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                                                           EXHIBIT 10(b)(xxxiii)


                          RETIREMENT BENEFIT AGREEMENT


This Retirement Benefit Agreement ("Agreement"), effective July 1, 2003, is made
and entered into by Robert J. Allison, Jr. referred to as "Employee" and
Anadarko Petroleum Corporation ("Anadarko" or the "Company").

WHEREAS, as a result of the Employee's agreement to continue with the Company as
Chairman, CEO and President, the Employee and Company agree to the following:

1.       MINIMUM RETIREMENT BENEFIT. If the Employee remains employed with the
         Company beyond July 1, 2003, then, when he is otherwise eligible for
         and elects to receive retirement benefits under the Anadarko Retirement
         Plan (the "Basic Plan") and, if applicable, the Anadarko Retirement
         Restoration Plan (the "Restoration Plan") (collectively, the "Plans"),
         he shall be entitled to receive retirement benefits equal to the
         greater of (a) the benefits calculated under the Plans as of the date
         of his actual retirement (the "Actual Retirement Benefit") or, (b) the
         retirement benefits which would have been payable to him under the
         Plans, calculated as if he had retired on July 1, 2003 (the "2003
         Retirement Benefit"). If the Employee's ultimate retirement benefits
         are payable under (b) above, then the difference between the 2003
         Retirement Benefit and the Actual Retirement Benefit will be paid from
         the Restoration Plan. For purposes of calculating the Plans' lump sum
         benefit under (b) above, the Plans' lump sum factor in effect as of
         July 1, 2003, based on the Employee's age as of that date, will be
         utilized.

         If the Employee remains employed with the Company beyond July 1, 2003
         and dies before he is otherwise eligible for and elects to receive
         retirement benefits under the Plans, then any survivor benefits payable
         under the Plans will be calculated as described in the immediately
         preceding paragraph, provided that any survivor benefits payable from
         the Restoration Plan will be paid in the form of a lump sum.

2.       LIFE INSURANCE BENEFIT. The Company agrees to keep in force, until the
         Employee's retirement date, the following split dollar life insurance
         policies on the life of the Employee: (i) policy number 2102747 with
         Security Life of Denver and (ii) policy number C01600001 with Sun Life
         Financial. Effective July 1, 2003, the Company will also enroll the
         Employee under the Company's Management Life Insurance Plan ("MLIP"),
         as restated on November 1, 2002, and provide the Employee with
         additional life insurance protection as provided under the MLIP. In
         addition, beginning in the calendar year 2003, the Company agrees to
         gross-up the taxes applicable to the Employee as a result of any
         imputed income from the insurance coverage provided under the split
         dollar life insurance policies.


3.       GOVERNING LAW. This Agreement shall be governed by, and construed and
         interpreted in accordance with, the laws of the State of Texas without
         regard to principles of conflict of law.


4.       DEFINED TERMS. Any terms defined in any provision herein, shall have
         equal meaning when used in any other provision of this Agreement.



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5.       ENTIRE AGREEMENT. This Agreement shall constitute the entire Agreement
         between the parties and any prior understanding or representation of
         any kind preceding the date of this Agreement shall not be binding upon
         either party except to the extent incorporated in this Agreement.


6.       MODIFICATIONS. Any modification of this Agreement or additional
         obligation assumed by either party in connection with this Agreement
         shall be binding only if evidenced in writing signed by each party or
         an authorized representative of each party.


7.       SUCCESSOR CLAUSE. As used herein, Anadarko or the Company means
         Anadarko Petroleum Corporation or any successor.





ANADARKO PETROLEUM CORPORATION

By:
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         Charles G. Manley
         Executive Vice President, Administration


Dated this     day of            , 2003.
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EMPLOYEE

By:
         -------------------------------------------------------
         Robert J. Allison, Jr.


Dated this     day of            , 2003.
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