Termination Agreement for Anadarko Petroleum Corporation Director Deferred Compensation Plan (July 11, 2000)

Summary

Anadarko Petroleum Corporation is formally ending its Director Deferred Compensation Plan, effective July 11, 2000, due to changes in federal tax laws that negatively impact the company's costs. Active directors as of that date will receive a lump sum cash payment as specified in the plan, with possible additional amounts at the company's discretion. Directors who are no longer active but are receiving or scheduled to receive annual payments will continue to get those installments, but will not receive any extra payments due to the plan's termination.

EX-10.B.V 2 h84415ex10-b_v.txt TERMINATION OF DIRECTOR DEFERRED COMPENSATION PLAN 1 Exhibit 10(b)(v) TERMINATION OF ANADARKO PETROLEUM CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN (AS AMENDED AND RESTATED APRIL 1, 1987) WHEREAS, Anadarko Petroleum Corporation (the "Corporation") has heretofore adopted the Anadarko Petroleum Corporation Director Deferred Compensation Plan; and WHEREAS, the Corporation has the power to and desires to terminate the Plan pursuant to the provisions of Section 11 thereof because federal tax laws have, first, been construed by the Internal Revenue Service and, thereafter, changed by the Health Insurance Portability and Accountability Act of 1996 and the Taxpayer Relief Act of 1997 in such a manner as to materially adversely affect the Corporation's after-tax net cost in providing benefits due under the Plan; NOW, THEREFORE, the Plan shall be terminated, effective as of July 11, 2000 and, in accordance with such termination: 1. The Corporation shall pay to each Director who is an active Director as of July 11, 2000, in lieu of amounts otherwise payable or not theretofore paid, the amount described in Section 11 of the Plan as required to be paid incident to the termination of the Plan pursuant to such Section plus such additional amount as the Corporation may, in its sole discretion, elect to pay to such Director. The payments described in this item 1 to the Directors incident to the termination of the Plan shall be paid in lump sum cash payments, as soon as practicable after July 11, 2000. 2. The Corporation agrees to make the installment payments required under the Plan and his or her Agreement to each Director to whom annual installment payments under his or her Agreement have commenced or are scheduled to be paid because he is not a Director as of July 11, 2000. No additional amount shall be paid in connection with the termination of the Plan to any such Director. 3. Capitalized terms as used in this instrument have definitions ascribed to them under the Plan. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this ____ day of _______________________, 2000. ANADARKO PETROLEUM CORPORATION By:_________________________________