Anadarko Retirement Restoration Plan

Exhibit 10.2 ANADARKO RETIREMENT RESTORATION PLAN (As Amended and Restated Effective as of November 7, 2007)


Table of Contents Description Page Article I Purposes of the Plan 1 Article II Definitions 1 2.01 Definitions 1 (a) Act 1 (b) Actuarial Equivalent 1 (c) Affiliated Entity 1 (d) Beneficiary 2 (e) Code 2 (f) Committee 2 (g) Company 2 (h) Directors 2 (i) Eligible Employee 2 (j) Employee 2 (k) Employer 2 (l) Employment 2 (m) Limitations 2 (n) Participant 2 (o) Plan 2 (p) Plan Year 2 (q) Retirement Plan 3 (r) Separation from Service 3 (s) Specified Employee 3 Article III Administration 3 3.01 Composition of Administrative Committee 3 3.02 Administration of Plan 3 3.03 Action by Committee 3 3.04 Delegation 4 3.05 Reliance Upon Information 4 3.06 Indemnity of Plan Administration Employee 4 Article IV Eligibility 5 Article V Amount of Benefit 5 5.01 General Benefits 5 5.02 Supplemental Benefits 5 5.03 Other Supplemental Benefits 6 i


Article VI Payment of Benefits 6 6.01 Lump Sum Benefit 6 6.02 Payment Under Retirement Plan Before 2009 7 6.03 Specified Employees 7 Article VII Participant' s Rights and Nature of Plan 7 Article VIII Amendment and Discontinuance 8 Article IX Claims Procedure 9 9.01 Filing a Claim 9 9.02 Denial of Claim 9 9.03 Reasons for Denial 9 9.04 Review of Denial 9 9.05 Decision Upon Review 10 9.06 Other Procedures 10 9.07 Finality of Determinations; Exhaustion of Remedies 10 9.08 Effect of Committee Action 11 Article X Miscellaneous 11 10.01 Construction 11 10.02 Powers of the Company 11 10.03 Beneficiary Designations 12 10.04 Limitation of Rights 12 10.05 Distribution due to Qualified Domestic Relations Order 13 10.06 Nonalienation of Benefits 13 10.07 Facility of Payments 13 10.08 Withholding of Taxes 13 10.09 Adoption of Plan by Affiliated Entity 14 10.10 Waiver 14 10.11 Notice 14 10.12 Severability 14 10.13 Gender, Tense and Headings 14 10.14 Governing Law 14 ii


ANADARKO RETIREMENT RESTORATION PLAN (As Amended and Restated Effective as of November 7, 2007) Article I
Purposes of the Plan The purposes of the Anadarko Retirement Restoration Plan (the " Plan" ), as sponsored by Anadarko Petroleum Corporation (the " Company" ), are (i) to recognize the value to the Company of the past and present services of the Eligible Employees and (ii) to encourage their continued employment service by providing benefits for their future retirement security. The Plan was created because of certain Limitations which are imposed on the Retirement Plan by the Code. The Plan is intended to constitute an unfunded " deferred compensation plan" characterized as a " top-hat plan" for " a select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Act. The Plan was originally effective as of January 1, 1995, amended effective as of July 31, 2003, and is hereby amended and restated generally effective as of November 7, 2007 (the " Effective Date" ) except as may be otherwise noted herein, primarily for the purposes of (i) incorporating changes required by Code Section 409A, (ii) designating certain amounts held under the Plan as being exempt from the requirements of Code Section 409A, and (iii) incorporating other desired changes into the Plan. The Plan is intended to comply with the requirements of Code Section 409A for nonqualified deferred compensation plans and is to be construed in accordance with Code Section 409A to avoid the imposition of any type of taxation under Code Section 409A. Article II
Definitions 2.01 Definitions . Where the following words and phrases appear in this Plan they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. (a) Act . The Employee Retirement Income Security Act of 1974, as amended and the regulations and other authority issued thereunder by the appropriate governmental authority. (b) Actuarial Equivalent . The equivalence of a benefit, as determined by an actuary appointed by the Committee (" Actuary" ), in terms of another benefit utilizing such assumptions as in the aggregate represent the Actuary' s best estimate of equivalent value for the purpose for which the determination is being made. (c) Affiliated Entity . An entity which is affiliated by common ownership or control with the Company.


(d) Beneficiary . Means the beneficiary or beneficiaries designated by the Participant, in accordance with Section 10.03 , to receive any amounts distributable under the Plan upon his death. (e) Code . The Internal Revenue Code of 1986, as amended and the regulations and other authority related thereto. (f) Committee . The Administrative Committee appointed by the Directors to administer the Plan. (g) Company . Anadarko Petroleum Corporation or its successor in interest. (h) Directors . The Board of Directors of the Company or the Compensation and Benefits Committee of the Board of Directors. (i) Eligible Employee . An Employee who participates in the Retirement Plan and whose benefits are reduced by Limitations or whose taxable compensation has been reduced as a result of an election by the Employee to defer compensation pursuant to a deferred compensation plan maintained by an Employer. (j) Employee . An Employee as defined in the Retirement Plan. (k) Employer . The Company or an Affiliated Entity which has adopted the Plan. (l) Employment . Means that the individual is in employment as an Employee. In this regard, neither the transfer of a Participant from employment by an Employer to employment by an Affiliated Entity nor the transfer of a Participant from employment by an Affiliated Entity to employment by an Employer shall be deemed to be a Separation from Service by the Participant. (m) Limitations . The aggregate of the limitations imposed under Code Sections 401(a)(17) and 415 plus any amounts deferred as the result of an election by an Employee to defer compensation pursuant to a deferred compensation plan maintained by an Employer. (n) Participant . Any Eligible Employee who has been designated by the Committee to participate in the Plan or any other individual who has an accrued benefit under the Plan which has not been fully distributed. (o) Plan . The Anadarko Retirement Restoration Plan, as it may be amended from time to time. (p) Plan Year . The twelve consecutive month period commencing on January 1 of each year.

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(q) Retirement Plan . The Anadarko Retirement Plan, as amended from time to time. (r) Separation from Service . The Participant' s separation from service with the Employer and all Affiliated Entities, within the meaning of Code Section 409A. (s) Specified Employee . Any Participant who is a " Specified Employee" (as defined in Code Section 409A) upon his Separation from Service, as determined by the Company or the Committee. Article III
Administration 3.01 Composition of Administrative Committee . The administrative committee shall be comprised of such Employees as chosen by the Directors to constitute such committee (the " Administrative Committee" or " Committee" ). Each member of the Committee shall serve at the pleasure of the Directors, and the Directors may remove or replace a member of the Committee pursuant to procedures established by the Directors. A member of the Committee may also be a Participant. A member of the Committee who is also a Participant shall not vote or otherwise act on any matter relating solely to himself. The members of the Committee shall not receive any special compensation for serving in their capacities as members of the Committee but shall be reimbursed by the Company for any reasonable expenses incurred in connection therewith. No bond or other security need be required of the Committee or any member thereof. 3.02 Administration of Plan . The Committee shall operate, administer, interpret, construe and construct the Plan, including correcting any defect, supplying any omission or reconciling any inconsistency. The Committee shall have all powers necessary or appropriate to implement and administer the terms and provisions of the Plan, including the power to make findings of fact. The determination of the Committee as to the proper interpretation, construction, or application of any term or provision of the Plan shall be final, binding, and conclusive with respect to all Participants and other interested persons. 3.03 Action by Committee . A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, the Committee may take any other action otherwise proper under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.

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3.04 Delegation . The Committee may, in its discretion, delegate one or more of its duties to its designated agents or to an Employee, but it may not delegate its authority to make the determinations specified in Section 3.02 . 3.05 Reliance Upon Information . No member of the Committee shall be liable for any decision, action, omission, or mistake in judgment, provided that he acted in good faith in connection with the administration of the Plan. Without limiting the generality of the foregoing, any decision or action taken by the Committee (or member thereof) in reasonable reliance upon any information supplied to it by the Directors, any Employee, the Employer' s legal counsel, the Employer' s independent accountants or the Actuary, shall be deemed to have been taken in good faith. The Committee (or an individual member thereof) may consult with legal counsel, who may be counsel for the Employer or other counsel, with respect to its obligations or duties hereunder, or with respect to any action, proceeding or question at law, and shall not be liable with respect to any action taken or omitted, in good faith, pursuant to the advice of such counsel. 3.06 Indemnity of Plan Administration Employee . To the full extent permitted by law, the Company shall defend, indemnify and hold harmless each past, present and future member of the Committee and each other Employee who acts in the capacity of an agent, delegate or representative of the Committee under the Plan (hereafter, all such indemnified persons shall be jointly and severally referred to as " Plan Administration Employee" ) against, and each Plan Administration Employee shall be entitled without further act on his part to indemnity from the Company for, any and all losses, claims, damages, judgments, settlements, liabilities, expenses and costs (and all actions in respect thereof and any legal or other costs and expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including the cost of investigating, preparing or defending any pending, threatened or anticipated action, claim, suit or other proceeding, whether or not in connection with litigation in which the Plan Administration Employee is a party (collectively, the " Losses" ), as and when incurred, directly or indirectly, relating to, based upon, arising out of, or resulting from his being or having been a Plan Administration Employee; provided, however, that such indemnity shall not include any Losses incurred by such Plan Administration Employee with respect to any matters as to which he is finally adjudged in any such action, suit or proceeding to have been guilty of gross negligence or intentional misconduct in the performance of his duties as a Plan Administration Employee. The foregoing right of indemnification shall be in addition to any liability or obligation that any Employer may otherwise have to the Plan Administration Employee, and shall be in addition to all other rights to which the Plan Administration Employee may be entitled as a matter of law, contract, or otherwise. The Plan Administration Employee shall have the right to retain counsel of its own choice to represent him, provided that such counsel is acceptable to the Employer (which acceptance shall not be unreasonably withheld). The Company shall pay the fees and expenses of such counsel, and such counsel shall to the full extent consistent with its professional responsibilities cooperate with the Employer and its counsel. The rights of

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indemnification under this Section 3.06 shall inure to the benefit of the successors and assigns, and the heirs, executors, administrators and personal representatives of each Plan Administration Employee, shall be in addition to any liability or obligation that any Employer may otherwise have to the Plan Administration Employee and shall be in addition to all other rights to which the Plan Administration Employee may be entitled as a matter of law, contract, or otherwise. Article IV
Eligibility Before the start of a Plan Year, or at any other time and from time to time, the Committee, in its sole discretion, shall designate the Participants and the effective date and other terms and conditions of participation; provided, however, an Employee may be a Participant only if the Committee determines that such individual is " a member of a select group of management or highly compensated employees" of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Act. Article V
Amount of Benefit 5.01 General Benefits . The benefits payable under this Plan to a Participant (or Beneficiary thereof) shall be paid at the time and in the manner described in Article VI 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 Participant or Beneficiary under the Retirement Plan if the provisions of the Retirement Plan were administered without regard to the Limitations; and (b) is the benefit, if any, that is in fact payable to such Participant or Beneficiary under the Retirement Plan.Benefits determined under this Section 5.01 shall be computed by the Actuary in accordance with the foregoing and with the objective that such recipient should receive under the Plan and the Retirement Plan that total aggregate amount which would have been payable to that recipient solely under the Retirement Plan but without regard to imposition of the Limitations. The benefits provided under this Plan shall be subject to the same vesting schedule that applies to the Participant under the Retirement Plan, and he shall thus vest hereunder on the same terms as provided in the Retirement Plan but subject to Schedule A . 5.02 Supplemental Benefits . In the case of a Participant who would have been entitled to supplemental benefits under the Retirement Plan but for the fact that his compensation for the calendar year ending December 31, 2002 exceeded the $200,000 limit under the terms of the Retirement Plan, such Participant shall be entitled to a

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supplemental benefit under this Plan as determined in accordance with the formula described in this Section 5.02 . If the Employment of a Participant is terminated and (1) such termination is designated by the Employer, in its sole discretion, as being part of a " reduction in force program," (2) the Participant' s designated termination date occurs on or after July 31, 2003 and on or before December 31, 2003, and (3) as of the designated termination date, the Participant had attained the age of 45, completed 5 or more years of Vesting Service (as defined in the Retirement Plan) and the sum of the Participant' s age and Vesting Service equals or exceeds 60, such Participant will qualify for an early retirement benefit under the Retirement Plan commencing as of his Normal Retirement Date (as defined in the Retirement Plan) or as of the first day of the first month coinciding with or next following the date he attains the age of 55 or the first date of any subsequent month pursuant to the terms of the Retirement Plan, reduced as described under the Retirement Plan. Such Participant' s Annuity Starting Date (as defined in the Retirement Plan) shall be as described under the Retirement Plan. A Participant who satisfied the conditions in clauses (1), (2), and (3) of the previous sentence shall not be eligible for the supplemental benefit under the Retirement Plan if his compensation for the calendar year ending December 31, 2002 exceeded the $200,000 limit under the terms of the Retirement Plan, and thus such Participant shall receive the Actuarial Equivalent of such supplemental benefits under this Plan in the manner, and at the time, as prescribed in Article VI . 5.03 Other Supplemental Benefits . Upon Separation from Service, the Company shall pay or cause to be paid to such Participant (or his Beneficiary) other supplemental benefits as determined by the Directors and contained in any other Employer-provided plan or program or in the Participant' s employment contract or other agreement with the Employer; provided that such supplemental benefits for each Participant entitled to such other supplemental benefits are set forth on Schedule A attached and incorporated into this Plan for all purposes (which may be amended or supplemented from time to time), including the amount, type, and terms and conditions of such other supplemental benefits. Other supplemental benefits under this Section 5.03 shall be vested and nonforfeitable to the extent provided in the applicable Employer-paid plan or program, the Participant' s employment contract or other agreement with the Employer, or as set forth on Schedule A to the Plan. Notwithstanding the foregoing, this Section 5.03 shall ...