Item 1.01 Entry into a Material Definitive Agreement

On June 3, 2009, the stockholders of Devon Energy Corporation (the "Company") approved the Company's 2009 Long-Term Incentive Plan (the "2009 Plan"). A description of the 2009 Plan is incorporated from pages 54 through 58 of the Company's Proxy Statement dated April 24, 2009.
Also, on June 3, 2009, each non-management member of the Board of Directors of Devon Energy Corporation was granted 2,000 shares of restricted stock to vest 25% per year beginning June 3, 2010, and 3,000 stock options to purchase common stock of the Company at $63.42 per share, the closing price of the common stock as quoted by the New York Stock Exchange. Such options vest on June 3, 2009 and expire on June 2, 2017.