EXHIBIT 4.1
CERTIFICATE OF AMENDMENT
OF
ANADARKO PETROLEUM CORPORATION
RESTATED CERTIFICATE OF INCORPORATION
Anadarko Petroleum Corporation (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify that:
(i) The amendments set forth below to the Corporation's Restated
Certificate of Incorporation previously filed in the Office of the
Secretary of State of Delaware on August 29, 1986, as amended, have been
duly adopted by the Board of Directors of the Corporation, and the Board
has declared said amendments to be advisable and called a meeting of the
stockholders of the Corporation for consideration thereof.
(ii) Thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendments.
(iii) The first paragraph of Article Fourth thereof is amended and
restated to read as follows:
"FOURTH. The total number of shares which the Corporation
shall have authority to issue is 452,000,000 shares, of which
(a) 2,000,000 shares shall be Preferred Stock, issuable in
series, of the par value of $1.00 per share and (b)
450,000,000 shares shall be Common Stock, of the par value of
$0.10 per share."
(iv) Article Seventh thereof is amended and restated to read
as follows:
"SEVENTH. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors
consisting of not less than six nor more than fifteen
directors, the exact number of directors to be determined from
time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors. The directors shall
be divided into three classes, designated Class I, Class II
and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors
constituting the entire Board of Directors. At a special
meeting of stockholders held on August 27, 1986, Class I
directors were elected for a term ending at the 1987 Annual
Meeting of Stockholders, Class II directors were elected for a
term ending at the 1988 Annual Meeting of Stockholders and
Class III directors were elected for a term ending at the 1989
Annual Meeting of Stockholders, in each case effective as of
the date of filing of this Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware. At
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each Annual Meeting of Stockholders beginning in
1987, successors to the class of directors whose term expires
at that Annual Meeting shall be elected for a three-year term.
If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected
to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent
director. A director shall hold office until the Annual
Meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the
Board of Directors that results from an increase in the number
of directors may be filled by a majority of the Board of
Directors then in office, provided that a quorum is present,
and any other vacancy occurring on the Board of Directors may
be filled by a majority of the directors then in office, even
if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same
remaining term as that of his predecessor.
Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire
Board of Directors, may be removed from office at any time,
but only for cause."
(v) These amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Anadarko Petroleum Corporation has caused this
certificate to be signed by J. Stephen Martin, its authorized officer, this 13th
day of July, 2000.
Anadarko Petroleum Corporation
/s/ J. Stephen Martin
---------------------------
Name: J. Stephen Martin
Title: Vice President
