0000950123-11-018537 Sample Contracts

Devon Energy Corporation 405 235 3611 Phone
Restricted Stock Award and Nonqualified Stock Option Award Agreements • February 25th, 2011 • Devon Energy Corp/De • Crude petroleum & natural gas

This letter agreement memorializes our understanding with respect to the amendment of (i) the Restricted Stock Award Agreements under (a) the Devon Energy Corporation 2009 Long-Term Incentive Plan identified on Annex A as the 2009 RSA Agreements (the “2009 RSA Agreements”) and (b) the Devon Energy Corporation 2005 Long-Term Incentive Plan identified on Annex A as the 2005 RSA Agreements (the “2005 RSA Agreements” and, together with the 2009 RSA Agreements, the “RSA Agreements”) and (ii) the Nonqualified Stock Option Award Agreements under (a) the Devon Energy Corporation 2009 Long-Term Incentive Plan identified on Annex A as the 2009 NQSO Agreements (the “2009 NQSO Agreements”) and (b) the Devon Energy Corporation 2005 Long-Term Incentive Plan identified on Annex A as the 2005 NQSO Agreements (the “2005 NQSO Agreements” and, together with the 2009 NQSO Agreements, the “NQSO Agreements”), in each case between you and Devon Energy Corporation.

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RETIREMENT AGREEMENT
Retirement Agreement • February 25th, 2011 • Devon Energy Corp/De • Crude petroleum & natural gas • Oklahoma

This letter agreement is entered between Devon Energy Corporation (together with its subsidiaries and affiliates, the “Company”) and the undersigned (the “Participant”) in connection with that certain Amendment to Nonqualified Stock Option Agreements (the “Amendment”) dated _______________, _______ between the Company and the Participant. All capitalized terms used in this letter agreement shall have the same meaning ascribed to them in the Amendment unless specifically denoted otherwise.

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