(Sec. 3.3 deleted 4/25/96
Sec. 3.1 amended 7/31/00)
ANADARKO PETROLEUM CORPORATION
OFFICE AND RECORDS
1.1. The Corporation shall maintain a registered office in Delaware, and may maintain such other offices and keep
its books, documents and records at such places within or without Delaware as may from time to time be
designated by the Board of Directors.
MEETINGS OF STOCKHOLDERS
2.1. All meetings of the stockholders of the Corporation shall be held at such place or places, within or without
the State of Delaware, as may from time to time be fixed by the Board of Directors, or as shall be specified or
fixed in the respective notices or waivers of notice thereof.
2.2. The Annual Meeting of Stockholders shall be held on such date and at such time as may be fixed by the
Board and stated in the notice thereof, for the purpose of electing directors and for the transaction of only such
other business as is properly brought before the meeting in accordance with these By-Laws.
To be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting
by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly brought before the Annual Meeting by
a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal
executive offices of the Corporation, not less than 50 days nor more than 75 days prior to the meeting; provided,
however, that in the event that less than 65 days' prior public disclosure of the date of the meeting is made to
stockholders, notice by the stockholder to be timely must be so received not later than