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. Xxxxx Xxxxxxx
J. Xxxxx Xxxxxxx
President and Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Secretary
BANKBOSTON,
N.A. (formerly,
THE FIRST NATIONAL BANK OF BOSTON
(MASSACHUSETTS))
By: /s/ Xxxxx Xxxxx
Administration Manager
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
Administration Manager
