Anadarko Petroleum Corporation Officers' Certificate for 3.25% Notes Due 2008

Summary

This certificate, signed by officers of Anadarko Petroleum Corporation, confirms the issuance of $350 million in 3.25% Notes due May 1, 2008, under an existing Indenture with The Bank of New York as Trustee. The document outlines the terms of the notes, including interest rate, payment dates, denominations, and that the notes will be issued as global securities through The Depository Trust Company. The officers certify that all conditions required by the Indenture for issuing and authenticating the notes have been met.

EX-4.1 4 h05501exv4w1.txt OFFICER'S CERTIFICATE EXHIBIT 4.1 ANADARKO PETROLEUM CORPORATION OFFICERS' CERTIFICATE We, Albert L. Richey and Suzanne Suter, Vice President and Treasurer, and Vice President and Corporate Secretary, respectively, of Anadarko Petroleum Corporation, a Delaware corporation (the "Company"), hereby certify, pursuant to Sections 102, 201 and 301 of the Indenture, dated as of March 9, 2001 (the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee"), that the authorized officer has determined, pursuant to the authority granted to him by the Executive Committee of the Board of Directors of the Company at its meeting held on May 1, 2003, that the terms of a series of Securities to be issued under the Indenture, and the form thereof, are as follows: Designation of Securities 3.25% Notes due 2008 (the "Notes"). Aggregate Principal Amount $350,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes which pursuant to Section 303 are deemed never to have been authenticated and delivered. The Company may reopen this series of Notes for additional issuances from time to time pursuant to the terms of the Indenture. Denominations $1,000 and any integral multiple thereof. Stated Maturity Date May 1, 2008. Interest Rate 3.25% per annum from May 6, 2003. Interest Payment Dates Interest payable semiannually on November 1 and May 1, commencing November 1, 2003. Regular Record Dates October 15 or April 15 next preceding an Interest Payment Date. Optional Redemption The Notes are not redeemable prior to the Stated Maturity Date. Place of Payment The principal of and interest on the Notes shall be payable, Notes may be surrendered for registration of transfer, Notes may be surrendered for exchange, and notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, at the places designated therefore in the Indenture. Other Terms The provisions of Article Twelve of the Indenture shall not apply to the Notes. Global Securities The Notes shall be issued as a Global Security. The Depository Trust Company shall be the Depository. Settlement Payments in respect of principal of and interest on the Notes shall be made by the Company in immediately available funds. Form of Notes Attached as Annex A, and incorporated herein by reference. We further certify that: 1. We have read Sections 102, 202, 203 and 301 of the Indenture and the definitions in the Indenture relating thereto. 2. The statements made herein are based either upon our personal knowledge or on information, data and reports furnished to us by the officers, counsel or employees of the Company who have knowledge of the relevant facts. 3. In our opinion, we have made such examination or investigation as is necessary to enable us to express an informed opinion as to whether or not all conditions provided for in the Indenture with respect to the determination of the terms of the Notes and the form thereof, and the authentication and delivery of the Notes, have been complied with. 4. In our opinion, all conditions precedent to the determination of the terms and form of the Notes and to the authentication by the Trustee of $350,000,000 principal amount thereof have been complied with and such Notes may be delivered in accordance with the Indenture. Capitalized terms not otherwise defined herein have the meaning provided in the Indenture. [Remainder of page has been intentionally left blank] 2 IN WITNESS WHEREOF, we have hereunto signed our names this 6th day of May, 2003. /s/ Albert L. Richey --------------------- Albert L. Richey Vice President and Treasurer /s/ Suzanne Suter --------------------- Suzanne Suter Vice President and Corporate Secretary 3