exv4w1






Exhibit 4.1




DEVON ENERGY CORPORATION




to




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(as successor to The Bank of New York),




as Trustee




 






Supplemental Indenture No. 3

Dated as of January 9, 2009




to




Indenture

Dated as of March 1, 2002




 






$500,000,000 5.625% Senior Notes due 2014

$700,000,000 6.30% Senior Notes due 2019




     SUPPLEMENTAL INDENTURE NO. 3, dated as of January 9, 2009 (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 THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national banking association and successor to The Bank of New York, as Trustee (herein
called the “Trustee”).



RECITALS OF THE COMPANY




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



     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 ONE




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:



     “2014 Notes” shall have the meaning set forth in Section 2.1 of this Supplemental
Indenture.



     “2019 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 2014 Notes and the 2019 Notes, individually and/or collectively, as
the context requires.



     “Optional Redemption Reference Treasury Dealer” means each of Banc of America
Securities LLC, J.P. Morgan Securities Inc. and 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.



     “Optional Redemption Comparable Treasury Issue” means the U.S. Treasury security
selected by the Independent Investment Banker as having a maturity comparable to the



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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 TWO




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 5.625% Senior Notes due 2014 (the “2014
Notes”) and a series of Debt Securities designated the 6.30% Senior Notes due 2019 (the “2019
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 2014 Notes shall be initially limited to $500,000,000 and the aggregate principal amount of the
2019 Notes shall be initially limited to $700,000,000, 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 deliver the 2014 Notes or the
2019 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



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the Trustee of the Notes under the circumstances contemplated in Sections 3.04, 3.05, 3.06,
4.06 and 12.06 of the Senior Indenture.



     SECTION 2.3. INTEREST AND INTEREST RATES; MATURITY DATES. The 2014 Notes will bear interest
at a rate of 5.625% per annum and the 2019 Notes will bear interest at a rate of 6.30% per annum,
in each case from January 9, 2009 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 July 15, 2009 (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 2014 Notes will mature on January 15, 2014 and the 2019 Notes will mature on January 15,
2019.



     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 2014 Notes may be redeemed at any time at the option of the Company as set
forth in the form of 2014 Note attached as Exhibit A hereto and the 2019 Notes may
be redeemed at any time at the option of the Company as set forth in the form of 2019 Note
attached as Exhibit B hereto.



     SECTION 2.5. PLACES OF PAYMENT. The Places of Payment where the Notes may be presented or
surrendered for payment, where the Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Notes and the
Senior Indenture may be served shall be at the Corporate Trust Office of the Trustee in the State
of New York which shall initially be located at 101 Barclay Street, 8 West, New York, New York
10286.



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



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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 2014 Notes shall be substantially in the form attached as
Exhibit A hereto and the 2019 Notes shall be substantially in the form attached as
Exhibit B 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.



ARTICLE THREE




MISCELLANEOUS PROVISIONS




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



     SECTION 3.2 GOVERNING LAW. This Supplemental Indenture and each Note shall be governed by
and construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles thereof, except to the extent that the law of any other



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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.



     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 A. Agosta  	 
	 	 	Name:  	Jeffrey A. Agosta 	 
	 	 	Title:  	Senior Vice President, Corporate

Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A. (as successor to The Bank of 

New York), as Trustee

 	 
	 	By:  	/s/
Marcella Burgess  	 
	 	 	Name:  	Marcella Burgess 	 
	 	 	Title:  	Assistant Vice President 	 



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Exhibit A to

Supplement Indenture No. 3.





     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




5.625% Senior Notes due 2014




	 	 	 
	Registered No. ___

	 	PRINCIPAL AMOUNT
	CUSIP NO. 25179MAG8

	 	$                    






     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 January 15, 2014 (the “Stated Maturity Date”) and to pay
interest thereon from January 9, 2009 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 July 15, 2009, at the rate of 5.625% 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



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Holder in whose name this Debt Security (or one or more Predecessor Debt Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debt Securities of
this series not less than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the 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 January 9, 2009, if no interest has been paid on this Debt Security) to
but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the
case may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on
a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be.



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



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



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



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



Dated:                     




	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





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



Dated:                     




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A. (as successor to The Bank of 

New York), as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Reverse of Security]




DEVON ENERGY CORPORATION





     This Debt Security is one of a duly authorized issue of securities of the Company (herein
called the “Debt Securities”), issued and to be issued in one or more series under an Indenture,
dated as of March 1, 2002, as supplemented by Supplemental Indenture No. 3, dated as of January 9,
2009 (as so supplemented, herein called the “Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture with respect to the
series of which this Debt Security is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Debt Security is one of the duly authorized series of Debt Securities designated
on the face hereof, and the aggregate principal amount of the Debt Securities to be issued under
such series is initially limited to $500,000,000, subject to the Company’s right to increase such
limit as provided in the Indenture (except for Debt Securities authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Debt Securities). All terms used in this Debt
Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture.



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



     This Debt Security will be redeemable, in whole or in part, at any time, at the Company’s
option, at a redemption price equal to the greater of (1) 100% of the principal amount of this Debt
Security then Outstanding to be redeemed, or (2) the sum of the present values of the remaining
scheduled payments of principal and interest hereon (exclusive of interest accrued to the
Redemption Date) from the Redemption Date to the Stated Maturity Date computed by discounting such
payments to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at a rate equal to the sum of 50 basis points plus the Adjusted Treasury Rate on the
third Business Day prior to the Redemption Date, as calculated by an Independent Investment Banker,
plus, in each case, accrued and unpaid interest up to, but not including, the Redemption Date.



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



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



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     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.



     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



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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




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



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




A-7












 





Exhibit B to

Supplement Indenture No. 3.




     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




6.30% Senior Notes due 2019




			
	 	 	 
	Registered No. ___
	 	PRINCIPAL AMOUNT
	CUSIP NO. 25179MAH6
	 	$                                        






     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 January 15, 2019 (the “Stated Maturity Date”) and to pay
interest thereon from January 9, 2009 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 July 15, 2009, at the rate of 6.30% 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



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Holder in whose name this Debt Security (or one or more Predecessor Debt Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debt Securities of
this series not less than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the 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 January 9, 2009, if no interest has been paid on this Debt Security) to
but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the
case may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on
a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be.



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



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



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



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



Dated: ______________




	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





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



Dated: _____________




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (as
successor to The Bank of New York), as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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[Reverse of Security]




DEVON ENERGY CORPORATION




     This Debt Security is one of a duly authorized issue of securities of the Company (herein
called the “Debt Securities”), issued and to be issued in one or more series under an Indenture,
dated as of March 1, 2002, as supplemented by Supplemental Indenture No. 3, dated as of January 9,
2009 (as so supplemented, herein called the “Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture with respect to the
series of which this Debt Security is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Debt Security is one of the duly authorized series of Debt Securities designated
on the face hereof, and the aggregate principal amount of the Debt Securities to be issued under
such series is initially limited to $700,000,000, subject to the Company’s right to increase such
limit as provided in the Indenture (except for Debt Securities authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Debt Securities). All terms used in this Debt
Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture.



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



     This Debt Security will be redeemable, in whole or in part, at any time, at the Company’s
option, at a redemption price equal to the greater of (1) 100% of the principal amount of this Debt
Security then Outstanding to be redeemed, or (2) the sum of the present values of the remaining
scheduled payments of principal and interest hereon (exclusive of interest accrued to the
Redemption Date) from the Redemption Date to the Stated Maturity Date computed by discounting such
payments to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at a rate equal to the sum of 50 basis points plus the Adjusted Treasury Rate on the
third Business Day prior to the Redemption Date, as calculated by an Independent Investment Banker,
plus, in each case, accrued and unpaid interest up to, but not including, the Redemption Date.



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



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



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     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.



     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



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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




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



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




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