be deemed to create Debt
secured by a Mortgage;

                  (i) the sale or other transfer of oil, gas, coal or other
         minerals in place for a period of time until, or in an amount such
         that, the transferee will realize therefrom a specified amount of money
         (however determined) or a specified amount of oil, gas, coal or other
         minerals, or the sale or other transfer of any other interest in
         property of the character commonly referred to as an oil, gas, coal or
         other mineral payment or a production payment, and including in any
         case, overriding royalty interests, net profit


<PAGE>
                                      -40-


         interests, reversionary interests and carried interests and other
         similar burdens on production; and

                  (ii) the sale or other transfer by the Guarantor or a
         Restricted Subsidiary of properties to a partnership, joint venture or
         other entity whereby the Guarantor or such Restricted Subsidiary would
         retain partial ownership of such properties.

SECTION 3.08. Payment of Additional Amounts.

                  Unless otherwise required by Canadian law, neither the Company
nor the Guarantor will deduct or withhold from payments made with respect to the
Securities and the Guarantees on account of any present or future Taxes. In the
event that either the Company or the Guarantor is required to withhold or deduct
on account of any Taxes due from any payment made under or with respect to the
Securities or the Guarantees, as the case may be, the Company or the Guarantor,
as the case may be, will pay such additional amounts ("Additional Amounts") as
may be necessary so that the net amount received by each Holder of Securities
will equal the amount that the Holder would have received if the Taxes had not
been required to be withheld or deducted; provided that no Additional Amounts
will be payable with respect to a payment made to a Holder (an "Excluded
Holder") to the extent: (i) that any Taxes would not have been so imposed but
for the existence of any present or former connection between the Holder and
Canada or any provincial or territory therein, other than the mere receipt of
the payment, acquisition, ownership or disposition of such Securities or the
exercise or enforcement of rights under the Securities, the Guarantees or this
Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal
property Taxes imposed with respect to the Securities, except described below or
as otherwise provided in this Indenture; (iii) that any such Taxes would not
have been imposed but for the presentation of the Securities, where presentation
is required, for payment on a date more than 30 days after the date on which the
payment became due and payable or the date on which payment thereof is duly
provided for, whichever is later, except to the extent that the beneficiary or
Holder thereof would have been entitled to Additional Amounts had the Securities
been presented for payment on any date during such 30-day period; or (iv) that
the Holder would not be liable or subject to such withholding or deduction of
Taxes but for the failure to make a valid declaration of non-residence or other
similar claim for exemption, if: (a) the making of the declaration or claim is
required or imposed by statute, treaty, regulation, ruling or administrative
practice of the relevant taxing authority as a precondition to an exemption
from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the
first payment with respect to which the Company or the Guarantor shall apply
this clause (iv), the Company or the Guarantor shall have notified all Holders
of the Securities in writing that they shall be required to provide this
declaration or claim. The Company and the Guarantor shall also (i) withhold or
deduct such Taxes as required, (ii) remit the full amount of Taxes deducted or
withheld to the relevant taxing authority in accordance with all applicable
laws; (iii) use reasonable efforts to obtain from each relevant taxing


<PAGE>
                                      -41-


authority imposing the Taxes certified copies of tax receipts evidencing the
payment of any Taxes deducted or withheld; and (iv) upon request, make available
to the Holders of the Securities, within 60 days after the date the payment of
any Taxes deducted or withheld is due pursuant to applicable law, certified
copies of tax receipts evidencing such payment by the Company or the Guarantor
and, notwithstanding the Company's or the Guarantor's efforts to obtain the
receipts, if the same are not obtainable, other evidence of such payments.

                  In addition, the Company or the Guarantor will pay any stamp,
issue, registration, documentary or other similar taxes and duties, including
interest, penalties and additional amounts with respect thereto, payable in
Canada or the United States, or any political subdivision or taxing authority of
or in the foregoing with respect to the creation, issue, offering, enforcement,
redemption or retirement of the Securities or Guarantees.

                  At least 30 days prior to each date on which any payment under
or with respect to the Securities is due and payable, if the Company becomes
obligated to pay Additional Amounts with respect to such payment, the Company
(or in respect of the Guarantees, the Guarantor) shall deliver to the Trustee an
Officers' Certificate stating the fact that such Additional Amounts will be
payable, and the amounts so payable and will set forth such other information as
is necessary to enable the Trustee to pay such Additional Amounts to the Holders
on the payment date. Whenever in this Indenture there is mentioned, in any
context, the payment of principal of and premium, if any, Liquidated Damages, if
any, Additional Amounts, if any, or interest (including defaulted interest) or
any other amount payable on or with respect to any of the Securities, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section 3.08 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 3.08 and express mention of the payment of
Additional Amounts in those provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made (if applicable).

                  The obligations of the Company and the Guarantor under this
Section 3.08 shall survive the termination of this Indenture and the payment of
all amounts under or with respect to this Indenture and the Securities.


<PAGE>
                                      -42-


                                   ARTICLE IV

                         CONSOLIDATION, MERGER AND SALE


SECTION 4.01. Limitation on Mergers and Consolidations.

                  The Company shall not consolidate or amalgamate with or merge
into any other entity or convey, transfer or lease its properties and assets
substantially as an entirety to any Person unless:

                  (1) the entity formed by such consolidation or amalgamation or
         into which the Company is merged or the Person which acquires by
         conveyance or transfer, or which leases, the properties and assets of
         the Company substantially as an entirety shall be an entity organized
         and existing under the laws of the United States of America, any State
         thereof, the District of Columbia, Canada or any province thereof and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of and interest on all the
         Securities and the performance of every covenant of this Indenture on
         the part of the Company to be performed;

                  (2) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, amalgamation, merger, conveyance, transfer or lease and
         such supplemental indenture comply with this Article IV and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

                  Except as expressly contemplated in Section 11.18, the
Guarantor shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person unless:

                  (1) (A) the entity formed by such consolidation or into which
         the Guarantor is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Guarantor
         substantially as an entirety shall be an entity organized and existing
         under the laws of the United States of America, any State thereof or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of all
         obligations in respect of the Guarantees


<PAGE>
                                      -43-


         and the performance of every covenant of this Indenture on the part of
         the Guarantor to be performed or observed;

                  (2) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (3) the Guarantor has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and such
         supplemental indenture comply with this Article IV and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 4.02. Successors Substituted.

                  Upon any consolidation or amalgamation of the Company or the
Guarantor with, or merger of the Company or the Guarantor into, any other
Person, or any conveyance, transfer or lease of the properties and assets of the
Company or the Guarantor substantially as an entirety in accordance with Section
4.01, the successor Person formed by such consolidation or amalgamation or into
which the Company or the Guarantor is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or the Guarantor, as the case may
be, under this Indenture with the same effect as if such successor Person had
been named as the Company or the Guarantor, as the case may be, herein, and
thereafter, except in the case of an amalgamation or a lease to another Person,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

SECTION 4.03. Assignment of Company's Obligations.

                  The Company may assign its obligations under the Securities
and this Indenture to the Parent or any other wholly owned Subsidiary of the
Parent organized under the laws of the United States, any State thereof, the
District of Columbia, Canada or any province thereof, at any time without the
consent of the Trustee or any Holder; provided that the assignee agrees to be
bound by the terms of this Indenture and the Securities and the Guarantees
remain in full force and effect if the assignee is not the Guarantor; provided,
however, that no such assignment may be made if a Default or Event of Default
shall have occurred and be continuing with respect to any series of the
Securities. Upon any such assignment by the Company, the Person to whom such
assignment is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture and the Securities,
with the same effect as if such Person had been named as the Company herein and
therein, and thereafter, the assignor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities. A copy of the
agreement evidencing such assignment


<PAGE>
                                      -44-


shall be provided to the Trustee by the Company, promptly after the effective
date of such assignment.


                                    ARTICLE V

                              DEFAULTS AND REMEDIES


SECTION 5.01. Events of Default.

                  "Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1) default in the payment of the principal of or premium, if
         any, on any Security of that series at its Maturity; or

                  (2) default in the payment of interest, Liquidated Damages, if
         any, or Additional Amounts, if any, upon any Security of that series
         when it becomes due and payable, and continuance of such default for a
         period of 30 days; or

                  (3) default in the observance or performance, or breach, of
         any covenant of the Company or the Guarantor in any Security of that
         series or this Indenture (other than a covenant a default in whose
         performance or whose breach is elsewhere in this Section 5.01
         specifically dealt with), and continuance of such default or breach for
         a period of 90 days after there has been given, by registered or
         certified mail, to the Company and the Guarantor by the Trustee or to
         the Company, the Guarantor and the Trustee by the Holders of at least
         25% in aggregate principal amount of the outstanding Securities of such
         series a written notice specifying such default or breach and requiring
         it to be remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (4) default by the Company or the Guarantor in the payment of
         any principal of any Funded Debt of the Company or the Guarantor
         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 unless (A) such default shall be cured, by payment or
         otherwise, within 60 days after there has been given, by registered or
         certified mail, to the Company and the Guarantor by


<PAGE>
                                      -45-


         the Trustee or to the Company, the Guarantor and the Trustee by the
         Holders of at least 25% in principal amount of the outstanding
         Securities of that series a written notice specifying such default and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder, and the receipt by the Company and Guarantor of
         such written notice or (B) the acceleration is not rescinded or
         annulled or the default that caused the acceleration is not cured
         within 60 days after the receipt by the Company and the Guarantor of
         such written notice; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or the
         Guarantor in an involuntary case or proceeding under any applicable
         U.S. or Canadian Federal or State or provincial bankruptcy, insolvency,
         reorganization, arrangement, dissolution, winding-up or other similar
         law or (B) a decree or order adjudging the Company or the Guarantor a
         bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor under any applicable U.S. or
         Canadian Federal or State or provincial law, or appointing a custodian,
         receiver, receiver and manager, interim receiver, administrator,
         monitor, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or the Guarantor or of any substantial part of
         the property of the Company or the Guarantor, or ordering the winding
         up or liquidation of the affairs of the Company or the Guarantor, and
         the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 90
         consecutive days;

                  (6) the commencement by the Company or the Guarantor of a
         voluntary case or proceeding under any applicable U.S. or Canadian
         Federal or State or provincial bankruptcy, insolvency, reorganization
         or other similar law or of any other case or proceeding to be
         adjudicated a bankrupt or insolvent, or the consent by either of them
         to the entry of a decree or order for relief in respect of the Company
         or the Guarantor in an involuntary case or proceeding under any
         applicable U.S. or Canadian Federal or State or provincial bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against either of
         them, or the filing by either of them of a petition or answer or
         consent seeking reorganization or relief under any applicable U.S. or
         Canadian Federal or State or provincial law, or the consent by either
         of them to the filing of such petition or to the appointment of or
         taking possession by a custodian, receiver, receiver and manager,
         interim receiver, administrator, monitor, liquidator, assignee,
         trustee, sequestrator or similar official of the Company or the
         Guarantor or of any substantial part of the property of the Company or
         the Guarantor, or the making by either of them of an assignment for the
         benefit of creditors, or the admission by either of them in writing of
         its inability to pay its debts generally as they become due, or the
         taking of corporate action by the Company or the Guarantor in
         furtherance of any such action; or


<PAGE>
                                      -46-


                  (7) the Guarantees in respect of Securities of that series
         cease to be in full force and effect or become unenforceable or invalid
         or are declared null and void (other than in accordance with the terms
         of such Guarantees) or the Guarantor denies or disaffirms its
         obligations under such Guarantees; or

                  (8) any Mitchell Restructuring Event is consummated as
         contemplated in Section 11.18 and, thereafter, Devon HoldCo fails to
         become a "Guarantor" hereunder in accordance with Section 11.18.

provided, however, that the occurrence of any of the events described in the
foregoing clause (3) shall not constitute an Event of Default if such occurrence
is the result of changes in GAAP at the date as of which this Indenture is
executed and a certificate to such effect is delivered to the Trustee by the
Parent's independent public accountants.

                  The Trustee shall not be deemed to know of a Default or Event
of Default unless a Responsible Officer at the Corporate Trust Office of the
Trustee has actual knowledge of such Default or Event of Default or the Trustee
receives written notice at the Corporate Trust Office of the Trustee of such
Default or Event of Default with specific reference to such Default.

                  When a Default is cured, or when an Event of Default is deemed
cured pursuant to Section 5.04, such Default, or Event of Default, as the case
may be, ceases.

SECTION 5.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (5) or (6) of Section 5.01) with respect to any series of
Securities occurs and is continuing, the Trustee by notice to the Company and
the Guarantor, or by the Holders of at least 25% in aggregate principal amount
of the then outstanding Securities of such series by written notice to the
Company, the Guarantor and the Trustee, may declare the principal of and
Liquidated Damages, if any, Additional Amounts, if any, and interest on all then
outstanding Securities of such series to be due and payable immediately. Upon
any such declaration the amounts due and payable on the Securities of such
series, as determined in accordance with the next succeeding paragraph, shall be
due and payable immediately. If an Event of Default specified in clause (5) or
(6) of Section 5.01 with respect to the Company or the Guarantor occurs, the
principal of Liquidated Damages, if any, Additional Amounts, if any, and
interest on all Securities then outstanding shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article V provided, the Holders of a majority in


<PAGE>
                                      -47-


principal amount of the outstanding Securities of that series, by written notice
to the Company, the Guarantor and the Trustee, may rescind and annul such
declaration and its consequences if:

                  (1) the Company or the Guarantor has paid or deposited with
         the Trustee a sum sufficient to pay:

                           (A) the principal of and premium, if any, on any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and Liquidated Damages, if
                  any, and Additional Amounts, if any, and any interest thereon
                  at the rate or rates prescribed therefor in such Securities or
                  in this Indenture,

                           (B) all overdue interest, Liquidated Damages, if any,
                  and Additional Amounts, if any, on all Securities of that
                  series,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest and overdue Liquidated
                  Damages, if any, and overdue Additional Amounts, if any, at
                  the rate or rates prescribed therefor in such Securities or in
                  this Indenture, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

         and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 5.04.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereon.

                  If the maturity of the Securities of any series is accelerated
pursuant to this Section 5.02, 100% of the principal amount thereof shall become
due and payable plus Liquidated Damages, if any, Additional Amounts, if any, and
interest to the date of payment.

SECTION 5.03. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal of and
Liquidated Damages, if any,


<PAGE>
                                      -48-


Additional Amounts, if any, and interest on the Securities or to enforce the
performance of any provision of the Securities, the Guarantees, or this
Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 5.04. Waiver of Existing Defaults.

                  Subject to Sections 5.07 and 8.02, the Holders of a majority
in principal amount of the Securities of any series then outstanding by notice
to the Trustee may waive an existing Default or Event of Default and its
consequences (including waivers obtained in connection with a tender offer or
exchange offer for the Securities of such series or a solicitation of consents
in respect of the Securities of such series, provided that in each case such
offer or solicitation is made to all Holders of the Securities of such series
then outstanding on equal terms), except (1) a continuing Default or Event of
Default in the payment of the principal of or premium, if any, Liquidated
Damages, if any, Additional Amounts, if any, or interest on the Securities of
any series or (2) a continuing Default in respect of a provision that under
Section 8.02 cannot be amended without the consent of each Holder affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

SECTION 5.05. Control by Majority.

                  The Holders of a majority in principal amount of the
Securities of any series then outstanding may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it hereunder with respect to such
series. The Trustee, however, may refuse to follow any direction that conflicts
with applicable law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders, or that may involve the Trustee in
personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to receive reasonable indemnification satisfactory to it against all losses and
expenses caused by taking or not taking such action subject to the Trustee's
duty to act with the required standard of care during a default.


<PAGE>
                                      -49-


SECTION 5.06. Limitations on Suits.

                  Subject to Section 5.07, a Holder may pursue a remedy with
respect to this Indenture (including the Guarantees) or the Securities of any
series only if:

                  (1) such Holder gives to the Trustee written notice of a
         continuing Event of Default;

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Securities of such series then outstanding make a written
         request to the Trustee to pursue the remedy;

                  (3) such Holder or Holders furnish to the Trustee reasonable
         indemnity satisfactory to the Trustee against any loss, liability or
         expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the furnishing of indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the Securities of such series do not give the
         Trustee a direction inconsistent with the request.

                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 5.07. Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of principal of and
premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and
interest on the Security, on or after the respective due dates expressed in the
Security, or to bring suit against the Company and/or the Guarantor for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
such Holder.

SECTION 5.08. Collection Suit by Trustee.

                  If an Event of Default specified in clause (1) or (2) of
Section 5.01 occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
and the Guarantor (i) for the amount of principal of and premium, if any,
Liquidated Damages, if any, Additional Amounts, if any, and interest remaining
unpaid on any series of Securities and (ii) interest on overdue principal,
premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and, to
the extent lawful, interest on overdue interest, and such further amount as
shall be sufficient to cover the costs and


<PAGE>
                                      -50-


expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 5.09. Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company and the Guarantor or their respective
creditors or properties and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable on any such
claims and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 6.07. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07 out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties
which the Holders of the Securities of any series may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.

SECTION 5.10. Priorities.

                  If the Trustee collects any money pursuant to this Article V,
it shall pay out the money in the following order:

                  First: to the Trustee for amounts due under Section 6.07;

                  Second: to Holders for amounts due and unpaid on the
         Securities for principal, premium, if any, Liquidated Damages, if any,
         Additional Amounts, if any, and interest ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal, premium, if any, Liquidated Damages, if any,
         Additional Amounts, if any, and interest, respectively; and


<PAGE>
                                      -51-


                  Third: to the Company and the Guarantor.

                  The Trustee, upon prior written notice to the Company and the
Guarantor, may fix a record date and payment date for any payment to Holders
pursuant to this Article V.

SECTION 5.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 5.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 5.07, or a suit by a Holder or Holders of more than
10% in principal amount of the Securities of any series then outstanding.


                                   ARTICLE VI

                                     TRUSTEE


SECTION 6.01. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in such exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (b) Except during the continuance of an Event of Default:

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others, and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine such certificates
         and opinions to determine whether or not, on their face, they appear to
         conform to the requirements of this Indenture.


<PAGE>
                                      -52-


                  (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section 6.01;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 5.05.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 6.01.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. All money received by the Trustee shall,
until applied as herein provided, be held in trust for the payment of the
principal of and premium, if any, Liquidated Damages, if any, Additional
Amounts, if any, and interest on the Securities.

SECTION 6.02. Rights of Trustee.

                  (a) The Trustee may rely conclusively on any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate and/or Opinion of Counsel. The Trustee
may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


<PAGE>
                                      -53-


                  (c) The Trustee may act through agents or attorneys and shall
not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company or the Guarantor shall
be sufficient if signed by an Officer of the Company or the Guarantor, as the
case may be.

                  (f) The Trustee is not required to give any bond or surety
with respect to the performance of its duties or the exercise of its powers
under this Indenture.

                  (g) In the event the Trustee receives inconsistent or
conflicting requests and indemnity from two or more groups of Holders of
Securities of a series, each representing less than a majority in aggregate
principal amount of the Securities outstanding of such series, pursuant to the
provisions of this Indenture, the Trustee may determine what action, if any,
shall be taken.

                  (h) The Trustee's immunities and protections from liability
and its right to indemnification in connection with the performance of its
duties under this Indenture shall extend and be enforceable by the Trustee in
each of its capacities hereunder and shall extend to the Trustee's officers,
directors, agents, attorneys and employees. Such immunities and protections and
right to indemnity, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the discharge of this Indenture
and final payment of the Securities.

                  (i) The permissive right of the Trustee to take the actions
permitted by this Indenture shall not be construed as an obligation or duty to
do so.

                  (j) Except for information provided by the Trustee concerning
the Trustee, the Trustee shall have no responsibility for any information in the
Offering Memorandum or other disclosure material distributed with respect to the
Securities, and the Trustee shall have no responsibility for compliance with any
U.S. or Canadian Federal or State or provincial securities laws in connection
with the Securities.

                  (k) The Trustee may request that the Company or the Guarantor,
as the case may be, deliver an Officers' Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers' Certificate may be signed by
any person authorized to sign an Officers' Certificate,


<PAGE>
                                      -54-


including any person specified as so authorized in any such certificate
previously delivered and not superseded.

SECTION 6.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company, the
Parent or any of their Affiliates with the same rights it would have if it were
not the Trustee. Any Agent may do the same with like rights. However, the
Trustee is subject to Sections 6.10 and 6.11.

SECTION 6.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or the Guarantees, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision
hereof, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee and it shall not be
responsible for any statement or recital herein or any statement in the
Securities other than its certificate of authentication.

SECTION 6.05. Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing and
it is actually known to the Trustee, the Trustee shall mail to Holders a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of or premium, if
any, Liquidated Damages, if any, Additional Amounts, if any, or interest on any
Security, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of Holders.

SECTION 6.06. Reports by Trustee to Holders.

                  Within 60 days after May 1 of each year, beginning with May 1,
2002, the Trustee shall mail to Holders a brief report dated as of May 1 of such
year that complies with TIA Section 313(a); provided, however, that if no event
described in TIA Section 313(a) has occurred within the 12 months preceding the
reporting date, no report need be transmitted. The Trustee also shall comply
with TIA Section 313(b). The Trustee shall also transmit by mail all reports as
required by TIA Sections 313(c) and 313(d).

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company shall notify the Trustee if and when the
Securities are listed on any securities exchange.


<PAGE>
                                      -55-


SECTION 6.07. Compensation and Indemnity.

                  The Company and the Guarantor jointly and severally agree to
pay to the Trustee from time to time such compensation as agreed to by the
Company, the Guarantor and the Trustee, for its acceptance of this Indenture and
its services hereunder. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company and the
Guarantor jointly and severally agree to reimburse the Trustee upon request for
all reasonable disbursements, advances and expenses incurred by it. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

                  The Company and the Guarantor jointly and severally agree to
indemnify the Trustee or any predecessor Trustee and their agents for and to
hold them harmless against any and all loss, liability, damage, claim, or
expense (including taxes, other than taxes based upon, measured by or determined
by the income of the Trustee) incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of defending itself against any claim (whether
asserted by the Company, the Guarantor, any Holder or any other Person), except
as set forth in the next paragraph. The Trustee shall notify the Company and the
Guarantor promptly of any claim for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel, and the Company and the Guarantor shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent.

                  Neither the Company nor the Guarantor shall be obligated to
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee through negligence or bad faith.

                  To secure the payment obligations of the Company and the
Guarantor in this Section 6.07, the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal of and premium, if any, Liquidated Damages,
if any, and Additional Amounts, if any, and interest on the Securities. Such
lien shall survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.01(5) or (6) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.


<PAGE>
                                      -56-


SECTION 6.08. Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 6.08.

                  The Trustee may resign and be discharged from the trust hereby
created by so notifying the Company and the Guarantor. The Holders of a majority
in principal amount of the then outstanding Securities may remove the Trustee by
so notifying the Trustee and the Company. The Company may remove the Trustee if:

                  (1) the Trustee fails to comply with Section 6.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (3) a Custodian or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company and the Guarantor shall
promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the
Securities then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the Securities
then outstanding may petition any court of competent jurisdiction at the expense
of the Company for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 6.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Guarantor.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in


<PAGE>
                                      -57-


Section 6.07. Notwithstanding replacement of the Trustee pursuant to this
Section 6.08, the obligations of the Company and the Guarantor under Section
6.07 shall continue for the benefit of the retiring Trustee.

SECTION 6.09. Successor Trustee by Merger, etc.

                  Subject to Section 6.10, if the Trustee consolidates, merges
or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 6.10. Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia and authorized under
such laws to exercise corporate trust power, shall be subject to supervision or
examination by Federal or State (or the District of Columbia) authority and
shall have, or be a Subsidiary of a bank or bank holding company having, a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition.

                  This Indenture shall always have a Trustee that satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 6.11. Preferential Collection of Claims Against Company.

                  The Trustee is subject to and shall comply with the provisions
of TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who


<PAGE>
                                      -58-


has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated therein.


                                   ARTICLE VII

                             DISCHARGE OF INDENTURE


SECTION 7.01. Termination of Company's Obligations.

                  (a) This Indenture shall cease to be of further effect with
respect to Securities of a series (except that the Company's and the Guarantor's
obligations under Section 6.07 and the Trustee's and Paying Agent's obligations
under Section 7.03 shall survive), and the Trustee, on demand of the Company,
shall execute proper instruments acknowledging the satisfaction and discharge of
this Indenture with respect to such series, when:

                  (1) either

                           (A) all outstanding Securities of such series
                  theretofore authenticated and issued (other than destroyed,
                  lost or stolen Securities that have been replaced or paid)
                  have been delivered to the Trustee for cancellation; or

                           (B) all outstanding Securities of such series not
                  theretofore delivered to the Trustee for cancellation:

                                    (i) have become due and payable,

                                    (ii) will become due and payable at their
                           Stated Maturity within one year, or

                                    (iii) will be scheduled for redemption by
                           their terms within one-year,

                  and the Company, in the case of clause (i), (ii) or (iii)
                  above, has deposited or caused to be deposited with the
                  Trustee as funds (immediately available to the Holders in the
                  case of clause (i)) in trust for such purpose an amount which,
                  together with earnings thereon, will be sufficient to pay and
                  discharge the entire indebtedness on such Securities of such
                  series for principal, premium, if any, Liquidated Damages, if
                  any, Additional Amounts, if any, and interest to the date of
                  such deposit (in the case of Securities which have become due
                  and payable) or to the Stated Maturity, as the case may be;


<PAGE>
                                      -59-


                  (2) the Company has paid all other sums payable by it
         hereunder with respect to such series; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to such series have been
         complied with, together with an Opinion of Counsel to the same effect.

                  (b) The Company and the Guarantor may, subject as provided
herein, terminate all of their obligations under this Indenture with respect to
Securities of a series (and the Guarantees thereof) if:

                  (1) the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as trust funds in trust for the
         purpose of making the following payments dedicated solely to the
         benefit of the Holders (i) cash in an amount, or (ii) U.S. Government
         Obligations or (iii) a combination thereof, sufficient, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay, without consideration of the reinvestment of any such amounts
         and after payment of all taxes or other charges or assessments in
         respect thereof payable by the Trustee, the principal of and premium,
         if any, Liquidated Damages, if any, Additional Amounts, if any and
         interest on all Securities of such series on each date that such
         principal, premium, if any, Liquidated Damages, if any, Additional
         Amounts, if any, or interest is due and payable and to pay all other
         sums payable by it hereunder; provided that the Trustee shall have been
         irrevocably instructed to apply such money and/or the proceeds of such
         U.S. Government Obligations to the payment of said principal, premium,
         if any, Liquidated Damages, if any, Additional Amounts, if any, and
         interest with respect to the Securities of such series as the same
         shall become due;

                  (2) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to Securities of such series
         have been complied with, and an Opinion of Counsel to the same effect;

                  (3) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or, insofar as clauses (5) and
         (6) of Section 5.01 are concerned, at any time during the period ending
         on the 91st day after the date of such deposit (it being understood
         that this condition shall not be deemed satisfied until the expiration
         of such period);

                  (4) the Company shall have delivered to the Trustee Opinions
         of Counsel from nationally recognized counsel acceptable to the Trustee
         or a tax ruling to the


<PAGE>
                                      -60-


         effect that the Holders of Securities of such series will not recognize
         income, gain or loss for U.S. or Canadian Federal income tax purposes
         as a result of the Company's exercise of its option under this Section
         7.01(b) and will be subject to U.S. or Canadian Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such option had not been exercised;

                  (5) such deposit and discharge will not result in a breach or
         violation of, or constitute a default under, any other agreement or
         instrument to which the Company or the Guarantor is a party or by which
         it is bound;

                  (6) such deposit and discharge shall not cause the Trustee to
         have a conflicting interest as defined in TIA Section 310(b); and

                  (7) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the passage of 91 days following
         the deposit, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally.

                  In such event, this Indenture shall cease to be of further
effect with respect to Securities of such series (except as provided in the next
succeeding paragraph), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging satisfaction and discharge under this
Indenture.

                  However, the Company's obligations in Sections 2.03, 2.04,
2.05, 2.06, 2.07, 3.01, 3.02, 3.08, 6.08 and 7.01 the Company's and the
Guarantor' obligations in Sections 4.01, 6.07, 7.04 and 9.01 and the Trustee's
and Paying Agent's obligations in Section 7.03 shall survive until the
Securities of such series are no longer outstanding. Thereafter, only the
Company's and the Guarantor's obligations in Section 6.07 and the Trustee's and
Paying Agent's obligations in Section 7.03 shall survive.

                  After such irrevocable deposit made pursuant to this Section
7.01(b) and satisfaction of the other conditions set forth herein, the Trustee,
on demand of the Company, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture.

                  (c) The Company and the Guarantor may, subject as provided
herein, be released from their respective obligations to comply with, and shall
have no liability in respect of any term, condition or limitation, set forth in
Sections 3.07 and 4.01 with respect to the Securities of any series, and such
omission to comply with Sections 3.07 and 4.01 shall not constitute an Event of
Default under Section 5.01 ("Covenant Defeasance"), with the remainder of this
Indenture and such Securities unaffected thereby if:


<PAGE>
                                      -61-


                  (1) the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as trust funds in trust for the
         purpose of making the following payments dedicated solely to the
         benefit of the Holders (i) cash in an amount, or (ii) U.S. Government
         Obligations or (iii) a combination thereof, sufficient, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay, without consideration of the reinvestment of any such amounts
         and after payment of all taxes or other charges or assessments in
         respect thereof payable by the Trustee, the principal of and premium,
         if any, Liquidated Damages, if any, Additional Amounts, if any and
         interest on all Securities of such series on each date that such
         principal, premium, if any, Liquidated Damages, if any, Additional
         Amounts, if any, or interest is due and payable and to pay all other
         sums payable by it hereunder; provided that the Trustee shall have been
         irrevocably instructed to apply such money and/or the proceeds of such
         U.S. Government Obligations to the payment of said principal, premium,
         if any, Liquidated Damages, if any, Additional Amounts, if any, and
         interest with respect to the Securities of such series as the same
         shall become due;

                  (2) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to the Covenant
         Defeasance contemplated by this provision with respect to Securities of
         such series have been complied with, and an Opinion of Counsel to the
         same effect;

                  (3) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or, insofar as clauses (5) and
         (6) of Section 5.01 are concerned, at any time during the period ending
         on the 91st day after the date of such deposit (it being understood
         that this condition shall not be deemed satisfied until the expiration
         of such period);

                  (4) the Company shall have delivered to the Trustee Opinions
         of Counsel from nationally recognized counsel acceptable to the Trustee
         or a tax ruling to the effect that the Holders of Securities of such
         series will not recognize income, gain or loss for U.S. or Canadian
         Federal income tax purposes as a result of the Company's exercise of
         its option under this Section 7.01(c) and will be subject to U.S. or
         Canadian Federal income tax on the same amounts, in the same manner and
         at the same times as would have been the case if such option had not
         been exercised;

                  (5) such Covenant Defeasance will not result in a breach or
         violation of, or constitute a default under, any other agreement or
         instrument to which the Company or the Guarantor is a party or by which
         it is bound;

                  (6) such Covenant Defeasance shall not cause the Trustee to
         have a conflicting interest as defined in TIA Section 310(b); and


<PAGE>
                                      -62-


                  (7) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the passage of 91 days following
         the deposit, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally.

                  In order to have money available on a payment date to pay
principal of or premium, if any, Liquidated Damages, if any, Additional Amounts,
if any, or interest on the Securities of such series, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

SECTION 7.02. Application of Trust Money.

                  The Trustee or a trustee satisfactory to the Trustee and the
Company shall hold in trust money or U.S. Government Obligations deposited with
it pursuant to Section 7.01. It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and premium, if any, Liquidated
Damages, if any, Additional Amounts, if any, and interest on Securities of the
series with respect to which the deposit was made.

SECTION 7.03. Repayment to Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon written request any excess money or securities held by them at any
time.

                  Subject to the requirements of any applicable abandoned
property laws, the Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal, premium, if
any, Liquidated Damages, if any, Additional Amounts, if any, or interest that
remains unclaimed for two years after the date upon which such payment shall
have become due; provided, however, that the Company shall have either caused
notice of such payment to be mailed to each Holder entitled thereto no less than
30 days prior to such repayment or within such period shall have published such
notice in a financial newspaper of widespread circulation published in The City
of New York. After payment to the Company, Holders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person, and all liability of the
Trustee and the Paying Agent with respect to such money shall cease.

SECTION 7.04. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money or U.S. Government Obligations in accordance with Section 7.01 by reason
of any legal proceeding or by


<PAGE>
                                      -63-


reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company and the Guarantor under this Indenture and the
Securities of the applicable series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 7.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 7.01; provided, however, that if the
Company or the Guarantor has made any payment of principal of or interest on any
Securities of such series because of the reinstatement of its obligations, the
Company or the Guarantor, as the case may be, shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or the Paying Agent.


                                  ARTICLE VIII

                                   AMENDMENTS


SECTION 8.01. Without Consent of Holders.

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or any of the Securities or waive any provision hereof
or thereof without the consent of any Holder:

                  (1) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities of one or more series any
         property or assets;

                  (2) to evidence the succession of another entity to the
         Company or the Guarantor, or successive successions, and the assumption
         by the successor entity of the covenants, agreements and obligations of
         the Company or the Guarantor pursuant to Section 4.01 or 4.02;

                  (3) to add to the covenants of the Company or the Guarantor
         such further covenants, restrictions, conditions or provisions as the
         Company or the Guarantor and the Trustee shall consider to be for the
         protection of the Holders of Securities of one or more series, to
         surrender any right or power herein conferred upon the Company or the
         Guarantor, and to make the occurrence, or the occurrence and
         continuance, of a default in any such additional covenants,
         restrictions, conditions or provisions of an Event of Default
         permitting the enforcement of all or any of the several remedies
         provided in this Indenture as herein set forth, provided that in
         respect of any such additional covenant, restriction, condition or
         provision such amendment or supplemental indenture may provide for a
         particular period of grace after default (which period may be shorter
         or longer than that allowed in the case of other defaults) or may
         provide for an


<PAGE>
                                      -64-


         immediate enforcement upon such an Event of Default or may limit the
         remedies available to the Trustee upon such an Event of Default or may
         limit the right of the Holders of a majority in aggregate principal
         amount of the Securities of such series to waive such an Event of
         Default;

                  (4) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, provided that no such action shall
         adversely affect the interests of the Holders of the Securities;

                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one trustee,
         pursuant to the requirements of Section 6.08 or 6.09.

                  (6) to provide for uncertificated Securities in addition to or
         in place of certificated Securities;

                  (7) to comply with any requirements, including the requirement
         of the SEC, in order to effect or maintain the qualification of this
         Indenture under the TIA;

                  (8) to comply with the rules or regulations of any securities
         exchange or automated quotation system on which any of the Securities
         may be listed or traded; and

                  (9) to make any change that does not adversely affect the
         rights of any Holder; and

                  (10) to effect the substitution of Devon HoldCo as the Parent
         hereunder and the addition of Devon HoldCo as a "Guarantor" hereunder,
         in each case as contemplated in connection with a Mitchell
         Restructuring Event pursuant to Section 11.18, and to make all such
         other modifications as are necessary or desirable in light of such
         Mitchell Restructuring Event to accomplish the transactions described
         in Section 11.18 or as are not inconsistent herewith and do not
         adversely affect the rights of any Holder.

                  Upon the request of the Company and the Guarantor accompanied
by a resolution of the Board of Directors of each of the Company and of the
Guarantor authorizing the execution of any such supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 8.06, the Trustee
shall join with the Company and the Guarantor in the execution of any
supplemental indenture authorized or permitted by the terms of this


<PAGE>
                                      -65-


Indenture and make any further appropriate agreements and stipulations that may
be therein contained. After an amendment, supplement or waiver under this
Section 8.01 becomes effective, the Company shall mail to the Holders of each
Security affected thereby a notice briefly describing the amendment, supplement
or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

SECTION 8.02. With Consent of Holders.

                  Except as provided below in this Section 8.02, the Company,
the Guarantor and the Trustee may amend or supplement this Indenture with
respect to the Securities of any series with the written consent (including
consents obtained in connection with a tender offer or exchange offer for the
Securities of such series or a solicitation of consents in respect of the
Securities of such series, provided that in each case such offer or solicitation
is made to all Holders of the Securities of such series then outstanding on
equal terms) of the Holders of at least a majority in principal amount of the
Securities of such series then outstanding affected thereby.

                  Upon the request of the Company and the Guarantor accompanied
by a resolution of the Board of Directors of each of the Company and of the
Guarantor authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in Section
8.06, the Trustee shall join with the Company and the Guarantor in the execution
of such supplemental indenture.

                  It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  The Holders of a majority in principal amount of the
Securities of any series then outstanding may waive compliance in a particular
instance by the Company or the Guarantor with any provision of this Indenture or
the Securities of such series (including waivers obtained in connection with a
tender offer or exchange offer for the Securities of such series or a
solicitation of consents in respect of the Securities of such series, provided
that in each case such offer or solicitation is made to all Holders of the
Securities of such series then outstanding on equal terms).

                  Without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 8.02 may not:

                  (1) extend the final maturity of the principal of any of the
         Securities;


<PAGE>
                                      -66-


                  (2) reduce the principal amount of any of the Securities;

                  (3) reduce the rate or extend the time of payment of interest,
         including default interest, or Additional Amounts, if any, on any of
         the Securities;

                  (4) reduce any amount payable on redemption of any of the
         Securities;

                  (5) change the currency in which the principal of or premium,
         if any, Additional Amounts, if any, or interest on any of the
         Securities is payable;

                  (6) impair the right to institute suit for the enforcement of
         any payment of principal of or premium, if any, Additional Amounts, if
         any, or interest on any Security pursuant to Sections 5.07 and 5.08,
         except as limited by Section 5.06;

                  (7) make any change in the percentage of principal amount of
         the Securities of any series necessary to waive compliance with or to
         modify certain provisions of this Indenture pursuant to Section 5.04 or
         5.07 or this clause of this Section 8.02; or

                  (8) waive a continuing Default or Event of Default in the
         payment of principal of or premium, if any, Liquidated Damages, if any,
         Additional Amounts, if any, or interest, including default interest, on
         the Securities of any series.

                  The right of any Holder to participate in any consent required
or sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of the Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of this Indenture.

SECTION 8.03. Compliance with Trust Indenture Act.

                  Every amendment to this Indenture or the Securities of any
series shall comply in form and substance with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

                  A consent to an amendment (which includes a supplement) or
waiver by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security of any series or portion of a Security of such series that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the
Trustee receives written notice of revocation at any time prior to (but not
after) the date the Trustee receives an Officers' Certificate certifying that
the Holders of the requisite


<PAGE>
                                      -67-


principal amount of Securities have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every
Holder.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment or waiver or to take any other action with respect to the Securities
of any series under this Indenture. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of the Securities of such series required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it is of the type described in any of clauses
(1) through (8) of Section 8.02. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 8.05. Notation on or Exchange of Securities.

                  If an amendment changes the terms of a Security, the Trustee
may require the Holder of the Security to deliver it to the Trustee. The Trustee
may place an appropriate notation on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

SECTION 8.06. Trustee to Sign Amendments, etc.

                  The Trustee shall sign any amendment, waiver or supplemental
indenture authorized pursuant to this Article VIII if the amendment, waiver or
supplemental indenture does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign
it. In signing or refusing to sign such amendment, waiver or supplemental
indenture, the Trustee shall receive, and subject to Section 6.01, shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate, as conclusive evidence that such amendment, waiver or supplemental
indenture is authorized or permitted


<PAGE>
                                      -68-


by this Indenture, that it is not inconsistent herewith, and that it will be
valid and binding upon the Company and the Guarantor in accordance with its
terms.


                                   ARTICLE IX

                            GUARANTEES OF SECURITIES


SECTION 9.01. Unconditional Guarantees.

                  (a) For value received, the Guarantor hereby fully,
irrevocably, unconditionally and absolutely guarantees to the Holders and to the
Trustee the due and punctual payment of the principal of and premium, if any,
Liquidated Damages, if any, Additional Amounts, if any, and interest on the
Securities and all other amounts due and payable under this Indenture and the
Securities by the Company (including, without limitation, all costs and expenses
(including reasonable legal fees and disbursements) incurred by the Trustee or
the Holders in connection with the enforcement of this Indenture, the Securities
and the Guarantees) (collectively, the "Indenture Obligations"), when and as
such principal, premium, if any, Liquidated Damages, if any, Additional Amounts,
if any, and interest and such other amounts shall become due and payable,
whether at the Stated Maturity, upon redemption or by declaration of
acceleration or otherwise, according to the terms of the Securities and this
Indenture. The guarantees by the Guarantor set forth in this Article IX are
referred to herein as the "Guarantees." Without limiting the generality of the
foregoing, the Guarantor's liability shall extend to all amounts that constitute
part of the Indenture Obligations and would be owed by the Company under this
Indenture and the Securities but for the fact that they are unenforceable,
reduced, limited, impaired, suspended or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Company.

                  (b) Failing payment when due of any amount guaranteed pursuant
to the Guarantees, for whatever reason, the Guarantor will be obligated to pay
the same immediately to the Trustee, without set-off or counterclaim or other
reduction whatsoever (whether for taxes, withholding or otherwise). Each
Guarantee hereunder is intended to be a general, unsecured, senior obligation of
the Guarantor and will rank pari passu in right of payment with all Indebtedness
of the Guarantor that is not, by its terms, expressly subordinated in right of
payment to the Guarantees of the Guarantor. The Guarantor hereby agrees that its
obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the obligations
and liabilities of any other obligor with respect to the Securities, the
Guarantees or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or thereof
with respect to the same, the recovery of any judgment against the Company, or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of the Guarantor.


<PAGE>
                                      -69-


The Guarantor hereby agrees that in the event of a default in payment of the
principal of or premium, if any, Liquidated Damages, if any, Additional Amounts,
if any, or interest on the Securities of any series or any other amounts payable
under this Indenture and the Securities by the Company, whether at the Stated
Maturity, upon redemption or by declaration of acceleration or otherwise, legal
proceedings may be instituted by the Trustee on behalf of the Holders or,
subject to Section 5.06, by the Holders, on the terms and conditions set forth
in this Indenture, directly against the Guarantor to enforce the Guarantees
without first proceeding against the Company.

                  (c) To the fullest extent permitted by applicable law, the
obligations of the Guarantor under this Article IX shall be as aforesaid full,
irrevocable, unconditional and absolute and shall not be impaired, modified,
discharged, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of any other obligor with respect to the Securities
contained in any of the Securities or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Company, the
Guarantor or any of their respective estates in bankruptcy, or any remedy for
the enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, as amended, or other statute or from
the decision of any court, (iii) the assertion or exercise by the Company, the
Guarantor or the Trustee of any rights or remedies under any of the Securities
or this Indenture or its delay in or failure to assert or exercise any such
rights or remedies, (iv) the assignment or the purported assignment of any
property as security for any of the Securities, including all or any part of the
rights of the Company or the Guarantor under this Indenture, (v) the extension
of the time for payment by the Company or the Guarantor of any payments or other
sums or any part thereof owing or payable under any of the terms and provisions
of any of the Securities or this Indenture or of the time for performance by the
Company or the Guarantor of any other obligations under or arising out of any
such terms and provisions or the extension or the renewal of any thereof, (vi)
the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation set forth in this Indenture of any other obligor with
respect to the Securities, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Company or any of the Guarantor or any of their respective
assets, or the disaffirmance of any of the Securities, the Guarantees or this
Indenture in any such proceeding, (viii) the release or discharge of the Company
or the Guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of such instruments by operation of law, (ix)
the unenforceability of any of the obligations of any of the other obligors
under the Securities, the Guarantees or this Indenture, (x) any change in the
name, business, capital structure, corporate existence, or ownership


<PAGE>
                                      -70-


of the Company or the Guarantor, or (xi) any other circumstance which might
otherwise constitute a defense available to, or a legal or equitable discharge
of, a surety or the Guarantor.

                  (d) The Guarantor hereby (i) waives diligence, presentment,
demand of payment, notice of acceptance, filing of claims with a court in the
event of the merger, insolvency or bankruptcy of the Company or the Guarantor,
and all demands and notices whatsoever, (ii) acknowledges that any agreement,
instrument or document evidencing the Guarantees may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantees without notice to
them and (iii) covenants that its Guarantees will not be discharged except by
complete performance of the Guarantees or of the obligations guaranteed thereby.
The Guarantor further agrees that if at any time all or any part of any payment
theretofore applied by any Person to any Guarantee is, or must be, rescinded or
returned for any reason whatsoever, including, without limitation, the
insolvency, bankruptcy or reorganization of the Guarantor, such Guarantee shall,
to the extent that such payment is or must be rescinded or returned, be deemed
to have continued in existence notwithstanding such application, and the
Guarantees shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

                  (e) The Guarantor shall be subrogated to all rights of the
Holders and the Trustee against the Company in respect of any amounts paid by
the Guarantor pursuant to the provisions of this Indenture; provided, however,
that the Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation with respect to any of
the Securities until all of the Securities and the Guarantees thereof shall have
been paid in full or discharged.

                  (f) A director, officer, employee or stockholder, as such, of
the Guarantor shall not have any liability for any obligations of the Guarantor
under this Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation.

                  (g) No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, power, privilege or remedy under
this Article IX and the Guarantees shall operate as a waiver thereof, nor shall
any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity. Nothing contained in this Article IX shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
Securities pursuant to Article V or to pursue any rights or remedies hereunder
or under applicable law.


<PAGE>
                                      -71-


SECTION 9.02. Execution and Delivery of Notation of Guarantees.

                  To further evidence the Guarantees, the Guarantor hereby
agrees that on the date of this Indenture a notation of such Guarantees shall be
endorsed on each Security authenticated and delivered by the Trustee and
executed by either manual or facsimile signature of an Officer of Devon Energy
Corporation.

                  The Guarantor hereby agrees that its Guarantees shall remain
in full force and effect notwithstanding any failure to endorse on each Security
a notation relating to the Guarantee thereof.

                  If an Officer of the Guarantor whose signature is on this
Indenture or a Security no longer holds that office, or if any other or
additional Person shall have become a "Guarantor" hereunder in accordance with
Section 4.01, 4.02 and/or 11.18 hereof, at the time the Trustee authenticates
such Security or at any time thereafter, the Guarantor's Guarantee of such
Security shall be valid nevertheless.

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor and each other Person
which may at such time constitute the "Guarantor" hereunder.


                                    ARTICLE X

                                   REDEMPTION


SECTION 10.01. Notices to Trustee.

                  If the Company elects to redeem the Securities of any series
pursuant to the redemption provisions of Section 10.07, it shall furnish to the
Trustee, at least 30 days but not more than 60 days before a Redemption Date, an
Officers' Certificate setting forth the Redemption Date, the principal amount of
such Securities to be redeemed and the Redemption Price (or the method of
calculating the Redemption Price).

SECTION 10.02. Selection of Securities to be Redeemed.

                  If less than all of the Securities of a series are to be
redeemed, the Trustee shall select the Securities of such series to be redeemed
by such method as the Trustee in its sole discretion shall deem fair and
appropriate. The particular Securities of such series to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 days nor more


<PAGE>
                                      -72-


than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series not previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Securities of such series selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities and portions of them selected shall be in amounts of $1,000
or integral multiples thereof. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

SECTION 10.03. Notices to Holders.

                  (a) At least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail in conformity with Section 11.02 a
notice of redemption to each Holder whose Securities are to be redeemed. The
notice shall identify the Securities to be redeemed (including CUSIP numbers, if
any) and shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price (or the method of calculating the
         Redemption Price);

                  (iii) if any Security is being redeemed in part, the portion
         of the principal amount of such Security to be redeemed and that, after
         the Redemption Date, upon surrender of such Security, a new Security or
         Securities in principal amount equal to the unredeemed portion will be
         issued;

                  (iv) the name and address of the Paying Agent;

                  (v) that Securities called for redemption must be surrendered
         to the Paying Agent at the address specified in such notice to collect
         the Redemption Price;

                  (vi) that unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date and the only remaining right of the
         Holders is to receive payment of the Redemption Price upon surrender to
         the Paying Agent of the Securities; and

                  (vii) the aggregate principal amount of Securities of each
         series being redeemed.

                  If any of the Securities to be redeemed is in the form of a
Global Security, then the Company shall modify such notice to the extent
necessary to accord with the procedures of the Depositary applicable to
redemptions.


<PAGE>
                                      -73-


                  (b) At the Company's request, the Trustee shall give the
notice required in Section 10.03(a) in the Company's name; provided, however,
that the Company shall deliver to the Trustee, at least 45 days prior to the
Redemption Date (unless the Trustee consents in writing to a shorter period at
least 30 days prior to the Redemption Date), an Officers' Certificate requesting
that the Trustee give such notice and setting forth the information to be stated
in such notice as provided in Section 10.03(a).

SECTION 10.04. Effect of Notices of Redemption.

                  Once notice of redemption is mailed pursuant to Section 10.03,
Securities called for redemption become due and payable on the Redemption Date
at the Redemption Price. Upon surrender to the Paying Agent, such Securities
shall be paid out at the Redemption Price.

SECTION 10.05. Deposit of Redemption Price.

                  At or prior to 10:00 a.m. New York City time on the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent
immediately available funds sufficient to pay the Redemption Price of all
Securities to be redeemed on that date. The Trustee or the Paying Agent shall
return to the Company any money not required for that purpose less the expenses
of the Trustee as provided herein.

                  If the Company complies with the preceding paragraph, interest
on the Securities or portions thereof to be redeemed (whether or not such
Securities are presented for payment) will cease to accrue on the applicable
Redemption Date. If any Security called for redemption shall not be so paid upon
surrender because of the failure of the Company to comply with the preceding
paragraph, then interest will be paid on the unpaid principal and premium, if
any, from the Redemption Date until such principal and premium are paid and, to
the extent lawful, on any interest not paid on such unpaid principal, in each
case at the rate provided in the Securities and in Section 3.01.

SECTION 10.06. Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder, at the
expense of the Company, a new Security equal in principal amount to the
unredeemed portion of the Security surrendered.

SECTION 10.07. Optional Redemption.

                  The Securities of any series may be redeemed at any time on
such terms and subject to such conditions as are specified in such Securities.


<PAGE>
                                      -74-


                  Any redemption pursuant to this Section 10.07 shall be made,
to the extent applicable, pursuant to the provisions of Sections 10.01 through
10.06.


                                   ARTICLE XI

                                  MISCELLANEOUS


SECTION 11.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. If this Indenture
excludes any provision of the TIA that is required to be included, such
provision shall be deemed included herein.

SECTION 11.02. Notices.

                  Any notice or communication by the Company, the Guarantor or
the Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
other's address:

                  If to the Company:

                           Devon Financing Corporation, U.L.C.
                           20 North Broadway, Suite 1500
                           Oklahoma City, Oklahoma 73102-8260
                           Attention: General Counsel
                           Telephone No.: (405) 235-3611
                           Telecopier No.: (405) 552-4550

                  If to the Guarantor:

                           Devon Energy Corporation
                           20 North Broadway, Suite 1500
                           Oklahoma City, Oklahoma 73102-8260
                           Attention: General Counsel
                           Telephone No.: (405) 235-3611
                           Telecopier No.: (405) 552-4550


<PAGE>
                                      -75-


                  If to the Trustee:

                           The Chase Manhattan Bank
                           600 Travis Street, Suite 1150
                           Houston, Texas 77002
                           Telephone No.: (713) 216-5087
                           Telecopier No. (713) 577-5200
                           Attention: Corporate Trust Department

                  Each of the Company, the Guarantor and the Trustee by notice
to the others may designate additional or different addresses for subsequent
notices or communications.

                  All notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery. Notwithstanding the foregoing, notices to the Trustee shall be
effective only upon receipt.

                  Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company or the Guarantor mails a notice or
communication to Holders, it shall mail a copy to the Trustee and each Agent at
the same time.

                  All notices or communications, including, without limitation,
notices to the Trustee or the Company or the Guarantor by Holders, shall be in
writing, except as set forth below, and in the English language.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.


<PAGE>
                                      -76-


SECTION 11.03. Communication by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture, the Securities
or the Guarantees. The Company, the Guarantor, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or the
Guarantor to the Trustee to take any action under this Indenture, the Company or
the Guarantor shall, if requested by the Trustee, furnish to the Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been complied
         with.

                  Notwithstanding the foregoing, no such Opinion of Counsel
shall be required in connection with the issuance of the Original Securities
pursuant to the Offering.

SECTION 11.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such Person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been complied with.


<PAGE>
                                      -77-


SECTION 11.06. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or the Paying Agent may make reasonable rules
and set reasonable requirements for its functions.

SECTION 11.07. Legal Holidays.

                  If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 11.08. No Recourse Against Others.

                  A director, officer, employee or stockholder of the Company or
the Guarantor, as such, shall not have any liability for any obligations of the
Company or the Guarantor under the Securities, the Guarantees or this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release shall be part of the consideration for the
issue of the Securities.

SECTION 11.09. Governing Law.

                  This Indenture, the Securities and the Guarantees shall be
governed by and constructed in accordance with the laws of the State of New
York.

SECTION 11.10. Consent to Jurisdiction and Service of Process.

                  The Company is not organized under the laws the United States
(including the States thereof and the District of Columbia) and therefore hereby
appoints the principal office of Corporation Service Company in The City of New
York which, on the date hereof, is located at 80 State Street, Albany, New York
12207-2543, as the authorized agent thereof (the "Authorized Agent") upon whom
process may be served in any action, suit or proceeding arising out of or based
on this Indenture or the Securities which may be instituted in the Supreme Court
of the State of New York or the United States District Court for the Southern
District of New York, in either case in the Borough of Manhattan, The City of
New York, by the Holder of any Security, and to the fullest extent permitted by
applicable law, the Company hereby waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding and expressly and
irrevocably accepts and submits, for the benefit of the Holders from time to
time of the Securities, to the nonexclusive jurisdiction of any such court in
respect of any such action, suit or proceeding, for itself and with respect to
its properties, revenues and assets. Such appointment shall be irrevocable
unless and until the appointment


<PAGE>
                                      -78-


of a successor authorized agent for such purpose, and such successor's
acceptance of such appointment, shall have occurred. The Company agrees to take
any and all actions, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent with
respect to any such action shall be deemed, in every respect, effective service
of process upon the Company. Notwithstanding the foregoing, any action against
the Company arising out of or based on any Security may also be instituted by
the Holder of such Security in any court in the jurisdiction of organization of
the Company, and the Company expressly accepts the jurisdiction of any such
court in any such action. The Company shall require the Authorized Agent to
agree in writing to accept the foregoing appointment as agent for service of
process.

SECTION 11.11. Waiver of Immunity.

                  To the extent that the Company or any of its properties,
assets or revenues may have or may hereafter become entitled to, or have
attributed to it, any right of immunity, on the grounds of sovereignty or
otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any thereof, from set-off or counterclaim, from the jurisdiction of
any court, from service of process, from attachment upon or prior to judgment,
from attachment in aid of execution of judgment, or from execution of judgment,
or other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at any
time be commenced, with respect to its obligations, liabilities or any other
matter under or arising out of or in connection with this Indenture or the
Securities, the Company, to the maximum extent permitted by law, hereby
irrevocably and unconditionally waives, and agrees not to plead or claim, any
such immunity and consents to such relief and enforcement.

SECTION 11.12. Judgment Currency.

                  The Company agrees to indemnify the Trustee and each Holder
against any loss incurred by it as a result of any judgment or order being given
or made and expressed and paid in a currency (the "Judgment Currency") other
than U.S. dollars and as a result of any variation as between (i) the rate of
exchange at which the U.S. dollar amount is converted into the Judgment Currency
for the purpose of such judgment or order and (ii) the spot rate of exchange in
The City of New York at which the Trustee or such Holder on the date of payment
of such judgment or order is able to purchase U.S. dollars with the amount of
the Judgment Currency actually received by the Trustee or such Holder. The
foregoing indemnity shall constitute a separate and independent obligation of
the Company and shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "spot rate of exchange" shall include
any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, U.S. dollars.


<PAGE>
                                      -79-


SECTION 11.13. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company, the Parent or any other Subsidiary of the
Parent. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

SECTION 11.14. Successors.

                  All agreements of the Company and the Guarantor in this
Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

SECTION 11.15. Severability.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 11.16. Counterpart Originals.

                  The parties may sign any number of copies of this Indenture by
manual or facsimile signature. Each signed copy shall be an original, but all of
them together represent the same agreement.

SECTION 11.17. Table of Contents, Headings, etc.

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 11.18. Mitchell Restructuring Event.

                  The parties hereto acknowledge and agree that Devon Energy
Corporation may, in connection with its proposed acquisition of Mitchell Energy
& Development Corp., consummate one or more transactions (collectively, a
"Mitchell Restructuring Event") pursuant to which:

                  (i) Devon Energy Corporation would cause a new holding company
         ("Devon HoldCo") to be formed under the laws of the United States or
         any State thereof or the District of Columbia; and


<PAGE>
                                      -80-


                  (ii) pursuant to one or more mergers or other transactions,
         Devon HoldCo would acquire, directly or indirectly, all of the issued
         and outstanding common stock of each of Devon Energy Corporation and
         Mitchell Energy & Development Corp.

                  In the event a Mitchell Restructuring Event occurs:

                  (i) each reference to the "Parent" herein and in the
         Securities shall be deemed to refer to Devon Holdco, and Devon HoldCo
         shall succeed to, be substituted for and assume every obligation of,
         and may exercise every right and power of, the "Parent" under this
         Indenture with the same effect as if it had been named as the "Parent"
         herein;

                  (ii) each reference to the "Guarantor" herein, in the
         Guarantees and in the Securities shall be deemed to refer equally to
         both Devon Energy Corporation and Devon HoldCo, and Devon HoldCo shall
         have the right to exercise every right and power of, and shall be
         subject to every obligation of, the "Guarantor" under this Indenture
         with the same effect as if both Devon Energy Corporation and Devon
         HoldCo had been named as the "Guarantor" herein;

                  (iii) each reference to "Devon Energy Corporation" contained
         in the Private Placement Legend and set forth in the Securities shall
         be deemed to refer to Devon HoldCo;

                  (iv) each reference to "Restricted Subsidiary" herein shall be
         deemed to refer, in addition, to Devon Energy Corporation; and

                  (v) Devon Energy Corporation shall, and shall cause Devon
         HoldCo, to execute and deliver to the Trustee an indenture supplemental
         hereto evidencing the foregoing modifications and containing such other
         matters as may be permitted to be set forth therein in accordance with
         Section 8.01(10).


<PAGE>
                                      -81-


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


                                       Company:

                                       DEVON FINANCING CORPORATION, U.L.C.



                                       By /s/ WILLIAM T. VAUGHN
                                         ---------------------------------------
                                         Name: William T. Vaughn
                                         Title: Senior Vice President

                                       Guarantor:

                                       DEVON ENERGY CORPORATION


                                       By /s/ WILLIAM T. VAUGHN
                                         ---------------------------------------
                                         Name: William T. Vaughn
                                         Title: Senior Vice President-Finance

                                       Trustee:

                                       THE CHASE MANHATTAN BANK


                                       By: /s/ LETHA GLOVER
                                          --------------------------------------
                                          Name: Letha Glover, CCTS, as Trustee
                                          Title: Vice President & Trust Officer



<PAGE>

                                                                       EXHIBIT A

                            FACE OF 10-YEAR SECURITY

                             GLOBAL SECURITY LEGEND

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
         SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED
         EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
         BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
         THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
         DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITORY
         TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE
         APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS CERTIFICATE IS
         PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY
         OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
         (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
         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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.*

                            PRIVATE PLACEMENT LEGEND

                  THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
         SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
         SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
         OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
         EXEMPT FROM, OR NOT



                                      A-1
<PAGE>

         SUBJECT TO, SUCH REGISTRATION. BY ITS ACQUISITION OF THIS SECURITY OR
         OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

                      1. REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL
              BUYER, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
              144A"), OR (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE
              TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
              ACT ("REGULATION S");

                      2. AGREES THAT IT WILL OFFER, SELL OR OTHERWISE TRANSFER
              THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
              LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
              EITHER DEVON FINANCING CORPORATION, U.L.C. OR ANY OF ITS
              AFFILIATES WAS THE HOLDER OF THIS SECURITY (OR ANY PREDECESSOR OF
              SUCH SECURITY), ONLY (A) TO DEVON ENERGY CORPORATION, DEVON
              FINANCING CORPORATION, U.L.C. OR ANY OF THEIR RESPECTIVE
              SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
              BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
              AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
              TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
              BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT
              OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
              NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
              RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
              UNITED STATES WITHIN THE MEANING OF REGULATION S, OR (E) PURSUANT
              TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
              REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH OF THE CASES
              ABOVE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
              STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;

                      3. AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
              SECURITY OR AN INTEREST



                                      A-2
<PAGE>

              HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
              LEGEND; AND

                      4. AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR
              OTHERWISE TRANSFERS THIS SECURITY, DEVON FINANCING CORPORATION,
              U.L.C., MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A
              WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
              INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH
              PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE
              REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  AS USED IN THIS SECURITY, THE TERMS "OFFSHORE TRANSACTION,"
         "U.S. PERSON" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM
         WITHIN REGULATION S.**

                  REGULATION S TEMPORARY GLOBAL SECURITY LEGEND

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
         SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
         CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
         HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
         REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE
         PAYMENT OF INTEREST HEREON.***

                              144A SECURITY LEGEND

                  EACH PURCHASER OF THE SECURITY IS HEREBY NOTIFIED THAT THE
         SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
         PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER.****

*        This paragraph should be included only if the Security is a Global
         Security.

**       These paragraphs should be included only if the Security is a
         Restricted Definitive Security or a Restricted Global Security.

***      This paragraph should be included only if the Security is a Regulation
         S Temporary Global Security.

****     This paragraph should be included only if the Security is a Series A
         Security that is a 144A Global Security or a Definitive Security sold
         to QIBs pursuant to Rule 144A.



                                      A-3
<PAGE>

                       DEVON FINANCING CORPORATION, U.L.C.

                        6.875% SERIES [A/B] NOTE DUE 2011

CUSIP No.                                                            $__________

                  Devon Financing Corporation, U.L.C., an unlimited liability
company organized under the laws of the province of Nova Scotia, Canada (the
"Company"), for value received promises to pay to __________________ or
registered assigns, the principal sum of $_________ Dollars [or such greater or
lesser amount as is indicated on the Schedule of Exchanges of Securities on the
other side of this Security*] on September 30, 2011.

                  Interest Payment Dates: March 30 and September 30

                  Record Dates: March 15 and September 15

                  Reference is hereby made to the further provisions of this
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.



                                      A-4
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by one of its duly authorized officers.

Dated:

                                       DEVON FINANCING CORPORATION, U.L.C.


                                       By:
                                          --------------------------------------

Certificate of Authentication:

THE CHASE MANHATTAN BANK,
as Trustee, certifies that this is one of
the Securities referred to in the within-
mentioned Indenture.


By:
   ------------------------------------
         Authorized Signatory

* This phrase should be included only if the Security is a Global Security.



                                      A-5
<PAGE>

                           REVERSE OF 10-YEAR SECURITY

                       DEVON FINANCING CORPORATION, U.L.C.

                         6.875% SERIES A/B NOTE DUE 2011

                  This Security is one of a duly authorized issue of 6.875%
Series A/B Notes due 2011 (the "Securities") of Devon Financing Corporation,
U.L.C., an unlimited liability company organized under the laws of the province
of Nova Scotia, Canada (the "Company").

                  1. Interest. The Company promises to pay interest on the
principal amount of this Security at 6.875% per annum from October 3, 2001 until
maturity. The Company will pay interest semiannually on March 30 and September
30 of each year (each an "Interest Payment Date"), or if any such day is not a
Business Day, on the next succeeding Business Day. Interest on this Security
will accrue from the most recent Interest Payment Date on which interest has
been paid or, if no interest has been paid, from October 3, 2001; provided that
if there is no existing Default in the payment of interest, and if this Security
is authenticated between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. Further, the Company shall pay interest on
overdue principal, premium, if any, Liquidated Damages, if any, and Additional
Amounts, if any, from time to time on demand at a rate equal to the interest
rate then in effect; it shall pay interest, Liquidated Damages, if any, and
Additional Amounts, if any, on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  2. Method of Payment. The Company will pay interest on this
Security (except defaulted interest) to the Persons who are registered Holders
of this Security at the close of business on the record date next preceding the
Interest Payment Date, even if this Security is canceled after such record date
and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payments of principal, premium, if any,
Liquidated Damages, if any, and Additional Amounts, if any. The Company will pay
the principal of and premium, if any, Liquidated Damages, if any, and Additional
Amounts, if any, and interest on this Security in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium, if any, Liquidated Damages, if any,
Additional Amounts, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company; provided that if no account is specified, the Company may choose to
make payment at the Corporate Trust Office of the Trustee or by mailing a check
to the Holder's registered address. The Company will make all payments in
respect of a certificated Security (including principal, premium, if any,
Liquidated Damages, if any, Additional Amounts, if any, and interest) by mailing
a check to the registered address of each Holder thereof; provided, however,
that



                                      A-6
<PAGE>

payments on a certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

                  3. Ranking and Guarantees. This Security is a senior unsecured
obligation of the Company and is guaranteed pursuant to a guarantee (the
"Guarantee") by Devon Energy Corporation, a Delaware corporation, and each other
Person, if any, named as the Guarantor in the Indenture (together, the
"Guarantor"). The Guarantee is a senior unsecured obligation of the Guarantor.
References herein to the Indenture or the Securities shall be deemed also to
refer to the Guarantees set forth in the Indenture except where the context
otherwise requires.

                  4. Optional Redemption. This 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 Security then
outstanding to be redeemed, or (2) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the Redemption 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 30 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 accrued and unpaid
interest, up to, but not including the Redemption Date.

                  "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 this
Security, 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.



                                      A-7
<PAGE>

                  "Independent Investment Banker" means UBS Warburg 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 Trustee.

                  "Optional Redemption Reference Treasury Dealer" means each of
up to five dealers to be selected by the Company and the Guarantor, 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 and the Guarantor 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 Securities 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 this Security, 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 this Security.

                  "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 this Security, 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.

                  5. Optional Redemption for Changes In Canadian Withholding
Taxes. The Securities will be subject to redemption in whole, but not in part,
at the Company's option and at any time, at a redemption price equal to 100% of
their principal amount, plus accrued and unpaid interest, if any, and Liquidated
Damages, if any, up to, but not including, the Redemption Date, in the event
that either the Company, the Guarantor or any other obligor under the
Securities, as the case may be, has become, or would become, obligated to pay,
on the next date on which any amount would be payable with respect to these
Securities, any Additional Amounts relating to any present or future Taxes, and
provided that the obligation to pay



                                      A-8
<PAGE>

Additional Amounts results from a change in the taxing laws and/or regulations
of Canada that is announced or becomes effective on or after the Issue Date;
provided, however; (1) no notice of redemption will be given earlier than 60
days prior to the earliest date on which the Company, the Guarantor or any other
obligor under the Securities, as the case may be, would be obligated to pay any
of these Additional Amounts if a payment with respect to this Security were then
due; (2) at the time any redemption notice is given, the obligation to pay these
Additional Amounts must remain in effect through the Redemption Date; and (3)
such obligation to pay Additional Amounts cannot be avoided by the Company by
taking reasonable measures available to it that it determines would not have an
adverse impact on it. Prior to any redemption of these Securities under these
provisions, the Company will deliver to the Trustee or any Paying Agent an
Officers' Certificate stating that the Company is entitled to effect the
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of redemption have occurred.

                  6. Paying Agent and Registrar. Initially, The Chase Manhattan
Bank (the "Trustee"), the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar, co-registrar
or additional paying agent without notice to any Holder. The Guarantor or any of
its Subsidiaries may act in any such capacity.

                  7. Indenture. The Company issued this Security under an
Indenture dated as of October 3, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Indenture") among the Company, Devon Energy
Corporation and the Trustee. The terms of this Security include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as in
effect on the date of execution of the Indenture. This Security and the
Guarantee are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. Capitalized terms used but
not defined in this Security have the respective meanings given to such terms in
the Indenture.

                  8. Denominations, Transfer, Exchange. This Security is in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of this Security may be registered and this
Security may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of this Security during the period between a record date and the
corresponding Interest Payment Date.

                  9. Persons Deemed Owners. The registered Holder of a Security
shall be treated as its owner for all purposes.



                                      A-9
<PAGE>

                  10. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or this Security may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities, and compliance in a particular instance by the
Company or the Guarantor with any provision of the Indenture with respect to the
Securities may be waived (other than certain provisions, including any
continuing Default or Event of Default in the payment of the principal of or
premium, if any, Additional Amounts, if any, or interest on these Securities) by
the Holders of at least a majority in principal amount of the Securities then
outstanding in accordance with the terms of the Indenture. Without the consent
of any Holder, the Company, the Guarantor and the Trustee may amend or
supplement the Indenture or this Security to convey, transfer, assign, mortgage
or pledge to the Trustee as security for this Security any property or assets;
to evidence the succession of another entity to the Company or the Guarantor, or
successive successions, and the assumption by the successor entity of the
covenants, agreements and obligations of the Company or the Guarantor pursuant
to Section 4.01 or 4.02 of the Indenture; to add to the covenants of the Company
or the Guarantor such further covenants, restrictions, conditions or provisions
as the Company or the Guarantor and the Trustee shall consider to be for the
protection of the Holders of Securities of one or more series, to surrender any
right or power herein conferred upon the Company or the Guarantor, and to make
the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions of an Event of
Default permitting the enforcement of all or any of the several remedies
provided in the Indenture, provided that in respect of any such additional
covenant, restriction, condition or provision such amendment or supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default; to cure any
ambiguity or to correct or supplement any provision contained in the Indenture
or in any supplemental indenture which may be defective or inconsistent with any
other provision contained in the Indenture or in any supplemental indenture,
provided that no such action shall adversely affect the interests of the Holders
of this Security; to evidence and provide for the acceptance of appointment
under the Indenture by a successor trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of the Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
under the Indenture by more than one trustee, pursuant to the requirements of
Section 6.08 or Section 6.09 of the Indenture; to provide for uncertificated
Securities in addition to or in place of certificated Securities; to comply with
any requirements, including the requirements of the SEC, in order to effect or
maintain the qualification of the Indenture under the TIA; to comply with the
rules or regulations of any securities exchange or automated quotations system
on which any of the Securities may be listed or traded; to make any change that
does not adversely affect the rights under the Indenture of any Holder; and to
effect the substitution of Devon HoldCo as the Parent under the Indenture and
the addition of Devon HoldCo as a "Guarantor" under the Indenture, in



                                      A-10
<PAGE>

each case as contemplated in connection with a Mitchell Restructuring Event
pursuant to Section 11.18 of the Indenture, and to make all such other
modifications as are necessary or desirable in light of such Mitchell
Restructuring Event to accomplish the transactions described in Section 11.18 of
the Indenture or as are not inconsistent with the Indenture and do not adversely
affect the rights of any Holder.

                  The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of this Security as of a date identified by the Trustee in a notice furnished to
Holders in accordance with the terms of the Indenture.

                  11. Defaults and Remedies. Events of Default include: (i)
default in the payment of the principal of or premium, if any, on any Security
at its Maturity; or (ii) default in the payment of interest, Liquidated Damages,
if any, or Additional Amounts, if any, upon any of the Securities when it
becomes due and payable, and continuance of such default for a period of 30
days; or (iii) default in the performance or observance, or breach, of any
covenant of the Company or the Guarantor in any Security or the Indenture (other
than a covenant a default in whose performance or whose breach is elsewhere in
Section 5.01 of the Indenture specifically dealt with), and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee or
to the Company, the Guarantor and the Trustee by the Holders of at least 25% in
aggregate principal amount of the outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under the Indenture; or (iv) default
by the Company or the Guarantor in the payment of any principal of any Funded
Debt of the Company or the Guarantor 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, and there has been given, by registered or certified mail, to
the Company and the Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the outstanding Securities a written notice specifying such default and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder unless (A) such default shall be cured, by payment or
otherwise, within 60 days after the receipt of such notice or (B) the
acceleration is not rescinded or annulled or the default that caused the
acceleration is not cured within 60 days after the receipt of such notice; or
(v) the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company or the Guarantor in an involuntary
case or proceeding under any applicable U.S. or Canadian Federal or State or
provincial bankruptcy, insolvency, reorganization, arrangement, dissolution,
winding-up or other similar law or (B) a decree or order adjudging the Company
or the Guarantor a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or the Guarantor under any applicable U.S. or Canadian
Federal or State or provincial law, or



                                      A-11
<PAGE>

appointing a custodian, receiver, receiver and manager, interim receiver,
administrator, monitor, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or the Guarantor or of any substantial part of
the property of the Company or the Guarantor, or ordering the winding up or
liquidation of the affairs of the Company or the Guarantor, and the continuance
of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; (vi) the
commencement by the Company or the Guarantor of a voluntary case or proceeding
under any applicable U.S. or Canadian Federal or State or provincial bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by either
of them to the entry of a decree or order for relief in respect of the Company
or the Guarantor in an involuntary case or proceeding under any applicable U.S.
or Canadian Federal or State or provincial bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against either of them, or the filing by either of
them of a petition or answer or consent seeking reorganization or relief under
any applicable U.S. or Canadian Federal or State or provincial law, or the
consent by either of them to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, receiver and manager, interim
receiver, administrator, monitor, liquidator, assignee, trustee, sequestrator or
similar official of the Company or the Guarantor or of any substantial part of
the property of the Company or the Guarantor, or the making by either of them of
an assignment for the benefit of creditors, or the admission by either of them
in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company or the Guarantor in furtherance of
any such action; or (vii) the Guarantees in respect of the Securities cease to
be in full force and effect or become unenforceable or invalid or are declared
null and void (other than in accordance with the terms of such Guarantees) or
the Guarantor denies or disaffirms its obligations under such Guarantees; or
(viii) any Mitchell Restructuring Event is consummated as contemplated in
Section 11.18 of the Indenture and, thereafter, Devon HoldCo fails to become a
"Guarantor" under the Indenture in accordance with Section 11.18 of the
Indenture.

                  If an Event of Default (other than an Event of Default
specified in clause (5) or (6) of Section 5.01 of the Indenture) with respect to
this Security occurs and is continuing, the Trustee by notice to the Company and
the Guarantor, or by the Holders of at least 25% in aggregate principal amount
of the then outstanding Securities by written notice to the Company, the
Guarantor and the Trustee, may declare the principal of and Liquidated Damages,
if any, Additional Amounts, if any, and interest on all then outstanding
Securities to be due and payable immediately. The amount due and payable upon
the acceleration of any Security is equal to 100% of the principal amount
thereof plus Liquidated Damages, if any, Additional Amounts, if any, and accrued
interest to the date of payment. Holders may not enforce the Indenture or this
Security except as provided in the Indenture. The Trustee does require indemnity
reasonably satisfactory to it before it enforces the Indenture or this Security.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal or



                                      A-12
<PAGE>

premium, if any, or interest) if it determines that withholding notice is in
their interests. The Company and the Guarantor each must furnish an annual
compliance certificate to the Trustee.

                  12. Additional Amounts. If the Company is required to withhold
or deduct any amount for or on account of any Taxes for any payment made under
or with respect to this Security, the Company will pay any Additional Amounts.

                  13. Discharge Prior to Maturity. The Indenture shall be
discharged and canceled upon the payment of all of the Securities and shall be
discharged except for certain obligations upon the irrevocable deposit with the
Trustee of cash, or U.S. Government Obligations or a combination thereof
sufficient for such payment.

                  14. Trustee Dealings with the Company and the Guarantor. The
Trustee in its individual or any other capacity may become the owner or pledgee
of this Security and may otherwise deal with the Company, the Parent or any of
their Affiliates with the same rights it would have if it were not the Trustee.

                  15. No Recourse Against Others. A director, officer, employee
or stockholder of the Company or the Guarantor, as such, shall not have any
liability for any obligations of the Company or the Guarantor under this
Security, the Guarantee or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Holder by accepting
this Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.

                  16. Authentication. This Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that this Security has been
authenticated under the Indenture.

                  17. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused a CUSIP number to be printed on this Security as a convenience to the
Holders of this Security. No representation is made as to the correctness of
such number either as printed on this Security or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on this Security.

                  18. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

                  19. Governing Law. The Indenture, this Security and the
Guarantee shall be governed by and constructed in accordance with, the laws of
the State of New York. The



                                      A-13
<PAGE>

Company agrees to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding relating to this Security and the Guarantee.

                  20. Additional Rights and Obligations of Holders. In addition
to the rights provided to Holders of Securities under the Indenture, this
Security and the Guarantee, Holders shall have all the rights set forth in the
Registration Rights Agreement, dated as of the Issue Date (the "Registration
Rights Agreement"), among the Company, Devon Energy Corporation and the Initial
Purchasers. Each Holder, by his acceptance thereof, acknowledges and agrees to
the provisions of the Registration Rights Agreement, including without
limitation the obligations of the Holders with respect to a registration and the
indemnification of the Company and the Guarantor to the extent provided
therein.*

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                  Devon Financing Corporation, U.L.C.
                  20 North Broadway, Suite 1500
                  Oklahoma City, Oklahoma 73102-8260
                  Attention: General Counsel
                  Telephone No.: (405) 235-3611
                  Telecopier No.: (405) 552-4550

* This paragraph should be included only if the Security is a Series A Security.



                                      A-14
<PAGE>

                          FORM OF NOTATION ON SECURITY
                              RELATING TO GUARANTEE

                  The Guarantor (which term includes any successor Person in
such capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of
and premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and
interest on these Securities and all other amounts due and payable under the
Indenture and these Securities by the Company.

                  The obligations of the Guarantor to the Holders of Securities
and to the Trustee pursuant to the Guarantees and the Indenture are expressly
set forth in Article IX of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee.

                                       Guarantor:

                                       DEVON ENERGY CORPORATION


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                      A-15
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to
                                    --------------------------------------------

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:
     ----------------------------------

Your Signature:
               -----------------------------------------------------------------
               (Sign exactly as your name appears on the face of this Security)

Signature
Guarantee:
          ----------------------------------------------------------------------
            (Participant in a Recognized Signature Guaranty Medallion Program)



                                      A-16
<PAGE>

                      SCHEDULE OF EXCHANGES OF SECURITIES**

                  The following exchanges, redemptions or repurchases of a part
of this Global Security have been made:

<Table>
<Caption>
                                                                       PRINCIPAL AMOUNT OF
                          AMOUNT OF DECREASE     AMOUNT OF INCREASE      GLOBAL SECURITY         SIGNATURE OF
                          IN PRINCIPAL AMOUNT   IN PRINCIPAL AMOUNT      FOLLOWING SUCH       AUTHORIZED OFFICER,
    DATE OF                    OF GLOBAL             OF GLOBAL            DECREASE (OR           TRUSTEE OR
  TRANSACTION                  SECURITY              SECURITY              INCREASE)         SECURITIES CUSTODIAN
  -----------             -------------------   -------------------    -------------------   --------------------
<S>                       <C>                   <C>                    <C>                   <C>


</Table>

** This Schedule should be included only if the Security is a Global Security.



                                      A-17
<PAGE>

                                                                       EXHIBIT B

                            FACE OF 30-YEAR SECURITY

                             GLOBAL SECURITY LEGEND

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
         SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED
         EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
         BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
         THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
         DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITORY
         TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE
         APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS CERTIFICATE IS
         PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY
         OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
         (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
         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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.*

                            PRIVATE PLACEMENT LEGEND

                  THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
         SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
         SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
         OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
         EXEMPT FROM, OR NOT



                                      B-1
<PAGE>

         SUBJECT TO, SUCH REGISTRATION. BY ITS ACQUISITION OF THIS SECURITY OR
         OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

                      1. REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL
              BUYER, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
              144A"), OR (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE
              TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
              ACT ("REGULATION S");

                      2. AGREES THAT IT WILL OFFER, SELL OR OTHERWISE TRANSFER
              THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
              LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
              EITHER DEVON FINANCING CORPORATION, U.L.C. OR ANY OF ITS
              AFFILIATES WAS THE HOLDER OF THIS SECURITY (OR ANY PREDECESSOR OF
              SUCH SECURITY), ONLY (A) TO DEVON ENERGY CORPORATION, DEVON
              FINANCING CORPORATION, U.L.C. OR ANY OF THEIR RESPECTIVE
              SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
              BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
              AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
              TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
              BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT
              OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
              NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
              RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
              UNITED STATES WITHIN THE MEANING OF REGULATION S, OR (E) PURSUANT
              TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
              REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH OF THE CASES
              ABOVE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
              STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;

                      3. AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
              SECURITY OR AN INTEREST



                                      B-2
<PAGE>

              HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
              LEGEND; AND

                      4. AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR
              OTHERWISE TRANSFERS THIS SECURITY, DEVON FINANCING CORPORATION,
              U.L.C., MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A
              WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
              INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH
              PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE
              REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  AS USED IN THIS SECURITY, THE TERMS "OFFSHORE TRANSACTION,"
         "U.S. PERSON" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM
         WITHIN REGULATION S.**

                  REGULATION S TEMPORARY GLOBAL SECURITY LEGEND

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
         SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
         CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
         HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
         REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE
         PAYMENT OF INTEREST HEREON.***

                              144A SECURITY LEGEND

                  EACH PURCHASER OF THE SECURITY IS HEREBY NOTIFIED THAT THE
         SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
         PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER.****

*        This paragraph should be included only if the Security is a Global
         Security.

**       These paragraphs should be included only if the Security is a
         Restricted Definitive Security or a Restricted Global Security.

***      This paragraph should be included only if the Security is a Regulation
         S Temporary Global Security.

****     This paragraph should be included only if the Security is a Series A
         Security that is a 144A Global Security or a Definitive Security sold
         to QIBs pursuant to Rule 144A.



                                      B-3
<PAGE>

                       DEVON FINANCING CORPORATION, U.L.C.

                     7.875% SERIES [A/B] DEBENTURE DUE 2031

CUSIP No.                                                            $__________

                  Devon Financing Corporation, U.L.C., an unlimited liability
company organized under the laws of the province of Nova Scotia, Canada (the
"Company"), for value received promises to pay to ___________________________ or
registered assigns, the principal sum of $_________ Dollars [or such greater or
lesser amount as is indicated on the Schedule of Exchanges of Securities on the
other side of this Security*] on September 30, 2031.

                  Interest Payment Dates: March 30 and September 30

                  Record Dates: March 15 and September 15

                  Reference is hereby made to the further provisions of this
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.



                                      B-4
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by one of its duly authorized officers.

Dated:

                                       DEVON FINANCING CORPORATION, U.L.C.


                                       By:
                                          --------------------------------------

Certificate of Authentication:

THE CHASE MANHATTAN BANK,
as Trustee, certifies that this is one of
this Security referred to in the within-
mentioned Indenture.


By:
   ------------------------------------
         Authorized Signature

* This phrase should be included only if the Security is a Global Security.



                                      B-5
<PAGE>

                           REVERSE OF 30-YEAR SECURITY

                       DEVON FINANCING CORPORATION, U.L.C.

                      7.875% SERIES A/B DEBENTURE DUE 2031

                  This Security is one of a duly authorized issue of 7.875%
Series A/B Debenture due 2031 (the "Securities") of Devon Financing Corporation,
U.L.C., an unlimited liability company organized under the laws of the province
of Nova Scotia, Canada (the "Company").

                  1. Interest. The Company promises to pay interest on the
principal amount of this Security at 7.875% per annum from October 3, 2001 until
maturity. The Company will pay interest semiannually on March 30 and September
30 of each year (each an "Interest Payment Date"), or if any such day is not a
Business Day, on the next succeeding Business Day. Interest on this Security
will accrue from the most recent Interest Payment Date on which interest has
been paid or, if no interest has been paid, from October 3, 2001; provided that
if there is no existing Default in the payment of interest, and if this Security
is authenticated between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. Further, the Company shall pay interest on
overdue principal, premium, if any, Liquidated Damages, if any, and Additional
Amounts, if any, from time to time on demand at a rate equal to the interest
rate then in effect; it shall pay interest, Liquidated Damages, if any, and
Additional Amounts, if any, on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  2. Method of Payment. The Company will pay interest on this
Security (except defaulted interest) to the Persons who are registered Holders
of this Security at the close of business on the record date next preceding the
Interest Payment Date, even if this Security is canceled after such record date
and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payments of principal, premium, if any,
Liquidated Damages, if any, and Additional Amounts, if any. The Company will pay
the principal of and premium, if any, Liquidated Damages, if any, and Additional
Amounts, if any, and interest on this Security in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium, if any, Liquidated Damages, if any,
Additional Amounts, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company; provided that if no account is specified, the Company may choose to
make payment at the Corporate Trust Office of the Trustee or by mailing a check
to the Holder's registered address. The Company will make all payments in
respect of a certificated Security (including principal, premium, if any,
Liquidated Damages, if any, Additional Amounts, if any, and interest) by



                                      B-6
<PAGE>

mailing a check to the registered address of each Holder thereof; provided,
however, that payments on a certificated Security will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).

                  3. Ranking and Guarantees. This Security is a senior unsecured
obligation of the Company and is guaranteed pursuant to a guarantee (the
"Guarantee") by Devon Energy Corporation, a Delaware corporation, and each other
Person, if any, named as the Guarantor in the Indenture (together, the
"Guarantor"). The Guarantee is a senior unsecured obligation of the Guarantor.
References herein to the Indenture or the Securities shall be deemed also to
refer to the Guarantees set forth in the Indenture except where the context
otherwise requires.

                  4. Optional Redemption. This 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 Security then
outstanding to be redeemed, or (2) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the Redemption 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 30 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 accrued and unpaid
interest, up to, but not including the Redemption Date.

                  "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 this
Security, 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.



                                      B-7
<PAGE>

                  "Independent Investment Banker" means UBS Warburg 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 Trustee.

                  "Optional Redemption Reference Treasury Dealer" means each of
up to five dealers to be selected by the Company and the Guarantor, 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 and the Guarantor 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 Securities 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 this Security, 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 this Security.

                  "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 this Security, 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.

                  5. Optional Redemption for Changes In Canadian Withholding
Taxes. The Securities will be subject to redemption in whole, but not in part,
at the Company's option and at any time, at a redemption price equal to 100% of
their principal amount, plus accrued and unpaid interest, if any, and Liquidated
Damages, if any, up to, but not including, the Redemption Date, in the event
that either the Company, the Guarantor or any other obligor under the
Securities, as the case may be, has become, or would become, obligated to pay,
on the next date on which any amount would be payable with respect to these
Securities, any Additional Amounts relating to any present or future Taxes, and
provided that the obligation to pay



                                      B-8
<PAGE>

Additional Amounts results from a change in the taxing laws and/or regulations
of Canada that is announced or becomes effective on or after the Issue Date;
provided, however; (1) no notice of redemption will be given earlier than 60
days prior to the earliest date on which the Company, the Guarantor or any other
obligor under the Securities, as the case may be, would be obligated to pay any
of these Additional Amounts if a payment with respect to this Security were then
due; (2) at the time any redemption notice is given, the obligation to pay these
Additional Amounts must remain in effect through the Redemption Date; and (3)
such obligation to pay Additional Amounts cannot be avoided by the Company by
taking reasonable measures available to it that it determines would not have an
adverse impact on it. Prior to any redemption of these Securities under these
provisions, the Company will deliver to the Trustee or any Paying Agent an
Officers' Certificate stating that the Company is entitled to effect the
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of redemption have occurred.

                  6. Paying Agent and Registrar. Initially, The Chase Manhattan
Bank (the "Trustee"), the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar, co-registrar
or additional paying agent without notice to any Holder. The Guarantor or any of
its Subsidiaries may act in any such capacity.

                  7. Indenture. The Company issued this Security under an
Indenture dated as of October 3, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Indenture") among the Company, Devon Energy
Corporation and the Trustee. The terms of this Security include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as in
effect on the date of execution of the Indenture. This Security and the
Guarantee are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. Capitalized terms used but
not defined in this Security have the respective meanings given to such terms in
the Indenture.

                  8. Denominations, Transfer, Exchange. This Security is in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of this Security may be registered and this
Security may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of this Security during the period between a record date and the
corresponding Interest Payment Date.

                  9. Persons Deemed Owners. The registered Holder of a Security
shall be treated as its owner for all purposes.



                                      B-9
<PAGE>

                  10. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or this Security may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities, and compliance in a particular instance by the
Company or the Guarantor with any provision of the Indenture with respect to the
Securities may be waived (other than certain provisions, including any
continuing Default or Event of Default in the payment of the principal of or
premium, if any, Additional Amounts, if any, or interest on these Securities) by
the Holders of at least a majority in principal amount of the Securities then
outstanding in accordance with the terms of the Indenture. Without the consent
of any Holder, the Company, the Guarantor and the Trustee may amend or
supplement the Indenture or this Security to convey, transfer, assign, mortgage
or pledge to the Trustee as security for this Security any property or assets;
to evidence the succession of another entity to the Company or the Guarantor, or
successive successions, and the assumption by the successor entity of the
covenants, agreements and obligations of the Company or the Guarantor pursuant
to Section 4.01 or 4.02 of the Indenture; to add to the covenants of the Company
or the Guarantor such further covenants, restrictions, conditions or provisions
as the Company or the Guarantor and the Trustee shall consider to be for the
protection of the Holders of Securities of one or more series, to surrender any
right or power herein conferred upon the Company or the Guarantor, and to make
the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions of an Event of
Default permitting the enforcement of all or any of the several remedies
provided in the Indenture, provided that in respect of any such additional
covenant, restriction, condition or provision such amendment or supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default; to cure any
ambiguity or to correct or supplement any provision contained in the Indenture
or in any supplemental indenture which may be defective or inconsistent with any
other provision contained in the Indenture or in any supplemental indenture,
provided that no such action shall adversely affect the interests of the Holders
of this Security; to evidence and provide for the acceptance of appointment
under the Indenture by a successor trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of the Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
under the Indenture by more than one trustee, pursuant to the requirements of
Section 6.08 or Section 6.09 of the Indenture; to provide for uncertificated
Securities in addition to or in place of certificated Securities; to comply with
any requirements, including the requirements of the SEC, in order to effect or
maintain the qualification of the Indenture under the TIA; to comply with the
rules or regulations of any securities exchange or automated quotations system
on which any of the Securities may be listed or traded; to make any change that
does not adversely affect the rights under the Indenture of any Holder; and to
effect the substitution of Devon HoldCo as the Parent under the Indenture and
the addition of Devon HoldCo as a "Guarantor" under the Indenture, in



                                      B-10
<PAGE>

each case as contemplated in connection with a Mitchell Restructuring Event
pursuant to Section 11.18 of the Indenture, and to make all such other
modifications as are necessary or desirable in light of such Mitchell
Restructuring Event to accomplish the transactions described in Section 11.18 of
the Indenture or as are not inconsistent with the Indenture and do not adversely
affect the rights of any Holder.

                  The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of this Security as of a date identified by the Trustee in a notice furnished to
Holders in accordance with the terms of the Indenture.

                  11. Defaults and Remedies. Events of Default include: (i)
default in the payment of the principal of or premium, if any, on any Security
at its Maturity; or (ii) default in the payment of interest, Liquidated Damages,
if any, or Additional Amounts, if any, upon any of the Securities when it
becomes due and payable, and continuance of such default for a period of 30
days; or (iii) default in the performance or observance, or breach, of any
covenant of the Company or the Guarantor in any Security or the Indenture (other
than a covenant a default in whose performance or whose breach is elsewhere in
Section 5.01 of the Indenture specifically dealt with), and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee or
to the Company, the Guarantor and the Trustee by the Holders of at least 25% in
aggregate principal amount of the outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under the Indenture; or (iv) default
by the Company or the Guarantor in the payment of any principal of any Funded
Debt of the Company or the Guarantor 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, and there has been given, by registered or certified mail, to
the Company and the Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the outstanding Securities a written notice specifying such default and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder unless (A) such default shall be cured, by payment or
otherwise, within 60 days after the receipt of such notice or (B) the
acceleration is not rescinded or annulled or the default that caused the
acceleration is not cured within 60 days after the receipt of such notice; or
(v) the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company or the Guarantor in an involuntary
case or proceeding under any applicable U.S. or Canadian Federal or State or
provincial bankruptcy, insolvency, reorganization, arrangement, dissolution,
winding-up or other similar law or (B) a decree or order adjudging the Company
or the Guarantor a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or the Guarantor under any applicable U.S. or Canadian
Federal or State or provincial law, or



                                      B-11
<PAGE>

appointing a custodian, receiver, receiver and manager, interim receiver,
administrator, monitor, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or the Guarantor or of any substantial part of
the property of the Company or the Guarantor, or ordering the winding up or
liquidation of the affairs of the Company or the Guarantor, and the continuance
of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; (vi) the
commencement by the Company or the Guarantor of a voluntary case or proceeding
under any applicable U.S. or Canadian Federal or State or provincial bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by either
of them to the entry of a decree or order for relief in respect of the Company
or the Guarantor in an involuntary case or proceeding under any applicable U.S.
or Canadian Federal or State or provincial bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against either of them, or the filing by either of
them of a petition or answer or consent seeking reorganization or relief under
any applicable U.S. or Canadian Federal or State or provincial law, or the
consent by either of them to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, receiver and manager, interim
receiver, administrator, monitor, liquidator, assignee, trustee, sequestrator or
similar official of the Company or the Guarantor or of any substantial part of
the property of the Company or the Guarantor, or the making by either of them of
an assignment for the benefit of creditors, or the admission by either of them
in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company or the Guarantor in furtherance of
any such action; or (vii) the Guarantees in respect of the Securities cease to
be in full force and effect or become unenforceable or invalid or are declared
null and void (other than in accordance with the terms of such Guarantees) or
the Guarantor denies or disaffirms its obligations under such Guarantees; or
(viii) any Mitchell Restructuring Event is consummated as contemplated in
Section 11.18 of the Indenture and, thereafter, Devon HoldCo fails to become a
"Guarantor" under the Indenture in accordance with Section 11.18 of the
Indenture.

                  If an Event of Default (other than an Event of Default
specified in clause (5) or (6) of Section 5.01 of the Indenture) with respect to
this Security occurs and is continuing, the Trustee by notice to the Company and
the Guarantor, or by the Holders of at least 25% in aggregate principal amount
of the then outstanding Securities by written notice to the Company, the
Guarantor and the Trustee, may declare the principal of and Liquidated Damages,
if any, Additional Amounts, if any, and interest on all then outstanding
Securities to be due and payable immediately. The amount due and payable upon
the acceleration of any Security is equal to 100% of the principal amount
thereof plus Liquidated Damages, if any, Additional Amounts, if any, and accrued
interest to the date of payment. Holders may not enforce the Indenture or this
Security except as provided in the Indenture. The Trustee does require indemnity
reasonably satisfactory to it before it enforces the Indenture or this Security.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal or



                                      B-12
<PAGE>

premium, if any, or interest) if it determines that withholding notice is in
their interests. The Company and the Guarantor each must furnish an annual
compliance certificate to the Trustee.

                  12. Additional Amounts. If the Company is required to withhold
or deduct any amount for or on account of any Taxes for any payment made under
or with respect to this Security, the Company will pay any Additional Amounts.

                  13. Discharge Prior to Maturity. The Indenture shall be
discharged and canceled upon the payment of all of the Securities and shall be
discharged except for certain obligations upon the irrevocable deposit with the
Trustee of cash, or U.S. Government Obligations or a combination thereof
sufficient for such payment.

                  14. Trustee Dealings with the Company and the Guarantor. The
Trustee in its individual or any other capacity may become the owner or pledgee
of this Security and may otherwise deal with the Company, the Parent or any of
their Affiliates with the same rights it would have if it were not the Trustee.

                  15. No Recourse Against Others. A director, officer, employee
or stockholder of the Company or the Guarantor, as such, shall not have any
liability for any obligations of the Company or the Guarantor under this
Security, the Guarantee or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Holder by accepting
this Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.

                  16. Authentication. This Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that this Security has been
authenticated under the Indenture.

                  17. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused a CUSIP number to be printed on this Security as a convenience to the
Holders of this Security. No representation is made as to the correctness of
such number either as printed on this Security or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on this Security.

                  18. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

                  19. Governing Law. The Indenture, this Security and the
Guarantee shall be governed by and constructed in accordance with, the laws of
the State of New York. The



                                      B-13
<PAGE>

Company agrees to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding relating to this Security and the Guarantee.

                  20. Additional Rights and Obligations of Holders. In addition
to the rights provided to Holders of Securities under the Indenture, this
Security and the Guarantee, Holders shall have all the rights set forth in the
Registration Rights Agreement, dated as of the Issue Date (the "Registration
Rights Agreement"), among the Company, Devon Energy Corporation and the Initial
Purchasers. Each Holder, by his acceptance thereof, acknowledges and agrees to
the provisions of the Registration Rights Agreement, including without
limitation the obligations of the Holders with respect to a registration and the
indemnification of the Company and the Guarantor to the extent provided
therein.*

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                  Devon Financing Corporation, U.L.C.
                  20 North Broadway, Suite 1500
                  Oklahoma City, Oklahoma 73102-8260
                  Attention: General Counsel
                  Telephone No.: (405) 235-3611
                  Telecopier No.: (405) 552-4550

* This paragraph should be included only if the Security is a Series A Security.



                                      B-14
<PAGE>

                          FORM OF NOTATION ON SECURITY
                              RELATING TO GUARANTEE

                  The Guarantor (which term includes any successor Person in
such capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of
and premium, if any, Additional Amounts, if any, and interest on these
Securities and all other amounts due and payable under the Indenture and these
Securities by the Company.

                  The obligations of the Guarantor to the Holders of Securities
and to the Trustee pursuant to the Guarantees and the Indenture are expressly
set forth in Article IX of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee.

                                       Guarantor:

                                       DEVON ENERGY CORPORATION


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                      B-15
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to
                                    --------------------------------------------

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:
     ----------------------------------

Your Signature:
               -----------------------------------------------------------------
               (Sign exactly as your name appears on the face of this Security)

Signature
Guarantee:
          ----------------------------------------------------------------------
            (Participant in a Recognized Signature Guaranty Medallion Program)



                                      B-16
<PAGE>

                      SCHEDULE OF EXCHANGES OF SECURITIES**

                  The following exchanges, redemptions or repurchases of a part
of this Global Security have been made:

<Table>
<Caption>
                                                                       PRINCIPAL AMOUNT OF
                          AMOUNT OF DECREASE     AMOUNT OF INCREASE      GLOBAL SECURITY         SIGNATURE OF
                          IN PRINCIPAL AMOUNT   IN PRINCIPAL AMOUNT      FOLLOWING SUCH       AUTHORIZED OFFICER,
     DATE OF                   OF GLOBAL             OF GLOBAL            DECREASE (OR            TRUSTEE OR
   TRANSACTION                 SECURITY               SECURITY              INCREASE)        SECURITIES CUSTODIAN
   -----------            -------------------   -------------------    -------------------   --------------------
<S>                       <C>                   <C>                    <C>                   <C>


</Table>

** This Schedule should be included only if the Security is a Global Security.



                                      B-17
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF TRANSFER


Devon Financing Corporation, U.L.C.
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Attention: General Counsel

The Chase Manhattan Bank
600 Travis Street, Suite 1150
Houston, Texas 77002
Attention: Corporate Trust Administration

                  Re: 6.875% Notes due 2011/7.875% Debentures due 2031

                  Reference is hereby made to the Indenture, dated as of October
3, 2001 (the "Indenture"), among Devon Financing Corporation, U.L.C., as issuer
(the "Company"), Devon Energy Corporation, as guarantor (the "Guarantor"), and
The Chase Manhattan Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

                  ______________, (the "Transferor") owns and proposes to
transfer the Security[s] or interest in such Security[s] specified in Annex A
hereto, in the principal amount of $___________ in such Security[s] or interests
(the "Transfer"), to __________ (the "Transferee"), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby certifies
that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Security is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive
Security for its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and each such
account is a "qualified institutional buyer" within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any State of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive
Security will be subject to the restrictions on transfer enumerated in the
Private Placement



                                      C-1
<PAGE>

Legend printed on the Global Security and/or the Definitive Security and in the
Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Regulation S under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x)
at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Global Security and/or the Definitive Security and in the Indenture and the
Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Securities and
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any State of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

                  (a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

or

                  (b) [ ] such Transfer is being effected to the Parent, the
Company, or any of their respective Subsidiaries;

or

                  (c) [ ] such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act.



                                      C-2
<PAGE>

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL SECURITY OR OF AN UNRESTRICTED DEFINITIVE SECURITY.

                  (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities, or Restricted Definitive Securities and in the Indenture.

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144 or
Regulation S and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities or Restricted Definitive Securities and in the Indenture.



                                      C-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                       [Insert Name of Transferor]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated:  ___________, ____



                                      C-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

                  (a)      [ ] a beneficial interest in the Global Security
                           (CUSIP [      ]), or

                  (b)      [ ] a Restricted Definitive Security.

2.       After the Transfer the Transferee will hold:

[CHECK ONE]

                  (a)      [ ] a beneficial interest in the Global Security
                           (CUSIP [      ]); or

                  (b)      [ ] a Restricted Definitive Security; or

                  (c)      [ ] an Unrestricted Definitive Security,

              in accordance with the terms of the Indenture.



                                      C-5
<PAGE>

                                                                       EXHIBIT D


                         FORM OF CERTIFICATE OF EXCHANGE


Devon Financing Corporation, U.L.C.
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Attention: General Counsel

The Chase Manhattan Bank
600 Travis Street, Suite 1150
Houston, Texas 77002
Attention: Corporate Trust Administration

                  Re: 6.875% Notes due 2011/7.875% Debentures due 2031

                  Reference is hereby made to the Indenture, dated as of October
3, 2001 (the "Indenture"), among Devon Financing Corporation, U.L.C., as issuer
(the "Company"), Devon Energy Corporation, as guarantor (the "Guarantor"), and
The Chase Manhattan Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

                  ____________, (the "Owner") owns and proposes to exchange the
Security[s] or interest in such Security[s] specified herein, in the principal
amount of $____________ in such Security[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY:

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
SECURITY. In connection with the Exchange of the Owner's beneficial interest in
a Restricted Global Security for a beneficial interest in an Unrestricted Global
Security in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Securities and pursuant to and in
accordance with the U.S. Securities Act of 1933, as amended (the "Securities
Act"), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security is being acquired in compliance with any applicable blue sky securities
laws of any State of the United States.



                                      D-1
<PAGE>

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global
Security for an Unrestricted Definitive Security, the Owner hereby certifies (i)
the Definitive Security is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Securities and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Security is being acquired in compliance with any applicable blue sky securities
laws of any State of the United States.

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In
connection with the Owner's Exchange of a Restricted Definitive Security for a
beneficial interest in an Unrestricted Global Security, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Securities
and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any State of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner's
Exchange of a Restricted Definitive Security for an Unrestricted Definitive
Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Security
is being acquired in compliance with any applicable blue sky securities laws of
any State of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL SECURITIES

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with
the Exchange of the Owner's beneficial interest in a Restricted Global Security
for a Restricted Definitive Security with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Security is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in



                                      D-2
<PAGE>

the Private Placement Legend printed on the Restricted Definitive Security and
in the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection
with the Exchange of the Owner's Restricted Definitive Security for a beneficial
interest in the [CHECK ONE] 144A Global Security, Regulation S Global Security
with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Securities and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any State of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Security
and in the Indenture and the Securities Act.



                                      D-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                       -----------------------------------------
                                                [Insert Name of Owner]




                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


Dated:  __________, ____



                                      D-4