EXHIBIT 4.9
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of September 13, 2002, to the Rights Agreement
(as defined below) is by and between Devon Energy Corporation (the "Company")
and Wachovia Bank, N.A. ("Wachovia"), as successor Rights Agent.
WHEREAS, the Company entered into a Rights Agreement, dated as of
August 17, 1999 (as heretofore amended, the "Rights Agreement"), with Fleet
National Bank (f/k/a BankBoston, N.A.) as rights agent (the "Predecessor
Agent");
WHEREAS, the Company has given the Predecessor Agent proper notice of
removal as rights agent under Section 21 of the Rights Agreement and desires to
appoint Wachovia as the successor rights agent under the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof;
NOW, THEREFORE, the Company and Wachovia hereby agree as follows, and
the Rights Agreement is hereby amended as follows:
1. The Company appoints Wachovia, and Wachovia accepts such
appointment, as successor rights agent under the Rights Agreement, to serve in
that capacity for the consideration and subject to all of the terms and
conditions of the Rights Agreement.
2. Wachovia represents that it is, or is an affiliate of, a corporation
or trust company organized and doing business under the laws of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and has, as of the date hereof, a
combined capital and surplus of at least $100,000,000.
3. From and after the date hereof, all references in the Rights
Agreement (including the exhibits thereto) to the Predecessor Agent or to the
"Rights Agent" shall be deemed to be references to Wachovia.
4 The Common Stock Certificate legend appearing in Section 3(c) is
deleted in its entirety and replaced with the following:
This certificate also evidences and entitles the holder hereof
to certain Rights as set forth in a certain rights agreement
(the "Rights Agreement") between the Corporation and the
Transfer Agent (the "Rights Agent"), the terms of which are
hereby incorporated herein by reference and a copy of which is
on file at the principal offices of the Corporation. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights may be redeemed, may be exchanged, may expire or
may be evidenced by separate certificates and will no longer
be evidenced by this certificate.
The Corporation or the Rights Agent will mail to the holder of
this certificate a copy of the Rights Agreement, as in effect
on the date of mailing, without charge promptly after receipt
of a written request therefor. Under certain circumstances set
forth in the Rights Agreement, Rights beneficially owned by or
transferred to any Person who is, was or becomes and Acquiring
Person or an Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), and certain transferees
thereof, will become null and void and will no longer be
transferable.
5. The notice address of the Rights Agent set forth in Section 26 of
the Rights Agreement is deleted in its entirety and replaced with the following:
Wachovia Bank, N.A.
▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first above written.
DEVON ENERGY CORPORATION
By: /s/ Duke ▇. ▇▇▇▇▇
--------------------------------------
Name: Duke ▇. ▇▇▇▇▇
Title: Senior Vice President and General
Counsel
WACHOVIA BANK, N.A.
(as Rights Agent)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: VICE PRESIDENT
-----------------------------------
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary of Devon Energy Corporation, hereby
certify that Duke ▇. ▇▇▇▇▇ is the Senior Vice President and General Counsel of
Devon Energy Corporation and the signature appearing above is his genuine
signature.
Dated: September 13, 2002 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
OFFICER'S CERTIFICATE
The undersigned hereby certifies that the Amendment to Rights
Agreement, dated as of September 13, 2002, attached hereto is in compliance with
Section 27 of the Rights Agreement, dated as of August 17, 1999, as amended, by
and between Devon Energy Corporation and Fleet National Bank (f/k/a Bank Boston,
N.A.) (as Rights Agent).
/s/ Duke ▇. ▇▇▇▇▇
-----------------------------------------
Duke ▇. ▇▇▇▇▇
Senior Vice President and General Counsel
Devon Energy Corporation
Dated: September 13, 2002