Registrant's Amended and Restated Certificate of Incorporation



 Exhibit 4.1 
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
 OF 

Devon Energy Corporation 
 (Originally incorporated under the name 
 “Devon Delaware Corporation” on
May 18, 1999) 
 Devon Energy Corporation, a corporation organized and existing under the laws of the State
of Delaware, hereby certifies as follows: 
 A. The name of the corporation is Devon Energy Corporation. The
corporation was originally incorporated under the name Devon Delaware Corporation and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 18, 1999. 

B. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of the
General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation. 
 C. Pursuant to Section 242 and Section 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation amends and restates the provisions of
the Certificate of Incorporation of this corporation. 
 D. The text of the Certificate of Incorporation is
hereby amended and restated in its entirety to read as set follows: 
 ARTICLE I 

Name 
 The name of this corporation (the “Corporation”) is Devon Energy Corporation. 
 ARTICLE II 
 Registered Office 

The address of the registered office of the Corporation in the State of Delaware is at Corporation Trust Center, 1209
Orange Street, City of Wilmington, County of New Castle 19801, and the name of its registered agent at that address is The Corporation Trust Company. 
 ARTICLE III 
 Business 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may he organized under
the General Corporation Law of the State of Delaware (the “General Corporation Law”). 







 ARTICLE IV 
 Authorized Capital Stock 
 A. The Corporation shall be
authorized to issue a total of 1,004,500,000 shares of capital stock divided into two classes as follows: 
  

	 	(1)	 1,000,000,000 shares of Common Stock, par value $0.10 per share (“Common Stock”), and 



 

	 	(2)	 4,500,000 shares of Preferred Stock, par value $1.00 per share (“Preferred Stock”). 



B. Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined
by the Board of Directors of the Corporation (the “Board”), each of said series to be distinctly designated. The voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations
or restrictions thereof, if any, of each such series may differ from those of any and all other series of Preferred Stock at any time outstanding, and the Board is hereby expressly granted authority to fix or alter, by resolution or resolutions, the
designation, number, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of each such series, including, but without limiting the generality of the
foregoing, the following: 
  

	 	(1)	 The distinctive designation of, and the number of shares of Preferred Stock that shall constitute, such series, which number (except where otherwise
provided by the Board in the resolution establishing such series) may be increased or decreased (but not below the number of shares of such series then outstanding) from time to time by action of the Board; 



 

	 	(2)	 The rights in respect of dividends, if any, of such series of Preferred Stock, the extent of the preference or relation, if any, of such dividends
to the dividends payable on any other class or classes or any other series of the same or other class or classes of capital stock of the Corporation, and whether or in what circumstances such dividends shall be cumulative;



  

	 	(3)	 The right, if any, of the holders of such series of Preferred Stock to convert the same into, or exchange the same for, shares of any other class or
classes or of any other series of the same or any other class or classes of capital stock or other securities of the Corporation or any other person, and the terms and conditions of such conversion or exchange; 



 

	 	(4)	 Whether or not shares of such series of Preferred Stock shall be subject to redemption, and, if so, the terms and conditions of such redemption
(including whether such redemption shall be optional or mandatory), including the date or dates or event or events upon or after which they shall be redeemable, and the amount and type of consideration payable upon redemption, which may vary under
different conditions and at different redemption dates; 



  
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	 	(5)	 The rights, if any, of the holders of such series of Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation or in the event of any merger or consolidation of or sale of assets by the Corporation; 


  

	 	(6)	 The terms of any sinking fund or redemption or purchase account, if any, to be provided for shares of such series of the Preferred Stock;



  

	 	(7)	 The voting powers, if any, of the holders of any series of Preferred Stock generally or with respect to any particular matter, which may be less
than, equal to or greater than one vote per share, and which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with the holders of any other series of Preferred Stock or all series of
Preferred Stock as a class, to elect one or more directors of the Corporation generally or under such specific circumstances and on such conditions, as shall be provided in the resolution or resolutions of the Board adopted pursuant hereto,
including, without limitation, in the event there shall have been a default in the payment of dividends on or redemption of any one or more series of Preferred Stock; and 



 

	 	(8)	 Any other powers, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions of shares of
such series of Preferred Stock. 


 C. (1) After the provisions with respect to preferential
dividends on any series of Preferred Stock (fixed in accordance with the provisions of Paragraph B of this Article IV), if any, shall have been satisfied and after the Corporation shall have complied with all the requirements, if any, with respect
to redemption of, or the setting aside of sums as sinking funds or redemption or purchase accounts with respect to, any series of Preferred Stock (fixed in accordance with the provisions of Paragraph B of this Article IV), and subject further to any
other conditions that may be fixed in accordance with the provisions of Paragraph B of this Article IV, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board.

  

	 	(2)	 In the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any (fixed in accordance with the provisions of Paragraph B of this Article IV), to be distributed to the holders of Preferred Stock by reason thereof, the holders of Common Stock shall, subject to the additional rights, if
any (fixed in accordance with the provisions of Paragraph B of this Article IV), of the holders of any outstanding shares of Preferred Stock, be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. 



  
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	 	(3)	 Except as may otherwise be required by law, and subject to the provisions of such resolution or resolutions as may be adopted by the Board pursuant
to Paragraph B of this Article IV granting the holders of one or more series of Preferred Stock exclusive voting powers with respect to any matter, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all
matters voted upon by the stockholders. 


  

	 	(4)	 The authorized amount of shares of Common Stock and of Preferred Stock may without a class or series vote, be increased or decreased from time to
time by the affirmative vote of the holders of a majority of the combined voting power of the then-outstanding shares of Voting Stock, voting together as a single class. 



D. No stockholder of the Corporation shall by reason of his holding shares of any class or series of stock of the
Corporation have any preemptive or preferential right to purchase, acquire, subscribe for or otherwise receive any additional, unissued or treasury shares (whether now or hereafter acquired) of any class or series of stock of the Corporation now or
hereafter to be authorized, or any notes. debentures, bonds or other securities convertible into or carrying any right, option or warrant to purchase, acquire, subscribe for or otherwise receive shares of any class or series of stock of the
Corporation now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividends or voting or other rights of such stockholder, and the Board
may issue or authorize the issuance of shares of any class or series of stock of the Corporation, or any notes, debentures, bonds or other securities convertible into or carrying rights, options or warrants to purchase, acquire, subscribe for or
otherwise receive shares of any class or series of stock of the Corporation, without offering any such shares of any such class, either in whole or in part, to the existing stockholders of any class. 

E. Cumulative voting of shares of any class or series of capital stock of the Corporation having voting rights is not
permitted. 
 ARTICLE V 
 Election of Directors 
 A. The business and affairs of the
Corporation shall be conducted and managed by, or under the direction of, the Board. The number of directors which shall constitute the entire Board shall not be less than three nor more than twenty, and shall be determined by resolution adopted by
a majority of the entire Board. Except as otherwise provided pursuant to Article IV of this Certificate of Incorporation relating to additional directors elected by the holders of one or more series of Preferred Stock, no decrease in the number of
directors constituting the Board shall shorten the term of any incumbent director. 
 B. All directors of the
Corporation shall be of one class and shall be elected annually. Each director shall serve for a term ending at the next following annual meeting of stockholders, and until such director’s successor shall have been duly elected and qualified,
subject to his earlier death, disqualification, resignation or removal. 

  
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 C. Except as otherwise provided for or fixed pursuant to the provisions of
Article IV relating to the rights of the holders of any series of Preferred Stock to elect additional directors, and subject to the provisions hereof, newly created directorships resulting from any increase in the authorized number of directors, and
any vacancies on the Board resulting from death, resignation, disqualification. removal, or other cause, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board.
Any director elected in accordance with the preceding sentence shall hold office for a term ending at the next following annual meeting of stockholders, and until such director’s successor shall have been duly elected and qualified, subject to
his earlier death, disqualification, resignation or removal. 
 D. During any period when the holders of any
series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV, then upon commencement and for the duration of the period during which such right continues (i) the then
otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or
fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant
to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any
series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to
fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total and authorized number of directors of the Corporation shall be reduced accordingly.

 ARTICLE VI 
 Meeting of Stockholders 
 A. Meetings of stockholders of
the Corporation may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. Except as otherwise provided for or fixed pursuant to the provisions of Article IV relating to the rights of the holders of any series
of Preferred Stock, special meetings of stockholders of the Corporation may be called only (i) pursuant to a resolution adopted by a majority of the then-authorized number of directors of the Corporation and (ii) if permitted by the Bylaws
of the Corporation, by the Chairman of the Board or the President of the Corporation as and in the manner provided in the Bylaws of the Corporation. Special meetings of stockholders may not be called by any other person or persons or in any other
manner. The ability of the stockholders of the Corporation to call a special meeting of stockholders is hereby specifically denied. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

 B. In addition to the powers conferred on the Board by this Certificate of incorporation and by the General
Corporation Law, and without limiting the generality thereof, the Board is specifically authorized from time to time, by resolution of the Board without additional authorization by the stockholders of the Corporation, to adopt, amend or repeal the
Bylaws of the Corporation, in such form and with such terms as the Board may determine, including, without limiting the generality of the foregoing, Bylaws relating to (i) regulation of the procedure for submission by stockholders of
nominations of persons to be elected to the 

  
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Board, (ii) regulation of the attendance at annual or special meetings of the stockholders of persons other than holders of record or their proxies, and (iii) regulation of the business
that may properly be brought by a stockholder of the Corporation before an annual or special meeting of stockholders of the Corporation. 
 ARTICLE VII 
 Stockholder Consent 

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation, and the ability of the stockholders of the Corporation to consent in writing to the taking of any action is hereby specifically denied. 

ARTICLE VIII 
 Limitation of Liability 
 A director of this Corporation
shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission
occurring prior to such repeal or modification. 
 ARTICLE IX 

Executive Committee 
 The Board, pursuant to the Bylaws of the Corporation or by resolution passed by a majority of the then-authorized number of directors, may designate any of their number to constitute an Executive
Committee, which Executive Committee, to the fullest extent permitted by law and provided for in said resolution or in the Bylaws of the Corporation, shall have and may exercise all of the powers of the Board in the management of the business and
affairs of the Corporation. and shall have power to authorize the seal of the Corporation to be affixed to all papers that may require it. 
 ARTICLE X 
 Indemnification 

A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise against expenses (including attorney ‘s fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest
of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause 

  
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to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation and with respect to any criminal action or proceeding had
reasonable cause to believe that his conduct was unlawful. 
 B. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the
Corporation; except that no indemnification shall be made in respect of any claim. issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine, upon application, that despite the adjudication of liability, but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall
deem proper. 
 C. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is
not entitled to he indemnified by the Corporation as authorized herein. 
 D. The Corporation may purchase (upon
resolution duly adopted by the board of directors) and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability. 
 E. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to herein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him in connection therewith. 
 F. Every
such person shall be entitled, without demand by him upon the Corporation or any action by the Corporation, to enforce his right to such indemnity in an action at law against the Corporation. The right of indemnification and advancement of expenses
hereinabove provided shall not be deemed exclusive of any rights to which any such person may now or hereafter be otherwise entitled and specifically, without limiting the generality of the foregoing,


  
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shall not be deemed exclusive of any rights pursuant to statute or otherwise, of any such person in any such action, suit or proceeding to have assessed or allowed in his favor against the
Corporation or otherwise, his costs and expenses incurred therein or in connection therewith or any part thereof. 
 ARTICLE
XI 
 Amendment Of Corporate Documents 

 

	 	A.	 Certificate of Incorporation 


 In addition to any affirmative vote required by applicable law and in addition to any vote of the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV,
any alteration, amendment, repeal or rescission (a “Change”) of any provision of this Certificate of Incorporation must be approved by at least a majority of the then-authorized number of directors and by the affirmative vote of the
holders of at least a majority of the combined voting power of the then-outstanding shares of Voting Stock, voting together as a single class. Subject to the provisions hereof, the Corporation reserves the right at any time, and from time to time,
to amend, alter, repeal or rescind any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and other provisions authorized by the laws of the State of Delaware at the time in force may be added
or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article. 
  

	 	B.	 Bylaws 


 In addition to any affirmative vote required by law, any Change of the Bylaws of the Corporation may be adopted either (i) by the Board by the affirmative vote of a least a majority of the
then-authorized number of directors or (ii) by the stockholders by the affirmative vote of the holders of at least a majority of the combined voting power of the then-outstanding shares of Voting Stock, voting together as a single class.

 ARTICLE XII 
 Definitions 
 For the purposes of this Certificate of
Incorporation: 
 A. A “person” shall mean any individual, firm, corporation, partnership. Limited
liability company, trust, unincorporated organization or other entity. 
 B. “Voting Stock” means all
outstanding shares of capital stock of the Corporation that pursuant to or in accordance with this Certificate of Incorporation are entitled to vote generally in the election of directors of the Corporation, and each reference herein, where
appropriate. to a percentage or portion of shares of Voting Stock shall refer to such percentage or portion of the voting power of such shares entitled to vote. 
 **** 

  
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 IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been duly executed by an authorized officer of the Corporation on June 8, 2011. 
  

					
	Devon Energy Corporation
		
	By:	 	/s/ John Richels
		 	Name:	 	 John Richels

		 	Title:	 	President and Chief Executive Officer



  
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