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EXHIBIT 10(b)(iv)
FIRST AMENDMENT TO
DIRECTOR DEFERRED COMPENSATION AGREEMENT
1987, 1988, 1989 and 1990 PLAN YEAR
WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Corporation") has
heretofore adopted the DIRECTOR DEFERRED COMPENSATION PLAN as amended on
January 29, 1998 (the "Plan"); and
WHEREAS, the Corporation has entered into the DIRECTOR DEFERRED
COMPENSATION AGREEMENTS for the 1987, 1988, 1989 and 1990 Plan Years (the
"Agreements"); and
WHEREAS, the Corporation desires to amend each of the Agreements:
NOW, THEREFORE, each of the Agreements shall be amended, effective as
of January 29, 1998, as follows:
1. Item VII shall be replaced in its entirety by the following:
"VII.
TERMINATION FOLLOWING
A CHANGE OF CONTROL
If Director ceases to be a member of the Board of Directors of the
Corporation prior to attainment of age 55 and in connection with or after a
"Change of Control", as defined in the Plan, Director shall for purposes of
the Plan and this Agreement be considered to have remained a member of the
Board of Directors of the Corporation until the earlier of (i) his death, in
which case the Corporation shall pay to Director's beneficiary payments
pursuant to Item V above or (ii) the date Director would have been eligible for
benefit payments pursuant to Item III above, in which case Corporation shall
pay to Director payments pursuant to Item III above."
2. As amended hereby, each of the Agreements is specifically ratified and
reaffirmed.
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IN WITNESS WHEREOF, the parties have caused these presents to be
executed this 29th day of January, 1998.
ANADARKO PETROLEUM CORPORATION
By
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Xxxxxxx X. Xxxxxx
Senior Vice President, Administration
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Xxxxx X. Xxxxx
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