<PAGE>   1
                                                                    EXHIBIT 4(i)



                                                                  Execution Copy



                         ANADARKO PETROLEUM CORPORATION

                                       TO

                          THE BANK OF NEW YORK, TRUSTEE



                          FIRST SUPPLEMENTAL INDENTURE

                           DATED AS OF MARCH 13, 2001

      ZERO YIELD PUTTABLE CONTINGENT DEBT SECURITIES (ZYP-CODES(SM)) DUE 2021



                SUPPLEMENT TO INDENTURE DATED AS OF MARCH 9, 2001



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                              <C>
ARTICLE I AMENDMENTS TO THE INDENTURE.............................................................................2

   SECTION 101       AMENDMENTS APPLICABLE ONLY TO ZYP-CODES......................................................2
   SECTION 102       DEFINITIONS..................................................................................2
   SECTION 103       DEFINITION OF OUTSTANDING....................................................................7
   SECTION 104       REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE..........................................7
   SECTION 105       MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.............................................7
   SECTION 106       CANCELLATION.................................................................................7
   SECTION 107       REDEMPTION...................................................................................7
   SECTION 108       DEFAULTS AND REMEDIES........................................................................8
   SECTION 109       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..............................9
   SECTION 110       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST....................9
   SECTION 111       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS...........................................9
   SECTION 112       SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS..............................................10
   SECTION 113       MAINTENANCE OF OFFICE OR AGENCY.............................................................10

ARTICLE II THE ZYP-CODES.........................................................................................10

   SECTION 201       DESIGNATION OF ZYP-CODES; ESTABLISHMENT OF FORM.............................................10
   SECTION 202       TRANSFER AND EXCHANGE.......................................................................12
   SECTION 203       AMOUNT LIMITED..............................................................................16
   SECTION 204       INTEREST....................................................................................16
   SECTION 205       NO SINKING FUND.............................................................................16
   SECTION 206       DISCHARGE OF INDENTURE; DEFEASANCE..........................................................17
   SECTION 207       OTHER TERMS OF ZYP-CODES....................................................................17
   SECTION 208       TAX TREATMENT OF ZYP-CODES..................................................................17
   SECTION 209       REGULATION S TEMPORARY GLOBAL SECURITY LEGEND...............................................17
   SECTION 210       RANKING.....................................................................................17

ARTICLE III CONVERSION OF ZYP-CODES..............................................................................17

   SECTION 301       CONVERSION PRIVILEGE........................................................................17
   SECTION 302       CONVERSION PROCEDURE; CONVERSION PRICE; FRACTIONAL SHARES...................................17
   SECTION 303       ADJUSTMENT OF CONVERSION PRICE FOR COMMON STOCK.............................................18
   SECTION 304       CONSOLIDATION OR MERGER OF THE COMPANY......................................................25
   SECTION 305       NOTICE OF ADJUSTMENT........................................................................26
   SECTION 306       NOTICE IN CERTAIN EVENTS....................................................................26
   SECTION 307       COMPANY TO RESERVE STOCK: REGISTRATION; LISTING.............................................27
   SECTION 308       TAXES ON CONVERSION.........................................................................27
   SECTION 309       CONVERSION AFTER RECORD DATE................................................................27
   SECTION 310       COMPANY DETERMINATION FINAL.................................................................28
   SECTION 311       RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.........................................28
   SECTION 312       UNCONDITIONAL RIGHT OF HOLDERS TO CONVERT...................................................28

ARTICLE IV REDEMPTION OF ZYP-CODES...............................................................................28

   SECTION 401       OPTIONAL REDEMPTION BY THE COMPANY..........................................................28
   SECTION 402       PARTIAL REDEMPTION..........................................................................28
   SECTION 403       APPLICABILITY OF ARTICLE....................................................................28

ARTICLE V REPURCHASE OF ZYP-CODES AT THE OPTION OF HOLDERS.......................................................29

   SECTION 501       REPURCHASE RIGHTS...........................................................................29
   SECTION 502       NOTICES; METHOD OF EXERCISING REPURCHASE RIGHT; ETC.........................................29
   SECTION 503       THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF REPURCHASE PRICE..........................32
   SECTION 504       PURCHASE WITH CASH..........................................................................32
   SECTION 505       PAYMENT BY ISSUANCE OF COMMON STOCK.........................................................33
</TABLE>




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<TABLE>
<S>                                                                                                              <C>
   SECTION 506       COVENANTS OF THE COMPANY....................................................................34
   SECTION 507       PROCEDURE UPON REPURCHASE...................................................................34
   SECTION 508       COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE OF ZYP-CODES........................35
   SECTION 509       REPAYMENT TO THE COMPANY....................................................................35

ARTICLE VI MISCELLANEOUS.........................................................................................35

   SECTION 601       EFFECTIVE DATE..............................................................................35
   SECTION 602       INTEGRAL PART...............................................................................35
   SECTION 603       GENERAL DEFINITIONS.........................................................................35
   SECTION 604       ADOPTION, RATIFICATION AND CONFIRMATION.....................................................35
   SECTION 605       TRUST INDENTURE ACT CONTROLS................................................................35
   SECTION 606       GOVERNING LAW...............................................................................35
   SECTION 607       SEVERABILITY................................................................................36
   SECTION 608       COUNTERPART ORIGINALS.......................................................................36
   SECTION 609       SUCCESSORS..................................................................................36
   SECTION 610       TABLE OF CONTENTS, HEADINGS, ETC............................................................36
   SECTION 611       BENEFIT OF SUPPLEMENTAL INDENTURE...........................................................36
   SECTION 612       ACCEPTANCE BY TRUSTEE.......................................................................36
</TABLE>


                                       ii

<PAGE>   4

         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 13, 2001 (this
"Supplemental Indenture"), is by and between ANADARKO PETROLEUM CORPORATION, a
Delaware corporation (hereinafter called the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").

                            RECITALS OF THE COMPANY:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of March 9, 2001 (the "Original Indenture," and
as amended and supplemented by this First Supplemental Indenture, the
"Indenture") providing for the issuance from time to time of one or more series
of the Company's Securities; and

         WHEREAS, Section 901(7) of the Original Indenture provides that the
Company and the Trustee may from time to time enter into one or more indentures
supplemental thereto to establish the form or terms of Securities of a new
series; and

         WHEREAS, Sections 901(2) and 901(3) of the Original Indenture permits
the execution of supplemental indentures without the consent of any Holders to
add to the covenants of the Company for the benefit of, and to add any
additional Events of Default with respect to, all or any series of Securities;
and

         WHEREAS, Section 901(9) of the Original Indenture permits the execution
of supplemental indentures without the consent of any Holders to make provisions
with respect to matters or questions arising under the Indenture, provided that
such provisions do not adversely affect the interests of the Holders of
Outstanding Securities in any material respect; and

         WHEREAS, Sections 201 and 301 of the Original Indenture provide that
the Company may enter into supplemental indentures to establish the terms and
provisions of a series of Securities issued pursuant to the Original Indenture;
and

         WHEREAS, the Company desires to issue Zero Yield Puttable Contingent
Debt Securities (ZYP-CODES(SM)) due 2021 (the "ZYP-CODES") as a new series of
Securities under the Original Indenture and has duly authorized the creation and
issuance of such Securities and the execution and delivery of this Supplemental
Indenture to modify the Original Indenture with respect to the ZYP-CODES and
provide certain additional provisions with respect to the ZYP-CODES as
hereinafter described;

         WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this Supplemental Indenture to supplement and amend in certain respects
the Original Indenture insofar as it will apply only to the ZYP-CODES (and not
to any other series) in certain respects;

         WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by a Board Resolution; and

         WHEREAS, all things necessary have been done to make the ZYP-CODES,
when executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Supplemental Indenture a valid agreement of the Company, in accordance with
their and its terms.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises provided herein, the Company
and the Trustee mutually covenant and agree, for the equal and proportionate
benefit of all Holders of the ZYP-CODES (as hereinafter defined), as follows:


                                       1
<PAGE>   5

                                   ARTICLE I
                           AMENDMENTS TO THE INDENTURE

Section 101 Amendments Applicable Only to ZYP-CODES. The amendments contained
herein shall apply to the ZYP-CODES only and not to any other series of Security
issued under the Original Indenture and any covenants provided herein are
expressly being included solely for the benefit of the ZYP-CODES and not for the
benefit of any other series of Securities issued under the Original Indenture.
The amendments contained herein shall be effective for so long as any ZYP-CODES
remain Outstanding. Except as specifically amended and supplemented by, or to
the extent inconsistent with, this Supplemental Indenture, the Original
Indenture shall remain in full force and effect.

Section 102 Definitions. Section 101 of the Original Indenture is hereby
amended, subject to Section 101 hereof and with respect to the ZYP-CODES only,
by inserting or restating, as the case may be, in their appropriate alphabetical
position, the following definitions:

         "Agent Members" has the meaning specified in Section 201(b) hereof.

         "Applicable Procedures" means, with respect to any transfer or exchange
of beneficial ownership interests in a Global Security, the rules and procedures
of the Depositary, Euroclear and CEDEL that are applicable to such transfer or
exchange.

         "CEDEL" means Cedel Bank, societe anonyme.

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Annex A and that does not include the information or the
schedule called for by footnotes 1, 4 and 5 thereof.

         "Change of Control" means the occurrence of any of the following:

         (i) the acquisition by any Person, including any syndicate or group (as
such term is defined in Section 13(d)(3) of the Exchange Act) deemed to be a
Person, of beneficial ownership, directly or indirectly, through a purchase,
merger or other acquisition transaction or series of purchase, merger or other
acquisition transactions, of shares of the Company's capital stock entitling
that Person to exercise 50% or more of the total voting power of all shares of
the Company's capital stock entitled to vote generally in the election of
directors, other than any acquisition by the Company, any of its Subsidiaries or
any of its employee benefit plans;

         (ii) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; or

         (iii) any consolidation or merger of the Company with or into any other
Person, any merger of another Person into the Company, or any conveyance,
transfer, sale, lease or other disposition of all or substantially all of the
properties and assets of the Company to another Person, other than, in each
case, any such transaction (x) (A) that does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of capital stock of
the Company and (B) pursuant to which holders of outstanding capital stock of
the Company immediately prior to such transaction have the entitlement to
exercise, directly or indirectly, 50% or more of the total voting power of all
shares of the outstanding capital stock entitled to vote generally in the
election of directors of the continuing or surviving Person immediately after
such transaction or (y) solely for the purpose of changing the Company's
jurisdiction of incorporation and that results in a reclassification,
conversion, exchange or cancellation of outstanding shares of capital stock of
the Company solely into shares of common stock of the surviving corporation
(other than cash in lieu of fractional shares);

provided, however, that a Change of Control shall not be deemed to have occurred
if (I) the Trading Price of the Common Stock for any five Trading Days within
the period of 10 consecutive Trading Days ending immediately after the later of
the Change of Control or the public announcement of the Change of Control, in
the case of a Change of Control described in clause (i) of this definition, or
the period of 10 consecutive Trading Days ending immediately prior to the Change
of Control, in the case of a Change of Control described in clause (ii) of this
definition, equals or exceeds 110% of the Conversion Price in effect on each
such Trading Day, or (II) at least 90%



                                       2
<PAGE>   6

of the consideration in the transaction or transactions constituting a Change of
Control consists of shares of common stock traded or to be traded immediately
following such Change of Control on a U.S. national securities exchange or the
Nasdaq National Market and, as a result of such transaction or transactions, the
ZYP-CODES become convertible into such shares of common stock (and any
shareholder rights attached thereto). As used in this definition, the term
"beneficial ownership" shall have the same meaning as such term has in Rule
13d-3 of the rules and regulations promulgated by the Securities and Exchange
Commission under the Exchange Act, (except that any of the referenced Persons
shall be deemed to have beneficial ownership of all securities it has the right
to acquire, whether the right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition), and the term "Person" shall
include any syndicate or group which would be deemed to be a "person" under
Section 13(d)(3) of the Exchange Act.

         "Change of Control Company Notice" has the meaning specified in Section
502(a) hereof.

         "Change of Control Repurchase Date" has the meaning specified in
Section 501(b) hereof.

         "Change of Control Repurchase Price" has the meaning specified in
Section 501(b) hereof.

         "Change of Control Repurchase Right" has the meaning specified in
Section 501(b) hereof.

         "Common Stock" means the class of common stock, par value $0.10 per
share, of the Company authorized at the date of this Supplemental Indenture or
any other class of capital stock of the Company resulting from successive
changes or reclassifications of such common stock, or any class of capital stock
of another Person into which such common stock shall be reclassified or changed;
provided, however, that if there shall be more than one resulting class of
stock, the shares of each resulting class then so issuable shall be
substantially in the proportion which the total number of shares of such class
bears to the total number of shares of all such classes resulting from all such
reclassifications.

         "Company" has the meaning specified in the recitals.

         "Company Notice" has the meaning specified in Section 502(a) hereof.

         "Company Notice Date" has the meaning set forth in Section 504 hereof.

         "Contingent Debt Regulations" has the meaning specified in Section 208
hereof.

         "Contingent Interest" has the meaning specified in Section 204(b)
hereof.

         "Continuing Director," as of any date, means any member of the Board of
Directors of the Company who (i) was a member of such Board of Directors on the
date of this Supplemental Indenture or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

         "Conversion Agent" means any Person authorized by the Company to
receive ZYP-CODES for conversion into Common Stock on behalf of the Company. The
Company initially authorizes the Trustee to act as Conversion Agent for the
ZYP-CODES on its behalf. The Company may at any time and from time to time
authorize one or more Persons to act as Conversion Agent in addition to or in
place of the Trustee with respect to the ZYP-CODES.

         "Conversion Price" means the price per share of Common Stock at which
the ZYP-CODES are convertible, which shall initially be $100.72, as such price
may be adjusted from time to time in accordance with Article III hereof.

         "Conversion Rate" means the number of shares of Common Stock into which
each $1,000 principal amount of ZYP-CODES is convertible.




                                       3
<PAGE>   7

         "Conversion Value," with respect to any date, means the Trading Price
of the Common Stock on such date, multiplied by the Conversion Rate then in
effect.

         "Current Market Price" has the meaning specified in Section 303(g)
hereof.

         "Depositary" has the meaning specified in Section 201(a) hereof.

         "Discounted Market Price" has the meaning set forth in Section 505
hereof.

         "DTC" has the meaning specified in Section 201(a) hereof.

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

         "Excess Amount" has the meaning set forth in Section 303(f) hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute.

         "Expiration Time" has the meaning specified in Section 303(f) hereof.

         "Fair Market Value," for purposes of Section 303, has the meaning
specified in Section 303(g) hereof.

         "Global Security" means a permanent Global Security that (i) is in
substantially the form attached hereto as Annex A-1 or A-2, (ii) with respect to
the form attached as Annex A-1, that includes the information and schedule
called for by footnotes 1, 4 and 5 thereof and (iii) which is deposited with the
Depositary or the Security Custodian and registered in the name of the
Depositary or its nominee.

         "Indenture" has the meaning specified in the recitals.

         "Initial Purchaser" has the meaning specified in Section 201(a) hereof.

         "Lehman" means Lehman Brothers Inc.

         "Liquidated Damages" has the meaning set forth in Section 3(a) of the
Registration Rights Agreement. "Market Price" has the meaning set forth in
Section 502 hereof.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Optional Repurchase Company Notice" has the meaning specified in
Section 502(a) hereof.

         "Optional Repurchase Price" has the meaning specified in Section 501(a)
hereof.

         "Optional Repurchase Right" has the meaning specified in Section 501(a)
hereof.

         "Original Indenture" has the meaning specified in the recitals.

         "Participant" means, with respect to DTC, Euroclear or CEDEL, a Person
who has an account with DTC, Euroclear or CEDEL, respectively (and, with respect
to DTC, shall include Euroclear and CEDEL).

         "Principal Amount" means $1,000 per ZYP-CODES.

         "Purchase Agreement" means the Purchase Agreement, dated as of March 8,
2001, between the Company and Lehman.




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<PAGE>   8

         "QIB" has the meaning specified in Section 201(a) hereof.

         "Record Date" has the meaning specified in Section 303(g) hereof.

         "Reference Period" has the meaning specified in Section 303(d) hereof.

         "Registration Rights Agreement" means the Resale Registration Rights
Agreement, dated as of March 13, 2001, between the Company and Lehman.

         "Regulation S" means Regulation S of the rules and regulations
promulgated under the Securities Act or any successor to such Regulation.

         "Regulation S Global Security" means a Regulation S Temporary Global
Security or Regulation S Permanent Global Security, as appropriate.

         "Regulation S Permanent Global Security" means a permanent Global
Security in the form of Annex A-1 hereto that shall include the legend called
for by footnote 2 to Annex A-1 hereto and shall be deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding Principal Amount of the Regulation S
Temporary Global Security upon expiration of the Restricted Period.

         "Regulation S Temporary Global Security" means a temporary Global
Security in the form of Annex A-2 hereto that shall include the legend called
for by footnote 2 to Annex A-1 hereto and shall be deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding Principal Amount of the ZYP-CODES
initially sold in reliance on Rule 903 of Regulation S.

         "Repurchase Date" has the meaning specified in Section 501(b) hereof.

         "Repurchase Notice" has the meaning specified in Section 502(b) hereof.

         "Repurchase Price" has the meaning specified in Section 501(b) hereof.

         "Repurchase Right" has the meaning specified in Section 501(b) hereof.

         "Restricted Certificated Security" means a Certificated Security which
is a Transfer Restricted Security.

         "Restricted Global Security" means a Global Security that is a Transfer
Restricted Security.

         "Restricted Period" means the 40-day distribution compliance period as
set forth in Regulation S.

         "Rights Agreement" means the Rights Agreement, dated as of October 29,
1998, between the Company and The Chase Manhattan Bank, as rights agent, as
amended by Amendment No. 1 thereto, dated as of April 2, 2000, between the
Company and Chase Mellon Shareholder Services L.L.C. (successor to The Chase
Manhattan Bank), as rights agent, as same may be amended, modified or restated
while any of the ZYP-CODES remain outstanding.

         "Rule 144" means Rule 144 of the rules and regulations promulgated
under the Securities Act or any successor to such Rule.

         "Rule 144A" means Rule 144A of the rules and regulations promulgated
under the Securities Act or any successor to such Rule.

         "Sale Price" has the meaning set forth in Section 505 hereof.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute.



                                       5
<PAGE>   9

         "Security Registrar" has the meaning specified in Section 202(b)
hereof.

         "Spin-Off" has the meaning specified in Section 303(d) hereof.

         "Supplemental Indenture" has the meaning specified in the recitals.

         "Trading Day" means:

         (i) if the applicable security is listed or admitted for trading on the
New York Stock Exchange, a day on which the New York Stock Exchange is open for
business;

         (ii) if that security is not listed on the New York Stock Exchange, a
day on which trades may be made on the Nasdaq National Market;

         (iii) if that security is not so listed on the New York Stock Exchange
and not quoted on the Nasdaq National Market, a day on which the principal U.S.
securities exchange on which the securities are listed is open for business; or

         (iv) if that security is not so listed on a U.S. securities exchange or
quoted on the Nasdaq National Market, any day other than a Saturday or Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

         "Trading Price" of a security on any date of determination means:

         (i) the closing sale price (or, if no closing sale price is reported,
the last reported sale price) of such security (regular way) on the New York
Stock Exchange on that date;

         (ii) if such security is not so listed on the New York Stock Exchange,
the closing sale price as reported on that date in the composite transactions
for the principal U.S. securities exchange on which such security is listed;

         (iii) if such security is not listed on the New York Stock Exchange or
any other U.S. national or regional securities exchange on that date, the
closing sale price as reported on that date by the Nasdaq National Market;

         (iv) if such security is not so listed on a U.S. national or regional
securities exchange or quoted on the Nasdaq National Market on that date, the
last price quoted by Interactive Data Corporation for that security on that date
or, if Interactive Data Corporation is not quoting such price, a similar
quotation service selected by the Company;

         (v) if such security is not so quoted, the average of the mid-point of
the last bid and ask prices for such security on that date from at least two
dealers recognized as market-makers for such security selected by the Company
for this purpose;

         (vi) if such security is not so quoted, the average of the last bid and
ask prices for such security on that date from a dealer engaged in the trading
of convertible securities selected by the Company for this purpose; or

         (vii) in the case of the ZYP-CODES, if no such bid and ask prices are
available, the Conversion Value of the ZYP-CODES on that date.

         "Transfer Certificate" has the meaning specified in Section 202(e)(1)
hereof.

         "Transfer Restricted Security" has the meaning specified in Section
202(e)(1) hereof.

         "Trigger Event" has the meaning specified in Section 303(d).

         "Trustee" has the meaning specified in the recitals.



                                       6
<PAGE>   10

         "Unrestricted Certificated Security" means a Certificated Security
which is not a Transfer Restricted Security.

         "Unrestricted Global Security" means a Global Security which is not a
Transfer Restricted Security.

         "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

         "ZYP-CODES" has the meaning specified in the recitals.

Section 103 Definition of Outstanding. The Original Indenture is hereby amended,
subject to Section 101 hereof and with respect to the ZYP-CODES only, by (a)
deleting "and" at the end of clause (iii) of the definition of the term
"Outstanding" in Section 101 of the Original Indenture, (b) inserting "and" at
the end of clause (iv) of the definition of the term "Outstanding" in Section
101 of the Original Indenture and (c) inserting the following as clause (v) of
the definition of the term "Outstanding" in Section 101 of the Original
Indenture:

         (v) ZYP-CODES that have been converted into Common Stock in accordance
with Article III hereof.

Section 104 Registration, Registration of Transfer and Exchange. The Original
Indenture is hereby amended, subject to Section 101 hereof and with respect to
the ZYP-CODES only, by replacing the seventh paragraph of Section 305 of the
Original Indenture with the following paragraph:

         The Company shall not be required (i) to issue, register the transfer
         of or exchange the ZYP-CODES during a period beginning at the opening
         of business 15 days before the day of the mailing of a notice of
         redemption of ZYP-CODES selected for redemption and ending at the close
         of business on the day of such mailing, (ii) to register the transfer
         of or exchange any ZYP-CODES so selected for redemption, in whole or in
         part, except the unredeemed portion of any Security being redeemed in
         part, or (iii) to exchange or register a transfer of any ZYP-CODES or
         portions thereof in respect of which a Change of Control Company Notice
         or Repurchase Notice has been delivered and not withdrawn by the Holder
         thereof (except, in the case of the purchase of a ZYP-CODES in part,
         the portion not to be purchased or which has been surrendered for
         conversion).

Section 105 Mutilated, Destroyed, Lost and Stolen Securities. The Original
Indenture is hereby amended, subject to Section 101 hereof and with respect to
the ZYP-CODES only, by replacing the third paragraph of Section 306 of the
Original Indenture with the following paragraph:

         If any such mutilated, destroyed, lost or stolen Security constitutes a
         ZYP-CODES that has or shall within 15 Business Days become due and
         payable, or shall within 15 Business Days be purchased by the Company
         on a Repurchase Date pursuant to Article V or purchased by the Company
         upon a Change of Control pursuant to Article V, the Company in its
         discretion may, instead of issuing a new Security, pay such Security.

Section 106 Cancellation. The Original Indenture is hereby amended, subject to
Section 101 hereof and with respect to the ZYP-CODES only, by inserting
"conversion," after "redemption," in the first sentence of Section 309 of the
Original Indenture.

Section 107 Redemption.

         (a) Section 1104 of the Original Indenture is hereby amended, subject
to Section 101 hereof and with respect to the ZYP-CODES only, by deleting the
period at the end of clause (6) of such second paragraph and inserting ", and"
in its place and inserting the following as clause (7) of such second paragraph:

         (7)  the Conversion Rate, the last date on which ZYP-CODES may be
              surrendered for conversion prior to redemption and the place where
              ZYP-CODES may be surrendered for conversion.



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<PAGE>   11

         (b) Article ELEVEN of the Original Indenture is hereby amended, subject
to Section 101 hereof and with respect to the ZYP-CODES only, by inserting the
following as Section 1108:

                  Section 1108 Conversion Arrangement on Call for Redemption. In
         connection with ZYP-CODES, the Company may arrange for the purchase and
         conversion of any ZYP-CODES called for redemption by an agreement with
         one or more investment bankers or other purchasers to purchase such
         ZYP-CODES by paying to a Paying Agent (other than the Company or any of
         its Affiliates) in trust for the Holders, on or before 11:00 a.m., New
         York City time on the Redemption Date, an amount that, together with
         any amounts deposited with such Paying Agent by the Company for the
         redemption of such ZYP-CODES, is not less than the Redemption Price of
         such ZYP-CODES. Notwithstanding anything to the contrary contained in
         this Article ELEVEN, the obligation of the Company to pay the
         Redemption Price of such ZYP-CODES, including interest, if any, shall
         be deemed to be satisfied and discharged to the extent such amount is
         so paid by such purchasers; provided, however, that nothing in this
         Section 1108 shall relieve the Company of its obligations to pay the
         Redemption Price on ZYP-CODES called for redemption. If such an
         agreement is entered into, any ZYP-CODES called for redemption and not
         surrendered for conversion by the Holders thereof prior to the relevant
         Redemption Date may, at the option of the Company upon written notice
         to the Trustee, be deemed, to the fullest extent permitted by law,
         acquired by such purchasers from such Holders and (notwithstanding
         anything to the contrary contained in Article ELEVEN) surrendered by
         such purchasers for conversion, all as of 11:00 a.m., New York City
         time on the Redemption Date, subject to payment of the above amount as
         aforesaid. The Paying Agent shall hold and pay to the Holders whose
         ZYP-CODES are selected for redemption any such amount paid to it for
         purchase in the same manner as it would money deposited with it by the
         Company for the redemption of ZYP-CODES. Without the Paying Agent's
         prior written consent, no arrangement between the Company and such
         purchasers for the purchase and conversion of any ZYP-CODES shall
         increase or otherwise affect any of the powers, duties,
         responsibilities or obligations of the Paying Agent as set forth in
         this Indenture, and the Company agrees to indemnify the Paying Agent
         from, and hold it harmless against, any loss, liability or expense
         arising out of or in connection with any such arrangement for the
         purchase and conversion of any ZYP-CODES between the Company and such
         purchasers, including, without limitation, the costs and expenses
         incurred by the Paying Agent in the defense of any claim or liability
         reasonably incurred without negligence or bad faith on its part arising
         out of or in connection with the exercise or performance of any of its
         powers, duties, responsibilities or obligations under this Indenture,
         in accordance with the indemnity provisions applicable to the Trustee
         set forth herein.

Section 108 Defaults and Remedies.

         (a) Section 501 of the Original Indenture is hereby amended, subject to
Section 101 hereof and with respect to the ZYP-CODES only, by deleting
subsections (1), (2), and (4) and inserting instead the following as new
subsections(1), (2) and (4) thereof:

                  (1) default in the payment of any Contingent Interest or
                  Liquidated Damages upon any ZYP-CODES, when it becomes due and
                  payable, and the continuance of any such default for a period
                  of 30 days; or

                  (2) default in the payment of the Principal Amount, the
                  Redemption Price, the Repurchase Price or the Change of
                  Control Repurchase Price of any ZYP-CODES when the same
                  becomes due and payable; or

                  (4) default in the performance, or breach, of any covenant or
                  warranty of the Company in this Indenture (other than a
                  covenant or warranty a default in whose performance or whose
                  breach is elsewhere in this Section specifically dealt with or
                  which has expressly been included in this Indenture solely for
                  the benefit of series of Securities other than the ZYP-CODES),
                  and continuance of such default or breach for a period of 60
                  days after there has been given, by registered or certified
                  mail, to the Company by the Trustee or to the Company and the
                  Trustee by the Holders of at least 25% in principal amount of
                  the outstanding ZYP-CODES a written notice specifying such
                  default or breach and


                                       8
<PAGE>   12

                  requiring it to be remedied and stating that such notice is a
                  "Notice of Default" hereunder; or

         (b) Section 501 of the Original Indenture is hereby amended, subject to
Section 101 hereof and with respect to the ZYP-CODES only, by (i) renumbering
clause (8) of Section 501 as clause (9) and (ii) inserting the following as new
clause (8) of such Section 501:

                  (8) The Company fails to convert any portion of the Principal
                  Amount of a ZYP-CODES following the exercise by the Holder of
                  such ZYP-CODES of the right to convert such ZYP-CODES into
                  Common Stock pursuant to and in accordance with Article III
                  hereof;

Section 109 Collection of Indebtedness and Suits for Enforcement by Trustee.
Section 503 of the Original Indenture is hereby amended, subject to Section 101
hereof and with respect to the ZYP-CODES only, by deleting subsections (1) and
(2) of the first paragraph, and inserting instead the following as new
subsections (1) and (2) thereof:

         (1)  default is made in the payment of any Contingent Interest or
Liquidated Damages upon any ZYP-CODES, when it becomes due and payable, and the
continuance of any such default for a period of 30 days, or

         (2) default is made in the payment of the Principal Amount, the
Redemption Price, the Repurchase Price or the Change of Control Repurchase Price
of any ZYP-CODES when the same becomes due and payable,

Section 110 Unconditional Right of Holders to Receive Principal, Premium and
Interest. Section 508 of the Original Indenture is hereby amended, subject to
Section 101 hereof and with respect to the ZYP-CODES only, by replacing that
Section with the following:

         SECTION 508 Rights of Holders to Receive Payment.

         Notwithstanding any other provision in this Indenture, the right of any
         Holder of ZYP-CODES to receive payment of the principal of and (subject
         to Section 307) interest on such ZYP-CODES on or after the respective
         due dates expressed in such ZYP-CODES (or in the case of redemption, to
         receive the Redemption Price on the Redemption Date, in the case of a
         Change of Control, to receive the Change of Control Repurchase Price on
         the Change of Control Repurchase Date or, in the case of a repurchase,
         the Optional Repurchase Price on the relevant Repurchase Date), or to
         institute suit for the enforcement of any such payment on or after such
         respective dates, is absolute and unconditional and shall not be
         impaired without the consent of the Holder.

Section 111 Supplemental Indentures Without Consent of Holders. Section 901 of
the Original Indenture is hereby amended, subject to Section 101 hereof and with
respect to the ZYP-CODES only, by deleting the text of clause (7) of Section 901
and replacing it with the word "RESERVED," by deleting clauses (9) and (10) of
Section 901 and by inserting the following paragraphs as clauses (9), (10) and
(11) of Section 901:

                  (9) to cure any ambiguity, to correct or supplement any
                  provision herein which may be inconsistent with any other
                  provision herein, or to make any other provisions with respect
                  to matters or questions arising under this Indenture which in
                  the good faith judgment of the Board of Directors and the
                  Trustee shall not adversely affect the interests of the
                  Holders of the ZYP-CODES in any material respect; or

                  (10) to modify, eliminate or add to the provisions of this
                  Indenture to such extent as shall be necessary to effect the
                  qualification of this Indenture under the Trust Indenture Act
                  or under any similar federal statute subsequently enacted, and
                  to add to this Indenture such other provisions as may be
                  expressly required under the Trust Indenture Act, provided
                  that such modification, elimination or addition does not in
                  the good faith judgment of the



                                       9
<PAGE>   13

                  Board of Directors and the Trustee adversely affect the
                  interests of the Holders in any material respect; or

                  (11) to make provision with respect to the registration under
                  the Securities Act of the ZYP-CODES and the Common Stock
                  issued upon conversion of the ZYP-CODES.

Section 112 Supplemental Indenture With Consent of Holders. Section 902 of the
Original Indenture is hereby amended, subject to Section 101 hereof and with
respect to the ZYP-CODES only, by deleting "or" at the end of clause (2) of
Section 902, by deleting the period and inserting "; or" at the end of clause
(3) of Section 902 and by inserting the following as clauses (4) and (5) of
Section 902:

                  (4) impair or adversely affect the right to convert any
                  ZYP-CODES as provided in Article III, or impair or adversely
                  affect the right of a Holder of ZYP-CODES to receive the
                  applicable Redemption Price set forth in Section 401 hereof or
                  the Repurchase Price pursuant to Section 501 hereof; or

                  (5) alter the manner of calculation or rate of accrual of any
                  Contingent Interest on any ZYP-CODES.

Section 113 Maintenance of Office or Agency. The Original Indenture is hereby
amended, subject to Section 101 hereof and with respect to the ZYP-CODES only,
by inserting "conversion or repurchase" after "payment" in the first sentence of
Section 1002 of the Original Indenture.

                                   ARTICLE II
                                  THE ZYP-CODES

Section 201 Designation of ZYP-CODES; Establishment of Form. There shall be a
series of Securities designated "Zero Yield Puttable Contingent Debt Securities
(ZYP-CODES(SM)) due 2021" (the "ZYP-CODES") of the Company, and the form thereof
shall be substantially as set forth in Annex A-1 or A-2 hereto, which is
incorporated into and shall be deemed a part of this Supplemental Indenture, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers of the Company executing such ZYP-CODES, as evidenced by their
execution of the ZYP-CODES. The Stated Maturity of the ZYP-CODES shall be March
13, 2021.

         ZYP-CODES offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Security, which shall
be deposited on behalf of the purchasers of the Securities represented thereby
with the Trustee, at its New York office, as custodian for the Depositary, and
registered in the name of the nominee of the Depository for credit to the
accounts of designated agents holding on behalf of Euroclear or CEDEL, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and CEDEL certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Security (except to the
extent of any beneficial owners thereof who acquired an interest therein during
the Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a Restricted Global Security bearing a Private Placement Legend, all as
contemplated by Section 2.06(b) hereof), and (ii) an Officers' Certificate from
the Company certifying to the effect that the Restricted Period applicable to
the Regulation S Temporary Global Security has expired. Following the
termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Security shall be exchanged for beneficial interests in one or
more Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global
Securities, the Trustee shall cancel the Regulation S Temporary Global Security.
The aggregate principal amount of the Regulation S Temporary Global Security and
the Regulation S Permanent Global Securities may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may




                                       10
<PAGE>   14

be, in connection with transfers of interest as hereinafter provided. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Cedel Bank" and "Customer Handbook" of CEDEL shall be applicable to transfers of
beneficial interests in the Regulation S Temporary Global Security and the
Regulation S Permanent Global Securities that are held by members of, or
Participants in, DTC through Euroclear or CEDEL.

         (a) Restricted Global Securities. All of the ZYP-CODES are initially
being offered and sold to Lehman, as initial purchaser ("Initial Purchaser")
pursuant to the Purchase Agreement, and offered and sold by Lehman to qualified
institutional buyers as defined in Rule 144A (collectively, "QIBs" or
individually a "QIB") in reliance on Rule 144A under the Securities Act or to
Non-U.S. Persons pursuant to Regulation S and shall be issued initially in the
form of one or more Restricted Global Securities or, in the case of sales
pursuant to Regulation S, a Regulation S Temporary Global Security, which shall
be deposited on behalf of the purchasers of the ZYP-CODES represented thereby
with the Trustee, at its Corporate Trust Office, as Security Custodian for the
depositary, The Depository Trust Company ("DTC") (such depositary, or any
successor thereto, being hereinafter referred to as the "Depositary"), and
registered in the name of its nominee, Cede & Co., duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
Principal Amount of a Restricted Global Security may from time to time be
increased or decreased by adjustments made on the records of the Security
Custodian as hereinafter provided, subject in each case to compliance with the
Applicable Procedures. Until sold pursuant to Rule 144, pursuant to an effective
registration statement under the Securities Act or pursuant to any other
available exemption (other than Rule 144A) from the registration requirements of
the Securities Act, the Company agrees that if it is not subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
furnish to all Holders of the Securities and prospective purchasers of same,
promptly upon their request, the information required to be delivered pursuant
to Rule 144(d)(4) of the rules and regulations promulgated under the Securities
Act.

         (b) Global Securities in General. Each Global Security shall represent
such of the outstanding ZYP-CODES as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding ZYP-CODES
from time to time endorsed thereon and that the aggregate amount of outstanding
ZYP-CODES represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
ZYP-CODES. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the Principal Amount of Outstanding ZYP-CODES
represented thereby shall be made by the Security Custodian in accordance with
the standing instructions and procedures existing between the Depositary and the
Security Custodian.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (A) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or (B)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
ZYP-CODES.

         (c) Certificated Securities. Certificated Securities shall be issued
only under the limited circumstances provided in Section 202(a)(1) hereof.

         The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Securities.

         The Company initially appoints the Trustee to act as Paying Agent,
Security Registrar and Conversion Agent with respect to the ZYP-CODES.



                                       11
<PAGE>   15

Section 202 Transfer and Exchange.

         (a) Transfer and Exchange of Global Securities.

                  (1) Certificated Securities shall be issued in exchange for
         interests in the Global Securities only if (x) the Depositary notifies
         the Company that it is unwilling or unable to continue as depositary
         for the Global Securities or if it at any time ceases to be a "clearing
         agency" registered under the Exchange Act if so required by applicable
         law or regulation and a successor depositary is not appointed by the
         Company within 90 days, or (y) an Event of Default has occurred and is
         continuing; provided that in no event shall the Regulation S Temporary
         Global Security be exchanged by the Company for Certificated Securities
         prior to (x) the expiration of the Restricted Period and (y) the
         receipt by the Security Registrar of any certificates required pursuant
         to Rule 903 under the Securities Act or an Opinion of Counsel to the
         effect that such certificates are not required pursuant to Rule 903. In
         either case, the Company shall execute, and the Trustee shall, upon
         receipt of a Company Order (which the Company agrees to deliver
         promptly), authenticate and deliver Certificated Securities in an
         aggregate Principal Amount equal to the Principal Amount of such Global
         Securities in exchange therefor. Only Restricted Certificated
         Securities shall be issued in exchange for beneficial interests in
         Restricted Global Securities, and only Unrestricted Certificated
         Securities shall be issued in exchange for beneficial interests in
         Unrestricted Global Securities. Certificated Securities issued in
         exchange for beneficial interests in Global Securities shall be
         registered in such names and shall be in such authorized denominations
         as the Depositary, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee. The Trustee
         shall deliver or cause to be delivered such Certificated Securities to
         the persons in whose names such Securities are so registered. Such
         exchange shall be effected in accordance with the Applicable
         Procedures. Nothing herein shall require the Trustee to communicate
         directly with beneficial owners, and the Trustee shall in connection
         with any transfers hereunder be entitled to rely on instructions
         received through the registered Holder.

                  (2) Notwithstanding any other provisions of this Indenture
         other than the provisions set forth in Section 202(a)(1) hereof, a
         Global Security may not be transferred as a whole except by the
         Depositary to a nominee of the Depositary or by a nominee of the
         Depositary to the Depositary or another nominee of the Depositary or by
         the Depositary or any such nominee to a successor Depositary or a
         nominee of such successor Depositary.

         (b) Transfer and Exchange of Certificated Securities. When Certificated
Securities are presented by a Holder to an office or agency of the Company
maintained pursuant to Section 1002 of the Original Indenture for such purpose
(a "Security Registrar") with a request:

                  (1) to register the transfer of the Certificated Securities to
         a person who will take delivery thereof in the form of Certificated
         Securities only; or

                  (2) to exchange such Certificated Securities for an equal
         Principal Amount of Certificated Securities of other authorized
         denominations,

         such Security Registrar shall register the transfer or make the
         exchange as requested; provided, however, that the Certificated
         Securities presented or surrendered for register of transfer or
         exchange:

                  (3) shall be duly endorsed or accompanied by a written
         instrument of transfer in accordance with the fifth paragraph of
         Section 305 of the Original Indenture; and

                  (4) in the case of a Restricted Certificated Security, such
         request shall be accompanied by the following additional information
         and documents, as applicable:

                           (A) if such Restricted Certificated Security is being
                  delivered to the Security Registrar by a Holder for
                  registration in the name of such Holder, without transfer, or
                  such Restricted Certificated Security is being transferred to
                  the Company or a Subsidiary of the Company, a




                                       12
<PAGE>   16

                  certification to that effect from such Holder (in
                  substantially the form set forth in the Transfer Certificate
                  required pursuant to Section 202(e)(1) hereof); or

                           (B) if such Restricted Certificated Security is being
                  transferred to a person the Holder reasonably believes is a
                  QIB in accordance with Rule 144A or pursuant to an effective
                  registration statement under the Securities Act, a
                  certification to that effect from such Holder and the
                  transferee (in substantially the form set forth in the
                  Transfer Certificate); or

                           (C) if such Restricted Certificated Security is being
                  transferred (i) pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, (ii) pursuant to an exemption from the registration
                  requirements of the Securities Act (other than pursuant to
                  Rule 144A or Rule 144) and as a result of which, in the case
                  of a Security transferred pursuant to this clause (ii), such
                  Security shall cease to be a "restricted security" within the
                  meaning of Rule 144, a certification to that effect from the
                  Holder or (iii) pursuant to an exemption from the registration
                  requirements of the Securities Act to a non-U.S. person in an
                  offshore transaction under Regulation S, a certification to
                  that effect from the transferor (in substantially the form set
                  forth in the Transfer Certificate), and, if the Company or
                  such Security Registrar so requests, a customary opinion of
                  counsel, certificates and other information reasonably
                  acceptable to the Company and such Security Registrar to the
                  effect that such transfer is in compliance with the Securities
                  Act.

         (c) Transfer of a Beneficial Interest in a Restricted Global Security
for a Beneficial Interest in an Unrestricted Global Security. Any person having
a beneficial interest in a Restricted Global Security may upon request, subject
to the Applicable Procedures, transfer such beneficial interest to a person who
is required or permitted to take delivery thereof in the form of an Unrestricted
Global Security; provided, however, that prior to the expiration of the
Restricted Period transfer of beneficial interests in the Regulation S Temporary
Global Security may not be made to a U.S. Person or for the account or benefit
of a U.S. Person (other than an Initial Purchaser); and, provided further, that
in no event shall Certificated Securities be issued upon the transfer or
exchange of beneficial interests in the Regulation S Temporary Global Security
prior to (x) the expiration of the Restricted Period and (y) the receipt by the
Security Registrar of any certificates required pursuant to Rule 903 under the
Securities Act. Upon receipt by the Trustee of written instructions or such
other form of instructions and the following additional information and
documents, in each case in such form as is customary for the Depositary, from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Restricted Global Security (all of which may be submitted by
facsimile or electronically):

                  (1) if such beneficial interest is being transferred pursuant
         to an effective registration statement under the Securities Act, a
         certification to that effect from the transferor (in substantially the
         form set forth in the Transfer Certificate); or

                  (2) if such beneficial interest is being transferred (i)
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144 or (ii) pursuant to an
         exemption from the registration requirements of the Securities Act
         (other than pursuant to Rule 144A or Rule 144) and as a result of
         which, in the case of a Security transferred pursuant to this
         sub-clause (ii), such Security shall cease to be a "restricted
         security" within the meaning of Rule 144, a certification to that
         effect from the transferor (in substantially the form set forth in the
         Transfer Certificate) and, if the Company or the Trustee so requests, a
         customary opinion of counsel, certificates and other information
         reasonably acceptable to the Company and the Trustee to the effect that
         such transfer is in compliance with the Securities Act,

         the Trustee, as a Security Registrar and Security Custodian, shall
         reduce or cause to be reduced the aggregate Principal Amount of the
         Restricted Global Security by the appropriate Principal Amount and
         shall increase or cause to be increased the aggregate Principal Amount
         of the Unrestricted Global Security by a like Principal Amount. Such
         transfer shall otherwise be effected in accordance with the Applicable
         Procedures. If no Unrestricted Global Security is then outstanding, the
         Company shall execute and the Trustee shall, upon receipt of a Company
         Order (which the Company agrees to deliver promptly), authenticate and
         deliver an Unrestricted Global Security.



                                       13
<PAGE>   17

         (d) Transfers of Certificated Securities for Beneficial Interest in
Global Securities. If Certificated Securities are issued in exchange for
beneficial interests in Global Securities and, thereafter, the events or
conditions specified in Section 202(a)(1) hereof which required such exchange
shall have ceased to exist, the Company shall mail notice to the Trustee and to
the Holders stating that Holders may exchange Certificated Securities for
interests in Global Securities by complying with the procedures set forth herein
and briefly describing such procedures and the events or circumstances requiring
that such notice be given. Thereafter, if Certificated Securities are presented
by a Holder to a Security Registrar with a request:

                  (1) to register the transfer of such Certificated Securities
         to a person who will take delivery thereof in the form of a beneficial
         interest in a Global Security, which request shall specify whether such
         Global Security will be a Restricted Global Security or an Unrestricted
         Global Security; or

                  (2) to exchange such Certificated Securities for an equal
         Principal Amount of beneficial interests in a Global Security, which
         beneficial interests will be owned by the Holder transferring such
         Certificated Securities (provided that in the case of such an exchange,
         Restricted Certificated Securities may be exchanged only for Restricted
         Global Securities and Unrestricted Certificated Securities may be
         exchanged only for Unrestricted Global Securities),

         the Security Registrar shall register the transfer or make the exchange
         as requested by canceling such Certificated Security and causing, or
         directing the Security Custodian to cause, the aggregate Principal
         Amount of the applicable Global Security to be increased accordingly
         and, if no such Global Security is then outstanding, the Company shall
         issue and the Trustee shall, upon receipt of a Company Order (which the
         Company agrees to deliver promptly), authenticate and deliver a new
         Global Security; provided, however, that the Certificated Securities
         presented or surrendered for registration of transfer or exchange:

                  (3) shall be duly endorsed or accompanied by a written
         instrument of transfer in accordance with the fifth paragraph of
         Section 305 of the Original Indenture;

                  (4) in the case of a Restricted Certificated Security to be
         transferred for a beneficial interest in an Unrestricted Global
         Security, such request shall be accompanied by the following additional
         information and documents, as applicable:

                           (A) if such Restricted Certificated Security is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certification to that effect from
                  such Holder (in substantially the form set forth in the
                  Transfer Certificate); or

                           (B) if such Restricted Certificated Security is being
                  transferred pursuant to (i) an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  or (ii) pursuant to an exemption from the registration
                  requirements of the Securities Act (other than pursuant to
                  Rule 144A or Rule 144) and as a result of which, in the case
                  of a Security transferred pursuant to this clause (ii), such
                  Security shall cease to be a "restricted security" within the
                  meaning of Rule 144, a certification to that effect from such
                  Holder, and, if the Company or the Security Registrar so
                  requests, a customary opinion of counsel, certificates and
                  other information reasonably acceptable to the Company and the
                  Trustee to the effect that such transfer is in compliance with
                  the Securities Act;

                  (5) in the case of a Restricted Certificated Security to be
         transferred or exchanged for a beneficial interest in a (i) Restricted
         Global Security or (ii) a Regulation S Global Security, such request
         shall be accompanied by a certification from such Holder and, in the
         case of clause (i), the transferee (in substantially the form set forth
         in the Transfer Certificate) to the effect that such Restricted
         Certificated Security is being transferred to (i) a person the Holder
         reasonably believes is a QIB (which, in the case of an exchange, shall
         be such Holder) in accordance with Rule 144A or (ii) a non-U.S. person
         in an offshore transaction under Regulation S; and



                                       14
<PAGE>   18

                  (6) in the case of an Unrestricted Certificated Security to be
         transferred or exchanged for a beneficial interest in an Unrestricted
         Global Security, such request need not be accompanied by any additional
         information or documents.

         (e) Legends.

                  (1) Except as permitted by the following paragraphs (2) and
         (3) of this Section 202(e), each Global Security and Certificated
         Security (and all Securities issued in exchange therefor or upon
         registration of transfer or replacement thereof and any Common Stock
         issuable upon conversion thereof) shall bear a legend in substantially
         the form called for by footnote 2 to Annex A-1 and A-2 hereto (each a
         "Transfer Restricted Security") for so long as such Security or Common
         Stock issuable upon conversion thereof is required by this Indenture to
         bear such legend. Each Transfer Restricted Security shall have attached
         thereto a certificate (a "Transfer Certificate") in substantially the
         form called for by footnote 6 to Annex A-1 and A-2 hereto.

                  (2) Upon any sale or transfer of a Transfer Restricted
         Security (x) pursuant to Rule 144, (y) pursuant to an effective
         registration statement under the Securities Act or (z) pursuant to any
         other available exemption (other than Rule 144A) from the registration
         requirements of the Securities Act and as a result of which, in the
         case of a Security transferred pursuant to this clause (z), such
         Security shall cease to be a "restricted security" within the meaning
         of Rule 144:

                           (A) in the case of any Restricted Certificated
                  Security, any Security Registrar shall permit the Holder
                  thereof to exchange such Restricted Certificated Security for
                  an Unrestricted Certificated Security, or (under the
                  circumstances described in Section 102(d) hereof) to transfer
                  such Restricted Certificated Security to a transferee who
                  shall take such Security in the form of a beneficial interest
                  in an Unrestricted Global Security, and in each case shall
                  rescind any restriction on the transfer of such Security;
                  provided, however, that the Holder of such Restricted
                  Certificated Security shall, in connection with such exchange
                  or transfer, comply with the other applicable provisions of
                  this Section 202; and

                           (B) in the case of any beneficial interest in a
                  Restricted Global Security, the Trustee shall permit the
                  beneficial owner thereof to transfer such beneficial interest
                  to a transferee who shall take such interest in the form of a
                  beneficial interest in an Unrestricted Global Security and
                  shall rescind any restriction on transfer of such beneficial
                  interest; provided, however, that such Unrestricted Global
                  Security shall continue to be subject to the provisions of
                  Section 202(a)(2) hereof; and provided further, however, that
                  the owner of such beneficial interest shall, in connection
                  with such transfer, comply with the other applicable
                  provisions of this Section 202.

                  (3) Upon the exchange, registration of transfer or replacement
         of Securities not bearing the legend described in paragraph (1) of this
         Section 202(e) above, the Company shall execute and the Trustee shall
         authenticate and deliver Securities that do not bear such legend and
         which do not have a Transfer Certificate attached thereto.

                  (4) The Company shall inform the Trustee of the effective date
         of any registration statement registering the resale of ZYP-CODES under
         the Securities Act. Pursuant to the Registration Rights Agreement, the
         Company is obligated to file a registration statement with the
         Securities and Exchange Commission and to cause it to become effective
         to register the resale by Holders of Transfer Restricted Securities,
         provided such Holders duly complete the Selling Securityholder Notice
         and Questionnaire, the form of which is attached as Annex B hereto.
         Upon the request of any Holder, the Trustee shall furnish such Holder
         with a copy of such Annex B for use by such Holder.

         (f) Transfers to the Company. Nothing in this Indenture or in the
Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries, which Securities shall thereupon be canceled in accordance
with Section 309 of the Original Indenture.




                                       15
<PAGE>   19

         (g) Notwithstanding anything in this Section 202 to the contrary, a
beneficial interest in the Regulation S Temporary Global Security may not be (1)
exchanged for a Certificated Security prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(B) under the Securities Act or (2)
transferred to a Person who takes delivery thereof in the form of a Certificated
Security prior to expiration of the Restricted Period or unless the transfer is
pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904 of Regulation S.

Section 203 Amount Limited. The aggregate principal amount of ZYP-CODES which
may be authenticated and delivered under this Supplemental Indenture shall be
limited to $650,000,000 in aggregate Principal Amount. The Company may, upon the
execution and delivery of this Supplemental Indenture or from time to time
thereafter, execute and deliver the ZYP-CODES to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver said ZYP-CODES upon a
Company Order and delivery of an Officers' Certificate as contemplated by
Section 301 of the Original Indenture.

Section 204 Interest.

         (a) Except as set forth in this Section 204, the ZYP-CODES shall not
bear interest. Liquidated Damages with respect to the ZYP-CODES shall accrue and
be payable in accordance with the provisions and in the amounts set forth in the
Section 3 of the Registration Rights Agreement. If any Liquidated Damages or
Contingent Interest becomes payable on the ZYP-CODES, the Interest Payment Dates
for the ZYP-CODES shall be March 1 and September 1 of each year, commencing
September 1, 2001, with interest payable in Dollars to Holders in whose names
the ZYP-CODES are registered at the close of business on the preceding February
15 and August 15, respectively, of each year (or, if such date is not a Business
Day, at the close of business on the immediately succeeding Business Day).

         (b) In addition, interest (the "Contingent Interest") will accrue on
each ZYP-CODES during any six-month period from March 1 to August 31 and from
September 1 to February 28 or February 29, as appropriate, commencing with the
six-month period beginning on September 1, 2001, if the average of the Trading
Prices of a ZYP-CODES for the five Trading Days ending on the second Business
Day (or, if the second Business Day is not a Trading Day, the last Trading Day)
prior to the first day of the applicable six-month period equals or exceeds 120%
of the Principal Amount of such ZYP-CODES. The rate of Contingent Interest, if
any, payable pursuant to this Section 204(b) in respect of any six-month period
shall be equal to the greater of (i) a per annum rate equal to 5.0% of the
Company's estimated per annum borrowing rate for senior non-convertible, fixed
rate Indebtedness with a Stated Maturity comparable to the ZYP-CODES and (ii)
0.33% per annum. Contingent Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months. The Company will determine its estimated
per annum borrowing rate for senior non-convertible, fixed rate Indebtedness
with a Maturity comparable to the ZYP-CODES on such basis as it, in good faith,
considers appropriate. Any such Contingent Interest shall be determined by the
Company and set forth in an Officers' Certificate delivered to the Trustee.
Contingent Interest, if any, shall be payable on the Interest Payment Dates as
specified in Section 204(a) above. Upon determination that Holders of the
ZYP-CODES are entitled to receive Contingent Interest pursuant to this
paragraph, which may become payable during any relevant six-month period, on or
prior to the first day of such six-month period, the Company shall publicly
announce such determination and publish it on the Company's Worldwide Web site.

         (c) Principal of and Liquidated Damages, if any, and Contingent
Interest, if any, on ZYP-CODES evidenced by a Global Security shall be payable
to the Depositary in immediately available funds. Principal on definitive
ZYP-CODES shall be payable at the office or agency of the Company maintained for
such purpose, initially the Corporate Trust Office of the Trustee. Liquidated
Damages, if any, and Contingent Interest, if any, on definitive ZYP-CODES will
be payable by (i) U.S. Dollar check drawn on a bank in The City of New York
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register, or (ii) upon application to the Security
Registrar not later than the relevant Regular Record Date by a Holder of an
aggregate principal amount of ZYP-CODES in excess of $5,000,000, wire transfer
in immediately available funds, which application shall remain in effect until
the Holder notifies, in writing, the Securities Registrar to the contrary.

Section 205 No Sinking Fund. No sinking fund will be provided with respect to
the ZYP-CODES.



                                       16
<PAGE>   20

Section 206 Discharge of Indenture; Defeasance. The ZYP-CODES shall not be
subject to the provisions of Section 401(1)(B)(ii) and (iii) or Article Thirteen
of the Original Indenture. In addition to the deposit of sufficient funds with
the Trustee, the Company may satisfy and discharge its obligations under the
Indenture with respect to the ZYP-CODES by depositing with the Paying Agent or
the Conversion Agent, if applicable, after the ZYP-CODES have become due and
payable at any redemption date, purchase date, change in control purchase date
or upon conversion, cash and shares of Common Stock sufficient to pay all of the
outstanding ZYP-CODES.

Section 207 Other Terms of ZYP-CODES. The other terms of the ZYP-CODES shall be
as expressly set forth in Articles III through VI hereof and Annex A hereto.

Section 208 Tax Treatment of ZYP-CODES. The Company agrees, and by acceptance of
a beneficial ownership interest in the ZYP-CODES each beneficial holder of
ZYP-CODES will be deemed to have agreed, for United States federal income tax
purposes (i) to treat the ZYP-CODES as indebtedness that is subject to Treas.
Reg. Sec. 1.1275-4 (the "Contingent Debt Regulations") and, for purposes of the
Contingent Debt Regulations, to treat the fair market value of any stock
beneficially received by a beneficial holder upon any conversion of the
ZYP-CODES as a contingent payment and (ii) to be bound by the Company's
determination of the "comparable yield" and "projected payment schedule," within
the meaning of the Contingent Debt Regulations, with respect to the ZYP-CODES.
For purposes of the foregoing, the Company's determination of the "comparable
yield" is 6.98% per annum, compounded semi-annually, and the Company's
determination of the "projected payment schedule" is as set forth in Exhibit A
attached hereto. A Holder of ZYP-CODES may also obtain the comparable yield and
projected payment schedule by submitting a written request for it to the Company
at the following address: Anadarko Petroleum Corporation, 17001 North Chase
Drive, Houston, Texas 77063, Attention: Treasurer or Assistant Treasurer.

Section 209 Regulation S Temporary Global Security Legend. The Regulation S
Temporary Global Security shall bear a legend in substantially the form set
forth in the first paragraph of Annex A-2.

Section 210 Ranking. The ZYP-CODES shall be general, unsecured, unsubordinated
obligations of the Company.

                                  ARTICLE III
                             CONVERSION OF ZYP-CODES

Section 301 Conversion Privilege.

         (a) Subject to and upon compliance with the provisions of this Article
III, a Holder of a ZYP-CODES shall have the right, at such Holder's option at
any time prior to the close of business on the second Business Day preceding the
date, if any, fixed for redemption, repurchase or Stated Maturity of such
ZYP-CODES, to convert all or any portion (if the Principal Amount of such
portion to be converted is $1,000 or an integral multiple of $1,000) of the
Principal Amount of such ZYP-CODES into shares of Common Stock at the Conversion
Price in effect on the date of conversion.

         (b) A ZYP-CODES in respect of which a Holder has delivered a Repurchase
Notice or Change of Control Company Notice exercising the option of such Holder
to require the Company to repurchase such ZYP-CODES, may be converted only if
such notice of exercise is withdrawn in accordance with the terms of this
Indenture. A Holder of ZYP-CODES is not entitled to any rights of a holder of
Common Stock until such Holder has converted its ZYP-CODES into Common Stock,
and only to the extent such ZYP-CODES are deemed to have been converted into
Common Stock pursuant to this Article III.

Section 302 Conversion Procedure; Conversion Price; Fractional Shares.

         (a) Each ZYP-CODES shall be convertible at the office of the Conversion
Agent into fully paid and nonassessable shares (calculated to the nearest
1/100th of a share) of Common Stock. The ZYP-CODES will be converted into shares
of Common Stock at the Conversion Price therefor. No payment or adjustment shall
be made in respect of dividends on the Common Stock or accrued interest on a
converted ZYP-CODES, except as described in Section 309 hereof. The Company
shall not issue any fraction of a share of Common Stock in connection with any
conversion of ZYP-CODES, but instead shall, subject to Section 303(h) hereof,
make a cash payment


                                       17
<PAGE>   21

(calculated to the nearest cent) equal to such fraction multiplied by the
Trading Price of the Common Stock on the last Trading Day prior to the date of
conversion.

         (b) Before any Holder of a ZYP-CODES shall be entitled to convert the
same into Common Stock, such Holder shall, in the case of ZYP-CODES evidenced by
a Global Security, comply with the procedures of the Depositary in effect at
that time, and in the case of ZYP-CODES evidenced by a Certificated Security,
surrender such ZYP-CODES, duly endorsed to the Company or in blank, at the
office of the Conversion Agent, and shall give written notice to the Company at
said office or place that such Holder elects to convert the same and shall state
in writing therein the Principal Amount of ZYP-CODES to be converted and the
name or names (with addresses) in which such Holder wishes the certificate or
certificates for Common Stock to be issued.

         Before any such conversion, a Holder also shall pay all funds required,
if any, relating to interest (including Liquidated Damages, if any, and
Contingent Interest, if any) on the ZYP-CODES, as provided in Section 309
hereof, and all taxes or duties, if any, as provided in Section 308 hereof.

         If more than one ZYP-CODES shall be surrendered for conversion at one
time by the same Holder, the number of full shares of Common Stock which shall
be deliverable upon conversion shall be computed on the basis of the aggregate
principal amount of the ZYP-CODES (or specified portions thereof to the extent
permitted thereby) so surrendered. Subject to the next succeeding sentence, the
Company will, as soon as practicable thereafter, issue and deliver at said
office or place to such Holder of a ZYP-CODES, or to such Holder's nominee or
nominees, certificates for the number of full shares of Common Stock to which
such Holder shall be entitled as aforesaid, together, subject to the last
sentence of Section 302(a) hereof, with cash in lieu of any fraction of a share
to which such Holder would otherwise be entitled. The Company shall not be
required to deliver certificates for shares of Common Stock while the stock
transfer books for such stock or the Security Register are duly closed for any
purpose, but certificates for shares of Common Stock shall be issued and
delivered as soon as practicable after the opening of such books or Security
Register, as the case may be.

         (c) A ZYP-CODES shall be deemed to have been converted as of the close
of business on the date of the surrender of such ZYP-CODES for conversion as
provided above, and the Person or Persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as the record
Holder or Holders of such Common Stock as of the close of business on such date.

         (d) In case any ZYP-CODES shall be surrendered for partial conversion,
the Company shall execute and the Trustee shall authenticate and deliver to or
upon the written order of the Holder of the ZYP-CODES so surrendered, without
charge to such Holder (subject to the provisions of Section 308 hereof), a new
ZYP-CODES or ZYP-CODES in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered ZYP-CODES.

Section 303 Adjustment of Conversion Price for Common Stock. The Conversion
Price shall be adjusted from time to time as follows:

         (a) If the Company shall, at any time or from time to time while any of
the ZYP-CODES are outstanding, pay a dividend or make a distribution in shares
of Common Stock to all holders of its outstanding shares of Common Stock, then
the Conversion Price in effect at the opening of business on the date following
the Record Date fixed for the determination of stockholders entitled to receive
such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction:

                  (1) of which the numerator shall be the number of shares of
         Common Stock outstanding at the close of business on the Record Date
         fixed for such determination; and

                  (2) of which the denominator shall be the sum of such number
         of shares and the total number of shares constituting such dividend or
         other distribution.

         Such reduction shall become effective immediately after the opening of
business on the day following the Record Date fixed for such determination. If
any dividend or distribution of the type described in this



                                       18
<PAGE>   22

Section 303(a) is declared but not so paid or made, the Conversion Price shall
again be adjusted to the Conversion Price which would then be in effect if such
dividend or distribution had not been declared.

         (b) If the Company shall, at any time or from time to time while any of
the ZYP-CODES are outstanding, subdivide its outstanding shares of Common Stock
into a greater number of shares of Common Stock, then the Conversion Price in
effect at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced, and conversely,
if the Company shall, at any time or from time to time while any of the
ZYP-CODES are outstanding, combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, then the Conversion Price in effect at
the opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased.

         Such reduction or increase, as the case may be, shall become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

         (c) If the Company shall, at any time or from time to time while any of
the ZYP-CODES are outstanding, issue rights or warrants (other than any rights
or warrants referred to in Section 303(d) hereof) to all holders of its shares
of Common Stock entitling them (for a period expiring within 60 days after the
Record Date for such issuance) to subscribe for or purchase shares of Common
Stock (or securities convertible into shares of Common Stock) at a price per
share (or having a conversion price per share) less than the Current Market
Price on the Business Day immediately preceding the date of the announcement of
such issuance (treating the conversion price per share of the securities
convertible into Common Stock as equal to (x) the sum of (i) the price for a
unit of the security convertible into Common Stock and (ii) any additional
consideration initially payable upon the conversion of such security into Common
Stock divided by (y) the number of shares of Common Stock initially underlying
such convertible security), then the Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect at the opening of business on the date after such date of announcement by
a fraction:

                  (1) of which the numerator shall be the number of shares of
         Common Stock outstanding on the close of business on the date of
         announcement, plus the number of shares or securities which the
         aggregate offering price of the total number of shares or securities so
         offered for subscription or purchase (or the aggregate conversion price
         of the convertible securities so offered) would purchase at such
         Current Market Price of the Common Stock; and

                  (2) of which the denominator shall be the number of shares of
         Common Stock outstanding at the close of business on the date of
         announcement, plus the total number of additional shares of Common
         Stock so offered for subscription or purchase (or into which the
         convertible securities so offered are convertible).

         Such adjustment shall become effective immediately after the opening of
business on the day following the date of announcement of such issuance. To the
extent that shares of Common Stock (or securities convertible into shares of
Common Stock) are not delivered pursuant to such rights or warrants, upon the
expiration or termination of such rights or warrants, the Conversion Price shall
be readjusted to the Conversion Price that would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of the delivery of only the number of shares of Common Stock (or
securities convertible into shares of Common Stock) actually delivered. If such
rights or warrants are not so issued, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if the date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Current Market Price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received for such rights or warrants, the value of such
consideration if other than cash, to be determined by the Board of Directors.

         (d) If the Company shall, at any time or from time to time while any of
the ZYP-CODES are outstanding, by dividend or otherwise, distribute to all
holders of its shares of Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
corporation and the Common Stock is not changed or exchanged), cash, shares of
its capital stock (other than any dividends or




                                       19
<PAGE>   23

distributions to which Section 303(a) hereof applies), evidences of its
Indebtedness or other assets, including securities, but excluding (i) any rights
or warrants referred to in Section 303(c) hereof, (ii) dividends or
distributions of stock, securities or other property or assets (including cash)
in connection with a reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance to which Section 304 hereof
applies and (iii) dividends and distributions paid exclusively in cash (such
capital stock, evidence of its indebtedness, cash, other assets or securities
being distributed hereinafter in this Section 303(d) called the "distributed
assets"), then, in each such case, subject to the third, fourth and fifth
succeeding paragraphs and the last paragraph of this Section 303(d), the
Conversion Price shall be reduced so that the same shall be equal to the price
determined by multiplying the Conversion Price in effect immediately prior to
the close of business on the Record Date with respect to such distribution by a
fraction:

                  (1) of which the numerator shall be the Current Market Price
         of the Common Stock, less the Fair Market Value (as determined by the
         Board of Directors) on such date of the portion of the distributed
         assets so distributed applicable to one share of Common Stock
         (determined on the basis of the number of shares of Common Stock
         outstanding on the Record Date)(determined as provided in Section
         303(g) hereof) on such date; and

                  (2) of which the denominator shall be such Current Market
         Price.

Such reduction shall become effective immediately prior to the opening of
business on the day following the Record Date for such distribution. If such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared.

         If the Board of Directors determines the Fair Market Value of any
distribution for purposes of this Section 303(d) by reference to the actual or
when issued trading market for any distributed assets comprising all or part of
such distribution, it must in doing so consider the prices in such market over
the same period (the "Reference Period") used in computing the Current Market
Price pursuant to Section 303(g) hereof to the extent possible, unless the Board
of Directors determines in good faith that determining the Fair Market Value
during the Reference Period would not be in the best interest of the Holders.

         If any such distribution consists of shares of capital stock of, or
similar equity interests in, one or more of the Company's Subsidiaries (a
"Spin-Off"), the Fair Market Value of the securities to be distributed shall
equal the average of Trading Prices of those securities for the five consecutive
Trading Days commencing on and including the sixth day of trading of those
securities after the effectiveness of the Spin-Off, and the Current Market Price
shall be measured for the same period. If, however, an underwritten initial
public offering of the securities in the Spin-Off occurs simultaneously with the
Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall
mean the initial public offering price of such securities and the Current Market
Price shall mean the Trading Price for the Common Stock on the same Trading Day.

         If the Rights Agreement expires or is terminated and, while any of the
ZYP-CODES remain Outstanding, the Company implements another shareholder rights
plan, such rights plan shall provide, subject to customary exceptions and
limitations, that in lieu of making an adjustment of the Conversion Price
pursuant to this Section 303(d) in respect of rights distributed under such
other shareholder rights plan, upon conversion of the ZYP-CODES the Holders will
receive, in addition to the Common Stock issuable upon such conversion, the
rights issued under such rights plan (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of
conversion). Any distribution of rights or warrants pursuant to a shareholder
rights plan complying with the requirements set forth in the immediately
preceding sentence of this paragraph shall not constitute a distribution of
rights or warrants for which an adjustment is to be made pursuant to this
Section 303(d).

         Rights or warrants distributed after the date of this Supplemental
Indenture by the Company to all holders of its shares of Common Stock entitling
such holders to subscribe for or purchase shares of the Company's capital stock
(either initially or under certain circumstances), which rights or warrants,
until the occurrence of a specified event or events ("Trigger Event"), (i) are
deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of shares
of Common Stock, shall be deemed not to have been distributed for purposes of
this Section 303(d) (and no adjustment to the Conversion Price under this



                                       20
<PAGE>   24

Section 303(d) will be required) until the occurrence of the earliest Trigger
Event. If such right or warrant is subject to subsequent events, upon the
occurrence of which such right or warrant shall become exercisable to purchase
different securities, distributed assets, evidences of indebtedness or other
assets, or entitle the holder to purchase a different number or amount of the
foregoing or to purchase any of the foregoing at a different purchase price,
then the occurrence of each such event shall be deemed to be the date of
issuance and record date with respect to a new right or warrant (and a
termination or expiration of the existing right or warrant without exercise by
the holder thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto, that resulted in
an adjustment to the Conversion Price under this Section 303(d):

              (1) in the case of any such rights or warrants which shall all
         have been redeemed or repurchased without exercise by any holders
         thereof, the Conversion Price shall be readjusted upon such final
         redemption or repurchase to give effect to such distribution or Trigger
         Event, as the case may be, as though it were a cash distribution, equal
         to the per share redemption or repurchase price received by a holder of
         shares of Common Stock with respect to such rights or warrants
         (assuming such holder had retained such rights or warrants), made to
         all holders of shares of Common Stock as of the date of such redemption
         or repurchase; and

              (2) in the case of such rights or warrants which shall have
         expired or been terminated without exercise, the Conversion Price shall
         be readjusted as if such rights and warrants had never been issued.

         For purposes of this Section 303(d) and Sections 303(a), 303(b) and
303(c) hereof, any dividend or distribution to which this Section 303(d) is
applicable that also includes (i) shares of Common Stock, (ii) a subdivision or
combination of shares of Common Stock to which Section 303(b) hereof applies or
(iii) rights or warrants to subscribe for or purchase shares of Common Stock to
which Section 303(c) hereof applies (or any combination thereof), shall be
deemed instead to be:

              (1) a dividend or distribution of the evidences of indebtedness,
         assets, shares of capital stock, rights or warrants, other than such
         shares of Common Stock, such subdivision or combination or such rights
         or warrants to which Sections 303(a), 303(b) and 303(c) hereof apply,
         respectively (and any Conversion Price reduction required by this
         Section 303(d) with respect to such dividend or distribution shall then
         be made), immediately followed by

              (2) a dividend or distribution of such shares of Common Stock,
         such subdivision or combination or such rights or warrants (and any
         further Conversion Price reduction required by Sections 303(a), 303(b)
         and 303(c) hereof with respect to such dividend or distribution shall
         then be made), except:

                      (A) the Record Date of such dividend or distribution shall
                  be substituted as (i) "the date fixed for the determination of
                  stockholders entitled to receive such dividend or other
                  distribution," "Record Date fixed for such determinations" and
                  "Record Date" within the meaning of Section 303(a) hereof,
                  (ii) "the day upon which such subdivision becomes effective"
                  and "the day upon which such combination becomes effective"
                  within the meaning of Section 303(b) hereof, and (iii) as "the
                  date fixed for the determination of stockholders entitled to
                  receive such rights or warrants," "the Record Date fixed for
                  the determination of the stockholders entitled to receive such
                  rights or warrants" and such "Record Date" within the meaning
                  of Section 303(c) hereof; and

                      (B) any shares of Common Stock included in such dividend
                  or distribution shall not be deemed "outstanding at the close
                  of business on the date fixed for such determination" within
                  the meaning of Section 303(a) hereof and any reduction or
                  increase in the number of shares of Common Stock resulting
                  from such subdivision or combination shall be disregarded in
                  connection with such dividend or distribution.

         If any distribution referred to in this Section 303(d) in which (1) the
Fair Market Value (as determined by the Board of Directors) of such distribution
applicable to one share of Common Stock (determined as provided above) equals or
exceeds the average of the Trading Prices of the Common



                                       21
<PAGE>   25

Stock over the 10 consecutive Trading Day period ending on the Record Date for
such distribution or (2) the average of the Trading Prices of the Common Stock
over the 10 consecutive Trading Day period ending on the Record Date for such
distribution exceeds the Fair Market Value of such distribution by less than
$1.00, then, in each such case, in lieu of an adjustment to the Conversion
Price, adequate provision shall be made so that each Holder shall have the right
to receive upon conversion of a ZYP-CODES, in addition to shares of Common
Stock, the kind and amount of such distribution such Holder would have received
had such Holder converted such ZYP-CODES immediately prior to the Record Date
for determining the shareholders entitled to receive the distribution.

         (e) If the Company shall, at any time or from time to time while any of
the ZYP-CODES are outstanding, by dividend or otherwise, distribute to all
holders of its shares of Common Stock, cash (excluding any cash that is
distributed upon a reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance to which Section 304 hereof
applies or as part of a distribution referred to in Section 303(d) hereof), in
an aggregate amount that, combined together with:

                  (1) the aggregate amount of any other such distributions to
         all holders of shares of Common Stock made exclusively in cash within
         the 12 months preceding the date of payment of such distribution, and
         in respect of which no adjustment pursuant to this Section 303(e) has
         been made; and

                  (2) the aggregate amount of any cash, plus the Fair Market
         Value (as determined by the Board of Directors) of consideration
         payable in respect of any tender offer (other than an odd-lot tender
         offer) by the Company or any of its Subsidiaries for all or any portion
         of the shares of Common Stock concluded within the 12 months preceding
         the date of such distribution, and in respect of which no adjustment
         pursuant to Section 303(f) hereof has been made;

         exceeds 10% of the product of the Current Market Price of the Common
         Stock on the Record Date with respect to such distribution, times the
         number of shares of Common Stock outstanding on such date, then, and in
         each such case, immediately after the close of business on such date,
         the Conversion Price shall be reduced so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to the close of business on such Record Date by a
         fraction:

                  (1) of which the numerator shall be equal to the Current
         Market Price on the Record Date, less an amount equal to the quotient
         of (x) the excess of such combined amount over such 10% and (y) the
         number of shares of Common Stock outstanding on the Record Date; and

                  (2) of which the denominator shall be equal to the Current
         Market Price on such date.

         However, if the then Fair Market Value (as so determined) of the
portion of cash and other securities, if any, so distributed applicable to one
share of Common Stock is equal to or greater than the Current Market Price on
the Record Date, in lieu of the foregoing adjustment, adequate provision shall
be made so that each Holder of a ZYP-CODES shall have the right to receive upon
conversion of a ZYP-CODES (or any portion thereof) the amount of cash in excess
of such 10% that such Holder would have received had such Holder converted such
ZYP-CODES (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price that would then be in effect if
such dividend or distribution had not been declared.

         (f) If a tender offer (other than an odd-lot tender offer) made by the
Company or any of its Subsidiaries for all or any portion of the shares of
Common Stock shall expire and such tender offer (as amended upon the expiration
thereof) shall require the payment to stockholders (based on the acceptance (up
to any maximum specified in the terms of the tender offer) of shares tendered)
of an aggregate consideration having a Fair Market Value (as determined by the
Board of Directors) that combined together with:

                  (1) the aggregate amount of the cash, plus the Fair Market
         Value (as determined by the Board of Directors), as of the expiration
         of such tender offer, of consideration payable in respect of any other
         tender offers (other than an odd-lot tender offer), by the Company or
         any of its Subsidiaries for all or any portion of the shares of Common
         Stock expiring within the 12 months preceding the expiration of such
         tender offer and in respect of which no adjustment pursuant to this
         Section 303(f) has been made; and



                                       22
<PAGE>   26

                  (2) the aggregate amount of any distributions to all holders
         of shares of Common Stock made exclusively in cash within 12 months
         preceding the expiration of such tender offer and in respect of which
         no adjustment pursuant to Section 303(e) hereof has been made;

         exceeds 10% of the product of the Current Market Price of the Common
         Stock as of the last time (the "Expiration Time") tenders could have
         been made pursuant to such tender offer (as it may be amended), times
         the number of shares of Common Stock outstanding (including any
         tendered shares) on the Expiration Time (such excess, the "Excess
         Amount"), then, and in each such case, immediately prior to the opening
         of business on the day after the date of the Expiration Time, the
         Conversion Price shall be adjusted so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to close of business on the date of the Expiration
         Time by a fraction:

                  (1) of which the numerator shall be the (x) the product of (i)
         the number of shares of Common Stock outstanding (including any
         tendered shares) at the Expiration Time and (ii) the Current Market
         Price of the Common Stock at the Expiration Time, less (y) the Excess
         Amount; and

                  (2) the denominator shall be the product of the number of
         shares of Common Stock outstanding (including any tendered shares) at
         the Expiration Time and the Current Market Price of the Common Stock at
         the Expiration Time.

         Such reduction (if any) shall become effective immediately prior to the
opening of business on the day following the Expiration Time. If the Company is
obligated to purchase shares pursuant to any such tender offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all or a portion of such purchases are rescinded, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such (or such portion of the) tender offer had not been made. If the application
of this Section 303(f) to any tender offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender offer under this
Section 303(f).

         (g) For purposes of this Section 303, the following terms shall have
the meanings indicated:

                  "Current Market Price" on any date means the average of the
daily Trading Prices per share of Common Stock for the 10 consecutive Trading
Days immediately prior to such date; provided, however, that if:

                  (1) the "ex" date (as hereinafter defined) for any event
         (other than the issuance or distribution requiring such computation)
         that requires an adjustment to the Conversion Price pursuant to Section
         303(a), (b), (c), (d), (e) or (f) hereof occurs during such 10
         consecutive Trading Days, the Trading Price for each Trading Day prior
         to the "ex" date for such other event shall be adjusted by dividing
         such Trading Price by the same fraction by which the Conversion Price
         is so required to be adjusted as a result of such other event;

                  (2) the "ex" date for any event (other than the issuance or
         distribution requiring such computation) that requires an adjustment to
         the Conversion Price pursuant to Section 303(a), (b), (c), (d), (e) or
         (f) hereof occurs on or after the "ex" date for the issuance or
         distribution requiring such computation and prior to the day in
         question, the Trading Price for each Trading Day on and after the "ex"
         date for such other event shall be adjusted by dividing such Trading
         Price by the reciprocal of the fraction by which the Conversion Price
         is so required to be adjusted as a result of such other event; and

                  (3) the "ex" date for the issuance or distribution requiring
         such computation is prior to the day in question, after taking into
         account any adjustment required pursuant to clause (1) or (2) of this
         proviso, the Trading Price for each Trading Day on or after such "ex"
         date shall be adjusted by adding thereto the amount of any cash and the
         Fair Market Value (as determined by the Board of Directors in a manner
         consistent with any determination of such value for purposes of Section
         303(d), (e) or (f) hereof) of the evidences of Indebtedness, shares of
         capital stock or assets being distributed applicable to one share of
         Common Stock as of the close of business on the day before such "ex"
         date.



                                       23
<PAGE>   27

                  For purposes of any computation under Section 303(f) hereof,
if the "ex" date for any event (other than the tender offer requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Section 303(a), (b), (c), (d), (e) or (f) hereof occurs on or after the
Expiration Time for the tender or exchange offer requiring such computation and
prior to the day in question, the Trading Price for each Trading Day on and
after the "ex" date for such other event shall be adjusted by dividing such
Trading Price by the reciprocal of the fraction by which the Conversion Price is
so required to be adjusted as a result of such other event. For purposes of this
paragraph, the term "ex" date, when used:

              (1) with respect to any issuance or distribution, means the first
         date on which the shares of Common Stock trade regular way on the
         relevant exchange or in the relevant market from which the Trading
         Price was obtained without the right to receive such issuance or
         distribution;

              (2) with respect to any subdivision or combination of shares of
         Common Stock, means the first date on which the shares of Common Stock
         trade regular way on such exchange or in such market after the time at
         which such subdivision or combination becomes effective; and

              (3) with respect to any tender or exchange offer, means the first
         date on which the shares of Common Stock trade regular way on such
         exchange or in such market after the Expiration Time of such offer.

                  Notwithstanding the foregoing, whenever successive adjustments
to the Conversion Price are called for pursuant to this Section 303, such
adjustments shall be made to the Current Market Price as may be necessary or
appropriate to effectuate the intent of this Section 303 and to avoid unjust or
inequitable results as determined in good faith by the Board of Directors.

                  "Fair Market Value" shall mean the amount which a willing
buyer would pay a willing seller in an arm's length transaction (as determined
by the Board of Directors, whose determination shall be conclusive).

                  "Record Date" shall mean, with respect to any dividend,
distribution or other transaction or event in which the holders of shares of
Common Stock have the right to receive any cash, securities or other property or
in which the shares of Common Stock (or other applicable security) is exchanged
for or converted into any combination of cash, securities or other property, the
date fixed for determination of stockholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

         (h) The Company shall be entitled to make such additional reductions in
the Conversion Price, in addition to those required by Sections 303(a), (b),
(c), (d), (e) and (f) hereof, as shall be necessary in order that any dividend
or distribution of Common Stock, any subdivision, reclassification or
combination of shares of Common Stock or any issuance of rights or warrants
referred to above shall not be taxable to the holders of Common Stock for United
States Federal income tax purposes.

         (i) To the extent permitted by applicable law, the Company may, from
time to time, reduce the Conversion Price by any amount for any period of time,
if such period is at least 20 days and the reduction is irrevocable during the
period. Whenever the Conversion Price is reduced pursuant to the preceding
sentence, the Company shall mail to the Trustee and each Holder at the address
of such Holder as it appears in the Security Register, at least 15 days prior to
the date the reduced Conversion Price takes effect, a notice of the reduction
stating the reduced Conversion Price and the period during which it will be in
effect.

         (j) In any case in which this Section 303 shall require that any
adjustment be made effective as of or retroactively immediately following a
Record Date, the Company may elect to defer (but only for five Trading Days
following the filing of the statement referred to in Section 305) issuing to the
Holder of any ZYP-CODES converted after such Record Date the shares of Common
Stock issuable upon such conversion over and above the shares of Common Stock
issuable upon such conversion on the basis of the Conversion Price prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.



                                       24
<PAGE>   28

         (k) All calculations under this Section 303 shall be made to the
nearest cent or one-hundredth of a share, with one-half cent and 0.005 of a
share, respectively, being rounded upward. Notwithstanding any other provision
of this Section 303, the Company shall not be required to make any adjustment of
the Conversion Price unless such adjustment would require an increase or
decrease of at least 1% of such price. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease of at least 1% in such price.
Any adjustments under this Section 303 shall be made successively whenever an
event requiring such an adjustment occurs.

         (l) If, at any time, as a result of an adjustment made pursuant to this
Section 303, the Holder of any ZYP-CODES thereafter surrendered for conversion
shall become entitled to receive any shares of stock of the Company other than
shares of Common Stock into which the ZYP-CODES originally were convertible, the
Conversion Price of such other shares so receivable upon conversion of any such
ZYP-CODES shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
Common Stock contained in subparagraphs (a) through (k) of this Section 303, and
the provision of Sections 301 and 302 hereof and of Sections 304 through 309
hereof with respect to the Common Stock shall apply on like or similar terms to
any such other shares and the determination of the Board of Directors as to any
such adjustment shall be conclusive.

         (m) No adjustment shall be made pursuant to this Section 303 (i) if the
effect thereof would be to reduce the Conversion Price below the par value (if
any) of the Common Stock or (ii) if the Holders of the ZYP-CODES may participate
in the transaction that would otherwise give rise to an adjustment pursuant to
this Section 303.

Section 304 Consolidation or Merger of the Company. If any of the following
events occurs, namely:

              (1) any reclassification or change of the outstanding Common Stock
         (other than a change in par value, or from par value to no par value,
         or from no par value to par value, or as a result of a subdivision or
         combination);

              (2) any merger, consolidation, statutory share exchange or
         combination of the Company with another corporation as a result of
         which holders of Common Stock shall be entitled to receive stock,
         securities or other property or assets (including cash) with respect to
         or in exchange for such Common Stock; or

              (3) any sale or conveyance of the properties and assets of the
         Company as, or substantially as, an entirety to any other corporation
         as a result of which holders of Common Stock shall be entitled to
         receive stock, securities or other property or assets (including cash)
         with respect to or in exchange for such Common Stock;

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the Trust Indenture Act as in force at the date of execution of such
supplemental indenture, if such supplemental indenture is then required to so
comply) providing that such ZYP-CODES shall be convertible into the kind and
amount of shares of stock and other securities or property or assets (including
cash) which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such ZYP-CODES been converted into Common
Stock immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder
of Common Stock did not exercise its rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon such merger,
consolidation, statutory share exchange, sale or conveyance (provided, that if
the kind or amount of securities, cash or other property receivable upon such
merger, consolidation, statutory share exchange, sale or conveyance is not the
same for each share of Common Stock in respect of which such rights of election
shall not have been exercised ("non-electing share"), then for the purposes of
this Section 304, the kind and amount of securities, cash or other property
receivable upon such merger, consolidation, statutory share exchange, sale or
conveyance for each non-electing share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
III. If, in the case of any such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance, the
stock or other securities and



                                       25
<PAGE>   29

assets receivable thereupon by a holder of Common Stock includes shares of stock
or other securities and assets of a corporation other than the successor or
purchasing corporation, as the case may be, in such reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the Holders of the ZYP-CODES as the Board of Directors shall
reasonably consider necessary by reason of the foregoing, including to the
extent practicable the provisions providing for the Repurchase Rights set forth
in Article V hereof. Notwithstanding anything to the contrary in this
Supplemental Indenture or in the Original Indenture, a supplemental indenture
may be entered into in accordance with this Section 304 with the approval or
consent of the Holders of ZYP-CODES.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the Security Register, within 20 days after execution thereof.
Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture.

         The above provisions of this Section 304 shall similarly apply to
successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

         If this Section 304 applies to any event or occurrence, Section 303
shall not apply.

Section 305 Notice of Adjustment. Whenever an adjustment in the Conversion Price
with respect to the ZYP-CODES is required:

              (1) the Company shall forthwith place on file with the Trustee and
         any Conversion Agent for such securities a certificate of the Treasurer
         of the Company, stating the adjusted Conversion Price determined as
         provided herein and setting forth in reasonable detail such facts as
         shall be necessary to show the reason for and the manner of computing
         such adjustment; and

              (2) a notice stating that the Conversion Price has been adjusted
         and setting forth the adjusted Conversion Price shall forthwith be
         given by the Company or, at the Company's request, by the Trustee in
         the name and at the expense of the Company, to each Holder in the
         manner provided in Section 106 of the Original Indenture. Any notice so
         given shall be conclusively presumed to have been duly given, whether
         or not the Holder receives such notice.

Section 306 Notice in Certain Events. In case:

              (1) of a consolidation or merger to which the Company is a party
         and for which approval of any stockholders of the Company is required,
         or of the sale or conveyance to another Person or entity or group of
         Persons or entities acting in concert as a partnership, limited
         partnership, syndicate or other group (within the meaning of Rule 13d-3
         under the Securities Exchange Act of 1934, as amended) of all or
         substantially all of the property and assets of the Company; or

              (2) of the voluntary or involuntary dissolution, liquidation or
         winding up of the Company; or

              (3) of any action triggering an adjustment of the Conversion Price
         referred to in clauses (x) or (y) below;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent, and shall cause to be given, to the Holders of the ZYP-CODES
in the manner provided in Section 106 of the Indenture, at least 20 days prior
to the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of any distribution or grant of
rights or warrants triggering an adjustment to the Conversion Price pursuant to
this Article III, or, if a record is not to be taken, the date as of which the
holders of record of Common Stock entitled to such distribution, rights or
warrants are to be determined, or (y) the date on which any reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
triggering an adjustment to the Conversion Price pursuant to this Article III is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for



                                       26
<PAGE>   30

securities or other property deliverable upon such reclassification,
consolidation, merger sale, conveyance, dissolution, liquidation or winding up.

         Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (1), (2) or (3) of
this Section 306.

Section 307 Company To Reserve Stock: Registration; Listing.

         (a) The Company shall, in accordance with the laws of the State of
Delaware, at all times reserve and keep available, free from preemptive rights,
out of its authorized but unissued shares of Common Stock, for the purpose of
effecting the conversion of the ZYP-CODES, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all ZYP-CODES then Outstanding into such Common Stock at any time
(assuming that, at the time of the computation of such number of shares or
securities, all such ZYP-CODES would be held by a single Holder); provided,
however, that nothing contained herein shall preclude the Company from
satisfying its obligations in respect of the conversion of the ZYP-CODES by
delivery of purchased shares of Common Stock which are then held in the treasury
of the Company. The Company covenants that all shares of Common Stock which may
be issued upon conversion of ZYP-CODES will upon issue be fully paid and
nonassessable and free from all liens and charges and, except as provided in
Section 308 hereof, taxes with respect to the issue thereof.

         (b) If any shares of Common Stock which would be issuable upon
conversion of ZYP-CODES hereunder require registration with or approval of any
governmental authority before such shares or securities may be issued upon such
conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company further covenants that so long as the Common
Stock shall be listed on the New York Stock Exchange, the Company will, if
permitted by the rules of such exchange, list and keep listed all Common Stock
issuable upon conversion of the ZYP-CODES, and the Company will endeavor to list
the shares of Common Stock required to be delivered upon conversion of the
ZYP-CODES prior to such delivery upon any other national securities exchange
upon which the outstanding Common Stock is listed at the time of such delivery.

Section 308 Taxes on Conversion. The issue of stock certificates on conversion
of ZYP-CODES shall be made without charge to the converting Holder for any
documentary, stamp or similar issue or transfer taxes in respect of the issue
thereof, and the Company shall pay any and all documentary, stamp or similar
issue or transfer taxes that may be payable in respect of the issue or delivery
of shares of Common Stock on conversion of ZYP-CODES pursuant hereto. The
Company shall not, however, be required to pay any such tax which may be payable
in respect of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the ZYP-CODES which are not so converted in a
name other than that in which the ZYP-CODES so converted were registered, and no
such issue or delivery shall be made unless and until the Person requesting such
issue has paid to the Company the amount of such tax or has established to the
satisfaction of the Company that such tax has been paid.

Section 309 Conversion After Record Date. Except as provided below, if any
ZYP-CODES are surrendered for conversion on any day other than an Interest
Payment Date, the Holder of such ZYP-CODES shall not be entitled to receive any
interest that has accrued on such ZYP-CODES since the prior Interest Payment
Date. By delivery to the Holder of the number of shares of Common Stock or other
consideration issuable upon conversion in accordance with this Article III,
accrued and unpaid interest, if any, on such ZYP-CODES will be deemed to have
been paid in full.

         If any ZYP-CODES are surrendered for conversion subsequent to the
Regular Record Date preceding an Interest Payment Date but on or prior to such
Interest Payment Date (except ZYP-CODES called for redemption on a Redemption
Date between such Regular Record Date and Interest Payment Date), the Holder of
such ZYP-CODES at the close of business on such Regular Record Date shall be
entitled to receive the interest payable, if any, (including Liquidated Damages,
if any, and Contingent Interest, if any) on such ZYP-CODES on such Interest
Payment Date notwithstanding the conversion thereof. ZYP-CODES surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of ZYP-CODES which have been
called for




                                       27
<PAGE>   31

redemption on a Redemption Date within such period) be accompanied by payment in
New York Clearing House funds or other funds of an amount equal to the interest
payable, if any, (including Liquidated Damages, if any, and Contingent Interest,
if any) on such Interest Payment Date on the ZYP-CODES being surrendered for
conversion. Except as provided in this Section 309, no adjustments in respect of
payments of interest, if any, on ZYP-CODES surrendered for conversion or any
dividends or distributions or interest on the Common Stock issued upon
conversion shall be made upon the conversion of any ZYP-CODES.

Section 310 Company Determination Final. Any determination that the Company or
the Board of Directors must make pursuant to this Article III shall be
conclusive if made in good faith and in accordance with the provisions of this
Article III, absent manifest error, and set forth in a Board Resolution.

Section 311 Responsibility of Trustee for Conversion Provisions. The Trustee has
no duty to determine when an adjustment under this Article III should be made,
how it should be made or what it should be. The Trustee makes no representation
as to the validity or value of any securities or assets issued upon conversion
of ZYP-CODES. The Trustee shall not be responsible for any failure of the
Company to comply with this Article III. Each Conversion Agent other than the
Company shall have the same protection under this Section 311 as the Trustee.

         The rights, privileges, protections, immunities and benefits given to
the Trustee under the Indenture including, without limitation, its rights to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each Paying Agent or Conversion Agent acting
hereunder.

Section 312 Unconditional Right of Holders to Convert. Notwithstanding any other
provision in this Supplemental Indenture, the Holder of any ZYP-CODES shall have
the right, which is absolute and unconditional, to convert its ZYP-CODES in
accordance with this Article III and to bring an action for the enforcement of
any such right to convert, and such rights shall not be impaired or affected
without the consent of such Holder.

                                   ARTICLE IV
                             REDEMPTION OF ZYP-CODES

         Pursuant to Section 301(7) of the Original Indenture, so long as any of
the ZYP-CODES are outstanding, the following provisions shall be applicable to
the ZYP-CODES:

Section 401 Optional Redemption By the Company. At any time on or after March
13, 2006, and prior to their Stated Maturity, the ZYP-CODES may be redeemed at
the option of the Company, in whole or in part, upon notice as set forth in
Section 1104 of the Indenture (except that such notice shall be given to Holders
of ZYP-CODES not less than 30 nor more than 60 days prior to the Redemption
Date), at a Redemption Price equal to the principal amount of such ZYP-CODES,
plus any accrued and unpaid Liquidated Damages, if any, and Contingent Interest,
if any, thereon to the Redemption Date.

Section 402 Partial Redemption. Notwithstanding Section 1103 of the Original
Indenture, if less than all of the Outstanding ZYP-CODES are to be redeemed, the
Trustee shall select the particular ZYP-CODES to be redeemed on a pro rata basis
in Principal Amounts of $1,000 or integral multiples thereof. If a portion of a
Holder's ZYP-CODES is selected for a partial redemption and, prior to the close
of business on the second Business Day preceding the applicable Redemption Date
therefor, such Holder elects to convert a portion of such Holder's ZYP-CODES
into Common Stock, the portion so converted (or such lesser amount as
corresponds to such Holder's pro rata amount selected for redemption) shall be
deemed to constitute the portion of such Holder's ZYP-CODES so selected for
redemption.

Section 403 Applicability of Article. Redemption of the ZYP-CODES at the option
of the Company or otherwise, as permitted or required by any provision of the
ZYP-CODES or this Supplemental Indenture, shall be made in accordance with such
provision, Article Eleven of the Indenture and this Article IV.



                                       28
<PAGE>   32

                                   ARTICLE V
                REPURCHASE OF ZYP-CODES AT THE OPTION OF HOLDERS

Section 501 Repurchase Rights.

         (a) On March 13, 2002, March 13, 2004, March 13, 2006, March 13, 2011
and March 13, 2016, each Holder shall have the right (each, an "Optional
Repurchase Right"), at the Holder's option, to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's ZYP-CODES, or any portion of the Principal Amount thereof
that is equal to any integral multiple of $1,000 (provided, that no single
ZYP-CODES may be repurchased in part unless the portion of the Principal Amount
of such ZYP-CODES to be Outstanding after such repurchase is equal to an
integral multiple of $1,000), at a price equal to 100% of the Principal Amount
of the ZYP-CODES to be repurchased (the "Optional Repurchase Price"), plus
accrued and unpaid Liquidated Damages, if any, and Contingent Interest, if any,
to, but excluding, March 13, 2002, March 13, 2004, March 13, 2006, March 13,
2011 and March 13, 2016, as the case may be; provided, however, that
installments of interest, if any, including Liquidated Damages, if any, and
Contingent Interest, if any, on ZYP-CODES that are due and payable on March 13,
2002, March 13, 2004, March 13, 2006, March 13, 2011 or March 13, 2016, as the
case may be, shall be payable in cash to the Holders of such ZYP-CODES, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Regular Record Date according to their terms and the applicable
provisions of the Indenture.

         (b) If a Change of Control shall occur, each Holder shall have the
right (a "Change of Control Repurchase Right" and, together with the Optional
Repurchase Rights, each a "Repurchase Right"), at the Holder's option, but
subject to the provisions of Section 502 hereof, to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's ZYP-CODES not theretofore called for redemption, or any
portion of the Principal Amount thereof that is equal to any integral multiple
of $1,000 (provided, that no single ZYP-CODES may be repurchased in part unless
the portion of the Principal Amount of such ZYP-CODES to be Outstanding after
such repurchase is equal to an integral multiple of $1,000), on the date that is
no later than 35 Business Days after the date of the Company Notice given
pursuant to Section 502 hereof in connection with such Change of Control (the
"Change of Control Repurchase Date" and, together with March 13, 2002, March 13,
2004, March 13, 2006, March 13, 2011 and March 13, 2016, each a "Repurchase
Date") at a price equal to the 100% of the Principal Amount of the ZYP-CODES to
be repurchased (the "Change of Control Repurchase Price" and, together with the
"Optional Repurchase Price," each a "Repurchase Price"), plus accrued and unpaid
Liquidated Damages, if any, and Contingent Interest, if any, to, but excluding,
the Change of Control Repurchase Date; provided, however, that installments of
interest, if any, on ZYP-CODES that mature on or prior to the Change of Control
Repurchase Date shall be payable in cash to the Holders of such ZYP-CODES, or
one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Date according to their terms and the provisions
of Section 307 of the Indenture. The Change of Control Repurchase Right may not
be waived by the Board of Directors.

         (c) Whenever in the Original Indenture, this Supplemental Indenture or
Annex A attached hereto there is a reference, in any context, to the principal
of any ZYP-CODES as of any time, such reference shall be deemed to include
reference to the Repurchase Price payable in respect of such ZYP-CODES to the
extent that such Repurchase Price is, was or would be so payable at such time,
and with respect to the ZYP-CODES express mention of the Repurchase Price in any
provision of the Original Indenture or this Supplemental Indenture shall not be
construed as excluding the Repurchase Price in those provisions of the Original
Indenture or this Supplemental Indenture when such express mention is not made.

Section 502 Notices; Method of Exercising Repurchase Right; Etc.

         (a) In the case of an Optional Repurchase Right, 20 Business Days (or,
if with respect to ZYP-CODES put to the Company for purchase on March 13, 2002
the Company elects, in accordance with Section 503 hereof, to pay all or any
portion of the Optional Repurchase Price in shares of Common Stock, 30 Business
Days) prior to March 13, 2002, March 13, 2004, March 13, 2006, March 13, 2011 or
March 13, 2016, as the case may be, the Company, or, at the written request and
expense of the Company furnished not less than five Business Days prior to such
date, the Trustee, shall give to all Holders of ZYP-CODES notice, in the manner
provided in Section 106 of the Original Indenture, of the Optional Repurchase
Right (the "Optional Repurchase Company Notice"). In the case of a Change




                                       29
<PAGE>   33

of Control Repurchase Right, unless the Company shall have theretofore called
for redemption all of the Outstanding ZYP-CODES, on or prior to the 15th day
after the occurrence of a Change of Control, the Company, or, at the written
request and expense of the Company prior to or on the 15th day after such
occurrence, the Trustee, shall give to all Holders of ZYP-CODES notice, in the
manner provided in Section 106 of the Original Indenture, of the occurrence of
the Change of Control and of the Repurchase Right set forth herein arising as a
result thereof (the "Change of Control Company Notice" and, together with the
Optional Repurchase Company Notice, each a "Company Notice"). The Company shall
also deliver a copy of such Company Notice of a Repurchase Right to the Trustee.

              Each Company Notice of a Repurchase Right shall state:

                  (1) if with respect to a Change of Control Repurchase Right,
         briefly, the events causing a Change of Control and the date of such
         Change of Control;

                  (2) the applicable Repurchase Date;

                  (3) the date by which the Change of Control Repurchase Right
         or the Optional Repurchase Right must be exercised;

                  (4) the Repurchase Price and accrued and unpaid interest, if
         any;

                  (5) the name and address of the Paying Agent and the
         Conversion Agent;

                  (6) that ZYP-CODES as to which a Repurchase Notice has been
         given may be converted only if the applicable Repurchase Notice has
         been withdrawn in accordance with the terms of this Article V;

                  (7) the Conversion Price and any adjustments thereto, the date
         on which the right to convert the principal amount of the ZYP-CODES to
         be repurchased will terminate and the place where such ZYP-CODES may be
         surrendered for conversion;

                  (8) a description of the procedures which a Holder must follow
         to exercise its Repurchase Right and the procedures for withdrawing a
         Repurchase Notice;

                  (9) that ZYP-CODES must be surrendered to the Paying Agent to
         collect payment of the Repurchase Price;

                  (10) that the Repurchase Price for any ZYP-CODES as to which a
         Repurchase Notice has been given and not withdrawn will be paid
         promptly following the later of the Repurchase Date and the time of
         surrender of such ZYP-CODES as described in clause (9);

                  (11) that, unless the Company defaults in paying the
         Repurchase Price for ZYP-CODES for which a Repurchase Notice has been
         given and not withdrawn, Liquidated Damages, if any, and Contingent
         Interest, if any, on such ZYP-CODES will cease to accrue on the
         Repurchase Date;

                  (12) the CUSIP number(s) of the ZYP-CODES; and

                  (13) if, with respect to the Optional Repurchase Right that is
         exercisable on March 13, 2002, the Company has elected to pay the
         Repurchase Price (or a specified percentage thereof) with Common Stock,
         the Company Notice shall:

                           (A) state that each Holder will receive Common Stock
                  with a Market Price equal to approximately 111 percent of such
                  specified percentage of the Repurchase Price of the ZYP-CODES
                  held by such Holder (except any cash amount to be paid in lieu
                  of fractional shares);

                           (B) set forth the method of calculating the Market
                  Price of the Common Stock; and



                                       30
<PAGE>   34

                           (C) state that because the Market Price of the Common
                  Stock will be determined prior to the Repurchase Date, Holders
                  will bear the market risk with respect to the value of the
                  Common Stock to be received from the date such Market Price is
                  determined to the Repurchase Date. (As used herein, the term
                  Market Price means an amount calculated in the same manner as
                  Discounted Market Price, but without multiplying the
                  applicable average by 90 percent.)

         No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a Repurchase Right or affect
the validity of the proceedings for the repurchase of ZYP-CODES.

         If any of the foregoing provisions or other provisions of this Article
V are inconsistent with applicable law, such law shall govern.

         (b) To exercise its Optional Repurchase Right or Change of Control
Repurchase Right, as the case may be, a Holder shall:

                  (1) deliver to the Trustee, on or prior to the close of
         business on the third Business Day immediately preceding March 13,
         2002, March 13, 2004, March 13, 2006, March 13, 2011 or March 13, 2016,
         as the case may be, in the case of an Optional Repurchase Right, or on
         or prior to the close of business on the Business Day immediately
         preceding the Change of Control Repurchase Date, in the case of a
         Change of Control Repurchase Right, written notice ("Repurchase
         Notice") stating the certificate number, if any, of the ZYP-CODES which
         the Holder will deliver to be repurchased, the portion of the Principal
         Amount of the ZYP-CODES to be repurchased, which portion must be $1,000
         or an integral multiple of $1,000, and that such ZYP-CODES shall be
         repurchased as of the Repurchase Date pursuant to the terms and
         conditions specified in the ZYP-CODES and this Supplemental Indenture;

                  (2) deliver to the Paying Agent, prior to, on or after the
         Repurchase Date, the ZYP-CODES with respect to which the Repurchase
         Right is being exercised (together with all necessary endorsements) at
         the office of the Paying Agent, such delivery being a condition to
         receipt by the Holder of the Repurchase Price therefor; provided,
         however, that such Repurchase Price shall be so paid pursuant to this
         Section 502 only if the ZYP-CODES so delivered to the Paying Agent
         shall conform in all respects to the description thereof in the related
         Repurchase Notice; and

                  (3) if, with respect to the Optional Repurchase Right that is
         effective on March 13, 2002, the Company has elected to pay the
         applicable Repurchase Price (or any portion thereof) in shares of
         Common Stock, but the Repurchase Price is ultimately to be paid to the
         Holder entirely in cash because any of the conditions to payment of the
         Repurchase Price (or any portion thereof) in Common Stock set forth in
         the fourth paragraph of Section 505 are not satisfied prior to the
         close of business on March 13, 2002, advise the Company in the Holder's
         Repurchase Notice whether such Holder elects:

                           (A) to withdraw the Repurchase Notice as to some or
                  all of the ZYP-CODES to which it relates; or

                           (B) to receive cash in such event in respect of the
                  entire Repurchase Price for all ZYP-CODES or portions of
                  ZYP-CODES subject to such Repurchase Notice.

         If the Holder fails to indicate the Holder's choice with respect to the
         election described in this clause (3), the Holder shall be deemed to
         have elected to receive cash in respect of the entire Repurchase Price
         for all ZYP-CODES subject to such Holder's Repurchase Notice.

         (c) Notwithstanding anything herein to the contrary, any Holder
delivering a Repurchase Notice as contemplated by this Section 502 shall have
the right to withdraw such Repurchase Notice at any time prior to the close of
business on the applicable Repurchase Date by delivery to the Trustee of a
written notice of withdrawal stating the certificate number, if any, of the
ZYP-CODES in respect of which such notice of withdrawal is being



                                       31
<PAGE>   35

delivered, the principal amount of the ZYP-CODES with respect to which such
notice of withdrawal is being delivered, and the principal amount, if any, of
the ZYP-CODES which remains subject to the original Repurchase Notice and which
the Holder has, or will, deliver to be repurchased.

         The Trustee shall promptly notify the Company of the receipt by it of
any Repurchase Notice or written notice of withdrawal thereof.

Section 503 The Company's Right to Elect Manner of Payment of Repurchase Price.

         (a) The Repurchase Price of ZYP-CODES in respect of which a Repurchase
Notice in respect of an Optional Repurchase Right has been given will be paid by
the Company in cash, except that, with respect to an Optional Repurchase Right
the exercise of which is effective on March 13, 2002, the Repurchase Price of
ZYP-CODES in respect of such ZYP-CODES may, at the election of the Company in
its sole discretion, be paid by the Company with cash or Common Stock or in any
combination of cash and Common Stock, subject to the conditions set forth in
this Section 503 and in Section 505 hereof. With respect to the Optional
Repurchase Company Notice for the Optional Repurchase Right the exercise of
which is effective on March 13, 2002, the Company shall designate, in the
applicable Optional Repurchase Company Notice delivered pursuant to Section 502
hereof, whether the Company will purchase the ZYP-CODES for cash or Common
Stock, or, if a combination thereof, the percentages of the Repurchase Price of
ZYP-CODES in respect of which it will pay in cash and Common Stock; provided,
however, that the Company will pay cash for fractional interests in Common
Stock. For purposes of determining the existence of potential fractional
interests, all ZYP-CODES subject to purchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose ZYP-CODES are purchased pursuant to this Article V
in respect of such Optional Repurchase Right the exercise of which is effective
on March 13, 2002 shall receive the same percentage of cash or Common Stock in
payment of the Repurchase Price for such ZYP-CODES, except (i) as provided in
Section 505 with regard to the payment of cash in lieu of fractional Common
Stock and (ii) if the Company is unable to purchase the ZYP-CODES of a Holder or
Holders for Common Stock because any necessary qualifications or registrations
of the Common Stock under applicable state securities laws cannot be obtained,
the Company may purchase the ZYP-CODES of such Holder or Holders for cash. The
Company may not change its election with respect to the consideration (or
components or percentages of components thereof) to be paid once the Company has
given its Company Notice to Holders except pursuant to this Section 503 or
pursuant to Section 505 hereof in the event of a failure to satisfy, prior to
the close of business on the Repurchase Date, any condition to the payment of
the Repurchase Price, in whole or in part, in Common Stock.

         (b) Not less than five Business Days before the date the Company Notice
is furnished, the Company shall deliver an Officer's Certificate to the Trustee
specifying:

                  (1) the manner of payment selected by the Company;

                  (2) the information required by Section 502(a) hereof;

                  (3) if, with respect to the Optional Repurchase Right the
         exercise of which is effective on March 13, 2002, the Company elects to
         pay the Repurchase Price, or a specified percentage thereof, in Common
         Stock, that the conditions to such manner of payment set forth in
         Section 505 hereof have been or will be complied with; and

                  (4) whether the Company desires the Trustee to give the
         Company Notice required by Section 502(a) hereof.

Section 504 Purchase With Cash. On each Repurchase Date in respect of an
Optional Repurchase Right, at the option of the Company, the Repurchase Price of
ZYP-CODES in respect of which a Repurchase Notice pursuant to Section 502(b)
hereof has been given, or a specified percentage thereof (which shall not be
less than 10%), may be paid by the Company with cash equal to the aggregate
Repurchase Price of such ZYP-CODES. If the Company elects to purchase ZYP-CODES
with cash, the Company Notice, as provided in Section 502 hereof, shall be sent
to Holders (and to beneficial owners as required by applicable law) not less
than 20 Business Days prior to such Repurchase Date (the "Company Notice Date").



                                       32
<PAGE>   36

Section 505 Payment by Issuance of Common Stock. On each Repurchase Date in
respect of the Optional Repurchase Right the exercise of which is effective on
March 13, 2002, at the option of the Company, the Repurchase Price of ZYP-CODES
in respect of which a Repurchase Notice pursuant to Section 502(b) hereof has
been given, or a specified percentage thereof, may be paid by the Company by the
issuance to the Holder(s) of such ZYP-CODES of a number of shares of Common
Stock equal to the quotient obtained by dividing (a) the amount of cash to which
the Holder(s) would have been entitled had the Company elected to pay all or
such specified percentage, as the case may be, of the Repurchase Price of such
ZYP-CODES in cash by (ii) the "Discounted Market Price"(as defined below) of a
share of Common Stock, subject to the next succeeding paragraph.

         The Company will not issue any fractional shares of Common Stock in
payment of the Repurchase Price. Instead the Company will pay cash for the pro
rata value of the fractional share, which shall be calculated in accordance with
the next sentence of this paragraph. The pro rata value of a fraction of a share
of Common Stock shall be determined by multiplying the Discounted Market Price
by such fraction and rounding the product to the nearest whole cent with
one-half cent being rounded upwards. If a Holder elects to have more than one
ZYP-CODES repurchased, the number of shares of Common Stock shall be based on
the aggregate amount of ZYP-CODES to be repurchased.

         If, with respect to the Optional Repurchase Right, the exercise of
which is effective on March 13, 2002, the Company elects to purchase a
percentage of the ZYP-CODES pursuant to this Article V by the issuance of Common
Stock, the Company Notice, as provided in Section 502(b), shall be sent to the
Holders (and to beneficial owners as required by applicable law) not later than
30 Business Days prior to the Repurchase Date.

         The Company's right, with respect to the Optional Repurchase Right, the
exercise of which is effective on March 13, 2002, to exercise its election to
purchase a percentage of the ZYP-CODES pursuant to this Article V by issuing
shares of Common Stock shall be conditioned upon:

                  (1) the Company's not having given its Company Notice of an
         election to pay entirely in cash and its giving of timely Company
         Notice of election to purchase all or a specified percentage of the
         ZYP-CODES with Common Stock as provided herein;

                  (2) the registration of the Common Stock to be issued in
         respect of the payment of the Repurchase Price under the Securities Act
         or the Exchange Act, in each case, if required for the initial issuance
         thereof;

                  (3) any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration; and

                  (4) the receipt by the Trustee of an Officer's Certificate and
         an Opinion of Counsel each stating that (A) the terms of the issuance
         of the Common Stock are in conformity with this Indenture and (B) the
         shares of Common Stock to be issued by the Company in payment of a
         percentage of the Repurchase Price in respect of ZYP-CODES have been
         duly authorized and, when issued and delivered pursuant to the terms of
         this Indenture in payment of the Repurchase Price in respect of the
         ZYP-CODES, will be validly issued, fully paid and nonassessable and, to
         such counsel's knowledge, free from preemptive rights, and, in the case
         of such Officer's Certificate, stating that conditions (i), (ii) and
         (iii) above and the condition set forth in the second sentence of the
         immediately following paragraph have been satisfied and, in the case of
         such Opinion of Counsel, stating that conditions (ii) and (iii) above
         have been satisfied.

         Such Officer's Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 Principal Amount of ZYP-CODES, the
Sale Price of a share of Common Stock on each Trading Day during the period
commencing on the first Trading Day of the period during which the Discounted
Market Price is calculated and ending three Business Days prior to the
applicable Repurchase Date (if the third Business Day prior to the applicable
Repurchase Date is a Trading Day, or if not, then on the last Trading Day prior
to such third Business Day) and the cash to be paid for each $1,000 Principal
Amount of ZYP-CODES. With respect to the Optional Repurchase Right the exercise
of which is effective on March 13, 2002, the Company may pay the Repurchase
Price (or any portion thereof) in Common Stock only if the information necessary
to calculate the Discounted Market Price is published in The Wall Street Journal
or another daily newspaper of national circulation.




                                       33
<PAGE>   37

If the conditions set forth in this paragraph and the immediately preceding
paragraph are not satisfied with respect to a Holder or Holders prior to the
close of business on the Repurchase Date and the Company has elected to
repurchase the ZYP-CODES pursuant to this Article V through the issuance of
Common Stock, the Company shall pay, without further notice, the entire
Repurchase Price of the ZYP-CODES of such Holder or Holders in cash.

         The term "Discounted Market Price" as used in this Section 505 means 90
percent of the average of the volume weighted daily average Sale Prices (as
defined below) of the Common Stock for the 20 Trading Days ending on the
Business Day immediately prior to the applicable Repurchase Date (or, if such
Business Day immediately prior to the Repurchase Date is not a Trading Day, the
20 Trading Day period will end on the last Trading Day ending immediately prior
to the Business Day immediately preceding the Repurchase Date), appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during such 20 Trading Day period and ending on
such Repurchase Date, of any event described in Section 303.

         The term "Sale Price" of the Common Stock as used in this Section 505
on any date as used in this Section means the per share sale price on such date
as reported in the composite transactions during normal trading hours for the
principal United States securities exchange on which the Common Stock is listed
for trading or, if the Common Stock is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System or its successors.

Section 506 Covenants of the Company. All Common Stock delivered upon purchase
of the ZYP-CODES shall be newly issued shares or treasury shares, shall be duly
authorized, validly issued, fully paid and nonassessable and shall be free from
preemptive rights and free of any lien or adverse claim. The Company shall use
its reasonable efforts to list for trading or cause to have quoted any Common
Stock to be issued to purchase ZYP-CODES on the principal national securities
exchange or over-the-counter or other domestic market on which the Common Stock
is then listed for trading or quoted.

         If shares of Common Stock are delivered to repurchase ZYP-CODES or any
specified percentage thereof in accordance with this Article V, the delivery of
such shares of Common Stock (and cash in lieu of fractional shares) will
constitute satisfaction in full of our obligation to pay the ZYP-CODES (or the
specified percentage thereof) and any accrued and unpaid Liquidated Damages and
Contingent Interest associated therewith.

Section 507 Procedure Upon Repurchase. The Company shall deposit cash (in
respect of a cash purchase or for fractional shares of Common Stock, as
applicable), or a combination of Common Stock and cash, as applicable.

         (a) If a Repurchase Right shall be exercised in accordance with the
terms hereof, the Company shall, prior to 10:00 a.m. (local time in the City of
New York) on the Business Day following the Repurchase Date, deposit with the
Trustee or the Paying Agent an amount of cash sufficient to pay the aggregate
Repurchase Price, together with accrued and unpaid Liquidated Damages, if any,
and Contingent Interest, if any, to, but excluding, the Repurchase Date, of all
ZYP-CODES as to which the Repurchase Right has been exercised pursuant to this
Article V. Any repurchase by the Company contemplated pursuant to the provisions
of this Section 507 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Repurchase Date
and the time of delivery of the ZYP-CODES;

         (b) If any ZYP-CODES (or portion thereof) surrendered for repurchase
shall not be so paid in accordance with Section 507(a) hereof, the Principal
Amount of such ZYP-CODES (or portion thereof, as the case may be) shall not bear
interest (other than Liquidated Damages, if any, or Contingent Interest, if any)
from the later of the Repurchase Date and the time of delivery of the ZYP-CODES
at the rate specified in Section 204 hereof, but each such ZYP-CODES shall
remain convertible, subject to Article III hereof, into shares of Common Stock
until the Principal Amount of such ZYP-CODES (or portion thereof, as the case
may be) shall have been paid or duly provided for.

         (c) Any ZYP-CODES which is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new ZYP-CODES or ZYP-CODES, containing
identical terms




                                       34
<PAGE>   38

and conditions, each in an authorized denomination in aggregate Principal Amount
equal to and in exchange for the unrepurchased portion of the Principal Amount
of the ZYP-CODES so surrendered.

         (d) All ZYP-CODES delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 309 of the Original Indenture.

Section 508 Covenant to Comply With Securities Laws Upon Repurchase of
ZYP-CODES. When complying with the provisions of Section 502 hereof (provided,
that such offer or repurchase constitutes an "issuer tender offer" for purposes
of Rule 13e-4 under the Exchange Act (or any successor provision thereto)) at
the time of such offer or repurchase, the Company shall (i) comply with Rule
13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO
under the Exchange Act (or any successor schedule, form or report) and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Section 502 hereof to be exercised in the time and
in the manner specified in such Section 502.

Section 509 Repayment to the Company. The Trustee and the Paying Agent shall
return to the Company any cash or Common Stock that remains unclaimed, together
with interest or dividends, if any, thereon held by them for the payment of the
Repurchase Price; provided, however, that to the extent that the aggregate
amount of cash or Common Stock deposited by the Company pursuant to Section 507
exceeds the aggregate Repurchase Price of the ZYP-CODES or portions thereof
which the Company is obligated to repurchase, then, unless otherwise agreed in
writing with the Company, promptly after the Business Day following the
Repurchase Date the Trustee shall return any excess to the Company, together
with interest or dividends, if any, thereon. After that, Holders entitled to
cash or Common Stock must look to the Company for payment as general creditors,
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and the Paying Agent with respect to such cash or
Common Stock shall thereupon cease.

                                   ARTICLE VI
                                  MISCELLANEOUS

Section 601 Effective Date. This Supplemental Indenture shall be effective as of
the date first above written.

Section 602 Integral Part. This Supplemental Indenture constitutes an integral
part of the Indenture with respect to the ZYP-CODES only.

Section 603 General Definitions. For all purposes of this Supplemental
Indenture:

         (a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture; and

         (b) the terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture.

Section 604 Adoption, Ratification and Confirmation. The Indenture, as
supplemented and amended by this Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed, and, as provided in the Original
Indenture, this Supplemental Indenture shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided. The provisions of this
Supplemental Indenture shall, subject to the terms hereof, supersede the
provisions of the Original Indenture to the extent the Original Indenture is
inconsistent herewith.

Section 605 Trust Indenture Act Controls. If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by operation of TIA
Section 318(c), the imposed duties shall control.

Section 606 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE ZYP-CODES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



                                       35
<PAGE>   39

Section 607 Severability. In case any provision in this Supplemental Indenture
or in the ZYP-CODES shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall, to the fullest
extent permitted by applicable law, not in any way be affected or impaired
thereby.

Section 608 Counterpart Originals. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

Section 609 Successors. All agreements of the Company in this Supplemental
Indenture and the ZYP-CODES shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.

Section 610 Table of Contents, Headings, etc. The table of contents,
cross-reference table and headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of
the terms or provisions hereof.

Section 611 Benefit of Supplemental Indenture. Nothing in this Supplemental
Indenture, express or implied, shall give to any Person, other than the parties
hereto, any Security Registrar, any Paying Agent, any Conversion Agent and their
successors hereunder, and the Holders of the Securities, any benefit or any
legal or equitable right, remedy or claim under this Supplemental Indenture.

Section 612 Acceptance by Trustee. The Trustee accepts the amendments to the
Original Indenture effected by this Supplemental Indenture and agrees to execute
the trusts created by the Original Indenture as hereby amended, but only upon
the terms and conditions set forth in this Supplemental Indenture and the
Original Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained
herein, which shall be taken as the statements of the Company, and except as
provided in the Indenture, the Trustee shall not be responsible or accountable
in any way whatsoever for or with respect to the validity or execution or
sufficiency of this Supplemental Indenture and the Trustee makes no
representation with respect thereto. The Trustee shall not be accountable for
the use or application by the Company of the ZYP-CODES or of the proceeds
thereof.




                                       36
<PAGE>   40




         IN WITNESS WHEREOF, said ANADARKO PETROLEUM CORPORATION has caused this
Supplemental Indenture to be duly executed in its corporate name by its Chairman
of the Board, or its President or one of its Vice Presidents, and said THE BANK
OF NEW YORK has caused this Supplemental Indenture to be executed in its
corporate name by one of its Vice Presidents as of the day and year first
written above.

                                        ANADARKO PETROLEUM CORPORATION


                                        By: /s/ Albert L. Richey
                                            -----------------------------------
                                        Name: Albert L. Richey
                                             ----------------------------------
                                        Title: Vice President and Treasurer
                                              ---------------------------------


                                        THE BANK OF NEW YORK, AS TRUSTEE


                                        By: /s/ Barbara A. Bevelaqua
                                            -----------------------------------
                                        Name: Barbara A. Bevelaqua
                                              ---------------------------------
                                        Title: Vice President
                                              ---------------------------------





                                       37
<PAGE>   41



                                                                       ANNEX A-1

                           [FORM OF FACE OF SECURITY]

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.](1)

         [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS, AND
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE
OFFERED OR SOLD.

         [BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
OR (B) IT IS A NON-U.S. PERSON OUTSIDE THE UNITED STATES ACQUIRING THE SECURITY
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933; (2) AGREES
THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK
ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) TO A NON-U.S. PERSON OUTSIDE THE
UNITES STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933,
(D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OF 1933 (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH
CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY
EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE,
AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR
TRUSTEE, AS APPLICABLE) SUCH

--------

(1) These paragraphs should be included only if the Security is a Global
Security.



                               Annex A-1 - Page 1
<PAGE>   42

CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANADARKO MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF
TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED
HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT.](2)

----------
(2) [These paragraphs to be included only if the Security is a Transfer
Restricted Security.]




                               Annex A-1 - Page 2
<PAGE>   43

                         ANADARKO PETROLEUM CORPORATION

    ZERO YIELD PUTTABLE CONTINGENT DEBT SECURITIES (ZYP-CODES(SM)) DUE 2021

Issue Date:  March _____, 2001                   Stated Maturity: March 13, 2021
                                                 CUSIP No.:  032511AQO
Principal Amount:  $
                    ---------
No.:
      ----------

         ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the "Company,"
which term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _______________
or registered assigns, the principal sum of _________ DOLLARS ($_____________)
[or such greater or lesser amount as is indicated on the Schedule of Exchanges
on the other side of this Security](3) on March 13, 2021. The principal of this
Security shall not bear interest, except for Liquidated Damages, if any, and
Contingent Interest, if any. This Security is convertible, redeemable and
subject to purchase, in each case as specified on the other side of this
Security.

         Payment of the principal of and interest, if any, on this Security will
be made in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         Interest, if any, including Liquidated Damages, if any, and Contingent
Interest, if any, that may accrue and be payable will be paid semi-annually on
March 1 and September 1 of each year (each, an "Interest Payment Date"),
commencing September 1, 2001, until the principal hereof is paid or made
available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more predecessor
Security) is registered in the Security Register at the close of business on the
Regular Record Date for such interest, which shall be the February 15 or August
15, as the case may be, next preceding such Interest Payment Date.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or its successor as Trustee, or
its Authenticating Agent, by manual signature of an authorized signatory, this
Note will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
signed manually or by facsimile by an authorized officer.

Dated:
        -----------------

                                                 ANADARKO PETROLEUM CORPORATION


                                                 By:
                                                     --------------------------
                                                 Name:
                                                      -------------------------
                                                 Title:
                                                       ------------------------
ATTESTED:


-----------------------------------                        [SEAL]
Name:
      -----------------------------
Title:  Corporate Secretary


----------

(3) [This language to be included only if the Security is a Global Security.]




                               Annex A-1 - Page 3

<PAGE>   44


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK, as Trustee



                                          By:
                                             ----------------------------------
                                                   Authorized Signatory



                               Annex A-1 - Page 4

<PAGE>   45
                         [FORM OF REVERSE SIDE OF NOTE]

                         ANADARKO PETROLEUM CORPORATION

    ZERO YIELD PUTTABLE CONTINGENT DEBT SECURITIES (ZYP-CODES(SM)) DUE 2021

         SECTION 1. General. This Security is one of a duly authorized issue of
debt securities (the "Securities") of the Company (herein called the "Notes" or
"ZYP-CODES"), issued in one or more series under an Indenture, dated as of March
9, 2001, as supplemented by the First Supplemental Indenture, dated as of March
13, 2001 (including the First Supplemental Indenture, the "Indenture"), between
the Company and The Bank of New York, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the ZYP-CODES and of the terms upon which the
ZYP-CODES are, and are to be, authenticated and delivered. This Note is one of
the Securities of the series designated on the face hereof as "Zero Yield
Puttable Contingent Debt Securities (ZYP-CODES(SM)) due 2021" limited to $650.0
million in aggregate principal amount. The terms, conditions and provisions of
the ZYP-CODES are those stated in the Indenture, those made a part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended, and those
set forth in this Note. To the extent that the terms, conditions and other
provisions of this Note modify, supplement or are inconsistent with those of the
Indenture, then the terms, conditions and other provisions of the Indenture
shall govern. All terms used in this Note which are not defined herein and which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         SECTION 2. Interest and Payments. This Note will not bear interest
except as set forth below or in Section 2.04 of the Indenture. The ZYP-CODES
will bear Liquidated Damages as and to the extent specified in Section 3 of the
Registration Rights Agreement.

         Contingent Interest will accrue on this Note during any six-month
period from March 1 to August 31 and from September 1 to February 28 or February
29, as appropriate, commencing September 1, 2001, under the conditions specified
in the Indenture at a rate equal the greater of (i) a per annum rate equal to
5.0% of the Company's estimated per annum borrowing rate for senior
non-convertible, fixed rate Indebtedness with a Stated Maturity comparable to
this Note and (ii) 0.33% per annum.

         Liquidated Damages, if any, and Contingent Interest, if any, on this
Note will be payable on the Interest Payment Date or Interest Payment Dates as
specified on the face hereof and, in either case, at Stated Maturity. Except as
provided below, interest will be paid (i) if this Note is represented by one or
more Global Securities, to DTC in immediately available funds, (ii) if this Note
is represented by one or more Certificated Securities having an aggregate
principal amount at Stated Maturity of $5,000,000 or less by check mailed to the
Holders of such ZYP-CODES and (iii) if this Note is represented by one or more
certificated ZYP-CODES having an aggregate principal amount at Stated Maturity
of more than $5,000,000 by wire transfer in immediately available funds at the
election of the Holders of such ZYP-CODES. Principal will be paid (i) if this
ZYP-CODES is represented by one or more Global Securities, to DTC in immediately
available funds or (ii) if this Note is represented by one or more Certificated
Securities, at our office or agency in New York City, which initially will be
the office or agency of the Trustee in New York City.

         Contingent Interest on this Note that may be payable, if any, will be
computed and paid (i) for any full semi-annual period, on the basis of a 360-day
year of twelve 30-day months and (ii) for any period shorter than a full
semi-annual period for which interest is calculated, on the basis of a 30-day
month and, for such periods of less than a month, the actual number of days
elapsed over a 30-day month.

         Except as provided below, if any Note is surrendered for conversion on
any day other than an Interest Payment Date, the Holder of such Note shall not
be entitled to receive the Liquidated Damages, if any, and Contingent Interest,
if any, that has accrued on such Note since the prior Interest Payment Date. By
delivery to the Holder of the number of shares of Common Stock or other
consideration issuable upon conversion in accordance with Indenture, all accrued
and unpaid Liquidated Damages, if any, and Contingent Interest, if any, on such
Note shall be deemed to have been paid in full.

                               Annex A-1 - Page 5

<PAGE>   46

         If any ZYP-CODES is surrendered for conversion subsequent to the
Regular Record Date preceding an Interest Payment Date but on or prior to such
Interest Payment Date (except ZYP-CODES called for redemption on a Redemption
Date between such Regular Record Date and Interest Payment Date), the Holder of
such ZYP-CODES at the close of business on such Regular Record Date shall be
entitled to receive the interest payable, if any, on such ZYP-CODES on such
Interest Payment Date notwithstanding the conversion thereof. Any ZYP-CODES
surrendered for conversion during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date shall (except in the case of ZYP-CODES
which have been called for redemption on a Redemption Date within such period)
be accompanied by payment in New York Clearing House funds or other funds of an
amount equal to the interest, if any, payable on such Interest Payment Date on
the ZYP-CODES being surrendered for conversion. Except as provided in this
Section 2 or in the Indenture, no adjustments in respect of payments of
interest, including Liquidated Damages, if any, and Contingent Interest, if any,
on any Note surrendered for conversion or any dividends or distributions or
interest on the Common Stock issued upon conversion shall be made upon the
conversion of any ZYP-CODES.

         All percentages resulting from any calculation with respect to this
Note will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).

         If an Interest Payment Date or Stated Maturity for this ZYP-CODES, if
any, falls on a day that is not a Business Day, payment of principal and
interest, if any, to be made on such day with respect to this ZYP-CODES will be
made on the next day that is a Business Day with the same force and effect as if
made on the due date, and no additional interest will be payable on the date of
payment for the period from and after the due date as a result of such delayed
payment.

         Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof is to be given to Holders of Notes not
less than 10 calendar days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the ZYP-CODES may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

         SECTION 3. Ranking. The ZYP-CODES shall be general, unsecured,
unsubordinated obligations of the Company.

         SECTION 4. Redemption. This ZYP-CODES is subject to redemption at the
option of the Company at any time on or after March 13, 2006, in whole or from
time to time in part, in Principal Amount increments of $1,000 or an integral
multiple of $1,000 (provided that any remaining Principal Amount hereof shall be
an authorized denomination), at a Redemption Price equal to 100% of the
Principal Amount, plus accrued and unpaid Liquidated Damages, if any, and
Contingent Interest, if any, to, but excluding, the Redemption Date. However,
payments due with respect to this ZYP-CODES on or prior to the Redemption Date
will be payable to the Holder of this ZYP-CODES of record at the close of
business on the relevant Regular Record Date specified on the face hereof, all
as provided in the Indenture. The Company may exercise such option by causing
the Trustee to mail a notice of such redemption, not less than 30 but not more
than 60 calendar days prior to the date of redemption, in accordance with the
provisions of the Indenture. If this ZYP-CODES is redeemed in part only, this
ZYP-CODES will be cancelled and a new ZYP-CODES or ZYP-CODES representing the
unredeemed portion hereof will be issued in the name of the Holder hereof.

         SECTION 5. Conversion. Subject to compliance with the provisions of the
Indenture, a Holder is entitled, at such Holder's option, to convert the
Holder's ZYP-CODES (or any portion of the Principal Amount thereof that is
$1,000 or an integral multiple $1,000), into fully paid and nonassessable shares
of Common Stock at the Conversion Price in effect at the time of conversion.

                               Annex A-1 - Page 6
<PAGE>   47

         A ZYP-CODES in respect of which a Holder has delivered a Repurchase
Notice exercising the option of such Holder to require the Company to repurchase
such ZYP-CODES may be converted only if such notice of exercise is withdrawn in
accordance with the terms of the Indenture.

         The initial Conversion Price is $100.72, subject to adjustment in
certain events described in the Indenture. The Company from time to time may
voluntarily reduce the Conversion Price.

         To surrender a ZYP-CODES for conversion, a Holder must (i) complete and
manually sign the conversion notice below (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent, (ii)
surrender the ZYP-CODES to the Conversion Agent, (iii) furnish appropriate
endorsements and transfer documents and (iv) pay any transfer or similar tax, if
required.

         No fractional shares of Common Stock shall be issued upon conversion of
any ZYP-CODES. Instead of any fractional share of Common Stock that would
otherwise be issued upon conversion of such ZYP-CODES, the Company shall pay a
cash adjustment as provided in the Indenture.

         No payment or adjustment will be made for dividends on the shares of
Common Stock, except as provided in the Indenture.

         If the Company (i) is a party to a consolidation, merger or binding
share exchange (ii) reclassifies the Common Stock or (iii) conveys, transfers or
leases its properties and assets substantially as an entirety to any Person, the
right to convert a ZYP-CODES into shares of Common Stock may be changed into a
right to convert it into securities, cash or other assets of the Company or such
other Person.

         SECTION 6. Repurchase By the Company at the Option of the Holder.
Subject to the terms and conditions of the Indenture and at the option of the
Holder, on March 13, 2002, March 13, 2004, March 13, 2006, March 13, 2011 and
March 13, 2016, the Company shall become obligated to purchase all of such
Holder's ZYP-CODES, or any portion of the Principal Amount thereof that is equal
to any integral multiple of $1,000, at a Repurchase Price equal to 100% of the
Principal Amount of the ZYP-CODES to be repurchased, plus accrued and unpaid
Liquidated Damages, if any, and Contingent Interest, if any, to, but excluding,
March 13, 2002, March 13, 2004, March 13, 2006, March 13, 2011 or March 13,
2016, as the case may be. In addition, subject to the terms and conditions of
the Indenture and at the option of the Holder, following the occurrence of a
Change of Control, the Company shall become obligated to purchase all of such
Holder's ZYP-CODES, or any portion of the principal amount thereof that is equal
to any integral multiple of $1,000, on the date that is 35 Business Days after
the date of the Company Notice given in connection with such Change of Control
at a Repurchase Price equal to 100% of the principal amount of the ZYP-CODES to
be repurchased, plus accrued and unpaid Liquidated Damages, if any, and
Contingent Interest, if any, to, but excluding, the Change of Control Repurchase
Date.

         To exercise such Optional Repurchase Right or Change of Control
Repurchase Right, as the case may be, a Holder shall deliver to the Trustee a
Repurchase Notice containing the information set forth in the Indenture, at any
time on or prior to the close of business on the date that is 20 Business Days
prior to the applicable Repurchase Date, and shall deliver to the Paying Agent
the ZYP-CODES to be repurchased as set forth in the Indenture.

         Holders have the right to withdraw any Repurchase Notice by delivering
to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

         SECTION 7. Tax Treatment. The Company agrees, and by acceptance of a
beneficial ownership interest in the ZYP-CODES each beneficial holder of
ZYP-CODES will be deemed to have agreed, for United States federal income tax
purposes (i) to treat the ZYP-CODES as indebtedness that is subject to Treas.
Reg. Sec. 1.1275-4 (the "Contingent Debt Regulations") and, for purposes of the
Contingent Debt Regulations, to treat the fair market value of any stock
beneficially received by a beneficial holder upon any conversion of the
ZYP-CODES as a contingent payment and (ii) to be bound by the Company's
determination of the "comparable yield" and "projected payment schedule," within
the meaning of the Contingent Debt Regulations, with respect to the ZYP-CODES.
For purposes of the foregoing, the Company's determination of the "comparable
yield" is 6.98% per annum, compounded semi-annually, and the Company's
determination of the "projected payment schedule" is as set forth in


                               Annex A-1 - Page 7
<PAGE>   48

Exhibit A to the First Supplemental Indenture. A Holder of ZYP-CODES may also
obtain the comparable yield and projected payment schedule by submitting a
written request for it to the Company at the following address: Anadarko
Petroleum Corporation, 17001 North Chase Drive, Houston, Texas 77063, Attention:
Treasurer or Assistant Treasurer.

         SECTION 8. Paying Agent, Conversion Agent and Security Registrar.
Initially, The Bank of New York will act as Paying Agent, Conversion Agent and
Security Registrar. The Company may appoint and change any Paying Agent,
Conversion Agent or Security Registrar without notice, other than notice to the
Trustee; provided, that the Company will maintain at least one Paying Agent in
the State of New York, City of New York, Borough of Manhattan, which shall
initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent or Security Registrar.

         SECTION 9. Sinking Fund. This Note is not subject to a sinking fund.

         SECTION 10. Events of Default. If any Event of Default with respect to
ZYP-CODES shall occur and be continuing, the principal of all the ZYP-CODES may
be declared due and payable in the manner and with the effect provided in the
Indenture.

         SECTION 11. Modification or Waiver; Obligation of the Company Absolute.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the ZYP-CODES at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding ZYP-CODES. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Outstanding ZYP-CODES, on behalf of the Holders of all ZYP-CODES,
to waive, with respect to the ZYP-CODES, compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this ZYP-CODES
will be conclusive and binding upon such Holder and upon all future Holders of
this ZYP-CODES and of any ZYP-CODES issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this ZYP-CODES.

         No reference herein to the Indenture and no provision of this ZYP-CODES
or of the Indenture will alter or impair the obligations of the Company, which
are absolute and unconditional, to pay the principal of, and premium, if any,
and interest on this ZYP-CODES at the times, places and rates herein prescribed
and to convert this ZYP-CODES in accordance with the Indenture.

         SECTION 12. Discharge, Legal Defeasance and Covenant Defeasance. The
provisions contained in the Indenture relating to defeasance at any time of (a)
the entire indebtedness of the Company on this ZYP-CODES and (b) certain
restrictive covenants and the related Events of Default upon compliance by the
Company with certain conditions specified therein, will not apply to this
ZYP-CODES. The provisions contained in Section 401(1)(B)(ii) and (iii) of the
Indenture relating to discharge prior to Stated Maturity and redemption shall
not apply to the ZYP-CODES.

         SECTION 13. Authorized Denominations. The ZYP-CODES are issuable only
in global or certificated registered form, without coupons, in Principal Amount
denominations of $1,000 and integral multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein specified
and to the limitations described below, if applicable, the ZYP-CODES are
exchangeable for a like aggregate Principal Amount of ZYP-CODES with a like
Stated Maturity and with like terms and conditions of a different authorized
denomination, as requested by the Holder surrendering the same.

         SECTION 14. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, the transfer of this Note is registerable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for that purpose duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which will initially be the Trustee at
its principal corporate trust office located in the Borough of Manhattan, The
City of New York), duly executed by the Holder hereof or his


                               Annex A-1 - Page 8
<PAGE>   49

attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

         No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         SECTION 15. Owners. Prior to due presentment of this ZYP-CODES for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue and
notwithstanding any notation of ownership or other writing hereon, and none of
the Company, the Trustee or any such agent will be affected by notice to the
contrary.

         SECTION 16. No Recourse Against Others. No recourse under or upon any
obligation, covenant or agreement of or contained in the Indenture or of or
contained in any Security, or for any claim based thereon or otherwise in
respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company or
any successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the Indenture.

         SECTION 17. Indenture to Control; Governing Law. In the case of any
conflict between the provisions of this Security and the Indenture, the
provisions of the Indenture shall control.

         THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 18. Defined Terms. All terms used in this Note which are
defined in the Indenture will have the meanings assigned to them in the
Indenture unless otherwise defined herein; and all references in the Indenture
to "Security" or "Securities" will be deemed to include the ZYP-CODES.

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with right of survivorship and not as tenants
         in common
         UNIF GIFT MIN ACT - Uniform Gifts to Minors Act (State)

         Additional abbreviations may also be used though not in the above list.



                               Annex A-1 - Page 9

<PAGE>   50



                                CONVERSION NOTICE

         The undersigned Holder of this Note hereby irrevocably exercises the
option to convert this ZYP-CODES, or any portion of the principal amount hereof
(which is $1,000 in principal amount or an integral multiple of $1,000), below
designated, into shares of common stock, par value $0.10 per share (the "Common
Stock"), of Anadarko Petroleum Corporation, in accordance with the terms of the
Indenture referred to in this Note, and directs that such shares, together with
a check in payment for any fractional share and any Notes representing any
unconverted portion of the principal amount hereof, be issued and delivered to,
and be registered in the name of, the undersigned, unless a different name has
been indicated below. If shares of Common Stock or any portion of this Note not
converted are to be registered in the name of a Person other than the
undersigned, (a) the undersigned will pay all transfer taxes payable with
respect thereto and (b) the signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved signature guarantee program
pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

         To convert this ZYP-CODES into Common Stock of the Company, check the
box: [ ]

         To convert only part of this ZYP-CODES, state the Principal Amount to
be converted (must be $1,000 or a multiple of $1,000): $____________.

         If you want the stock certificate made out in another person's name,
fill in the form below:


--------------------------------------------------------------------------------
           (Insert other person's social security or tax I.D. number)


--------------------------------------------------------------------------------
            (Print or type other person's name, address and zip code)


Your Signature:                                           Date:
               -------------------------------                 -----------------
       (Sign exactly as your name appears on the other side of this Security)


*Signature guaranteed by:
                           -----------------------------------------------------

By:
   --------------------------

Dated:


----------

* The signature must be guaranteed by an institution which is a member of one of
the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.



                               Annex A-1 - Page 10
<PAGE>   51



                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

         (1) Pursuant to Article V of the First Supplemental Indenture, dated as
of March 13, 2001, to the Indenture, the undersigned hereby requests and
instructs the Company to repurchase this ZYP-CODES, or any portion of the
Principal Amount hereof (which is $1,000 in principal amount or an integral
multiple of $1,000), below designated, in accordance with the terms and
conditions specified in such Article V.

         (2) The undersigned hereby directs the Trustee or the Company to pay
the undersigned the Repurchase Price as provided in the Indenture.

         (3) The undersigned elects (check one):

         [ ]  to receive the Repurchase Price with respect to the following
              portions of the following ZYP-CODES:

              ZYP-CODES certificate number:
                                           ----------------------

              Principal amount to be repurchased (if less than all): $
                                                                      ----------

              Remaining principal amount after repurchase: $
                                                            ---------------

         [ ]  to receive the Repurchase Price with respect to the full principal
              amount of all of the ZYP-CODES that are subject to this notice.

Notice: If the Holder fails to make an election, the Holder shall be deemed to
have elected to receive the Repurchase Price for the full principal amount of
all of the ZYP-CODES subject to this notice.

Your Signature:                                             Date:
                ------------------------------------------       ---------------
      (Sign exactly as your name appears on the other side of this Security)


*Signature guaranteed by:
                         -------------------------------------------------------

By:
   ------------------------------------------

If only a portion of this Note is to be repurchased, please indicate:

1. Principal amount to be repurchased: $
                                        -------------

2. Remaining principal amount after repurchase: $
                                                 --------------

Social Security or Other Taxpayer Identification Number:
                                                        ------------------------


----------

* The signature must be guaranteed by an institution which is a member of one of
the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.


                              Annex A-1 - Page 11

<PAGE>   52


                      SCHEDULE OF EXCHANGES OF SECURITIES*

         The following exchanges, redemptions, repurchases or conversions of a
part of this Global Security have been made:

<TABLE>
<CAPTION>

                                                 AMOUNT OF DECREASE IN                   AMOUNT OF INCREASE
                                                  PRINCIPAL AMOUNT OF                  IN PRINCIPAL AMOUNT OF
          DATE OF TRANSACTION                    THIS GLOBAL SECURITY                    THE GLOBAL SECURITY
          -------------------                   ----------------------                 -----------------------
<S>                                              <C>                                   <C>



</TABLE>

----------

* This Schedule should be included only if the Security is a Global Security.



                               Annex A-1 - Page 12
<PAGE>   53



     CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER
                           OF RESTRICTED SECURITIES*

         Re:  Zero Yield Puttable Contingent Debt Securities (ZYP-CODES(SM))
              due 2021 (the "ZYP-CODES") of Anadarko Petroleum Corporation

         This certificate relates to $__________ Principal Amount of ZYP-CODES
owned in (check applicable box):

              book-entry or

              definitive form

by                             (the "Transferor").
   ----------------------------

         The Transferor has requested a Security Registrar or the Trustee to
exchange or register the transfer of such Securities.

         In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 102 of the First
Supplemental Indenture dated as of March 13, 2001 to the Indenture, dated as of
March 9, 2001 (as so amended and supplemented, the "Indenture"), between
Anadarko Petroleum Corporation and The Bank of New York, as Trustee.

         In connection with any transfer of any of the Securities evidenced by
this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its
terms:

CHECK ONE BOX BELOW

         (1)      to the Transferor in an exchange for an equal Principal Amount
                  of ZYP-CODES of other denominations as set forth in the
                  attached instruction; or

         (2)      to the Company; or

         (3)      pursuant to an effective registration statement under the
                  Securities Act of 1933; or

         (4)      inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (5)      outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

         (6)      pursuant to an exemption from the registration requirements of
                  the Securities Act of 1933 in accordance with Rule 144 under
                  the Securities Act of 1933, or pursuant to another available
                  exemption from the registration requirements of the Securities
                  Act of 1933 (other than pursuant to

----------

* This certificate should only be included if this Security is a Transfer
Restricted Security.




                               Annex A-1 - Page 13
<PAGE>   54

                  Rule 144A or Rule 144 under the Securities Act of 1933) as a
                  result of which such ZYP-CODES shall cease to be a restricted
                  security within the meaning of Rule 144.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (5) or (6) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                  ---------------------------------------------
                                  Signature

Signature Guarantee:

-------------------------------   ---------------------------------------------
Signature must be guaranteed      Signature

              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
ZYP-CODES for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date:
      -------------------------   ---------------------------------------------
                                  NOTICE: To be executed by an executive officer




                               Annex A-1 - Page 14

<PAGE>   55





                                                                       ANNEX A-2

            [FORM OF FACE OF REGULATION S TEMPORARY GLOBAL SECURITY]

         THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

         THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS, AND
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE
OFFERED OR SOLD.

         BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
OR (B) IT IS A NON-U.S. PERSON OUTSIDE THE UNITED STATES ACQUIRING THE SECURITY
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933; (2) AGREES
THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK
ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) TO A NON-U.S. PERSON OUTSIDE THE
UNITES STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933,
(D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OF 1933 (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH
CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY
EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT


                               Annex A-2 - Page 1
<PAGE>   56

THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF
THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR
TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS
APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANADARKO
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE
OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY
EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


                               Annex A-2 - Page 2
<PAGE>   57





                         ANADARKO PETROLEUM CORPORATION

    ZERO YIELD PUTTABLE CONTINGENT DEBT SECURITIES (ZYP-CODES(SM)) DUE 2021

Issue Date:  March _____, 2001                   Stated Maturity: March 13, 2021
                                                 CUSIP No.:
Principal Amount:  $                                        -------------------
                    -----------
No.:
    -----------

         ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the "Company,"
which term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to ________________
or registered assigns, the principal sum of _________ DOLLARS ($_____________)
[or such greater or lesser amount as is indicated on the Schedule of Exchanges
on the other side of this Security](4) on March 13, 2021. The principal of this
Security shall not bear interest, except for Liquidated Damages, if any, and
Contingent Interest, if any. This Security is convertible, redeemable and
subject to purchase, in each case, as specified on the other side of this
Security.

         Payment of the principal of and interest, if any, on this Security will
be made in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         Interest, if any, including Liquidated Damages, if any, and Contingent
Interest, if any, that may accrue and be payable will be paid semi-annually on
March 1 and September 1 of each year (each, an "Interest Payment Date"),
commencing September 1, 2001, until the principal hereof is paid or made
available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more predecessor
Security) is registered in the Security Register at the close of business on the
Regular Record Date for such interest, which shall be the February 15 or August
15, as the case may be, next preceding such Interest Payment Date.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or its successor as Trustee, or
its Authenticating Agent, by manual signature of an authorized signatory, this
Note will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
signed manually or by facsimile by an authorized officer.

Dated:
        ------------------------------------

                                                 ANADARKO PETROLEUM CORPORATION


                                                 By:
                                                    ----------------------------
                                                 Name:
                                                      --------------------------
                                                 Title:
                                                       -------------------------
ATTESTED:

-----------------------------                                  [SEAL]
Name:
      -----------------------
Title:  Corporate Secretary



----------
(4)  [This language to be included only if the Security is a Global Security.]



                               Annex A-2 - Page 3

<PAGE>   58



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                           THE BANK OF NEW YORK, as Trustee



                                           By:
                                              ---------------------------------
                                                    Authorized Signatory




                               Annex A-2 - Page 4
<PAGE>   59



                         [FORM OF REVERSE SIDE OF NOTE]

                         ANADARKO PETROLEUM CORPORATION

     ZERO YIELD PUTTABLE CONTINGENT DEBT SECURITIES (ZYP-CODES(SM)) DUE 2021

         SECTION 1. General. This Security is one of a duly authorized issue of
debt securities (the "Securities") of the Company (herein called the "Notes" or
"ZYP-CODES"), issued in one or more series under an Indenture, dated as of March
9, 2001, as supplemented by the First Supplemental Indenture, dated as of March
13, 2001 (including the First Supplemental Indenture, the "Indenture"), between
the Company and The Bank of New York, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the ZYP-CODES and of the terms upon which the
ZYP-CODES are, and are to be, authenticated and delivered. This Note is one of
the Securities of the series designated on the face hereof as "Zero Yield
Puttable Contingent Debt Securities (ZYP-CODES(SM)) due 2021" limited to $650.0
million in aggregate principal amount. The terms, conditions and provisions of
the ZYP-CODES are those stated in the Indenture, those made a part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended, and those
set forth in this Note. To the extent that the terms, conditions and other
provisions of this Note modify, supplement or are inconsistent with those of the
Indenture, then the terms, conditions and other provisions of the Indenture
shall govern. All terms used in this Note which are not defined herein and which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         SECTION 2. Interest and Payments. This Note will not bear interest
except as set forth below or in Section 2.04 of the Indenture. The ZYP-CODES
will bear Liquidated Damages as and to the extent specified in Section 3 of the
Registration Rights Agreement.

         Contingent Interest will accrue on this Note during any six-month
period from March 1 to August 31 and from September 1 to February 28 or February
29, as appropriate, commencing September 1, 2001, under the conditions specified
in the Indenture at a rate equal the greater of (i) a per annum rate equal to
5.0% of the Company's estimated per annum borrowing rate for senior
non-convertible, fixed rate Indebtedness with a Stated Maturity comparable to
this Note and (ii) 0.33% per annum.

         Liquidated Damages, if any, and Contingent Interest, if any, on this
Note will be payable on the Interest Payment Date or Interest Payment Dates as
specified on the face hereof and, in either case, at Stated Maturity. Except as
provided below, interest will be paid (i) if this Note is represented by one or
more Global Securities, to DTC in immediately available funds, (ii) if this Note
is represented by one or more Certificated Securities having an aggregate
principal amount at Stated Maturity of $5,000,000 or less by check mailed to the
Holders of such ZYP-CODES and (iii) if this Note is represented by one or more
certificated ZYP-CODES having an aggregate principal amount at Stated Maturity
of more than $5,000,000 by wire transfer in immediately available funds at the
election of the Holders of such ZYP-CODES. Principal will be paid (i) if this
ZYP-CODES is represented by one or more Global Securities, to DTC in immediately
available funds or (ii) if this Note is represented by one or more Certificated
Securities, at our office or agency in New York City, which initially will be
the office or agency of the Trustee in New York City.

         Contingent Interest on this Note that may be payable, if any, will be
computed and paid (i) for any full semi-annual period, on the basis of a 360-day
year of twelve 30-day months and (ii) for any period shorter than a full
semi-annual period for which interest is calculated, on the basis of a 30-day
month and, for such periods of less than a month, the actual number of days
elapsed over a 30-day month.

         Except as provided below, if any Note is surrendered for conversion on
any day other than an Interest Payment Date, the Holder of such Note shall not
be entitled to receive the Liquidated Damages, if any, and Contingent Interest,
if any, that has accrued on such Note since the prior Interest Payment Date. By
delivery to the Holder of the number of shares of Common Stock or other
consideration issuable upon conversion in accordance with Indenture, all accrued
and unpaid Liquidated Damages, if any, and Contingent Interest, if any, on such
Note shall be deemed to have been paid in full.


                               Annex A-2 - Page 5
<PAGE>   60

         If any ZYP-CODES is surrendered for conversion subsequent to the
Regular Record Date preceding an Interest Payment Date but on or prior to such
Interest Payment Date (except ZYP-CODES called for redemption on a Redemption
Date between such Regular Record Date and Interest Payment Date), the Holder of
such ZYP-CODES at the close of business on such Regular Record Date shall be
entitled to receive the interest payable, if any, on such ZYP-CODES on such
Interest Payment Date notwithstanding the conversion thereof. Any ZYP-CODES
surrendered for conversion during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date shall (except in the case of ZYP-CODES
which have been called for redemption on a Redemption Date within such period)
be accompanied by payment in New York Clearing House funds or other funds of an
amount equal to the interest, if any, payable on such Interest Payment Date on
the ZYP-CODES being surrendered for conversion. Except as provided in this
Section 2 or in the Indenture, no adjustments in respect of payments of
interest, including Liquidated Damages, if any, and Contingent Interest, if any,
on any Note surrendered for conversion or any dividends or distributions or
interest on the Common Stock issued upon conversion shall be made upon the
conversion of any ZYP-CODES.

         All percentages resulting from any calculation with respect to this
Note will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).

         If an Interest Payment Date or Stated Maturity for this ZYP-CODES, if
any, falls on a day that is not a Business Day, payment of principal and
interest, if any, to be made on such day with respect to this ZYP-CODES will be
made on the next day that is a Business Day with the same force and effect as if
made on the due date, and no additional interest will be payable on the date of
payment for the period from and after the due date as a result of such delayed
payment.

         Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof is to be given to Holders of Notes not
less than 10 calendar days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the ZYP-CODES may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

         SECTION 3. Ranking. The ZYP-CODES shall be general, unsecured,
unsubordinated obligations of the Company.

         SECTION 4. Redemption. This ZYP-CODES is subject to redemption at the
option of the Company at any time on or after March 13, 2006, in whole or from
time to time in part, in Principal Amount increments of $1,000 or an integral
multiple of $1,000 (provided that any remaining Principal Amount hereof shall be
an authorized denomination), at a Redemption Price equal to 100% of the
Principal Amount, plus accrued and unpaid Liquidated Damages, if any, and
Contingent Interest, if any, to, but excluding, the Redemption Date. However,
payments due with respect to this ZYP-CODES on or prior to the Redemption Date
will be payable to the Holder of this ZYP-CODES of record at the close of
business on the relevant Regular Record Date specified on the face hereof, all
as provided in the Indenture. The Company may exercise such option by causing
the Trustee to mail a notice of such redemption, not less than 30 but not more
than 60 calendar days prior to the date of redemption, in accordance with the
provisions of the Indenture. If this ZYP-CODES is redeemed in part only, this
ZYP-CODES will be cancelled and a new ZYP-CODES or ZYP-CODES representing the
unredeemed portion hereof will be issued in the name of the Holder hereof.

         SECTION 5. Conversion. Subject to compliance with the provisions of the
Indenture, a Holder is entitled, at such Holder's option, to convert the
Holder's ZYP-CODES (or any portion of the Principal Amount thereof that is
$1,000 or an integral multiple $1,000), into fully paid and nonassessable shares
of Common Stock at the Conversion Price in effect at the time of conversion.


                               Annex A-2 - Page 6
<PAGE>   61

         A ZYP-CODES in respect of which a Holder has delivered a Repurchase
Notice exercising the option of such Holder to require the Company to repurchase
such ZYP-CODES may be converted only if such notice of exercise is withdrawn in
accordance with the terms of the Indenture.

         The initial Conversion Price is $100.72, subject to adjustment in
certain events described in the Indenture. The Company from time to time may
voluntarily reduce the Conversion Price.

         To surrender a ZYP-CODES for conversion, a Holder must (i) complete and
manually sign the conversion notice below (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent, (ii)
surrender the ZYP-CODES to the Conversion Agent, (iii) furnish appropriate
endorsements and transfer documents and (iv) pay any transfer or similar tax, if
required.

         No fractional shares of Common Stock shall be issued upon conversion of
any ZYP-CODES. Instead of any fractional share of Common Stock that would
otherwise be issued upon conversion of such ZYP-CODES, the Company shall pay a
cash adjustment as provided in the Indenture.

         No payment or adjustment will be made for dividends on the shares of
Common Stock, except as provided in the Indenture.

         If the Company (i) is a party to a consolidation, merger or binding
share exchange (ii) reclassifies the Common Stock or (iii) conveys, transfers or
leases its properties and assets substantially as an entirety to any Person, the
right to convert a ZYP-CODES into shares of Common Stock may be changed into a
right to convert it into securities, cash or other assets of the Company or such
other Person.

         SECTION 6. Repurchase By the Company at the Option of the Holder.
Subject to the terms and conditions of the Indenture and at the option of the
Holder, on March 13, 2002, March 13, 2004, March 13, 2006, March 13, 2011 and
March 13, 2016, the Company shall become obligated to purchase all of such
Holder's ZYP-CODES, or any portion of the Principal Amount thereof that is equal
to any integral multiple of $1,000, at a Repurchase Price equal to 100% of the
Principal Amount of the ZYP-CODES to be repurchased, plus accrued and unpaid
Liquidated Damages, if any, and Contingent Interest, if any, to, but excluding,
March 13, 2002, March 13, 2004, March 13, 2006, March 13, 2011 or March 13,
2016, as the case may be. In addition, subject to the terms and conditions of
the Indenture and at the option of the Holder, following the occurrence of a
Change of Control, the Company shall become obligated to purchase all of such
Holder's ZYP-CODES, or any portion of the principal amount thereof that is equal
to any integral multiple of $1,000, on the date that is 35 Business Days after
the date of the Company Notice given in connection with such Change of Control
at a Repurchase Price equal to 100% of the principal amount of the ZYP-CODES to
be repurchased, plus accrued and unpaid Liquidated Damages, if any, and
Contingent Interest, if any, to, but excluding, the Change of Control Repurchase
Date.

         To exercise such Optional Repurchase Right or Change of Control
Repurchase Right, as the case may be, a Holder shall deliver to the Trustee a
Repurchase Notice containing the information set forth in the Indenture, at any
time on or prior to the close of business on the date that is 20 Business Days
prior to the applicable Repurchase Date, and shall deliver to the Paying Agent
the ZYP-CODES to be repurchased as set forth in the Indenture.

         Holders have the right to withdraw any Repurchase Notice by delivering
to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

         SECTION 7. Tax Treatment. The Company agrees, and by acceptance of a
beneficial ownership interest in the ZYP-CODES each beneficial holder of
ZYP-CODES will be deemed to have agreed, for United States federal income tax
purposes (i) to treat the ZYP-CODES as indebtedness that is subject to Treas.
Reg. Sec. 1.1275-4 (the "Contingent Debt Regulations") and, for purposes of the
Contingent Debt Regulations, to treat the fair market value of any stock
beneficially received by a beneficial holder upon any conversion of the
ZYP-CODES as a contingent payment and (ii) to be bound by the Company's
determination of the "comparable yield" and "projected payment schedule," within
the meaning of the Contingent Debt Regulations, with respect to the ZYP-CODES.
For purposes of the foregoing, the Company's determination of the "comparable
yield" is 6.98% per annum, compounded semi-annually, and the Company's
determination of the "projected payment schedule" is as set forth in


                               Annex A-2 - Page 7
<PAGE>   62

Exhibit A to the First Supplemental Indenture. A Holder of ZYP-CODES may also
obtain the comparable yield and projected payment schedule by submitting a
written request for it to the Company at the following address: Anadarko
Petroleum Corporation, 17001 North Chase Drive, Houston, Texas 77063, Attention:
Treasurer or Assistant Treasurer.

         SECTION 8. Paying Agent, Conversion Agent and Security Registrar.
Initially, The Bank of New York will act as Paying Agent, Conversion Agent and
Security Registrar. The Company may appoint and change any Paying Agent,
Conversion Agent or Security Registrar without notice, other than notice to the
Trustee; provided, that the Company will maintain at least one Paying Agent in
the State of New York, City of New York, Borough of Manhattan, which shall
initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent or Security Registrar.

         SECTION 9. Sinking Fund. This Note is not subject to a sinking fund.

         SECTION 10. Events of Default. If any Event of Default with respect to
ZYP-CODES shall occur and be continuing, the principal of all the ZYP-CODES may
be declared due and payable in the manner and with the effect provided in the
Indenture.

         SECTION 11. Modification or Waiver; Obligation of the Company Absolute.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the ZYP-CODES at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding ZYP-CODES. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Outstanding ZYP-CODES, on behalf of the Holders of all ZYP-CODES,
to waive, with respect to the ZYP-CODES, compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this ZYP-CODES
will be conclusive and binding upon such Holder and upon all future Holders of
this ZYP-CODES and of any ZYP-CODES issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this ZYP-CODES.

         No reference herein to the Indenture and no provision of this ZYP-CODES
or of the Indenture will alter or impair the obligations of the Company, which
are absolute and unconditional, to pay the principal of, and premium, if any,
and interest on this ZYP-CODES at the times, places and rates herein prescribed
and to convert this ZYP-CODES in accordance with the Indenture.

         SECTION 12. Discharge, Legal Defeasance and Covenant Defeasance. The
provisions contained in the Indenture relating to defeasance at any time of (a)
the entire indebtedness of the Company on this ZYP-CODES and (b) certain
restrictive covenants and the related Events of Default upon compliance by the
Company with certain conditions specified therein, will not apply to this
ZYP-CODES. The provisions contained in Section 401(1)(B)(ii) and (iii) of the
Indenture relating to discharge prior to Stated Maturity and redemption shall
not apply to the ZYP-CODES.

         SECTION 13. Authorized Denominations. The ZYP-CODES are issuable only
in global or certificated registered form, without coupons, in Principal Amount
denominations of $1,000 and integral multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein specified
and to the limitations described below, if applicable, the ZYP-CODES are
exchangeable for a like aggregate Principal Amount of ZYP-CODES with a like
Stated Maturity and with like terms and conditions of a different authorized
denomination, as requested by the Holder surrendering the same.

         SECTION 14. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, the transfer of this Note is registerable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for that purpose duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which will initially be the Trustee at
its principal corporate trust office located in the Borough of Manhattan, The
City of New York), duly executed by the Holder hereof or his



                               Annex A-2 - Page 8
<PAGE>   63

attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

         No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         SECTION 15. Owners. Prior to due presentment of this ZYP-CODES for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue and
notwithstanding any notation of ownership or other writing hereon, and none of
the Company, the Trustee or any such agent will be affected by notice to the
contrary.

         SECTION 16. No Recourse Against Others. No recourse under or upon any
obligation, covenant or agreement of or contained in the Indenture or of or
contained in any Security, or for any claim based thereon or otherwise in
respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company or
any successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the Indenture.

         SECTION 17. Indenture to Control; Governing Law. In the case of any
conflict between the provisions of this Security and the Indenture, the
provisions of the Indenture shall control.

         THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 18. Defined Terms. All terms used in this Note which are
defined in the Indenture will have the meanings assigned to them in the
Indenture unless otherwise defined herein; and all references in the Indenture
to "Security" or "Securities" will be deemed to include the ZYP-CODES.

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with right of survivorship and not as tenants
         in common
         UNIF GIFT MIN ACT - Uniform Gifts to Minors Act (State)

         Additional abbreviations may also be used though not in the above list.

                               Annex A-2 - Page 9



<PAGE>   64



                                CONVERSION NOTICE

         The undersigned Holder of this Note hereby irrevocably exercises the
option to convert this ZYP-CODES, or any portion of the principal amount hereof
(which is $1,000 in principal amount or an integral multiple of $1,000), below
designated, into shares of common stock, par value $0.10 per share (the "Common
Stock"), of Anadarko Petroleum Corporation, in accordance with the terms of the
Indenture referred to in this Note, and directs that such shares, together with
a check in payment for any fractional share and any Notes representing any
unconverted portion of the principal amount hereof, be issued and delivered to,
and be registered in the name of, the undersigned, unless a different name has
been indicated below. If shares of Common Stock or any portion of this Note not
converted are to be registered in the name of a Person other than the
undersigned, (a) the undersigned will pay all transfer taxes payable with
respect thereto and (b) the signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved signature guarantee program
pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

         To convert this ZYP-CODES into Common Stock of the Company, check the
box: [ ]

         To convert only part of this ZYP-CODES, state the Principal Amount to
be converted (must be $1,000 or a multiple of $1,000): $____________.

         If you want the stock certificate made out in another person's name,
fill in the form below:


--------------------------------------------------------------------------------
           (Insert other person's social security or tax I.D. number)


--------------------------------------------------------------------------------
            (Print or type other person's name, address and zip code)


Your Signature:                            Date:
              -------------------------          -----------------
     (Sign exactly as your name appears on the other side of this Security)


*Signature guaranteed by:
                         -----------------------------------------

By:
   ----------------------------

Dated:



----------

* The signature must be guaranteed by an institution which is a member of one of
the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.


                               Annex A-2 - Page 10

<PAGE>   65

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

         (1) Pursuant to Article V of the First Supplemental Indenture, dated as
of March 13, 2001, to the Indenture, the undersigned hereby requests and
instructs the Company to repurchase this ZYP-CODES, or any portion of the
Principal Amount hereof (which is $1,000 in principal amount or an integral
multiple of $1,000), below designated, in accordance with the terms and
conditions specified in such Article V.

         (2) The undersigned hereby directs the Trustee or the Company to pay
the undersigned the Repurchase Price as provided in the Indenture.

         (3) The undersigned elects (check one):

         [ ]  to receive the Repurchase Price with respect to the following
              portions of the following ZYP-CODES:

              ZYP-CODES certificate number:
                                            ---------------------------

              Principal amount to be repurchased (if less than all): $
                                                                      ----------

              Remaining principal amount after repurchase: $
                                                            -------------

         [ ]  to receive the Repurchase Price with respect to the full principal
              amount of all of the ZYP-CODES that are subject to this notice.

Notice: If the Holder fails to make an election, the Holder shall be deemed to
have elected to receive the Repurchase Price for the full principal amount of
all of the ZYP-CODES subject to this notice.

Your Signature:                                            Date:
               ------------------------------------------       ----------------
     (Sign exactly as your name appears on the other side of this Security)


*Signature guaranteed by:
                           -----------------------------------------------------

By:
   ---------------------------------

If only a portion of this Note is to be repurchased, please indicate:

1. Principal amount to be repurchased: $
                                        -----------
2. Remaining principal amount after repurchase: $
                                                 --------------
Social Security or Other Taxpayer Identification Number:
                                                        ------------------------

----------

* The signature must be guaranteed by an institution which is a member of one of
the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.



                               Annex A-2 - Page 11
<PAGE>   66



        SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL SECURITIES

         The following exchanges, redemptions, repurchases or conversions of a
part of this Global Security have been made:

<TABLE>
<CAPTION>

                                                 AMOUNT OF DECREASE IN                   AMOUNT OF INCREASE
                                                  PRINCIPAL AMOUNT OF                  IN PRINCIPAL AMOUNT OF
          DATE OF TRANSACTION                    THIS GLOBAL SECURITY                   THIS GLOBAL SECURITY
          -------------------                    --------------------                  ----------------------
<S>                                              <C>                                   <C>


</TABLE>


                               Annex A-2 - Page 12
<PAGE>   67



     CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER
                           OF RESTRICTED SECURITIES*

         Re:  Zero Yield Puttable Contingent Debt Securities (ZYP-CODES(SM)) due
              2021 (the "ZYP-CODES") of Anadarko Petroleum Corporation

         This certificate relates to $__________ Principal Amount of ZYP-CODES
owned in (check applicable box):

         [ ]  book-entry or

         [ ]  definitive form

by                          (the "Transferor").
   -------------------------

         The Transferor has requested a Security Registrar or the Trustee to
exchange or register the transfer of such Securities.

         In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 102 of the First
Supplemental Indenture dated as of March 13, 2001 to the Indenture, dated as of
March 9, 2001 (as so amended and supplemented, the "Indenture"), between
Anadarko Petroleum Corporation and The Bank of New York, as Trustee.

         In connection with any transfer of any of the Securities evidenced by
this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its
terms:

CHECK ONE BOX BELOW

         (1)      to the Transferor in an exchange for an equal Principal Amount
                  of ZYP-CODES of other denominations as set forth in the
                  attached instruction; or

         (2)      to the Company; or

         (3)      pursuant to an effective registration statement under the
                  Securities Act of 1933; or

         (4)      inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (5)      outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

         (6)      pursuant to an exemption from the registration requirements of
                  the Securities Act of 1933 in accordance with Rule 144 under
                  the Securities Act of 1933, or pursuant to another available
                  exemption from the registration requirements of the Securities
                  Act of 1933 (other than pursuant to



----------

* This certificate should only be included if this Security is a Transfer
Restricted Security.

                               Annex A-2 - Page 13
<PAGE>   68

                  Rule 144A or Rule 144 under the Securities Act of 1933) as a
                  result of which such ZYP-CODES shall cease to be a restricted
                  security within the meaning of Rule 144.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (5) or (6) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.


                                                   -----------------------------
                                                   Signature

Signature Guarantee:

-------------------------------------------        -----------------------------
Signature must be guaranteed                       Signature

              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
ZYP-CODES for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date:
     --------------------------   ----------------------------------------------
                                  NOTICE: To be executed by an executive officer



                               Annex A-2 - Page 14
<PAGE>   69

                                    EXHIBIT A

                   PROJECTED PAYMENTS SCHEDULE (PER ZYP-CODES)
                                       FOR
                         ANADARKO PETROLEUM CORPORATION
                       ZERO YIELD PUTTABLE CONTINGENT DEBT
                       SECURITIES (ZYP-CODES(SM)) DUE 2021

<TABLE>
<CAPTION>

                                                  Accreted                           Projected Contg           Total Periodic
                       Period Ending    Year        Value        Coupon Payments         Payments                Payments
                       -------------    ----      --------       ---------------     ---------------           ---------------
<S>                                     <C>       <C>            <C>                 <C>                       <C>
                                                                                                                ($1,000.00)
                           9/13/2001     0.5       $1,000.00          $0.00                                        $0.00
                           3/13/2002     1.0       $1,000.00          $0.00                 $0.00                  $0.00
                           9/13/2002     1.5       $1,000.00          $0.00                 $0.00                  $0.00
                           3/13/2003     2.0       $1,000.00          $0.00                 $0.00                  $0.00
                           9/13/2003     2.5       $1,000.00          $0.00                 $0.00                  $0.00
                           3/13/2004     3.0       $1,000.00          $0.00                 $0.00                  $0.00
                           9/13/2004     3.5       $1,000.00          $0.00                 $1.81                  $1.81
                           3/13/2005     4.0       $1,000.00          $0.00                 $1.82                  $1.82
                           9/13/2005     4.5       $1,000.00          $0.00                 $1.82                  $1.82
                           3/13/2006     5.0       $1,000.00          $0.00                 $1.83                  $1.83
                           9/13/2006     5.5       $1,000.00          $0.00                 $1.84                  $1.84
                           3/13/2007     6.0       $1,000.00          $0.00                 $1.85                  $1.85
                           9/13/2007     6.5       $1,000.00          $0.00                 $1.85                  $1.85
                           3/13/2008     7.0       $1,000.00          $0.00                 $1.86                  $1.86
                           9/13/2008     7.5       $1,000.00          $0.00                 $1.87                  $1.87
                           3/13/2009     8.0       $1,000.00          $0.00                 $1.88                  $1.88
                           9/13/2009     8.5       $1,000.00          $0.00                 $1.89                  $1.89
                           3/13/2010     9.0       $1,000.00          $0.00                 $1.90                  $1.90
                           9/13/2010     9.5       $1,000.00          $0.00                 $1.91                  $1.91
                           3/13/2011    10.0       $1,000.00          $0.00                 $1.92                  $1.92
                           9/13/2011    10.5       $1,000.00          $0.00                 $1.93                  $1.93
                           3/13/2012    11.0       $1,000.00          $0.00                 $1.93                  $1.93
                           9/13/2012    11.5       $1,000.00          $0.00                 $1.94                  $1.94
                           3/13/2013    12.0       $1,000.00          $0.00                 $1.94                  $1.94
                           9/13/2013    12.5       $1,000.00          $0.00                 $1.94                  $1.94
                           3/13/2014    13.0       $1,000.00          $0.00                 $1.95                  $1.95
                           9/13/2014    13.5       $1,000.00          $0.00                 $1.95                  $1.95
                           3/13/2015    14.0       $1,000.00          $0.00                 $1.94                  $1.94
                           9/13/2015    14.5       $1,000.00          $0.00                 $1.94                  $1.94
                           3/13/2016    15.0       $1,000.00          $0.00                 $1.93                  $1.93
                           9/13/2016    15.5       $1,000.00          $0.00                 $1.92                  $1.92
                           3/13/2017    16.0       $1,000.00          $0.00                 $1.92                  $1.92
                           9/13/2017    16.5       $1,000.00          $0.00                 $1.93                  $1.93
                           3/13/2018    17.0       $1,000.00          $0.00                 $1.94                  $1.94
                           9/13/2018    17.5       $1,000.00          $0.00                 $1.94                  $1.94
                           3/13/2019    18.0       $1,000.00          $0.00                 $1.95                  $1.95
                           9/13/2019    18.5       $1,000.00          $0.00                 $1.95                  $1.95
                           3/13/2020    19.0       $1,000.00          $0.00                 $1.96                  $1.96
                           9/13/2020    19.5       $1,000.00          $0.00                 $1.96                  $1.96
                           3/13/2021    20.0       $1,000.00          $0.00                 $0.00                $3,826.09
</TABLE>

                               Exhibit A - Page 1
<PAGE>   70

<TABLE>

<S>                                                         <C>
Comp Yield Being Used:                                      6.98%
Term of Comp Yield Used (Years):                            20
Contingent Payment:                                         2.50% of then current effective rate per 6-mo. period
Minimum Contingent Payment:                                 0.165% per 6-mo. Period
Timing of First Contg. Payment:                             3.5 years out
Cash Coupon:                                                0.00%
Par Amount of Bond:                                         $1,000.00
Amount of Semi-Annual Coupon:                               $0.00
Projected Value of Conversion Shares:                       $3,826.09
IRR:                                                        6.98%
</TABLE>



                               Exhibit A - Page 2
<PAGE>   71





                                    EXHIBIT B

                         ANADARKO PETROLEUM CORPORATION
                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial holder of Zero Yield Puttable Contingent
Debt Securities (ZYP-CODES(SM)) due 2021 of Anadarko Petroleum Corporation or
shares of Anadarko Petroleum Corporation common stock, par value $0.10 per share
(such common stock, together with the debentures, the "registrable securities"),
understands that the company has filed or intends to file with the SEC a
registration statement on an appropriate form for the registration and resale
under Rule 415 of the Securities Act, of the registrable securities in
accordance with the terms of the Resale Registration Rights Agreement, dated as
of March 13, 2001, between the company and the initial purchaser. A copy of the
resale registration rights agreement is available from the company upon request
at the address set forth below.

         Each beneficial owner of registrable securities is entitled to the
benefits of the resale registration rights agreement. In order to sell or
otherwise dispose of any registrable securities pursuant to the shelf
registration statement, a beneficial owner of registrable securities generally
will be required to be named as a selling securityholder in the related
prospectus, deliver a prospectus to purchasers of registrable securities and be
bound by those provisions of the registration rights agreement applicable to
such beneficial owner (including certain indemnification provisions, as
described below). Beneficial owners are encouraged to complete and deliver this
Notice and Questionnaire prior to the effectiveness of the shelf registration
statement so that such beneficial owners may not be named as selling
securityholders in the related prospectus at the time of effectiveness. Any
beneficial owner of debentures wishing to include its registrable securities
must deliver to the company a properly completed and signed Selling
Securityholder Notice and Questionnaire. The company has agreed to pay
liquidated damages pursuant to the registration rights agreement under certain
circumstances as set forth therein.

         Certain legal consequences arise from being named as a selling
securityholder in the shelf registration statement and the related prospectus.
Accordingly, holders and beneficial owners of registrable securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the shelf registration
statement and the related prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "selling securityholder") of
registrable securities hereby gives notice to the company of its intention to
sell or otherwise dispose of registrable securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
shelf registration statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands and agrees that it will be bound by the
terms and conditions of this Notice and Questionnaire and the resale
registration rights agreement.

         The undersigned hereby provides the following information to the
company and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE

1.   (a) Full legal name of selling securityholder:

     ---------------------------------------------------------------------------

     (b) Full legal name of registered Holder (if not the same as (a) above)
     through which registrable securities listed in (3) below are held:

     ---------------------------------------------------------------------------

     (c) Full legal name of The Depository Trust Company participant (if
     applicable and if not the same as (b) above) through which registrable
     securities listed in (3) below are held:

     ---------------------------------------------------------------------------


                               Exhibit B - Page 1

<PAGE>   72

2.   Address for notices to selling securityholder:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     Telephone (including area code):
                                     -------------------------------------------

     Fax (including area code):
                               -------------------------------------------------

     Contact Person:
                    ------------------------------------------------------------

3.   Beneficial ownership of registrable securities:

     (a) Type and Principal Amount of registrable securities beneficially owned:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     (b) CUSIP No(s). of such registrable securities beneficially owned:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

4.   Beneficial ownership of the company securities owned by the selling
     securityholder:

     Except as set forth below in this Item (4), the undersigned is not the
     beneficial or registered owner of any securities of the company other than
     the registrable securities listed above in Item (3).

     (a) Type and Amount of other securities beneficially owned by the selling
         securityholder:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     (b) CUSIP No(s). of such other company securities beneficially owned:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

5.   Relationship with the company:

     Except as set forth below, neither the undersigned nor any of its
     affiliates, officers, directors or principal equity holders (5% or more)
     has held any position or office or has had any other material relationship
     with the company (or its predecessors or affiliates) during the past three
     years.

     State any exception here:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

6.   Plan of distribution:

     Except as set forth below, the undersigned (including its donees or
     pledgees) intends to distribute the registrable securities listed above in
     Item (3) pursuant to the shelf registration statement only as follows (if
     at all): Such registrable securities may be sold from time to time directly
     by the undersigned or, alternatively, through underwriters, in accordance
     with the registration rights agreement, broker-dealers or agents. If the
     registrable securities are sold through underwriters or broker-dealers, the
     selling securityholder will be responsible for underwriting discounts or
     commissions or agent's commissions. Such registrable securities may be sold
     in one or more transactions at fixed prices, at prevailing market prices at
     the time of sale, at varying prices determined at the time of sale, or at
     negotiated prices. Such sales may be effected in transactions (which may
     involve block transactions) (i) on any national securities exchange or
     quotation



                               Exhibit B - Page 2
<PAGE>   73

     service on which the registrable securities may be listed or quoted at the
     time of sale, (ii) in the over-the-counter market, (iii) in transactions
     otherwise than on such exchanges or services or in the over-the-counter
     market, or (iv) through the writing of options. In connection with sales of
     the registrable securities or otherwise, the undersigned may enter into
     hedging transactions with broker-dealers, which may in turn engage in short
     sales of the registrable securities and deliver registrable securities to
     close out such short positions, or loan or pledge registrable securities to
     broker-dealers that in turn may sell such securities:

     State any exceptions here:

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         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Exchange Act and the rules thereunder relating
to stock manipulation, particularly Registration M thereunder (or any successor
rules or regulations), in connection with any offering of registrable securities
pursuant to the shelf registration statement. The undersigned agrees that
neither it nor any person acting on its behalf will engage in any transaction in
violation of such provisions.

         The selling securityholder hereby acknowledges its obligations under
the resale registration rights agreement to indemnify and hold harmless certain
persons as set forth therein.

         Pursuant to the resale registration rights agreement, the Company has
agreed under certain circumstances to indemnify the selling securityholders
against certain liabilities.

         In accordance with the undersigned's obligation under the resale
registration rights agreement to provide such information as may be required by
law for inclusion in the shelf registration statement, the undersigned agrees to
promptly notify the company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the shelf registration statement remains effective. All notices hereunder and
pursuant to the resale registration rights agreement shall be made in writing at
the address set forth below.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the shelf registration statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the company in connection with the preparation or amendment of
the shelf registration statement and the related prospectus.

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

                                        Dated:

                                        Beneficial Owner


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


      PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

                         ANADARKO PETROLEUM CORPORATION
                             17001 NORTH CHASE DRIVE
                              HOUSTON, TEXAS 77060



                               Exhibit B - Page 3