Exhibit 10.11 

                                                            Ligon















                      DEVON ENERGY CORPORATION

                        SEVERANCE AGREEMENT



























                 (Execution Date:  March 26, 1997) 





                         SEVERANCE AGREEMENT


            SEVERANCE  AGREEMENT  (the "Agreement")  entered into
  among  DEVON ENERGY CORPORATION  (NEVADA), a Nevada corporation
  ("Devon") and  DEVON ENERGY CORPORATION,  an Oklahoma  corpora-
  tion  ("Devon Energy"  and "Company"),  and DUKE  R.  LIGON, an
  individual (the  "Executive"), dated  this 26th  day of  March,
  1997 (the "Effective Date").

            WHEREAS,  Devon and Devon  Energy are  herein collec-
  tively referred  to as the  "Company" and references herein  to
  the Company shall be  applicable to both Devon and Devon Energy
  unless stated to the contrary; and

            WHEREAS,  the  Company  deems  the  services  of  the
  Executive to be of  great and unique  value to the business  of
  the Company  and the Company desires  to assure  both itself of
  continuity of  management and  the Executive  of continued  em-
  ployment; and

            WHEREAS, the Executive  is a key management  employee
  of  the Company  and  is presently  making  and is  expected to
  continue making substantial contributions to the Company; and

            WHEREAS, it is  in the best interests of  the Company
  and its shareholders to induce  the Executive to remain  in the
  employ of the Company; and

            WHEREAS, the Executive  presently is  serving in  his
  capacity as General Counsel and Vice President of  the Company;
  and

            WHEREAS, the Company  desires to induce the Executive
  to remain  in the employ  of the  Company by  providing to  him
  additional  amounts of compensation in  the event of his termi-
  nation of employment following a  Change of Control Date  or an
  Acquisition  Date (each  as  defined  herein) for  the  reasons
  specified herein.

            NOW,  THEREFORE,  in  consideration  of   the  mutual
  covenants  hereinafter set  forth  and  for good  and  valuable
  consideration, the receipt and sufficiency of  which are hereby
  acknowledged, the  Executive and  the Company  hereby agree  as
  provided below.

            1.   Operation  of  Agreement.   The purpose  of this
  Agreement is to provide to the Executive  additional amounts of
  compensation in the event of the termination of  his employment
  following a Change of Control  Date or an Acquisition  Date for
  the reasons  specified herein.   Accordingly,  the Company  and
  the Executive  have entered into  this Agreement in  accordance
  with the  terms and provisions  herein to provide such  protec-
  tion  to the  Executive.  For  the purposes  of this Agreement,
  where the  following capitalized  words and  phrases appear  in 
  this Agreement, they shall  have the  meanings set forth  below
  unless a different context is clearly expressed herein.

                 (a)  Acquisition  Date.     "Acquisition   Date"
  shall mean the date on  which the Company completes  the acqui-
  sition of  oil and  gas properties,  or assets,  or a  business
  entity owning  such properties or  assets under an  acquisition
  contract ("Acquisition  Contract") which  results in  a 20%  or
  more increase  in  the total  oil  and  gas reserves  or  total
  assets of the Company.

                      (i)  For  purposes  of determining  if  the
  20% increase  in total oil and  gas reserves  has occurred, the
  acquisition must result in a 20%  or more increase in the total
  oil and  gas  reserves of  the  Company  when compared  to  the
  Company's pre-acquisition reserves.   The Company's  pre-acqui-
  sition  reserves will  be  the  estimated reserve  volumes  ex-
  pressed in  barrels of  oil equivalent  ("BOE's") contained  in
  the  most recent  annual report,  adjusted  to the  Acquisition
  Date  for subsequent production, drilling,  purchases and sales
  of  reserves (other  than the  subject acquisition).   In  each
  instance, 6 Mcf  of natural gas will be  equal to one barrel of
  oil.

                     (ii)  For  purposes  of determining  if  the
  20% or  more increase in  the total assets  of the Company  has
  occurred, the  gross purchase  or acquisition  price paid  (in-
  cluding any debt  or other liabilities assumed)  for the assets
  or the business entity  owning the assets (as determined pursu-
  ant to the final Acquisition  Contract) must equal 20%  or more
  of  the sum  of (1) Total  Liabilities and Stockholder's Equity
  minus (2)  the Total Shareholder's  Equity and Devon  Financing
  Trust  Convertible  Preferred Securities  plus  (3) the  market
  value  of  the Company's  outstanding  common,  preferred stock
  and  Devon  Financing Trust  Convertible  Preferred  Securities
  (the "Market Capitalization").  For the purpose of this  deter-
  mination, the  foregoing items  included in  (1) and  (2) above
  shall  be  based  upon  the  Company's  consolidated  financial
  statement as of the last  day of the month  immediately preced-
  ing  the month  in which  such purchase or  acquisition occurs;
  and, for the purpose of determining  the Market Capitalization,
  the  Company's outstanding  common  and  preferred stock    and
  Devon Financing  Trust Convertible  Preferred Securities  shall
  be valued at the weighted  average closing price of  such stock
  for  the ten trading days  preceding the public announcement of
  the execution of the definitive Acquisition Contract.

                 (b)  Change of  Control Date.   "Change of  Con-
  trol Date"  shall mean the  date on which one  of the following
  events occurs:

                      (i)  The  acquisition  by  any  individual,
  entity  or group  (within the  meaning of  Section 13(d)(3)  or

                                -2- 


  14(d)(2)  of  the  Exchange Act)  (a  "Person")  of  beneficial
  ownership (within the  meaning of Rule 13d-3 promulgated  under
  the Exchange Act)  of 30% or more of  either (1) the  then out-
  standing shares of common stock of the Company  (the "Outstand-
  ing Company Common Stock")  or (2) the combined voting power of
  the then outstanding voting securities of  the Company entitled
  to vote generally in the  election of directors (the "Outstand-
  ing Company  Voting Securities");  provided, however, that  the
  following acquisitions  shall not constitute  a Change of  Con-
  trol:  (1) any acquisition  directly from the Company,  (2) any
  acquisition by the Company;  (3) any acquisition by any employ-
  ee benefit plan  (or related trust) sponsored or  maintained by
  the  Company or  any corporation controlled  by the Company, or
  (4) any  acquisition by any corporation  pursuant to a transac-
  tion which complies with clauses  (1), (2), and (3)  of subsec-
  tion (iii) below; or

                     (ii)  Individuals   who,  as   of  the  date
  hereof, constitute the Board (the "Incumbent  Board") cease for
  any reason  to constitute  at least  a majority  of the  Board;
  provided,  however,  that  any individual  becoming  a director
  subsequent to  the date hereof  whose election, appointment  or
  nomination  for  election  by  the  Company's shareholders  was
  approved by  a vote of  at least  a majority  of the  directors
  then  comprising the  Incumbent Board  shall  be considered  as
  though such  individual were a  member of the Incumbent  Board,
  but  excluding,  for  purposes of  this  definition,  any  such
  individual  whose initial  assumption  of  office occurs  as  a
  result  of an actual  or threatened  election contest  with re-
  spect to the election or  removal of directors or  other actual
  or  threatened  solicitation of  proxies or  consents by  or on
  behalf of a Person other than the Board; or

                    (iii)  Approval  by  the shareholders  of the
  Company of a reorganization, share exchange,  merger or consol-
  idation  (a  "Business Combination"),  in  each  case,  unless,
  following such Business  Combination, (1) all  or substantially
  all  of the individuals  and entities  who were  the beneficial
  owners, respectively, of the  Outstanding Company Common  Stock
  and Outstanding Company Voting Securities immediately  prior to
  such  Business Combination beneficially own,  directly or indi-
  rectly, more  than 50% of,  respectively, the then  outstanding
  shares  of common  stock and the  combined voting  power of the
  then outstanding voting  securities entitled to  vote generally
  in the  election of  directors,  as  the case  may be,  of  the
  corporation resulting from such  Business Combination  (includ-
  ing,  without limitation, a  corporation which  as a  result of
  such transaction owns  the Company through one or  more subsid-
  iaries) in substantially  the same proportions as their  owner-
  ship, immediately  prior to such  Business Combination, of  the
  Outstanding   Company  Common  Stock  and  Outstanding  Company
  Voting Securities, as the case  may be, (2) no  Person (exclud-
  ing any employee benefit  plan (or related trust) of the Compa-

                                -3-

  ny or  such corporation resulting  from such Business  Combina-
  tion) beneficially  owns, directly or  indirectly, 30% or  more
  of, respectively, the  then outstanding shares of common  stock
  of the corporation resulting from such  Business Combination or
  the  combined  voting  power of  the  then  outstanding  voting
  securities of such corporation  except to the extent  that such
  ownership existed  prior to the  Business Combination, and  (3)
  at least a majority  of the members of  the board of  directors
  of  the corporation  resulting  from such  Business Combination
  were members of the Incumbent  Board at the time of the  execu-
  tion of  the initial agreement, or of  the action of the Incum-
  bent Board  providing for  such Business  Combination, or  were
  elected, appointed or nominated by the Incumbent Board; or

                     (iv)  Approval  by  the shareholders  of the
  Company of  (1) a complete  liquidation or  dissolution of  the
  Company or, (2) the  sale or other  disposition of all or  sub-
  stantially all  of the assets of  the Company, other  than to a
  corporation with  respect to which following such sale or other
  disposition,  (A) more  than  50%  of, respectively,  the  then
  outstanding shares of common stock of such  corporation and the
  combined voting  power of the  then outstanding voting  securi-
  ties  of such  corporation  entitled to  vote generally  in the
  election of directors  is then beneficially owned, directly  or
  indirectly, by all or substantially  all of the individuals and
  entities who were  the beneficial owners, respectively, of  the
  Outstanding   Company  Common  Stock  and  Outstanding  Company
  Voting  Securities immediately  prior  to  such sale  or  other
  disposition  in  substantially the  same  proportion  as  their
  ownership, immediately  prior to  such sale  or other  disposi-
  tion, of the  Outstanding Company Common Stock and  Outstanding
  Company Voting  Securities, as the case  may be,  (B) less than
  30% of,  respectively, the  then outstanding  shares of  common
  stock of such corporation  and the combined voting power of the
  then outstanding  voting securities  of such  corporation enti-
  tled  to vote  generally in the  election of  directors is then
  beneficially  owned,  directly  or  indirectly,  by any  Person
  (excluding any employee benefit  plan (or related trust) of the
  Company or  such corporation), except  to the extent that  such
  Person  owned  30% or  more of  the Outstanding  Company Common
  Stock or  Outstanding Company  Voting Securities  prior to  the
  sale or disposition,  and (C) at least  a majority of the  mem-
  bers of  the board of directors  of such  corporation were mem-
  bers of the  Incumbent Board  at the time  of the execution  of
  the initial agreement, or  of the action of the Incumbent Board
  providing for such sale or  other disposition of assets  of the
  Company, or were elected,  appointed or nominated by the Incum-
  bent Board.

                 (c)  Good Reason.  "Good Reason" shall mean:

                      (i)   (1) the  assignment to the  Executive
  of any duties inconsistent in any respect  with the Executive's

                                -4- 

  position  (including  status,  offices,  titles  and  reporting
  requirements),  authority, duties  or responsibilities  or  (2)
  any other  action by the Company  which results  in a diminish-
  ment in such position,  authority, duties or  responsibilities,
  other than  an insubstantial  and inadvertent  action which  is
  remedied  by the  Company  promptly  after receipt  of  written
  notice thereof given by the Executive; or

                     (ii)  the Company's requiring  the Executive
  to be based at any office or location other  than the Company's
  principal headquarters,  except for travel reasonably  required
  in the performance of the Executive's responsibilities; or

                    (iii)  any failure  by the Company to  comply
  with and satisfy Section 10(a) of this Agreement.

            2.   Agreement Not Employment Contract.   This Agree-
  ment  shall be  considered solely  as  a "severance  agreement"
  obligating the  Company to pay to the Executive certain amounts
  of  compensation in  the event  and only  in the  event of  his
  termination of employment  after the Change of Control  Date or
  the Acquisition  Date for the reasons  and at  the times speci-
  fied  herein.   Apart  from the  obligation  of the  Company to
  provide the amounts  of additional compensation as provided  in
  this  Agreement, the  terms  and  conditions of  the  Company's
  employment of  the Executive shall  be governed by the  Employ-
  ment  Agreement dated  as of February  7, 1997,  by and between
  Devon Energy and the Executive (the "Employment Agreement"). 

            3.   Termination of  Agreement.   Except as  provided
  in  Section 5  hereof, this Agreement  shall terminate upon the
  first to occur of the following events.

                 (a)  Death.   The date  of death  of the  Execu-
  tive.

                 (b)  Cause.  The  termination of the Executive's
  employment by  the Company for "Cause."   For  purposes of this
  Agreement, termination  of the  Executive's  employment by  the
  Company for  Cause shall mean termination  for one  of the fol-
  lowing  reasons:  (i)  the  conviction of  the  Executive  of a
  felony by a federal  or state court of  competent jurisdiction;
  (ii)  an act or  acts of dishonesty taken  by the Executive and
  intended to  result in substantial  personal enrichment of  the
  Executive at  the expense  of the Company  or its shareholders;
  or (iii) the  Executive's "willful" failure to  follow a direct
  lawful written  order from his  supervisor, within the  reason-
  able  scope of  the Executive's  duties, which  failure is  not
  cured within  30 days.  Further,  for purposes  of this Section
  (b): 

                      (1)   No  act, or  failure to  act,  on the
  Executive's  part shall  be deemed  "willful"  unless done,  or

                                -5-

  omitted to be  done, by  the Executive  not in  good faith  and
  without  reasonable  belief  that  the  Executive's  action  or
  omission was in the best interest of the Company.

                      (2)  The  Executive shall not be deemed  to
  have been terminated  for Cause  unless and  until there  shall
  have been delivered to the  Executive a copy of  the resolution
  duly adopted  by the affirmative vote  of not  less than three-
  fourths  (3/4ths)  of  the entire  membership  of the  Board of
  Directors of Devon Energy, at a meeting of the  Board of Direc-
  tors called and held  for such purpose (after reasonable notice
  to the Executive and an opportunity for  the Executive, togeth-
  er with the Executive's counsel,  to be heard before  the Board
  of Directors),  finding that in the  good faith  opinion of the
  Board  of Directors  the Executive  was  guilty of  conduct set
  forth in clauses (i), (ii),  or (iii) above and  specifying the
  particulars thereof in detail.

                 (c)  Notice.   Two  years after  the Company has
  provided the  Executive with  written notice  of the  Company's
  desire to terminate the Agreement.

            4.   Notice  of  Termination  of  Employment.     Any
  termination of  employment by the Company  for Cause  or by the
  Executive for Good  Reason shall be communicated  by Notice  of
  Termination to the other party hereto given  in accordance with
  Section 12 of this  Agreement.  For purposes of this Agreement,
  a "Notice  of Termination"  means  a written  notice which  (i)
  indicates the specific termination provision  in this Agreement
  relied upon,  (ii) sets  forth in reasonable  detail the  facts
  and circumstances  claimed to provide  a basis for  termination
  of the Executive's employment under the  provision so indicated
  and  (iii) if  the date of  termination of  the Executive's em-
  ployment is  other than  the date  of receipt  of such  notice,
  specifies such termination  date (which date shall be  not more
  than 15 days after the giving of such notice).

            5.   Obligations  of  the  Company  Upon  Termination
  Following Change of Control Date  or the Acquisition Date.   If
  within 24 months  of the Change  of Control  Date or 12  months
  following the Acquisition Date (i) the  Company shall terminate
  the Executive's employment  for any reason other than for Cause
  or death,  or (ii)  the employment  of the  Executive shall  be
  terminated by the  Executive for Good Reason, then  the Company
  shall pay to  the Executive in a lump  sum, in cash,  within 30
  days after  the date  of  termination of  employment an  amount
  equal to  the lesser of (1)  two times  the Executive's highest
  annual  Actual  Compensation during  the  three  calendar years
  preceding the year  in which the Executive's employment  termi-
  nated or (2) 2.99  times the Executive's "base amount" (as such
  term is  defined by Section 280G  of the  Internal Revenue Code
  of 1986,  as amended  (the "Code"))  on the  Change of  Control
  Date or  the Acquisition  Date, as applicable.   Provided,  the

                                -6- 

  amount calculated  under the foregoing  Subsections (1) or  (2)
  shall  be  reduced and  offset  (but  not  below  zero) by  any
  amounts paid  to the Executive  under the Employment  Agreement
  from  and  after the  date  of the  Executive's termination  of
  employment.   If the Executive has  attained his normal retire-
  ment  date of  age  65 ("Normal  Retirement  Date") and  is not
  otherwise entitled to receive payment under  this Agreement due
  to his  termination of employment  as of his Normal  Retirement
  Date, then,  the  Executive shall  not be  entitled to  payment
  under this Agreement.   For purposes of this Section 5, "Actual
  Compensation"  shall  mean  the  Executive's  wages,  salaries,
  bonuses and  fees for  personal services  actually rendered  in
  the  course  of  employment with  the  Company,  excluding  the
  following:  (i) amounts  realized from the exercise of a nonqu-
  alified stock  option, or when  restricted stock (or  property)
  held by the Executive either  becomes freely transferable or is
  no longer  subject to  a substantial risk  of forfeiture;  (ii)
  amounts realized from  the sale, exchange or other  disposition
  of stock  acquired under  a qualified  stock option;  and (iii)
  other amounts which  received special tax benefits (whether  or
  not the amounts  are actually excludable from the  gross income
  of the Executive).

            6.   Certain Reduction of Payments by the Company.

                 (a)  Cutback  of  Payments.   Anything  in  this
  Agreement  to the  contrary notwithstanding,  in  the event  it
  shall be  determined that  any payment  or distribution  by the
  Company to  or for the benefit  of the  Executive (whether paid
  or  payable or  distributed or  distributable  pursuant to  the
  terms of this Agreement or otherwise) (the "Payment")  would be
  nondeductible by  the Company for  Federal income tax  purposes
  because of Section 280G of  the Code, then the  aggregate pres-
  ent  value of the Payments (the  "Agreement Payments") shall be
  reduced (but  not  below zero)  to  the  Reduced Amount.    The
  "Reduced Amount" shall be an amount expressed in present  value
  which  maximizes  the  aggregate  present  value  of  Agreement
  Payments without  causing any  Payment to  be nondeductible  by
  the  Company because of Section 280G of the Code.  For purposes
  of this Section 6,  present value shall be determined in accor-
  dance with Section 280G(d)(4) of the Code.

                 (b)  Auditors  to  Perform  Calculations.    All
  determinations required to  be made under this Section  6 shall
  be made  by KPMG/Peat  Marwick (the  "Accounting Firm") or  its
  successor which shall  provide detailed supporting calculations
  both to the Company and the  Executive within 15  business days
  of the Change of Control  Date, Acquisition Date or  such other
  time as  is requested by the  Company.   Any such determination
  by the  Accounting Firm shall be  binding upon  the Company and
  the Executive.  The  Company shall determine which and how much
  of the  Agreement Payments (or, at  the election  of the Execu-
  tive, other  payments) shall be  eliminated or reduced  consis-

                                -7-

  tent with  the requirements of this  Section 6  and, within ten
  (10) business days of  the receipt of the calculations from the
  Accounting Firm,  shall notify the  Executive promptly of  such
  determination.  Within  five (5) business days thereafter,  the
  Company shall  pay to  or distribute to  or for the  benefit of
  the  Executive such  amounts as are  then due  to the Executive
  under this Agreement.

                 (c)  Recoupment of  Overpayments.   As a  result
  of the  uncertainty in the application  of Section  280G of the
  Code at the time of  the initial determination by  the Account-
  ing Firm  pursuant to  Section 6(b)  of this  Agreement, it  is
  possible  that Agreement  Payments will  have been made  by the
  Company  which should  not have  been  made ("Overpayment")  or
  that additional Agreement  Payments which have not been made by
  the  Company could  have been  made  ("Underpayment"), in  each
  case,  consistent with  the calculations  required  to be  made
  hereunder.   In the  event that the  Accounting Firm determines
  that an Overpayment  has been made, any  such Overpayment shall
  be treated for  all purposes as a  loan to the Executive  which
  the Executive shall  repay to the Company together  with inter-
  est  at  the applicable  Federal rate  provided for  in Section
  7872(f)(2) of  the Code within 5 years of the effective date of
  the  loan; provided, however, that  no amount  shall be payable
  by  the Executive to the  Company (or if paid  by the Executive
  to the Company  shall be returned to  the Executive) if and  to
  the extent  such payment would not  reduce the  amount which is
  subject  to taxation under  Section 4999  of the Code.   In the
  event that the Accounting Firm determines  that an Underpayment
  has occurred, any  such Underpayment shall be promptly  paid by
  the  Company to  or for the  benefit of  the Executive together
  with interest at  the applicable  Federal rate provided  for in
  Section  7872(f)(2) of  the Code.   In  the event  of either an
  Overpayment  or Underpayment,  the Executive  will  be provided
  copies of all calculations  prior to the time any adjustment is
  to occur as provided under this Section 6.

            7.   Non-exclusivity  of  Rights.   Nothing  in  this
  Agreement shall prevent or limit the  Executive's continuing or
  future participation in any benefit, bonus,  incentive or other
  plan  or program provided by the Company  or any of its affili-
  ated companies and  for which  the Executive  may qualify,  nor
  shall anything herein limit or  otherwise affect such rights as
  the Executive may have under  any stock option or  other agree-
  ments with  the  Company or  any of  its affiliated  companies.
  Amounts which  are vested  benefits or  which the  Executive is
  otherwise entitled to receive  under any plan or program of the
  Company or any of  its affiliated companies at or subsequent to
  the  date  of termination  of  employment shall  be payable  in
  accordance with such plan or program.


                                -8- 

            8.   Full Settlement.   The  Company's obligation  to
  make the payments provided  for in this Agreement and otherwise
  to perform its  obligations hereunder shall not be  affected by
  any circumstances, including,  without limitation, any set-off,
  counterclaim,  recoupment,  defense or  other  right which  the
  Company  may have against the Executive or others.  In no event
  shall the Executive  be obligated to seek  other employment  by
  way  of mitigation  of  the amounts  payable to  the  Executive
  under any of the provisions of this Agreement.

            9.   Confidential Information.

                 (a)  Requirement  of  Executive.   The Executive
  shall  hold in  a  fiduciary capacity  for  the benefit  of the
  Company all  secret or  confidential information, knowledge  or
  data relating  to the Company or  any of  its affiliated compa-
  nies, and  their respective businesses,  which shall have  been
  obtained by the Executive during the  Executive's employment by
  the Company or any  of its affiliated companies and which shall
  not be  public knowledge (other than  by acts  by the Executive
  or his representatives in violation of this  Agreement).  After
  termination  of the  Executive's employment  with the  Company,
  the Executive  shall not, without the  prior written consent of
  the  Company,  communicate or  divulge  any  such  information,
  knowledge or  data to anyone other  than the  Company and those
  designated by it.   In no event shall an asserted  violation of
  the provisions of this  Section 9 constitute a basis for defer-
  ring  or  withholding  any amounts  otherwise  payable  to  the
  Executive under this Agreement.

                 (b)  Additional Remedies.  The Executive  agrees
  that the remedy at law  for any breach or threatened breach  of
  any  covenant contained in this  Section 9  will be inadequate,
  and  that the  Company, in addition  to such  other remedies as
  may be available to it, in law or in  equity, shall be entitled
  to injunctive relief without bond or other security.

            10.  Successors and Binding Effect.

                 (a)  Successor  Must  Assume  Agreement.     The
  Company will  require any  successor (whether  direct or  indi-
  rect, by purchase,  merger, consolidation or otherwise) to  all
  or  substantially  all of  the business  and/or  assets  of the
  Company to  expressly assume and  agree to perform this  Agree-
  ment in the same manner  and to the same extent that the Compa-
  ny would be  required to perform it  if no such  succession had
  taken place.   If  the Company fails  to obtain such assumption
  and agreement  prior to the  effectiveness of any such  succes-
  sion, this Agreement shall nevertheless determine the  Executi-
  ve's entitlement to payment  hereunder.  As used in this Agree-
  ment, "Company" shall mean the Company  as hereinbefore defined
  and any successor  to its business and/or  assets as  aforesaid


                                -9- 


  which assumes and agrees  to perform  this Agreement by  opera-
  tion of law or otherwise.

                 (b)  Binding  Effect.    This  Agreement   shall
  inure to the benefit of  and be enforceable by  the Executive's
  personal  or legal  representatives, executors, administrators,
  successors, heirs,  distributees,  devisees and  legatees.   If
  the  Executive should  die  while  any amount  would  still  be
  payable to the  Executive at the time of  his death ,  all such
  amounts, unless  otherwise provided  herein, shall  be paid  in
  accordance with the terms  of this Agreement to the Executive's
  devisee, legatee  or other  designee or,  if there  is no  such
  designee, to the Executive's estate.

            11.  Applicable Law.   This  Agreement shall be  gov-
  erned  by and  construed  in accordance  with  the laws  of the
  State of Oklahoma, without reference to  principles of conflict
  of laws.

            12.  Notices.   All notices and other  communications
  hereunder shall  be  in writing  and  shall  be given  by  hand
  delivery to the other  party, by registered or certified  mail,
  return receipt  requested,  or  by overnight  express  delivery
  service, postage prepaid, addressed as follows:

            If to the Executive:

            Duke R. Ligon
            1717 Kingsbury
            Oklahoma City, Oklahoma  73116

            If to the Company:

            Devon Energy Corporation (Nevada)
            20 North Broadway, Suite 1500
            Oklahoma City, Oklahoma 73102-8260

            Attn: J. Larry Nichols
                  President and Chief Executive Officer

            with a copy to:

            McAfee & Taft
            A Professional Corporation
            Tenth Floor
            Two Leadership Square
            Oklahoma City, Oklahoma  73102

            Attn:  James Dudley Hyde, Esq.
                   Jerry A. Warren, Esq.

  or to such other address  as either party shall  have furnished
  to  the other  in writing in  accordance herewith.   Notice and

                                -10-

  communications  shall be  effective when  actually received  by
  the addressee.

            13.  Alienation.   The rights  and  benefits of,  and
  payments to, the Executive  (or his beneficiary in the event of
  his death) under  this Agreement  may not  be anticipated,  as-
  signed (either  at law or in  equity), alienated  or subject to
  attachment,  garnishment, levy,  execution  or other  legal  or
  equitable process  except as required by  law.   Any attempt by
  the Executive to anticipate, alienate,  assign, sell, transfer,
  pledge, encumber  or charge the same shall  be void.  The bene-
  fits of  the Executive shall  not in  any manner be  subject to
  the debts, contracts, liabilities, engagements or  torts of the
  Executive (or  his beneficiary in the  event of  his death) and
  payments  hereunder shall  not be  considered  an asset  of the
  Executive  (or his  beneficiary in the  event of  his death) in
  the event of his insolvency or bankruptcy.

            14.  Right  as  General   Creditor.    The  Executive
  acknowledges this  Agreement represents the Company's  unfunded
  and unsecured obligation to pay  benefits set forth above.   No
  provision  of  this Agreement  shall be  construed to  give the
  Executive any right except  as a general creditor of the Compa-
  ny.

            15.  Taxes to be Withheld.  The  Company may withhold
  from any  amounts payable  under this  Agreement such  Federal,
  state or  local  taxes as  shall  be  required to  be  withheld
  pursuant to any applicable law or regulation.

            16.  Joint Obligations.  For purposes  of this Agree-
  ment, Devon  Energy  and  Devon shall  have  joint and  several
  liability for all obligations hereunder.

            17.  Entire  Agreement.    This  Agreement   and  the
  Employment Agreement constitute the entire  agreement among the
  parties with respect to  the subject  matter hereof and  super-
  sedes  any and  all prior  or  contemporaneous  oral and  prior
  written  agreements and understandings, including any Severance
  Agreements previously entered into between the  Company and the
  Executive.  There  are no oral promises, conditions,  represen-
  tations, understandings,  interpretations or terms  of any kind
  as  conditions or  inducements to  the execution  hereof  or in
  effect among the parties.

            18.  Amendment.  This Agreement  may not be  amended,
  and no  provision hereof shall be  waived, except  by a writing
  signed by all  the parties to this  Agreement, or, in the  case
  of a waiver, by  the party waiving compliance therewith,  which
  states  that it is  intended to  amend or waive  a provision of
  this Agreement.  Any waiver  of any rights or failure to act in
  a  specific instance  shall relate  only to  such  instance and


                                -11- 

  shall not be construed  as an agreement to waive  any rights or
  failure to act in any other instance, whether or not similar.

            19.  Enforceability.   Should any  provision of  this
  Agreement be unenforceable or prohibited by  an applicable law,
  this Agreement shall  be considered divisible as to such provi-
  sion  which shall  be inoperative,  and the  remainder  of this
  Agreement shall be  valid and binding as though  such provision
  were not included herein.

            20.  Counterparts.   This Agreement  may be  executed
  in two or  more counterparts  with the  same effect  as if  the
  signatures to all such counterparts were upon the  same instru-
  ment,  and  all  such counterparts  shall  constitute  but  one
  instrument.

            21.  Headings.   All headings  in this Agreement  are
  for convenience only and are  not intended to affect  the mean-
  ing of any provision hereof.

            IN WITNESS  WHEREOF, the  Executive has  hereunto set
  his hand and, pursuant to the authorization from  their respec-
  tive Boards of Directors,  the Company and the Parent have each
  caused  these presents to  be executed in  its name  on its be-
  half, all as of the day and year first above written.



                                                                
   
                                  Duke R. Ligon

                                            "EXECUTIVE"


                                  DEVON  ENERGY  CORPORATION,  an
                                  Oklahoma corporation


                                  By                             
   
                                    J.  Larry Nichols,  President and
                                    Chief Executive Officer

                                             "DEVON ENERGY"
                                               

                                  DEVON  ENERGY  CORPORATION (NE-
                                  VADA), a Nevada corporation




                                -12-


                                  By:                            
   
                                     J. Larry Nichols, President
                                     and Chief Executive Officer

                                             ("DEVON")           











                                -13-