from 10-K405 1 page <page> Third Amendment to Rights Agreement the Rights Agreement Dated as of April 17, 1995 Between Devon Energy Corporation and Bankboston, N.A. (Formerly, the First National Bank of Boston (Massachusetts)), as Amended as of October 16, 1996 and December 31, 1996, Is Hereby Further Amended as of December 10, 1998 as Follows: 1. Section 1(a) of the Rights Agreement Is Hereby Amended to Add to the End Thereof the Following: ; Provided, Further, That the Trustee From Time to Time (The "Trustee") Under the Voting and Exchange Agreement (The "Voting and Exchange Trust Agreement") to Be Entered Into by and Among the Company, Northstar Energy Corporation and the Trustee Shall Not, and the Trustee's Affiliates and Associates Shall Not, Be Deemed an Acquiring Person Pursuant to This Section Solely as a Result of the Transactions Contemplated by the Voting and Exchange Trust Agreement, Including, Without Limitation, the Issuance to the Trustee of the Voting Share (As Defined in the Voting and Exchange Trust Agreement). in Witness Whereof, the Parties Hereto Have Caused This Agreement to Be Duly Executed, All as of the 10th Day of December, 1998. Devon Energy Corporation /S/ J. Larry Nichols J. Larry Nichols President and Chief Executive Officer Attest: /S/ Marian J. Moon Marian J. Moon Secretary Bankboston, N.A. (Formerly, the First National Bank of Boston (Massachusetts)) By: /S/ Frank Arron Administration Manager Attest: /S/ Deborah H. Norris Administration Manager

from 10-K405 ~50 pages Morrison Petroleums Note

from 10-K405 >50 pages Material contract

from 10-K405 ~5 pages John Hagg Supplemental Benefit Agreement

from 10-K405 1 page Tom Ferguson Consulting Agreement

from 10-K405 1 page Computation of Ratio of Earnings to Fixed Charges

from 10-K405 1 page Subsidiaries of the registrant

from 10-K405 1 page Laroache Consent

from 10-K405 1 page Consent of expert or counsel

from 10-K405 1 page Consent of expert or counsel

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from 10-K405 1 page Deloitte Consent

from 10-K405 1 page Pricewaterhouse Consent

from 10-K405 1 page Financial Data Schedule