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EXHIBIT 4.2
SECOND AMENDMENT TO RIGHTS AGREEMENT
The Rights Agreement dated April 17, 1995 between Devon Energy Corporation
and The First National Bank of Boston (Massachusetts), as amended on October 16,
1996, is hereby amended this 31st day of December, 1996 by the amendment of
Section 1(a) as follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall hereafter become
the Beneficial Owner of 15% or more of the Voting Shares of the
Company then outstanding, but shall not include the Company, any
Subsidiary of the Company or any employee benefit plan of the Company
or any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company or a Subsidiary of the Company
for or pursuant to the terms of any employee benefit plan; provided, a
Person who or which does no more than (i) become an Affiliate or
Associate of a Person who or which (together with all Affiliates or
Associates) is now a Beneficial Owner of 15% or more of the Voting
Shares now outstanding, and/or (ii) become, by operation of clause
(ii) or clause (iii) of Section 1(c), the Beneficial Owner of shares
beneficially owned by a Person who or which (together with all
Affiliates or Associates) is now a Beneficial Owner of 15% or more of
the Voting Shares now outstanding, is not an Acquiring Person.
Further, no Person shall become an Acquiring Person solely as the
result of a reduction in the number of Voting Shares outstanding due
to an acquisition of Voting Shares by the Company which increases the
proportionate number of such Voting Shares Beneficially Owned by such
Person to 15% or more unless and until that Person shall purchase or
otherwise become (as a result of actions by such Person or its
Affiliates or Associates) the Beneficial Owner of any additional
Voting Shares of the Company; provided, further, that Xxxx-XxXxx
Corporation and its affiliates shall not be deemed an Acquiring Person
pursuant to this Section solely as a result of the acquisition of
Common Stock of the Company (i) upon consummation of the transactions
pursuant to the Agreement and Plan of Merger among Devon Energy
Corporation, Devon Energy Corporation (Nevada), Xxxx-XxXxx
Corporation, Xxxx-XxXxx North American Onshore Corporation, and
Xxxx-XxXxx Canada Onshore Ltd. of even date herewith (the "Merger
Agreement"); (ii) pursuant to transactions permitted by a Stock Rights
and Restrictions Agreement substantially in the form of Exhibit F to
the Merger Agreement, as such agreement may be amended from time to
time (the "Stock Agreement"); and (iii) subsequent to termination of
the Stock Agreement pursuant to Subsections 4.8(iii) (unless the Stock
Agreement is reinstated pursuant to that Subsection), 4.8(iv), 4.8(v)
or 4.8(vi).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
DEVON OKLAHOMA CORPORATION
By /s/ J. XXXXX XXXXXXX
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J. Xxxxx Xxxxxxx, President
and Chief Executive Officer
ATTEST:
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Secretary
THE FIRST NATIONAL BANK OF BOSTON
(MASSACHUSETTS)
By /s/ XXXXXXX XXXX XXXXXXX
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Administration Manager
ATTEST:
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Secretary
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