Form of 5.75% Senior Notes due 2014


 Exhibit 4.2 
 [Form of Face of Note of Seventh Series] 
 [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 
 5.75% Senior Notes due 2014 
  

			
	No.	  	$
                                        

	CUSIP No. 032511 BE6	  	
	ISIN No. US032511BE65	  	

 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
                                         
                   , or registered assigns, the principal sum of
                                         Dollars
on June 15, 2014, and to pay interest thereon from June 12, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year,
commencing December 15, 2009, and at the Maturity thereof, at the rate of 5.75% 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
June 1 or December 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] 
  

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

  

							
	[SEAL]	 		 	ANADARKO PETROLEUM CORPORATION
				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
				
	Attest:	 		 		 	
	
	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

  

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 [Form of Reverse of Note of Seventh Series] 
 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 (herein 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 $275,000,000 (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 Securities of this series are subject to redemption upon not less than 30
days’ nor more than 60 days’ notice, at any time, as a whole or in part, at the election of the Company, 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 as of the date on which the Securities of this series are to be redeemed, discounted 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 0.50%, plus accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. 
 “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. 
 “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. 
  

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 “Quotation Agent” means Citigroup Global Markets Inc. or its successor.

 “Reference Dealers” means Citigroup Global Markets Inc. or its successor and two or more other primary U.S.
Government securities dealers in New York City appointed by the Company as reference dealers. If Citigroup Global Markets Inc. 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. 
 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 

  

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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. 
 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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