NON-MANAGEMENT DIRECTOR RESTRICTED STOCK AWARD AGREEMENT UNDER THE DEVON ENERGY CORPORATION 2005 LONG-TERM INCENTIVE PLAN

Exhibit 10.4

NON-MANAGEMENT DIRECTOR
 RESTRICTED STOCK AWARD AGREEMENT
 UNDER THE
DEVON ENERGY CORPORATION
2005 LONG-TERM INCENTIVE PLAN

     THIS AWARD AGREEMENT (the “Agreement”) entered into as of the «Grant_Date» (the “Grant Date”), by and between Devon Energy Corporation (the “Company”) and «FirstName» «MiddleName» «Lastname» (the “Participant”);

WITNESSETH:

     WHEREAS, the Company has previously adopted the “Devon Energy Corporation 2005 Long-Term Incentive Plan”, as amended and restated June 7, 2006 (the “Plan”); and

     WHEREAS, the Participant is a non-management Director of the Company and it is important to the Company that the Participant be encouraged to remain a Director of the Company; and

     WHEREAS, in recognition of such facts, the Company desires to award to the Participant «Shares» shares of the Company common stock under the Plan subject to the terms and conditions of this Agreement; and

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, the Participant and the Company agree as follows (all capitalized terms used herein, unless otherwise defined, have the meaning ascribed to such terms as set forth in the Plan):

      1.  Definitions . Words, terms, or phrases used in this Agreement shall have the meanings set forth in this section 1:

     (a) The Participant’s “Date of Termination” means the first day occurring on or after the Grant Date on which the Participant is not a member of the Board.

     (b) “Mandatory Retirement” means the Participant’s mandatory retirement from the Board of Directors at the next annual meeting of shareholders following the date the Participant reaches his 73 ^rd birthday.

      2.  The Plan . The Plan, a copy of which is attached hereto, is hereby incorporated by reference herein and made a part hereof for all purposes, and when taken with this Agreement shall govern the rights of the Participant and the Company with respect to the Award (as defined below).

      3.  Grant of Award . The Company hereby grants to the Participant an award (the “Award”) of «Shares» shares of the Company Common Stock, par value $.10 (the “Stock”), on the terms and conditions set forth herein and in the Plan.

     4.  Terms of Award.

     (a)  Escrow of Shares . A certificate or book-entry registration representing the Stock subject to the Award (the “Restricted Stock”) shall be issued in the name of the Participant and shall be escrowed with the Secretary of the Company (the “Escrow Agent”) subject to removal of the restrictions placed thereon or forfeiture pursuant to the terms of this Agreement.

     (b)  Vesting . If the Participant’s Date of Termination has not occurred as of the vesting dates specified below (the “Vesting Dates”), then, the Participant shall be entitled, subject to the applicable provisions of the Plan and this Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates, on accumulative basis, the number of shares of Stock as described in the following schedule. Once vested pursuant to the terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock”.

Vesting Schedule

The Participant shall forfeit the unvested portion of the Award (including the underlying Restricted Stock and “Accrued Dividends,” as such term is hereinafter defined) upon the occurrence of the Participant’s Date