Plan Agreement For The Management Life Insurance

PLAN AGREEMENT
FOR
MANAGEMENT LIFE INSURANCE PLAN


This Plan Agreement for the Management Life Insurance Plan ("Agreement") is made as of July 1, 1995, by and between Anadarko Petroleum Corporation, a Delaware corporation (the "Corporation"), and _______________(the "Employee").


RECITALS


A. The Employee desires to insure his or her life for the benefit and protection of his or her family under the Policy (as defined below);


B. The Corporation desires to help the Employee provide insurance for the benefit and protection of his or her family by providing funds from time to time to pay the premiums due on the Policy; and


C. The Employee, as owner of the Policy, desires to assign certain interests in the Policy to the Corporation, to the extent provided herein, as security for repayment of certain funds provided by the Corporation for the acquisition and/or maintenance of the Policy.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and covenants set forth below, the parties to this Agreement agree as follows:


1. Definitions. For purposes of this Agreement, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:


(a) "Aggregate Premiums Paid" shall mean, at any time, an
amount equal to (i) the cumulative premiums paid by the Corporation under
the Policy, less (ii) the amount of any policy dividends or interest
thereon paid in cash to the Corporation or used by the Corporation to
make premium payments, less (iii) any policy loans to the Corporation and
accrued interest thereon at such time. Despite the foregoing, Aggregate
Premiums Paid shall not include extra benefit riders or agreements, other
than those providing additional life insurance coverage on the insured.


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(b) "Base Annual Salary" shall mean the base annual
compensation, excluding bonuses, commissions, overtime, relocation
expenses, incentive payments, non-monetary awards, directors fees and
other fees, paid to the Employee for employment services rendered to the
Corporation, before reduction for compensation deferred pursuant to all
qualified, non-qualified and Code Section 125 plans of the Corporation.
For purposes of determining the Employee's Base Annual Salary as of a
particular Measurement Date, the Employee's Base Annual Salary as of the
most recent preceding July 1 will be used (which means that the
Employee's Base Annual Salary will be changed under this Agreement only
once a year to reflect the actual increase or decrease in the Employee's
actual base salary during the year preceding the applicable July 1).


(c) "Cash Surrender Value" shall mean an amount that
equals, at any specified time, the cash surrender value provided under
the Policy at that time.


(d) "Change of Control Event" shall mean the Employee's
termination of employment with the Corporation following a "Change of
Control," as such term is defined in either the Company's (i) Key
Employee Change of Control Contract or (ii) Change in Control Severance
Pay Plan. The applicable definition of "Change of Control" will be based
on the plan that the terminating Employee participates in, and if the
Employee participates in both plans, the definition that is most
favorable to the Employee, in terms of allowing the Employee to receive a
more favorable benefit under this Agreement, shall be the applicable
definition. Despite the foregoing, a Change of Control Event shall not
occur with respect to the Employee unless at the time of a Change of
Control, the Employee was eligible for a benefit under either the Key
Employee Change of Control Contract or the Change in Control Severance
Pay Plan.


(e) "Collateral Assignment Agreement" shall mean an
assignment made by the Employee in favor of the Corporation in a form
mutually agreed to by the Corporation and the Employee and accepted by
the Insurer.


(f) "Collateral Interest" shall mean the Corporation's interests
in the Policy, as set forth in Section 6 below.


(g) "Employee's Death Benefit" shall mean an amount that is
equal to (i) the Employee's Base Annual Salary, determined as of the date
of his or her death, multiplied by four, less (ii) $50,000.00.


(h) "Insurer" shall mean Security Life of Denver, Sun Life
of Canada and/or such other carrier(s) as the Corporation, in its sole
discretion, may select for purposes of providing insurance under this
Plan


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(i) "Measurement Date" shall mean the earlier of:


(i) The Employee's Termination of Employment;


(ii) The termination of this Agreement in
accordance with Section 9 below;


(iii) The occurrence of a Change of Control Event;


(iv) The Employee's Retirement; or


(v) The Employee's death.


(j) "Disability" shall mean (i) a period of disability
during which the Employee qualifies for benefits under a disability plan
sponsored by the Corporation, (ii) if the Employee does not participate
in such a plan, a period of disability during which the Employee would
have qualified for benefits under such a plan had the Employee been a
participant in such a plan, or (iii) if the Corporation no longer
sponsors a long-term disability plan, a permanent disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.


(k) "Policy" shall mean the following policy or policies on
the life of the Employee that is issued by the Insurer:


Policy Number Insurer Type of policy
------------- ------- --------------


_____________ Sun Life of Canada Universal Life


_____________ Security Life of Denver Universal Life


(l) "Required Cash Surrender Value" shall mean, at the time
of a specified Measurement Date, the minimum amount of cash surrender
value that is needed in the Policy to support a death benefit that is
equal to one multiplied by the Employee's Base Annual Salary, determined
at the time of the specified Measurement Date, assuming that the Policy
will be held without surrender or loan until the Employee reaches age 90
and that the fixed interest rate to be used to project earnings on the
Policy up to the specified age is the Insurer's announced interest rate
under the Policy at the time of the specified Measurement Date. Despite
the foregoing, if a Change of Control Event occurs with respect to the
Employee, the Base Annual Salary that is used to calculate the Required
Cash Surrender Value shall be the higher of the Employee's Base Annual
Salary at the time of his or her Termination of Employment or at the time
of the Change of Control Event.


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(m) "Retirement" shall mean retirement (whether early,
normal or late) as defined under the Corporation's qualified retirement
plan, as that plan may be amended from time to time.


(n) "Tax Limitation Date" shall mean the date on which the
Policy will no longer be subject to those provisions of Section
7702(f)(7) and Section 7702A of the Internal Revenue Code of 1986, as
amended (the "Code"), that would cause any loan, distribution or
surrender from or under the Policy to be taxed under those Sections or
Section 72 of the Code.


(o) "Termination of Employment" shall mean the ceasing of
employment with the Company for any reason other than Retirement,
Disability, death, an authorized leave of absence or a Change of Control
Event.


(p) "Term of this Agreement" shall mean the completion of
all performances required by the Employee and the Corporation under this
Agreement.


2. Acquisition of Policy; Ownership of Insurance. The parties to this Agreement shall cooperate in applying for and obtaining the Policy. The Policy shall be issued to the Employee as the sole and exclusive owner of the Policy, subject to a collateral assignment in favor of the Corporation, as provided in this Agreement and the Collateral Assignment Agreement.


3. Premium Payments on Policy.


(a) During the Term of this Agreement, the Corporation
shall pay to the Insurer, on or before each applicable premium due date,
all applicable premiums for the Policy. In the event that the
Corporation fails to make any such payment, the Employee may make (but is
not required to make) any such payment, and the Corporation shall
immediately pay to the Employee any amount so paid. All such premium
payments made by the Corporation under this Agreement shall constitute
advances by the Corporation to the Employee for which the Employee shall
be responsible, to the extent of the Corporation's Collateral Interest,
for repayment in accordance with the terms of this Agreement.


(b) All dividends declared or distributions made on the
Policy, if any, shall be applied to buy additional paid-up insurance.


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4. Corporation's Rights. The Corporation's interests in and to the Policy shall be specifically limited to (i) the right to be paid the Collateral Interest upon the occurrence of the Measurement Date in accordance with Section 6 below, and (ii) the right to obtain one or more loans or advances on the Policy, either from the Insurer or, at any time, from other persons, and to pledge or assign the Policy as security for such loans or advances; provided, however, that such loans or pledges shall not in the aggregate exceed the Aggregate Premiums Paid by the Corporation at any specified date without the written consent of the Employee. With respect to (ii) above, the sole signature of a duly authorized representative of the Corporation shall be sufficient for the exercise of the Corporation's right to borrow from the Policy or to pledge the Policy.


5. Employee's Rights.


(a) The Employee shall remain the owner of the Policy.
Except as otherwise provided in this Agreement (including Section 5(b)
below) and the Collateral Assignment Agreement, all rights in the Policy,
including, without limitation, the right to name or change the
beneficiary, shall remain exercisable by the Employee or his or her
permitted transferee. The rights granted to the Corporation by this
Agreement and the Collateral Assignment Agreement are intended to be no
greater than are necessary to secure the Corporation's Collateral
Interest, either from the Cash Surrender Value of the Policy during the
Employee's lifetime, or from the Policy's death proceeds upon the
Employee's death.


(b) Except as otherwise provided in this Agreement, without
the prior written consent of the Corporation, (i) the Employee shall have
no right to borrow against the Policy during the Term of this Agreement,
and (ii) the Employee or his or her permitted transferee shall not have
the right to surrender, cancel or assign the Policy during the Term of
this Agreement.


(c) For purposes of this Agreement, an Employee who has a
Disability will continue to be considered an employee of the Corporation
until the occurrence of a Measurement Date.


6. Collateral Interest.


(a) Upon the occurrence of the Measurement Date, the
Corporation's interest in the Policy (the "Collateral Interest") shall be
determined in the following manner:


(i) Upon the Employee's Termination of Employment, or
upon a termination of this Agreement by either party in accordance
with Section 9 below, the Corporation shall be entitled to an
amount that is equal to that portion of the Policy's Cash Surrender
Value that does not exceed the Aggregate Premiums Paid, plus the
difference, if any, between the remaining Cash Surrender Value and
the Required Cash Surrender Value, all as determined at the time of
such Measurement Date.


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(ii) Upon the Employee's Retirement, the Corporation
shall be entitled to an amount that is equal to that portion of the
Policy's Cash Surrender Value that does not exceed the Aggregate
Premiums Paid, plus the difference, if any, between the remaining
Cash Surrender Value and the Required Cash Surrender Value, all as
determined at the time of such Measurement Date. Despite the
foregoing, if, at the time of the Measurement Date, the Policy's
remaining Cash Surrender Value (after taking into account the
Corporation's Collateral Interest described in the preceding
sentence) is less than the Required Cash Surrender Value, then the
Corporation's Collateral Interest specified in the preceding
sentence shall be reduced by the amount that the Required Cash
Surrender Value exceeds the remaining Cash Surrender Value.


(iii) Upon a Change of Control Event with respect to
the Employee, the Corporation shall be entitled to an amount that
is equal to that portion of the Policy's Cash Surrender Value that
does not exceed the Aggregate Premiums Paid. Despite the
foregoing, if, at the time of the Measurement Date, the Policy's
remaining Cash Surrender Value (after taking into account the
Corporation's Collateral Interest described in the preceding
sentence) is less than the Required Cash Surrender Value, then the
Corporation's Collateral Interest specified in the preceding
sentence shall be reduced by the amount that the Required Cash
Surrender Value exceeds the remaining Cash Surrender Value.


(iv) Upon the death of the Employee, the Corporation
shall be entitled to that portion of the Policy's death proceeds
that exceeds the Employee's Death Benefit.


(b) Subject to Section 6(d) below, the Corporation's
Collateral Interest in the Policy, as determined in Section 6(a) above,
shall be paid to the Corporation in one of the following ways, as elected
by the Employee, within 30 days of the applicable Measurement Date, and
shall be paid as soon as is reasonably practical after the applicable
Measurement Date, but in no event more than 90 days after that date:


(i) Surrender, or partially surrender, the Policy and
pay to the Corporation (or arrange for the Insurer to pay directly
to the Corporation to the extent of the proceeds payable on
surrender) an amount equal to the Corporation's Collateral
Interest;


(ii) Retain the Policy and take a loan out on the
Policy and pay to the Corporation an amount equal to the
Corporation's Collateral Interest, provided that the Corporation
shall not be responsible for any interest that may accrue on any
such loan;


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