Exhibit 10.1
SUPPLEMENTAL AGREEMENT TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This supplemental agreement (this "Supplement") dated as of July 8, 1999
relates to the Amended and Restated Agreement and Plan of Merger dated as of May
19, 1999 (the "Agreement") by and among Devon Energy Corporation, an Oklahoma
corporation ("DVN"), Devon Delaware Corporation, a Delaware corporation and a
direct, wholly owned subsidiary of DVN ("Newco"), Devon Oklahoma Corporation, an
Oklahoma corporation and a direct, wholly owned subsidiary of Newco ("Devon
Oklahoma"), and PennzEnergy Company, a Delaware corporation ("PZE"). Any
capitalized terms used herein without definition shall have the meaning assigned
thereto in the Agreement.
In furtherance of and to facilitate the preparation and filing of a
registration statement on Form S-4 of Newco, a portion of which will also serve
as the joint proxy statement with respect to the meetings of the stockholders of
DVN and of PZE in connection with the Merger, DVN, Newco, DVN Oklahoma and PZE
hereby supplementally agree as follows:
1. The By-Laws of Newco at the Effective Time shall be as set forth in
Exhibit A to this Supplement.
2. The committees of the Board of Directors of Newco at the Effective
Time shall be as set forth in Exhibit B to this Supplement.
3. The Rights Agreement of Newco at the Effective Time shall be
substantially as set forth in Exhibit C to this Supplement.
4. The person designated by PZE under Section 3.1 of the Agreement for
the Board of Directors of Newco to be mutually approved by the chairman of PZE
and the president of DVN shall be William J. Johnson.
The Agreement shall continue in full force and effect in accordance with
the provisions thereof.
IN WITNESS WHEREOF, the parties have executed this Supplement and caused
the same to be duly delivered on their behalf on the date and year first written
above.
DEVON ENERGY CORPORATION
By: /s/ J. Larry Nichols
-----------------------------
J. Larry Nichols
President
DEVON DELAWARE CORPORATION
By: /s/ J. Larry Nichols
-----------------------------
J. Larry Nichols
President
DEVON OKLAHOMA CORPORATION
By: /s/ J. Larry Nichols
-----------------------------
J. Larry Nichols
President
PENNZENERGY COMPANY
By: /s/ James L. Pate
-----------------------------
James L. Pate
Chairman of the Board
Exhibit A
[See Exhibit 3.3 of the Registration Statement
on S-4 of Devon Delaware Corporation
dated July 15, 1999]
Exhibit B
Newco
Committees of the Board of Directors
Audit (3 persons)
Ferguson (Chair)
1 additional former DVN director designated by DVN
1 former PZE director designated by PZE
Compensation (4 persons)
Gavrin (Chair)
1 additional former DVN director designated by DVN
2 former PZE directors designated by PZE
Nominating (4 persons)
Gellert (Chair)
1 additional former DVN director designated by DVN
2 former PZE directors designated by PZE
Executive (2 persons)
Nichols
Pate (Chair)
Exhibit C
[See Exhibit 4.2 of the Registration Statement
on Form S-4 of Devon Delaware
Corporation dated July 15, 1999]