ANADARKO PETROLEUM CORPORATION
MANAGEMENT LIFE INSURANCE PLAN
(Restated November 1, 2002)
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").
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 Contro