Life Insurance Plan

ANADARKO PETROLEUM CORPORATION
MANAGEMENT LIFE INSURANCE PLAN


(Restated November 1, 2002)


I.


ESTABLISHMENT OF THE PLAN


1.01 PURPOSE. Anadarko Petroleum Corporation (the "Company") hereby restates, effective November 1, 2002, the Anadarko Petroleum Corporation Management Life Insurance Plan (the "Plan") for the purpose of providing death benefits payable to the designated beneficiary or beneficiaries of selected employees and retirees of the Company in the event of the death of an employee or retiree. The Company intends that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and administered as a "top hat" plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").


II.


DEFINITIONS


2.01 DEFINITIONS. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.


(1) ADMINISTRATOR: The Executive Vice President, Administration of
the Company.


(2) BASE ANNUAL SALARY: 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 Company, before reduction for
compensation deferred pursuant to all qualified, non-qualified and Code
Section 125 plans of the Company.


(3) BENEFICIARY: The individual or entity designated by a
Participant to receive the death benefit payable under the Plan upon the
death of such Participant.


(4) BENEFIT SALARY: Benefit Salary is a Participant's base annual
salary (if in $1,000 increments) or his base annual salary rounded up to
the next $1,000.
(5) CHANGE OF CONTROL: A Change of Control will have the same
meaning as such term is defined in either the Company's (i) Key Employee
Change of Control Contract, or (ii) Change of Control Severance Pay Plan.
The applicable definition of Change of Control will be based on the plan
that the terminating Participant participates in, and if the Participant
participates in both plans, the definition that is most favorable to the
Participant.


(6) COMPANY: Anadarko Petroleum Corporation and any participating
subsidiaries.


(7) DISABLED PARTICIPANT: A Participant who is receiving long term
disability benefits under the Anadarko Petroleum Corporation Comprehensive
Welfare Benefits Plan.


(8) EMPLOYEE: A person who is working for the Company and is
classified as an employee of the Company.


(9) ERISA: The Employee Retirement Income Security Act of 1974, as
amended.


(10) PARTICIPANT: Any Employee or Retiree of the Company who is
designated a Participant of the Plan by the Administrator.


(11) PLAN: The Anadarko Petroleum Corporation Management Life
Insurance Plan.


(12) PLAN YEAR: Each twelve consecutive month period ending on
December 31.


(13) RETIREE: A former employee, who at the time of his separation
of employment from the Company, is a Participant in the Plan and who is at
least 55 years of age with at least 10 years of service and who is
eligible to participate in the Company's retiree medical and dental plans.


2.02 NUMBER AND GENDER. Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in this Plan, shall be deemed to include the feminine gender.


-2-


III.


BENEFITS


3.01 BENEFITS. Benefits under the Plan shall be contingent on the continued employment, disability, or retirement of the Participant. In the event the employment of the Participant by the Company is terminated for any reason other than retirement, disability, or due to a Change of Control, then the Plan shall have no further obligation to the Participant.


3.02 DISABILITY BENEFITS. A Disabled Participant will be treated as if he or she is actively employed by the Company for purposes of determining the amount of benefits to which the Disabled Participant is entitled under the Plan. If a Disabled Participant is no longer receiving long term disability benefits from the Company, then his or her status under the Plan will be determined based on the nature of the Participant's employment status with the Company immediately thereafter.


3.03 CHANGE OF CONTROL BENEFITS. In the event the employment of the Participant by the Company is terminated due to a Change of Control and the Participant receives a benefit under a Change of Control plan of the Company, then the Participant will be treated as if he or she is a Retiree for purposes of determining the amount of benefits to which the Participant is entitled under the Plan.


3.04 AMOUNT OF BENEFITS. In the event of the death of a Participant while employed by the Company, the Company shall thereafter pay a lump sum cash payment (the "Benefit Payment") equal to four (4) times the Participant's Benefit Salary less two (2) times Benefit Salary or the maximum benefit under the Company's Basic Life Insurance Plan in effect at the time of death, whichever is less. The payment will be made as soon as administratively feasible following the date of his or her death, to the Participant's designated Beneficiary, in accordance with the last such designation received by the Company from the Participant prior to his or her death. In the event of the death of a Participant who is a Retiree, the Company shall thereafter pay a lump sum cash payment (the "Benefit Payment") equal to one (1) times the Retiree's Benefit Salary in effect at the time of his or her retirement as soon as administratively feasible following the date of his or her death, to the Retiree's designated Beneficiary, in accordance with the last such designation received by the Company from the Retiree prior to his or her death.


In addition, the Company shall pay to the Beneficiary an additional amount (the "Gross-Up Payment") such that the net amount retained by the Beneficiary from both the Gross-Up Payment and the Benefit Payment combined, after deduction of any federal income, federal employment, and state and local income tax withholding from the Benefit Payment and the Gross-Up Payment, shall be equal to the Benefit Pay ...