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               SUPPLEMENTAL BENEFIT AGREEMENT
                              
                              
      THIS  AGREEMENT  made  effective as  of  the  31st
day  of December, 1998.

BETWEEN:

     NORTHSTAR  ENERGY CORPORATION, a body corporate  having
     offices  in  the  City of Calgary, in the  Province  of
     Alberta (hereinafter referred to as "Northstar")

                                    OF THE FIRST PART

     JOHN  A.  HAGG, an individual residing in the  City  of
     Calgary,   in  the  Province  of  Alberta  (hereinafter
     referred to as "Hagg")

                                 OF THE SECOND PART BACKGROUND:

(a)  Hagg is presently employed as its Chairman;

(b)  Hagg has devoted considerable efforts on behalf of
     Northstar as an employee of Northstar and its
     predecessor corporations;
(c)  the pension benefits that may be provided for Hagg
     through a registered  plan are, due to maximum benefit
     levels  imposed by  the Income Tax Act, not adequate to
     provide Hagg with  a retirement income commensurate with his
     contributions to the corporation; and
     
(d)  Hagg is currently a highly valued employee of Northstar
     and Northstar  wishes to provide Hagg an incentive to remain
     in the  employ of Northstar and wishes to provide Hagg with
     an adequate  retirement  income  in  recognition  of  his
     long service.
     
     NOW THEREFORE, the parties hereto agree as follows:
                              
                          ARTICLE I
                       INTERPRETATION
                              
1.01       Definitions.  In this Agreement, the  following
words and phrases shall have the following meanings:

"Agreement" means this Supplemental Benefit Agreement;

"Compensation"  means, in the respect of any calendar  year,
the aggregate of:

(a)  the annual base salary paid by Northstar to Hagg during
     that year; plus
     
(b)  any  remuneration paid by Northstar to Hagg  in  that
     year pursuant  to any profit sharing or officer or employee
     incentive, compensation or bonus program; but
     
(c)   not  including  any amount paid under this  Agreement,
any amount   paid   due   to   Hagg's  termination   of
employment, contributions  made on behalf of Hagg pursuant
to  the  Northstar Savings Plan, any amount included in
income attributable  to  the exercise  of  (or  acceleration
of rights in) a stock  option  or receipt of a stock award;
"Corporation" means Northstar;

"Final  Average  Compensation" shall  mean  the  average  of
the highest  annual  Compensation earned by  Hagg  during
the  three consecutive  calendar  years  of his  employment
during  the  10 calendar years immediately preceding his
attainment of age 60  or his earlier termination of
employment, as the case may be;

"Retirement  Benefit"  means the retirement  benefit
payable  by Northstar to Hagg pursuant to paragraph 2.01
hereof; and

"Spouse" means Hagg's wife, Kristin Bengsten Hagg.

1.02       Headings.  The headings of the Articles and
paragraphs herein  are inserted for convenience of reference
only and  shall not affect the meaning or construction
hereof.
1.03      Applicable Law.  This Agreement shall be construed
and interpreted  in  accordance with the  laws  of  the
Province  of Alberta and the federal laws of Canada
applicable therein.   Each of  the parties hereby
irrevocably attorn to the jurisdiction  of the courts of the
Province of Alberta with respect to any matters arising out
of this Agreement.

                         ARTICLE II
                     RETIREMENT PAYMENT
                              
2.01       Amount of Payment.  Upon his retirement as an
employee of  Northstar (as provided below), the Corporation
shall  pay  to Hagg  an  annual Retirement Benefit in the
amount of 65%  of  his Final  Average  Compensation.
Provided, in the event  that  Hagg terminates  employment
prior to his retirement date (as  provided below),  then,
his Retirement Benefit shall be calculated  as  of such date
based on his then earned Final Average Compensation.
The  Retirement  Benefit shall  commence  upon  Hagg's
retirement or upon Hagg attaining the age of 60 years,
whichever is  later.  The Retirement Benefit shall be
payable to  Hagg  for his  lifetime,  subject to the
survivor benefit  payable  to  his Spouse pursuant to
paragraph 2.03 hereof.
2.02       Manner  of  Payment.  The Retirement  Benefit
payable hereunder  at any point in time shall be calculated
in  Canadian dollars  but  shall be paid in U.S. dollars
using the  conversion rate  in effect at the time of each
payment based on the rate  of exchange  as quoted by the
Bank of Canada (or, if not so  quoted, the  spot rate of
exchange quoted for wholesale transactions made by  Bank  of
America Canada at Toronto, Ontario), however,  such exchange
rate shall not be less than a conversion rate of .70 or
greater than 1.00 from Canadian to U.S. dollars.
2.03       Survivor Benefit.  In the event of Hagg's death
after commencement of the payment of the Retirement Benefit,
his Spouse will continue to receive 60% of the Retirement
Benefit during her lifetime.

In the event of Hagg's death, prior to commencement of the
payment  of the Retirement Benefit, his Spouse's entitlement
to receipt of 60% of the Retirement Benefit shall commence
on the day that Hagg would have attained the age of 60 years
or the date of  his  death, whichever occurs later, and such
shall be payable to her thereafter during her lifetime.
2.04      Disability Benefit.  In the event that Hagg is
disabled while  employed by Northstar and is, as a result
thereof,  unable to  continue  his employment with
Northstar, Hagg's  then  earned Retirement  Benefit will
commence when Hagg attains age  60.   If the  disability
occurs after Hagg attains the  age  of  60,  the Retirement
Benefit payments shall commence upon the occurrence of the
disability.
2.05       No  Adjustment.  Except as provided in paragraph  2.02
herein,  with respect to currency conversion, there  will
be  no adjustment  to the Retirement Benefit payable to Hagg
after  such payments  commence, whether inflationary,
deflationary, or  other wise.

                         ARTICLE III
                   FUNDING AND TERMINATION
                              
3.01       Funding  Policy.   The  Retirement  Benefit
payable hereunder shall not be funded by Northstar in any
way, in advance of  payment  to Hagg.  The Retirement
Benefit shall be unsecured contractual obligation of
Northstar, payable from the available funds of Northstar,
and with payment of the  annual  Retirement Benefit  being
made to Hagg in equal monthly installments.  The Survivor
Benefit payable to his Spouse shall similarly be  paid. Hagg
may,  at  his  sole option, require  Northstar  to  provide
reasonable   security  for  the  ongoing   obligations
of the Corporation to make the Retirement Benefit payments,
at the  time of his retirement or thereafter, but not prior
thereto.
3.02      Commutation.  Northstar may, with the written
agreement of  Hagg or his Spouse, as the case may be, at any
time after the date of the first payment of the Retirement
Benefit, commute into a  lump sum the value of the remaining
Retirement Benefit payable under this Agreement and pay such
commuted lump sum value to Hagg or his Spouse, as
applicable.

3.03       Continuation of Employment.  In consideration for
the benefits        payable  hereunder,  Hagg  agrees  to
continue   his employment  with Northstar from January 1,
1999 through  December 31,  2000  in the capacity as he
presently serves as of the  date this   Agreement  is
executed.   However, notwithstanding any provision herein to
the contrary, Hagg will forfeit no  benefits payable  under
the terms of this Agreement in the event that  his
employment  with  Northstar terminates for any  reason
prior  to December 31, 2000.
3.04       Termination Of Employment.  The  Retirement
Benefit payable  to Hagg, and the Survivor Benefit payable
to his Spouse, as the case may be, shall, subject to the
provisions of paragraph 2.01 hereof, be payable by Northstar
notwithstanding the date  of Hagg's retirement  or  whether
his  employment  is  terminated voluntarily or involuntarily
at any time.

                         ARTICLE IV
                           GENERAL
                              
4.01       Confidentiality.  Hagg shall not at any time  use
for his  own  purposes or purposes other than those of
Northstar,  or improperly divulge or communicate to anyone,
confidential information which he receives or obtains in
relation to the business  or affairs  of  Northstar, other
than information which  is  in  the public  domain  or
which  enters the public  domain  other  than through the
act or failure to act on the part of Hagg.
4.02      Non-Competition.  Hagg agrees that, at the time of
his retirement  or  termination  of  his  employment,  he
will  make available to Northstar, at reasonable times, the
benefits of  his experience  and  advice in a consulting
capacity,  provided  that Northstar   pays  to  Hagg  the
costs  and  expenses,  including travelling expenses,
incurred by him in connection with rendering such services.
In addition, Hagg agrees that he will not, within a two year
period following commencement of payment of Retirement
Benefits hereunder, without prior written approval from the
board of directors of Northstar, either individually or in
partnership or in conjunction with any person or entity,
carry on or be engaged in or connected with any business
that is in direct competition with the business carried on
by Northstar at the time of Hagg's retirement.  Nothing
herein contained shall restrict or prohibit Hagg from making
equity investments in any company or other business entity
in the oil and gas industry or in any other industry sector
in which Northstar is carrying on business at the time of
Hagg's  retirement, provided  that  the  investment is
passive  in  nature and Hagg is not involved in  the
management, direction or ongoing operation of that company
or other  business entity.
4.03      Severable.  If any provision of this Agreement
shall be held  to  be  invalid,  illegal or unenforceable,
the  validity, legality  or enforceability of the remaining
provisions  of  this Agreement shall not in any way be
affected or impaired thereby.
4.04       Entire  Agreement.   This  Agreement  constitutes
the entire  agreement between the parties hereto with
respect to  the subject  matter  hereof  and  supersedes
all  prior  agreements, understandings,  negotiations and
discussions,  whether  oral or
written, among the parties with respect to the subject
matter of this Agreement.
4.05       Amendments.   No amendment or modification  of
this Agreement shall be binding unless in writing, signed by
each      of the parties hereto.
4.06      Waiver.  No waiver by either party hereto of any
breach of  any of the provisions of this Agreement shall
take effect or be  binding upon the party unless in writing
and signed  by  such party.  Unless otherwise provided
therein, such waiver shall  not limit  or  affect the rights
of such party with  respect  to  any other breach.
4.07       Successors  and  Assigns.   This  Agreement
shall be non-assignable but shall enure to the benefit and
be binding upon the parties hereto and their respective
heirs, executors, administrators, other legal personal
representatives.
4.08       Guarantee By Devon Energy.  Devon Energy
Corporation, an Oklahoma corporation, does hereby guarantee
the performance of all  of  the obligations of Northstar to
Hagg under the terms of this Agreement.
4.09       Effect of Agreement on Prior Related Agreement.   This
Agreement supersedes and replaces that certain agreement
between Northstar and Hagg entitled "Supplemental Benefit
Agreement"  and dated January 1, 1996.
4.10      Further Acts.  The parties hereto agree to execute
and deliver such further and other documents and perform and
cause to be  performed such further and other acts and
things  as  may be necessary  or  desirable in order to give
full  effect  to  this Agreement and every part hereof.

           IN  WITNESS  WHEREOF, the parties have  executed
this Agreement as of the day and year first above written.

          Executed this 17th day of February, 1999.

NORTHSTAR ENERGY CORPORATION

Per:__________________________
    /s/ John A. Hagg
        John A. Hagg

ACCEPTED AND AGREED TO THIS 17th DAY OF FEBRUARY, 1999:

DEVON ENERGY CORPORATION

Per:  /s/William T. Vaughn
         William T. Vaughn