1
EXHIBIT 10(b)(xxvii)
FIRST AMENDMENT TO
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
1987, 1988, 1989 AND 1990 PLAN YEARS
WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Corporation") has
heretofore adopted the EXECUTIVE DEFERRED COMPENSATION PLAN as amended on
January 29, 1998 (the "Plan"); and
WHEREAS, the Corporation has entered into EXECUTIVE 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 in each of the Agreements shall be replaced in its entirety
by the following:
"VII.
TERMINATION FOLLOWING
A CHANGE OF CONTROL
If Employee's employment is terminated prior to the date he is
eligible for early retirement under the Anadarko Retirement Plan and at any
time after a "Change of Control", as defined in the Plan, the Employee shall
for purposes of the Plan and this Agreement be considered to have remained
employed by the Corporation until the earlier of (i) his death, in which case
the Corporation shall pay to the Employee's beneficiary payments pursuant to
Item V above or (ii) the date he would have been eligible for benefit payments
pursuant to Item III above, in which case the Corporation shall pay to the
Employee payments pursuant to Item III above."
2. As amended hereby, each of the Agreements is specifically ratified and
reaffirmed.
2
IN WITNESS WHEREOF, the parties have caused these presents to be
executed this 29th day of January, 1998.
ANADARKO PETROLEUM CORPORATION
By
------------------------------------
J. Xxxxxxx Xxxxxx
Vice President and General Counsel
--------------------------------------
Xxxxxxx X. Xxxxxx
-2-
