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EXHIBIT 10(b)(xxxv)
ANADARKO PETROLEUM CORPORATION
ESTATE ENHANCEMENT PROGRAM
AGREEMENT
An Agreement is hereby entered into between Anadarko Petroleum Corporation (the
"Company"), and [Participant's Name] (the "Participant"), by and through
[designated owner] (the "Policy Owner"), to be effective [Date]. The Agreement
is incident to Participant's election for coverage under the Anadarko Petroleum
Corporation Estate Enhancement Program (the "Plan"). The Policy Owner and the
Company hereby certify, acknowledge and agree as follows:
1. The Participant has agreed to forego Compensation as specified in Section
3.02 of the Plan.
2. The Company, Participant, and Policy Owner shall cause to be issued by the
Insurer a life insurance Policy (the "Policy") insuring the lives of the
Participant and the Participant's spouse pursuant to the provisions of the
Plan.
3. The Policy shall be owned by the Policy Owner as provided in the Plan.
4. The Policy shall be issued by [Carrier Name] with an initial face amount of
[$Amount].
5. The Policy number of the Policy subject to this Agreement is [Policy #].
6. Subject to the terms of the Plan, the Company agrees to pay premiums equal
to the Participant's foregone Compensation. The entire amount shall be paid
by the Company within thirty (30) days after the Policy is issued.
7. The Company Death Benefit shall be the portion of the Policy death benefit
payable to the Company upon the death of the last survivor of the
Participant and the Participant's spouse, and shall be an amount equal to
the greater of: (i) the Policy cash accumulation value immediately prior to
the death of the last survivor of the Participant and the Participant's
spouse and before any surrender charges; or, (ii) the cumulative Policy
Premiums paid by the Company.
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8. The Participant's Coverage Amount shall be the portion of the Policy death
benefit payable to the Policy Owner's beneficiary(ies), and shall be equal
to the amount by which the Policy death benefit exceeds the Company Death
Benefit.
9. Unless and until changed by the Policy Owner, the Policy Owner's
beneficiary shall be the Policy Owner.
10. In accordance with the terms of Section 8.01 of the Plan, the Participant
hereby designates __________________________________ as the Elector
entitled to make the Alternative Death Benefit Election under the Plan. If
such person is unable or unwilling to serve as the Elector, the Elector
shall be ____________. Pursuant to the provisions of Section 8.01 of the
Plan, the Policy Owner hereby agrees to transfer the ownership of the
Policy to the Company if an Alternative Death Benefit Election is made.
11. In the event of a complete or partial surrender or cancellation of the
Policy, or a cash withdrawal or loan from the Policy, all proceeds payable
as a result of the surrender, cancellation, withdrawal or loan shall be
paid to the Company. Policy Owner agrees that it will not cancel, surrender
in whole or in part, withdraw cash value from, borrow from or otherwise
encumber the Policy without the prior written consent of the Company.
12. As security to the Company for the payment to it of amounts due it under
this Agreement and the Plan, the Policy Owner shall execute a Collateral
Assignment of the Policy to the Company, which Collateral Assignment will
specifically limit the rights of the Company in the Policy to payment of
amounts due it under Sections 7 and 11 of this Agreement which have not
otherwise been paid. The Collateral Assignment shall not be terminated,
altered or amended by the Policy Owner without the express written consent
of the Company.
13. The Policy Owner agrees that all terms and conditions specified in the Plan
are hereby incorporated by reference as though fully set forth herein and
form a part of this Agreement.
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Name of Policy Owner Signature of Policy Owner
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Date
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Address of Policy Owner:
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Name of Company Representative Signature of Company Representative
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Date
Consent and Acknowledgment of Participant:
The undersigned Participant has read and understands the terms of the Plan and
this Agreement, consents to the terms of this Agreement and the Plan, and agrees
to be bound by and subject to the terms of this Agreement to the same extent as
if Participant had been a party to this Agreement.
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Date Participant
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Participant's Spouse
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