SECOND AMENDMENT TO
ANADARKO PETROLEUM CORPORATION
1993 STOCK INCENTIVE PLAN
WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Company") has heretofore adopted the
ANADARKO PETROLEUM CORPORATION 1993 STOCK INCENTIVE PLAN as amended (the "Plan");
WHEREAS, the Company desires to amend the Plan:
NOW, THEREFORE, the Plan shall be amended, effective as of January 29, 1998, as follows:
1. Section 8 shall be replaced in its entirety by the following:
"SECTION 8. CHANGE OF CONTROL.
(a) Notwithstanding any other provision of the Plan to the contrary, in the event of a "Change of Control" (as
(i) Any Options and Stock Appreciation Rights outstanding as of the date such Change of Control is determined
to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the
full extent of the original grant.
(ii) The restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of
all restrictions and become fully vested and transferable to the full extent of the original grant.
(b) In addition to the Committee's authority set forth in Section 7(c) and Section 8(a) of the Plan, in order to
maintain the Participants' rights in the event of any Change of Control, as hereinafter defined, the Committee, as
constituted before such Change of Control, is hereby authorized, and has sole discretion, as to any Award, either
at the time such Award is made hereunder or any time thereafter, to take any one or more of the following
actions: (i) provide for the purchase of any such Award, upon the Participant's request, for an amount of cash
equal to the amount that could have been attained upon the exercise of such Award or realization of the
Participant's rights had such Award been currently exercisable or payable; (ii) make such adjustment to any such
Award then outstanding as the Committee deems appropriate to reflect such Change of
Control; or (iii) cause any such Award then outst