Second Amendment to Restatement of the 1987 Stock Option Plan (Anadarko Petroleum Corporation)

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Summary

Anadarko Petroleum Corporation has amended its 1987 Stock Option Plan to clarify that certain transactions related to a merger agreement with Dakota Merger Corp. and Union Pacific Resources Group Inc. will not be considered a Change of Control under the plan. This amendment, effective March 30, 2000, ensures that stock option provisions tied to a Change of Control are not triggered by actions related to this specific merger. The rest of the plan remains in effect as previously ratified.

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EX-10.B.XIII 6 h11639exv10wbwxiii.txt 2ND AMEND. TO 1987 STOCK OPTION PLAN EXHIBIT 10(b)(xiii) SECOND AMENDMENT TO RESTATEMENT OF THE 1987 STOCK OPTION PLAN WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Company") has heretofore adopted and amended the 1987 STOCK OPTION PLAN ("Plan"); and WHEREAS, the Company desires to further amend the Plan: NOW, THEREFORE, the Plan shall be amended, effective as of March 30, 2000, as follows: 1. The following paragraph shall be added to the end of Paragraph 8(c): Notwithstanding any other provision of this Plan to the contrary, for purposes of this Plan, a Change of Control shall not include any votes, transactions, acquisitions of stock ownership, changes in board composition, or other actions, transactions or consequences of any nature whatsoever, whether viewed in isolation or in the aggregate, occurring in connection with or resulting from the transactions contemplated by the Agreement and Plan of Merger among Anadarko Petroleum Corporation, Dakota Merger Corp., and Union Pacific Resources Group Inc., dated as of April 2, 2000 (as it may be amended or supplemented from time to time) and any related documents. 2. As amended hereby, the Plan is specifically ratified and reaffirmed. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this 30th day of March, 2000. ANADARKO PETROLEUM CORPORATION By: ---------------------------------------- Charles G. Manley Sr. Vice President, Administration