EX-4.1


 Exhibit 4.1 

ANADARKO PETROLEUM CORPORATION 

OFFICERS’ CERTIFICATE 

JULY 7, 2014 

Pursuant to the authority delegated to the undersigned by the Management Group by written consent dated July 1, 2014, which was delegated
to the Management Group by the Board of Directors of Anadarko Petroleum Corporation (the “Company”) by resolutions adopted at a meeting on May 13, 2014, the undersigned officers of the Company hereby adopt this
Officers’ Certificate for the purpose of establishing one or more series of Securities under the Indenture, dated as of September 19, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank of New
York Trust Company, N.A.), as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of October 10, 2006, and that certain Second Supplemental Indenture, dated as of July 15,
2009 (as so supplemented, the “Indenture”). This Officers’ Certificate is executed pursuant to Section 301 of the Indenture. In addition to the terms provided in the Indenture with respect to any series of
Securities issued thereunder, the terms of the Securities shall be as follows (capitalized terms used herein but not otherwise defined herein having the respective meanings ascribed to them in the Indenture): 

1. The title of the Securities shall be the “3.45% Senior Notes due 2024” (the
“2024 Notes”) and “4.50% Senior Notes due 2044” (the “2044 Notes” and, together with the 2024 Notes, the “Notes”) of the Company. 

2. The aggregate principal amount of each series of Notes which may be authenticated and delivered under the Indenture
is limited to $625,000,000 (plus such additional amounts of Notes as may be authorized for issuance from time to time by or pursuant to a Board Resolution and set forth in an Officers’ Certificate prior to the issuance thereof) except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. 

3. The principal of the 2024 Notes shall be payable on July 15, 2024 (the
“2024 Maturity Date”), and the principal of the 2044 Notes shall be payable on July 15, 2044 (the “2044 Maturity Date” and, together with the 2024 Maturity Date, the “Maturity
Date”). 
 4. The 2024 Notes shall bear interest at the rate of
3.45% per annum, and the 2044 Notes shall bear interest at the rate of 4.50% per annum, in each case from July 7, 2014 or the most recent January 15 or July 15 to which interest has been paid or duly provided for on the
Notes. Each such January 15 or July 15, commencing January 15, 2015, shall be an “Interest Payment Date” for the Notes. The January 1 or July 1 (whether or not a Business Day), as the case may be,
next preceding an Interest Payment Date shall be the “Regular Record Date” for the interest payable on such Interest Payment Date. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day
months. 






 5. The principal of (and premium, if any) and interest on the Notes shall
be payable at the office or agency of the Company maintained for that purpose in New York, New York; provided, however, that (x) if the Notes are not Global Securities, (i) payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register and all other payments will be made by check against surrender of the Notes; and (ii) notwithstanding the first proviso, if the Notes are in denominations of at
least $1,000,000 and the Holder at the time of surrender or on the related Regular Record Date of any payment of interest on any Interest Payment Date delivers a written request to the Paying Agent to make such payment by wire transfer, the Company
may make such payments by wire transfer until new instructions are given; and (y) if the Notes are Global Securities, payment will be made pursuant to the Applicable Procedures of the relevant Depositary. 

6. The Company may, at its option, at any time and from time to time, redeem either series of the Notes, in whole or in
part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address. If the Company redeems the 2024 Notes before April 15, 2024 or the 2044 Notes before January 15,
2044, such series of the Notes may be redeemed at a Redemption Price equal to the greater of (1) 100% of the principal amount of the series of the Notes to be redeemed or (2) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal and interest on the series of Notes to be redeemed, not including any portion of these payments of interest accrued to the date on which the series of the Notes are to be redeemed, discounted
from the Maturity Date to the date on which the series of the Notes are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus 0.15% (2024 Notes) or 0.20% (2044 Notes),
plus in each case, accrued interest on the series of the Notes to be redeemed to the date on which the series of the Notes are to be redeemed. If the Company redeems the 2024 Notes on or after April 15, 2024 or the 2044 Notes on or after
January 15, 2044, the Redemption Price will equal 100% of the principal amount of the series of the Notes to be redeemed plus accrued and unpaid interest to the Redemption Date. 

“Adjusted Treasury Rate” means the semi-annual equivalent yield to maturity of a security
whose price, expressed as a percentage of its principal amount, is equal to the Comparable Treasury Price. 

“Calculation Agent” means The Bank of New York Mellon Trust Company N.A., or its
successor. 
 “Comparable Treasury Issue” means a United States Treasury
security selected by the Quotation Agent which has a maturity comparable to the remaining maturity of the Series of the Notes being redeemed that would be used in accordance with customary financial practice to price new issues of corporate debt
securities with a maturity comparable to the remaining maturity of the Notes being redeemed. 

“Comparable Treasury Price” means the result of the calculation of the Calculation Agent
of the average of the Reference Dealer Quotations of the Comparable  

  
 2 







 
Treasury Issue provided by each Reference Dealer, after the Calculation Agent has eliminated the highest and lowest Reference Dealer Quotations; provided, that, if the Calculation Agent obtains
fewer than three Reference Dealer Quotations, it will calculate the average of all of the Reference Dealer Quotations and not eliminate any Reference Dealer Quotations. 

“Quotation Agent” means Deutsche Bank Securities Inc. or its successor.

 “Reference Dealers” means each of Barclays Capital Inc., Deutsche Bank
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective successors). If any such bank (or its successor) is no longer a primary U.S. Government securities dealer, the Company will substitute another
primary U.S. Government securities dealer in its place as a Reference Dealer and as Quotation Agent. 

“Reference Dealer Quotations” means each of the bid and ask prices for the Comparable
Treasury Issue as of 5:00 p.m. on the third Business Day before the Redemption Date as provided by the Reference Dealers to the Quotation Agent, Calculation Agent and Trustee. 

The Calculation Agent shall be entitled to all of the rights, privileges, protections, immunities and benefits afforded the
Trustee under the Indenture, including but not limited to its right to be compensated, reimbursed and indemnified. 
 7.
The Notes shall not be subject to redemption at the option of the Holders or to a sinking fund requirement. 

8. The Notes shall be issuable in denominations of $1,000 and any integral multiple thereof, with a minimum denomination
of $2,000. 
 9. The provisions of Section 1302 and Section 1303 of the Indenture with
respect to defeasance of the Securities of a series and covenant defeasance of the Securities of a series, respectively, shall be applicable to the Notes. 

10. The Notes shall be issued initially wholly in the form of Global Securities and The Depository Trust Company shall
be the initial Depositary with respect thereto. 
 11. The price at which the 2024 Notes and the 2044 Notes
will be sold to the underwriters named in the Terms Agreement dated July 1, 2014 between the Company and the underwriters named therein shall be 99.181% and 98.455%, respectively, of the aggregate principal amount of each series of the
Notes. 
 12. The form of the Notes shall be in substantially the form set forth in Exhibit I and
Exhibit II attached hereto pursuant to Article II of the Indenture. 
 [Signature page follows.]


  
 3 







 IN WITNESS WHEREOF, each of the undersigned has duly executed this Officers’ Certificate on
the date first set forth above. 
  

			
		 	 /s/ Albert L. Richey

	Name:	 	Albert L. Richey
	Title:	 	Senior Vice President, Finance and Treasurer
		
		 	 /s/ Robert G. Gwin

	Name:	 	Robert G. Gwin
	Title:	 	Executive Vice President, Finance and Chief Financial Officer


 [Signature Page to Officers’ Certificate Establishing the Notes]







 EXHIBIT I 

FORM OF 3.45% SENIOR NOTES DUE 2024 

[See attached.] 






 [Form of Face of Note] 

[Insert if Global Security: 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 EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] 
 ANADARKO PETROLEUM
CORPORATION 
 3.45% SENIOR NOTES DUE 2024 

 

			
	 No.
	 	$                    
	 CUSIP No. 032511 BJ5

ISIN No. US032511BJ52
	 	

 ANADARKO PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of             Dollars on July 15, 2024, and to pay interest thereon from July 7, 2014 or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on January 15 and July 15 in each year, commencing January 15, 2015, and at the Maturity thereof, at the rate of 3.45% per annum, 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 such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but
not 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 Security (or one or more Predecessor Securities) 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 shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained
for that purpose in New York, New York, 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, against surrender of this Security in the case of any payment due at
the Maturity of the principal thereof or any payment of interest becomes 






 
payable on a day other than an Interest Payment Date; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be
made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made
in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security
is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written
request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the
Company shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and
this Security unless and until new instructions are given in the manner described above; and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made
pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture. 
 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 by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 [Remainder
of page left intentionally blank.] 

  
 F-2 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
  

					
	[SEAL]	 	ANADARKO PETROLEUM CORPORATION
			
		 	By:	 	  

		 	Name:	 	Albert L. Richey
		 	Title:	 	Senior Vice President, Finance and Treasurer

  

			
	Attest:	 	  

	Name:	 	Amanda M. McMillian
	Title:	 	Vice President, Deputy General Counsel,
		 	Corporate Secretary and Chief Compliance Officer

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

 

							
	Dated:                    	 		 	THE BANK OF NEW YORK MELLON
		 		 	TRUST COMPANY, N.A., AS TRUSTEE
				
		 		 	By:	 	  

		 		 		 	Authorized Signatory


  
 F-3 







 [Form of Reverse of Note] 

This Security is one of a duly authorized issue of senior securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an indenture, dated as of September 19, 2006, as supplemented by the First Supplemental Indenture, dated as of October 10, 2006, and the Second Supplemental Indenture, dated as of
July 15, 2009 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank
of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof limited in aggregate principal amount to $625,000,000 (plus such additional amounts of Securities of this series as may be authorized for issuance from time to time in the manner set forth in the Indenture). 

The Company may, at its option, at any time and from time to time, redeem the Securities of this series, in whole or in part, upon not less
than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address. If the Company redeems the Securities of this series before April 15, 2024, such Securities of this series may be redeemed at
a Redemption Price equal to the greater of (1) 100% of the principal amount of the Securities of this series to be redeemed or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of
principal and interest on the Securities of this series to be redeemed, not including any portion of these payments of interest accrued to the date on which the Securities of this series are to be redeemed, discounted from the July 15, 2024 to
the date on which the Securities of this series are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus 0.15%, plus in each case, accrued interest on the Securities of
this series to be redeemed to the date on which the Securities of this series are to be redeemed. If the Company redeems the Securities of this series on or after April 15, 2024, the Redemption Price of the Securities of this series will equal
100% of the principal amount of the Securities of this series to be redeemed plus accrued and unpaid interest to the Redemption Date. 

“Adjusted Treasury Rate” means the semi-annual equivalent yield to maturity of a security whose price,
expressed as a percentage of its principal amount, is equal to the Comparable Treasury Price. 

“Calculation Agent” means The Bank of New York Mellon Trust Company, N.A. 

“Comparable Treasury Issue” means a United States Treasury security selected by the Quotation Agent
which has a maturity comparable to the remaining maturity of the Securities of this series being redeemed that would be used in accordance with customary financial practice to price new issues of corporate debt securities with a maturity comparable
to the remaining maturity of the Securities of this series being redeemed. 

  
 R-1 







 “Comparable Treasury Price” means the result of the calculation of the
Calculation Agent of the average of the Reference Dealer Quotations of the Comparable Treasury Issue provided by each Reference Dealer, after the Calculation Agent has eliminated the highest and lowest Reference Dealer Quotations; provided,
that, if the Calculation Agent obtains fewer than three Reference Dealer Quotations, it will calculate the average of all of the Reference Dealer Quotations and not eliminate any Reference Dealer Quotations. 

“Quotation Agent” means Deutsche Bank Securities Inc. or its successor. 

“Reference Dealers” means each of Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (or their respective successors). If any such bank (or its successor) is no longer a primary U.S. Government securities dealer, the Company will substitute another primary U.S. Government securities dealer in its
place as a Reference Dealer and as Quotation Agent. 
 “Reference Dealer Quotations” means each of the bid and ask
prices for the Comparable Treasury Issue as of 5:00 p.m. on the third Business Day before the Redemption Date as provided by the Reference Dealers to the Quotation Agent, Calculation Agent and Trustee. 

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 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 Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions
(i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected
under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. 

  
 R-2 







 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple
thereof, with a minimum denomination of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall 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. 

Prior to due presentment of this Security 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 Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

  
 R-3 







 This Security and the Indenture shall be governed by and construed in accordance with the law of
the State of New York. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 

  
 R-4 







 EXHIBIT II 

FORM OF 4.50% SENIOR NOTES DUE 2044 

[See attached.] 






 [Form of Face of Note] 

[Insert if Global Security: 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 EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] 
 ANADARKO PETROLEUM
CORPORATION 
 4.50% SENIOR NOTES DUE 2044 

 

					
	No.	 		 	$                    
	 CUSIP No. 032511 BK2
 ISIN No.
US0302511BK26
	 		 	

 ANADARKO PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of             Dollars on July 15, 2044, and to pay interest thereon from July 7, 2014 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each year, commencing January 15, 2015, and at the Maturity thereof, at the rate of 4.50% per annum, 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 such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest so payable, but not 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 Security (or one or more
Predecessor Securities) 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 shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. 
 Payment of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in New York, New York, 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, against
surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest becomes payable on a day other than an Interest Payment Date; provided, however, that if this Security is







 
not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and
(iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or,
in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the
date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Company shall make such payment by wire transfer of immediately available funds to such account at such
bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above; and
provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture. 

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 by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Remainder of page left intentionally blank.] 

  
 F-2 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
  

					
	[SEAL]	 	ANADARKO PETROLEUM CORPORATION
			
		 	By:	 	  

		 	Name:	 	Albert L. Richey
		 	Title:	 	Senior Vice President, Finance and Treasurer

  

			
	Attest:	 	  

	Name:	 	Amanda M. McMillian
	Title:	 	 Vice President, Deputy General Counsel,

Corporate Secretary and Chief Compliance Officer


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

 

							
	Dated:                                	 		 	 THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., AS TRUSTEE

				
		 		 	By:	 	  

		 		 		 	Authorized Signatory


  
 F-3 







 [Form of Reverse of Note] 

This Security is one of a duly authorized issue of senior securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an indenture, dated as of September 19, 2006, as supplemented by the First Supplemental Indenture, dated as of October 10, 2006, and the Second Supplemental Indenture, dated as of
July 15, 2009 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly,
The Bank of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof limited in aggregate principal amount to $625,000,000 (plus such additional amounts of Securities of this series as may be authorized for issuance from time to time in the manner set forth in the
Indenture). 
 The Company may, at its option, at any time and from time to time, redeem the Securities of this series, in whole or in part,
upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address. If the Company redeems the Securities of this series before January 15, 2044, such Securities of the series may
be redeemed at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Securities of the series to be redeemed or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities of the series to be redeemed, not including any portion of these payments of interest accrued to the date on which the Securities of the series are to be redeemed, discounted from the
July 15, 2044 to the date on which the Series of the securities are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate plus 0.20%, plus in each case, accrued interest
on the Securities of the series to be redeemed to the date on which the Securities of the series are to be redeemed. If the Company redeems the Securities of this series on or after January 15, 2044, the Redemption Price of the Securities of
this series will equal 100% of the principal amount of the Securities of this series to be redeemed plus accrued and unpaid interest to the Redemption Date. 

“Adjusted Treasury Rate” means the semi-annual equivalent yield to maturity of a security whose price, expressed as a
percentage of its principal amount, is equal to the Comparable Treasury Price. 
 “Calculation Agent” means The Bank
of New York Mellon Trust Company, N.A. 
 “Comparable Treasury Issue” means a United States Treasury security
selected by the Quotation Agent which has a maturity comparable to the remaining maturity of the Securities of this series being redeemed that would be used in accordance with customary financial practice to price new issues of corporate debt
securities with a maturity comparable to the remaining maturity of the Securities of this series being redeemed. 

  
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 “Comparable Treasury Price” means the result of the calculation of the
Calculation Agent of the average of the Reference Dealer Quotations of the Comparable Treasury Issue provided by each Reference Dealer, after the Calculation Agent has eliminated the highest and lowest Reference Dealer Quotations; provided,
that, if the Calculation Agent obtains fewer than three Reference Dealer Quotations, it will calculate the average of all of the Reference Dealer Quotations and not eliminate any Reference Dealer Quotations. 

“Quotation Agent” means Deutsche Bank Securities Inc. or its successor. 

“Reference Dealers” means each of Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (or their respective successors). If any such bank (or its successor) is no longer a primary U.S. Government securities dealer, the Company will substitute another primary U.S. Government securities dealer in its
place as a Reference Dealer and as Quotation Agent. 
 “Reference Dealer Quotations” means each of the bid and ask
prices for the Comparable Treasury Issue as of 5:00 p.m. on the third Business Day before the Redemption Date as provided by the Reference Dealers to the Quotation Agent, Calculation Agent and Trustee. 

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 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 Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions
(i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected
under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. 

  
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 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple
thereof, with a minimum denomination of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall 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. 

Prior to due presentment of this Security 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 Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

  
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 This Security and the Indenture shall be governed by and construed in accordance with the law of
the State of New York. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 

  
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