1ST Amend. Mangement Life Insurance Plan

FIRST AMENDMENT TO
ANADARKO PETROLEUM CORPORATION
MANAGEMENT LIFE INSURANCE PLAN


WHEREAS, Anadarko Petroleum Corporation ("Anadarko") has heretofore adopted the Anadarko Petroleum Corporation Management Life Insurance Plan (the "Plan"); and


WHEREAS, Anadarko desires to amend the Plan;


NOW, THEREFORE, the Plan shall be amended as follows:


1. Effective June 30, 2003, the following definition under
Section 2.01 (13) shall be replaced in its entirety:


"(13) RETIREE: A former Employee who became a Participant
in the Plan on or before June 30, 2003 and who at the time of
his retirement from the Company is at least 55 years of age ...