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                                                             Exhibit 10(b)(xxxv)
                                 TERMINATION OF
                         ANADARKO PETROLEUM CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                     (AS AMENDED AND RESTATED APRIL 1, 1987)


         WHEREAS, Anadarko Petroleum Corporation (the "Corporation") has
heretofore adopted the Anadarko Petroleum Corporation Executive 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 Employee to whom annual
                  installment payments pursuant to his Agreement have not
                  commenced because he remains an Employee 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 Employee.
                  The payments described in this item 1 to the Employees
                  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
                  Employee to whom annual installment payments under his or her
                  Agreement have commenced or are scheduled to be paid because
                  he is not an Employee as of July 11, 2000. No additional
                  amount shall be paid in connection with the termination of the
                  Plan to any such Employee.

         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:_________________________________