EXHIBIT 10(b)(xxxiii)
RETIREMENT BENEFIT AGREEMENT
This Retirement Benefit Agreement ("Agreement"), effective July 1, 2003, is made
and entered into by Xxxxxx X. Xxxxxxx, Xx. referred to as "Employee" and
Anadarko Petroleum Corporation ("Anadarko" or the "Company").
WHEREAS, as a result of the Employee's agreement to continue with the Company as
Chairman, CEO and President, the Employee and Company agree to the following:
1. MINIMUM RETIREMENT BENEFIT. If the Employee remains employed with the
Company beyond July 1, 2003, then, when he is otherwise eligible for
and elects to receive retirement benefits under the Anadarko Retirement
Plan (the "Basic Plan") and, if applicable, the Anadarko Retirement
Restoration Plan (the "Restoration Plan") (collectively, the "Plans"),
he shall be entitled to receive retirement benefits equal to the
greater of (a) the benefits calculated under the Plans as of the date
of his actual retirement (the "Actual Retirement Benefit") or, (b) the
retirement benefits which would have been payable to him under the
Plans, calculated as if he had retired on July 1, 2003 (the "2003
Retirement Benefit"). If the Employee's ultimate retirement benefits
are payable under (b) above, then the difference between the 2003
Retirement Benefit and the Actual Retirement Benefit will be paid from
the Restoration Plan. For purposes of calculating the Plans' lump sum
benefit under (b) above, the Plans' lump sum factor in effect as of
July 1, 2003, based on the Employee's age as of that date, will be
utilized.
If the Employee remains employed with the Company beyond July 1, 2003
and dies before he is otherwise eligible for and elects to receive
retirement benefits under the Plans, then any survivor benefits payable
under the Plans will be calculated as described in the immediately
preceding paragraph, provided that any survivor benefits payable from
the Restoration Plan will be paid in the form of a lump sum.
2. LIFE INSURANCE BENEFIT. The Company agrees to keep in force, until the
Employee's retirement date, the following split dollar life insurance
policies on the life of the Employee: (i) policy number 2102747 with
Security Life of Denver and (ii) policy number C01600001 with Sun Life
Financial. Effective July 1, 2003, the Company will also enroll the
Employee under the Company's Management Life Insurance Plan ("MLIP"),
as restated on November 1, 2002, and provide the Employee with
additional life insurance protection as provided under the MLIP. In
addition, beginning in the calendar year 2003, the Company agrees to
gross-up the taxes applicable to the Employee as a result of any
imputed income from the insurance coverage provided under the split
dollar life insurance policies.
3. GOVERNING LAW. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Texas without
regard to principles of conflict of law.
4. DEFINED TERMS. Any terms defined in any provision herein, shall have
equal meaning when used in any other provision of this Agreement.
5. ENTIRE AGREEMENT. This Agreement shall constitute the entire Agreement
between the parties and any prior understanding or representation of
any kind preceding the date of this Agreement shall not be binding upon
either party except to the extent incorporated in this Agreement.
6. MODIFICATIONS. Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement
shall be binding only if evidenced in writing signed by each party or
an authorized representative of each party.
7. SUCCESSOR CLAUSE. As used herein, Anadarko or the Company means
Anadarko Petroleum Corporation or any successor.
ANADARKO PETROLEUM CORPORATION
By:
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Xxxxxxx X. Xxxxxx
Executive Vice President, Administration
Dated this day of , 2003.
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EMPLOYEE
By:
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Xxxxxx X. Xxxxxxx, Xx.
Dated this day of , 2003.
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