First Amendment To Anadarko Retirement Restoration Plan

Exhibit 10(b)xxxiii FIRST AMENDMENT TO
ANADARKO RETIREMENT RESTORATION PLAN WHEREAS, Anadarko Petroleum Corporation (" Anadarko" ) has heretofore adopted the Anadarko Retirement Restoration Plan (the " Plan" ); and WHEREAS, the Company desires to amend the Plan; NOW, THEREFORE, the Plan shall be amended as follows: 1. Effective as of July 31, 2003, Article V of the Plan shall be deleted and the following shall be substituted therefor:" V.
Amount of Benefits 5.01 General Benefits . The benefit payable to a Participant in the Plan, or his beneficiary or beneficiaries, shall be paid at the time and in the manner described in Article VI hereof based upon an amount equal to the Actuarial Equivalent of the excess, if any of (a) over (b) where: (a) is the benefit that would have been payable to such employee or on his behalf to his beneficiary or beneficiaries under the Retirement Plan if the provisions of the Retirement Plan were adminis ...