exv4w2






Exhibit 4.2




DEVON ENERGY CORPORATION




To



UMB BANK, NATIONAL ASSOCIATION,



as Trustee



 





Supplemental Indenture No. 1

Dated as of July 12, 2011



To



Indenture



Dated as of July 12, 2011



 





$500,000,000 2.40% Senior Notes due 2016

$500,000,000 4.00% Senior Notes due 2021

$1,250,000,000 5.60% Senior Notes due 2041



     SUPPLEMENTAL INDENTURE NO. 1, dated as of July 12, 2011 (this “Supplemental Indenture”),
between DEVON ENERGY CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”), and UMB BANK, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United States, as Trustee (herein
called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has heretofore delivered to the Trustee an Indenture, dated as of July 12, 2011
(the “Senior Indenture”), providing for the issuance from time to time of Debt Securities of the
Company.



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



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













 





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



     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:



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



ARTICLE I




RELATION TO SENIOR INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION



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



     SECTION 1.2 DEFINITIONS. The following definitions applicable to the series of Debt Securities provided for
herein shall be in addition to those indicated in Section 1.01 of the Senior Indenture:



     “2016 Notes” shall have the meaning set forth in Section 2.1 of this Supplemental
Indenture.



     “2021 Notes” shall have the meaning set forth in Section 2.1 of this Supplemental
Indenture.



     “2041 Notes” shall have the meaning set forth in Section 2.1 of this Supplemental
Indenture.



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, 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.



     “Independent Investment Banker” means an independent investment banking institution of
national standing appointed by the Company.



     “Notes” means the 2016 Notes, the 2021 Notes and the 2041 Notes, individually and/or
collectively, as the context requires.



     “Optional Redemption Reference Treasury Dealer” means each of Goldman, Sachs & Co.,
Morgan Stanley & Co. LLC, UBS Securities LLC, 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 (each, a “Primary Treasury Dealer”), the Company will
substitute for it another Primary Treasury Dealer.



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



     “Optional Redemption Comparable Treasury Price” means the average of the Optional
Redemption Reference Treasury Dealer Quotations for the applicable Redemption Date.



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



     SECTION 1.3 RULES OF CONSTRUCTION. For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:



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



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



ARTICLE II




THE SERIES OF NOTES



     SECTION 2.1 TITLE OF THE DEBT SECURITIES; DENOMINATIONS. There is hereby created under the Senior Indenture a
series of Debt Securities designated the 2.40% Senior Notes due 2016 (the “2016 Notes”), a series
of Debt Securities designated the 4.00% Senior Notes due 2021 (the “2021 Notes”) and a series of
Debt Securities designated the 5.60% Senior Notes due 2041 (the “2041 Notes”). The Notes shall be
issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.



     SECTION 2.2 LIMITATIONS ON AGGREGATE PRINCIPAL AMOUNT. The aggregate principal amount of the 2016 Notes shall
be initially limited to $500,000,000, the aggregate principal amount of the 2021 Notes shall be
initially limited to $500,000,000, and the aggregate principal amount of the 2041 Notes shall be
initially limited to $1,250,000,000, subject, in each case, to the Company’s right to increase such
limit following the original issuance of the Notes upon delivery to the Trustee of a Company Order
specifying any higher limit. Except as provided in this Section, the Company shall not execute and
the Trustee shall not authenticate or



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deliver the 2016 Notes, the 2021 Notes or the 2041 Notes in excess of such aggregate principal
amounts.




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



     SECTION 2.3 INTEREST AND INTEREST RATES; MATURITY DATES. The 2016 Notes will bear interest at a rate of 2.40%
per annum, the 2021 Notes will bear interest at a rate of 4.00% per annum and the 2041 Notes will
bear interest at a rate of 5.60% per annum, in each case from July 12, 2011 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in
arrears on January 15 and July 15 of each year, commencing January 15, 2012 (each, an “Interest
Payment Date”), to the Person in whose name such Note is registered at the close of business on the
January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (each, a “Regular Record Date”). Interest on the Notes will be computed on
the basis of a 360-day year consisting of twelve 30-day months. The interest so payable on any
Note which is not punctually paid or duly provided for on any Interest Payment Date shall forthwith
cease to be payable to the Person in whose name such Note is registered on the relevant Regular
Record Date, and such defaulted interest shall instead be payable to the Person in whose name such
Note is registered on the Special Record Date or other specified date determined in accordance with
Section 3.07 of the Senior Indenture.



     The 2016 Notes will mature on July 15, 2016, the 2021 Notes will mature on July 15, 2021 and
the 2041 Notes will mature on July 15, 2041.



     SECTION 2.4 REDEMPTION.



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



     (b) The 2016 Notes may be redeemed at any time at the option of the Company as set forth in
the form of 2016 Note attached as Exhibit A hereto, the 2021 Notes may be redeemed at any
time at the option of the Company as set forth in the form of 2021 Note attached as Exhibit
B hereto and the 2041 Notes may be redeemed at any time at the option of the Company as set
forth in the form of 2041 Note attached as Exhibit C hereto.



     SECTION 2.5 PLACES OF PAYMENT. The Places of Payment where the Notes may be presented or surrendered for
payment, where the Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and the Senior Indenture may be
served shall be at the Corporate Trust Office of the Trustee initially located at 928 Grand Blvd.,
6th Floor, Kansas City, Missouri 64106.



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



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



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



     SECTION 2.9 FORM OF NOTES. The 2016 Notes shall be substantially in the form attached as Exhibit A
hereto, the 2021 Notes shall be substantially in the form attached as Exhibit B hereto and
the 2041 Notes shall be substantially in the form attached as Exhibit C hereto.



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



     SECTION 2.11 EVENTS OF DEFAULT. In addition to the Events of Default specified in Section 8.01 of the Senior
Indenture, the following shall constitute an Event of Default with respect to each series of the
Notes: any default by the Company in the payment of any principal of any Funded Debt of the Company
outstanding in an aggregate principal amount in excess of $50,000,000 at the final stated maturity
thereof or the occurrence of any other default thereunder, the effect of which default is to cause
such Funded Debt to become, or to be declared, due prior to its final stated maturity if (A) such
default in payment is not cured, by payment or otherwise, within 60 days after there has been
given, by registered or certified mail, to the Company by the Trustee, or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the outstanding Notes of such series,
a written notice specifying such default and requiring it to be remedied and stating that such
notice is a “Notice of Default” under the Senior Indenture (each, a “Notice of Default”), and the
receipt by the Company of such Notice of Default or (B) the acceleration is not rescinded or
annulled or the default that caused the acceleration is not cured within 60 days after the receipt
by the Company of such Notice of Default.



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ARTICLE III




MISCELLANEOUS PROVISIONS



     SECTION 3.1 RATIFICATION AND INCORPORATION OF SENIOR INDENTURE. Except as expressly modified or amended
hereby, the Senior Indenture continues in full force and effect and is in all respects ratified,
confirmed and preserved. The Senior Indenture and this Supplemental Indenture shall be read, taken
and construed as one and the same instrument.



     SECTION 3.2 GOVERNING LAW; WAIVER OF JURY TRIAL. This Supplemental Indenture and each Note shall be governed
by and construed in accordance with the laws of the State of New York, without regard to conflicts
of law principles thereof, except to the extent that the law of any other jurisdiction shall be
mandatorily applicable. This Supplemental Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended and shall, to the extent applicable, be governed by such
provisions. If and to the extent that any provision of this Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by, or another provision included in this
Supplemental Indenture which is required to be included in this Supplemental Indenture by any of
the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties
or incorporated provision shall control.



     EACH PARTY HERETO, AND EACH HOLDER OF THE NOTES BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUPPLEMENTAL
INDENTURE.



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



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



[signature page follows]



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



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	/s/ Jeffrey L. Ritenour
 	 
	 	 	Name:  	Jeffrey L. Ritenour 	 
	 	 	Title:  	Senior Vice President, Corporate
Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	UMB BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Doug Hare
 	 
	 	 	Name:  	Doug Hare 	 
	 	 	Title:  	Vice President 	 
	 




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Exhibit A to

Supplement Indenture No. 1.




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



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



DEVON ENERGY CORPORATION




2.40% Senior Notes due 2016



			
	Registered No. ______
	 	PRINCIPAL AMOUNT
	CUSIP NO. 25179M AJ2
	 	$_____________






     DEVON ENERGY CORPORATION, a Delaware corporation (herein referred to as the “Company,” which
term includes any successor entity under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to ______, or registered assigns, upon presentation, the
principal sum of $__________ on July 15, 2016 (the “Stated Maturity Date”) and to pay interest
thereon from July 12, 2011 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on January 15 and July 15 of each year (each, an
“Interest Payment Date”), commencing January 15, 2012, at the rate of 2.40% per annum, until the
principal hereof is paid or duly provided for. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Holder in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered
at the close of business on the Regular Record Date for such interest, which shall be the January 1
and July 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date at the office or agency of the Company maintained for such purpose; PROVIDED, HOWEVER,
that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its
registered address; PROVIDED, FURTHER, that if this Debt Security is a Global Security, such
interest shall be paid in immediately available funds to the Depositary or its nominee, as the case
may be, as the Holder of this Debt Security. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Debt Security (or one or more Predecessor Debt Securities)
is



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




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



     Interest payable on this Debt Security on any Interest Payment Date and on the Stated Maturity
Date or Redemption Date, as the case may be, will include interest accrued from and including the
next preceding Interest Payment Date in respect of which interest has been paid or duly provided
for (or from and including July 12, 2011, if no interest has been paid on this Debt Security) to
but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the
case may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on
a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be.



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



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



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



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



     Dated:__________________



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





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



     Dated:__________________



	 	 	 	 	 
	 	UMB BANK, NATIONAL ASSOCIATION, as

Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Reverse of Security]




DEVON ENERGY CORPORATION




     This Debt Security is one of a duly authorized issue of securities of the Company (herein
called the “Debt Securities”), issued and to be issued in one or more series under an Indenture,
dated as of July 12, 2011, as supplemented by Supplemental Indenture No. 1, dated as of July 12,
2011 (as so supplemented, herein called the “Indenture”), between the Company and UMB Bank,
National Association, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture with respect to the series of which this Debt Security is a part), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Debt Security is one of the duly authorized
series of Debt Securities designated on the face hereof, and the aggregate principal amount of the
Debt Securities to be issued under such series is initially limited to $500,000,000, subject to the
Company’s right to increase such limit as provided in the Indenture (except for Debt Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Debt
Securities). All terms used in this Debt Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



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



     The Company may redeem this Debt Security prior to one month before the Stated Maturity Date,
at any time, in whole or in part, at the Company’s option, at a redemption price equal to the
greater of (1) 100% of the principal amount of this Debt Security then Outstanding to be redeemed
or (2) the sum of the present values of the remaining scheduled payments of principal and interest
hereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the
Stated Maturity Date computed by discounting such payments to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of 12
basis points plus the Adjusted Treasury Rate, as determined by an Independent Investment Banker, on
the third Business Day prior to the Redemption Date plus, in each case, accrued and unpaid
interest, if any, up to, but not including, the Redemption Date. On or after the date that is one
month prior to the Stated Maturity Date, the Company may redeem this Debt Security, at any time, in
whole or in part, at the Company’s option at a redemption price equal to 100% of the principal
amount of this Debt Security, plus accrued and unpaid interest to, but not including, the
Redemption Date.



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



     This Debt Security may be redeemed in part only in multiples of $2,000 or any integral
multiples of $1,000 in excess of $2,000. In the event of redemption of this Debt Security in part



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only, a new Debt Security or Debt Securities for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.



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



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



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



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



     The Debt Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.



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



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



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



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



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



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ASSIGNMENT FORM



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







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




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







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



Dated:_____________________




	 	 	 	 	 
	 	_________________________________







_________________________________


 	 



SIGNATURE OF GUARANTEE



Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.



                                     

Signature Guarantee





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Exhibit B to

Supplement Indenture No. 1.




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



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



DEVON ENERGY CORPORATION




4.00% Senior Notes due 2021



			
	 	 	 
	Registered No. ______
	 	PRINCIPAL AMOUNT
	CUSIP NO. 25179M AK9
	 	$_____________






     DEVON ENERGY CORPORATION, a Delaware corporation (herein referred to as the “Company,” which
term includes any successor entity under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to _________, or registered assigns, upon presentation, the
principal sum of $_______ on July 15, 2021 (the “Stated Maturity Date”) and to pay interest thereon
from July 12, 2011 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on January 15 and July 15 of each year (each, an
“Interest Payment Date”), commencing January 15, 2012, at the rate of 4.00% per annum, until the
principal hereof is paid or duly provided for. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Holder in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered
at the close of business on the Regular Record Date for such interest, which shall be the January 1
and July 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date at the office or agency of the Company maintained for such purpose; PROVIDED, HOWEVER,
that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its
registered address; PROVIDED, FURTHER, that if this Debt Security is a Global Security, such
interest shall be paid in immediately available funds to the Depositary or its nominee, as the case
may be, as the Holder of this Debt Security. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Debt Security (or one or more Predecessor Debt Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted



B-1









 




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




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



     Interest payable on this Debt Security on any Interest Payment Date and on the Stated Maturity
Date or Redemption Date, as the case may be, will include interest accrued from and including the
next preceding Interest Payment Date in respect of which interest has been paid or duly provided
for (or from and including July 12, 2011, if no interest has been paid on this Debt Security) to
but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the
case may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on
a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be.



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



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



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



B-2









 





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



     Dated:__________________



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





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



     Dated:__________________



	 	 	 	 	 
	 	UMB BANK, NATIONAL ASSOCIATION,
as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



B-3









 






	 	 	 	 	 



[Reverse of Security]




DEVON ENERGY CORPORATION




     This Debt Security is one of a duly authorized issue of securities of the Company (herein
called the “Debt Securities”), issued and to be issued in one or more series under an Indenture,
dated as of July 12, 2011, as supplemented by Supplemental Indenture No. 1, dated as of July 12,
2011 (as so supplemented, herein called the “Indenture”), between the Company and UMB Bank,
National Association, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture with respect to the series of which this Debt Security is a part), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Debt Security is one of the duly authorized
series of Debt Securities designated on the face hereof, and the aggregate principal amount of the
Debt Securities to be issued under such series is initially limited to $500,000,000, subject to the
Company’s right to increase such limit as provided in the Indenture (except for Debt Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Debt
Securities). All terms used in this Debt Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



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



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



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



     This Debt Security may be redeemed in part only in multiples of $2,000 or any integral
multiples of $1,000 in excess of $2,000. In the event of redemption of this Debt Security in part



B-4









 




only, a new Debt Security or Debt Securities for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.




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



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



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



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



     The Debt Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.



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



B-5









 





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



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



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



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



B-6









 





ASSIGNMENT FORM



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



 

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



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



 

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



Dated:_____________________




	 	 	 	 	 
	 	 	 
	 	
 	 
	 
	 	
 	 



SIGNATURE OF GUARANTEE


Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.




	 	 	 	 	 
	 	 
	Signature Guarantee 	 
	 	 



B-7









 






	 	 	 	 	 



Exhibit C to

Supplement Indenture No. 1.





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



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



DEVON ENERGY CORPORATION




5.60% Senior Notes due 2041



			
	 	 	 
	Registered No. ______
	 	PRINCIPAL AMOUNT
	CUSIP NO. 25179M AL7
	 	$_____________






     DEVON ENERGY CORPORATION, a Delaware corporation (herein referred to as the “Company,” which
term includes any successor entity under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to _________, or registered assigns, upon presentation, the
principal sum of $_______ on July 15, 2041 (the “Stated Maturity Date”) and to pay interest thereon
from July 12, 2011 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on January 15 and July 15 of each year (each, an
“Interest Payment Date”), commencing January 15, 2012, at the rate of 5.60% per annum, until the
principal hereof is paid or duly provided for. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Holder in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered
at the close of business on the Regular Record Date for such interest, which shall be the January 1
and July 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date at the office or agency of the Company maintained for such purpose; PROVIDED, HOWEVER,
that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its
registered address; PROVIDED, FURTHER, that if this Debt Security is a Global Security, such
interest shall be paid in immediately available funds to the Depositary or its nominee, as the case
may be, as the Holder of this Debt Security. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Debt Security (or one or more Predecessor Debt Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted



C-1









 




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




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



     Interest payable on this Debt Security on any Interest Payment Date and on the Stated Maturity
Date or Redemption Date, as the case may be, will include interest accrued from and including the
next preceding Interest Payment Date in respect of which interest has been paid or duly provided
for (or from and including July 12, 2011, if no interest has been paid on this Debt Security) to
but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the
case may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on
a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be.



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



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



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



C-2









 





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



     Dated:__________________



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





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



     Dated:__________________



	 	 	 	 	 
	 	UMB BANK, NATIONAL ASSOCIATION,
as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



C-3









 






	 	 	 	 	 



[Reverse of Security]




DEVON ENERGY CORPORATION




     This Debt Security is one of a duly authorized issue of securities of the Company (herein
called the “Debt Securities”), issued and to be issued in one or more series under an Indenture,
dated as of July 12, 2011, as supplemented by Supplemental Indenture No. 1, dated as of July 12,
2011 (as so supplemented, herein called the “Indenture”), between the Company and UMB Bank,
National Association, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture with respect to the series of which this Debt Security is a part), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Debt Security is one of the duly authorized
series of Debt Securities designated on the face hereof, and the aggregate principal amount of the
Debt Securities to be issued under such series is initially limited to $1,250,000,000, subject to
the Company’s right to increase such limit as provided in the Indenture (except for Debt Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Debt
Securities). All terms used in this Debt Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



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



     The Company may redeem this Debt Security prior to six months before the Stated Maturity Date,
at any time, in whole or in part, at the Company’s option, at a redemption price equal to the
greater of (1) 100% of the principal amount of this Debt Security then Outstanding to be redeemed
or (2) the sum of the present values of the remaining scheduled payments of principal and interest
hereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the
Stated Maturity Date computed by discounting such payments to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of 20
basis points plus the Adjusted Treasury Rate, as determined by an Independent Investment Banker, on
the third Business Day prior to the Redemption Date plus, in each case, accrued and unpaid
interest, if any, up to, but not including, the Redemption Date. On or after the date that is six
months prior to the Stated Maturity Date, the Company may redeem this Debt Security, at any time,
in whole or in part, at the Company’s option at a redemption price equal to 100% of the principal
amount of this Debt Security, plus accrued and unpaid interest to, but not including, the
Redemption Date.



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



     This Debt Security may be redeemed in part only in multiples of $2,000 or any integral
multiples of $1,000 in excess of $2,000. In the event of redemption of this Debt Security in part



C-4









 




only, a new Debt Security or Debt Securities for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.




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



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



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



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



     The Debt Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.



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



C-5









 





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



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



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



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



C-6









 





ASSIGNMENT FORM



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



 

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



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



 

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



Dated:_____________________




	 	 	 	 	 
	 	 	 
	 	 	 
	 
	 	
 	 



SIGNATURE OF GUARANTEE



Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.




	 	 	 	 	 
	Signature Guarantee 	 
	 	 
	 




C-7