ANADARKO RETIREMENT PLAN SUMMARY PLAN DESCRIPTION€¦ · •v • Anadarko Retirement Plan /...

Dated: January 1, 2015

ANADARKO RETIREMENT PLAN

SUMMARY PLAN DESCRIPTION

In the event of any conflict between this document and the Plan document, the Plan document will control.

•i • Anadarko Retirement Plan / Summary Plan Description

For additional information regarding your benefit call 1-866-472-4711

TABLE OF CONTENTS

Page

PART 1 INTRODUCTION TO THE PLAN AND SUMMARY PLAN

DESCRIPTION ......................................................................................................1

Section 1.1 Purpose of the Plan and the Summary Plan Description .............................................. 1

1.1.1 Purpose of the Plan ........................................................................................................................... 1

1.1.2 Purpose of the Summary Plan Description ....................................................................................... 1

Section 1.2 How the Summary Plan Description is Organized ........................................................ 1

Section 1.3 Overview of the Three Different Benefit Programs ....................................................... 2

Section 1.4 Additional Information (Anadarko Benefits Center) .................................................... 3

PART 2 DEFINITIONS .......................................................................................................4

Section 2.1 Definitions .......................................................................................................................... 4

2.1.1 ABBR ................................................................................................................................................ 4

2.1.2 Accrual Service ................................................................................................................................. 4

2.1.3 Accrued Benefit ................................................................................................................................ 4

2.1.4 Active Participant .............................................................................................................................. 4

2.1.5 Actuarial Equivalent or Actuarially Equivalent ................................................................................ 4

2.1.6 Administrative Committee ................................................................................................................ 4

2.1.7 Affiliated Employer .......................................................................................................................... 4

2.1.8 AFTAP (Adjusted Funding Target Attainment Percentage) ............................................................. 4

2.1.9 Alternate Payee ................................................................................................................................. 5

2.1.10 Anadarko ........................................................................................................................................... 5

2.1.11 Anadarko Benefits Center ................................................................................................................. 5

2.1.12 Anadarko Employee Savings Plan .................................................................................................... 5

2.1.13 Annual Compensation Limit ............................................................................................................. 5

2.1.14 Annuity Starting Date ....................................................................................................................... 5

2.1.15 APC Legacy Participant .................................................................................................................... 5

2.1.16 Applicable Interest Rate .................................................................................................................... 5

2.1.17 Applicable Mortality Table ............................................................................................................... 5

2.1.18 Average Monthly Compensation ...................................................................................................... 5

2.1.19 Average Monthly Covered Compensation ........................................................................................ 8

2.1.20 Beneficiary ........................................................................................................................................ 8

2.1.21 Board ................................................................................................................................................. 8

2.1.22 Change of Control Plan ..................................................................................................................... 8

2.1.23 Code .................................................................................................................................................. 8

2.1.24 Committee ......................................................................................................................................... 8

2.1.25 Company ........................................................................................................................................... 8

2.1.26 Compensation ................................................................................................................................... 8

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2.1.27 Contribution Benefit ....................................................................................................................... 10

2.1.28 Death Benefit Election Form: ......................................................................................................... 10

2.1.29 Default Rollover IRA ...................................................................................................................... 10

2.1.30 Direct Rollover ................................................................................................................................ 10

2.1.31 Distributee ....................................................................................................................................... 10

2.1.32 Early Retirement Date ..................................................................................................................... 10

2.1.33 Election Deadline: ........................................................................................................................... 10

2.1.34 Eligible Employee ........................................................................................................................... 10

2.1.35 Eligible Retirement Plan ................................................................................................................. 10

2.1.36 Eligible Rollover Distribution ......................................................................................................... 10

2.1.37 Eligible Spouse ............................................................................................................................... 11

2.1.38 Employee ........................................................................................................................................ 11

2.1.39 ERISA ............................................................................................................................................. 11

2.1.40 Five-Year Break-in-Service ............................................................................................................ 11

2.1.41 Five-Year Period of Severance ....................................................................................................... 12

2.1.42 FTAP (Funding Target Attainment Percentage) ............................................................................. 12

2.1.43 Hire Date ......................................................................................................................................... 12

2.1.44 Hour of Service ............................................................................................................................... 12

2.1.45 Ineligible Employee ........................................................................................................................ 12

2.1.46 Interest Credit .................................................................................................................................. 12

2.1.47 Investment Committee .................................................................................................................... 12

2.1.48 IRS .................................................................................................................................................. 12

2.1.49 Joint and Survivor Annuity ............................................................................................................. 12

2.1.50 Leased Employee ............................................................................................................................ 12

2.1.51 Legacy Benefit ................................................................................................................................ 13

2.1.52 Location Deadline: .......................................................................................................................... 13

2.1.53 Nonparticipating Affiliate ............................................................................................................... 13

2.1.54 Nonspousal Beneficiary .................................................................................................................. 13

2.1.55 Nonspousal Benefit Deadline: ......................................................................................................... 13

2.1.56 Normal Retirement Age .................................................................................................................. 13

2.1.57 Normal Retirement Benefit Formula............................................................................................... 13

2.1.58 Normal Retirement Date ................................................................................................................. 13

2.1.59 One-Year Break-in-Service ............................................................................................................. 13

2.1.60 Participant ....................................................................................................................................... 13

2.1.61 Pay Credit........................................................................................................................................ 13

2.1.62 PBGC .............................................................................................................................................. 14

2.1.63 Pension ............................................................................................................................................ 14

2.1.64 Period of Severance ........................................................................................................................ 14

2.1.65 Personal Wealth Account ................................................................................................................ 14

2.1.66 Personal Wealth Account Benefit ................................................................................................... 14

2.1.67 Plan ................................................................................................................................................. 14

2.1.68 Plan Year ......................................................................................................................................... 14

2.1.69 Plan Administrator .......................................................................................................................... 14

2.1.70 Points .............................................................................................................................................. 15

•iii • Anadarko Retirement Plan / Summary Plan Description


2.1.71 Postponed Retirement ..................................................................................................................... 15

2.1.72 Present Value .................................................................................................................................. 15

2.1.73 Prohibited Payment ......................................................................................................................... 15

2.1.74 PWA Participant ............................................................................................................................. 15

2.1.75 QDRO (Qualified Domestic Relations Order) ................................................................................ 15

2.1.76 QJSA (Qualified Joint and Survivor Annuity) ................................................................................ 15

2.1.77 QOSA (Qualified Optional Survivor Annuity) ............................................................................... 16

2.1.78 QPSA (Qualified Preretirement Survivor Annuity) ........................................................................ 16

2.1.79 Qualified Military Service............................................................................................................... 16

2.1.80 Qualifying Termination ................................................................................................................... 16

2.1.81 Rehire Date ..................................................................................................................................... 16

2.1.82 Required Beginning Date ................................................................................................................ 16

2.1.83 Retirement Benefit .......................................................................................................................... 16

2.1.84 Retirement Choice........................................................................................................................... 16

2.1.85 Retirement Choice Participant ........................................................................................................ 16

2.1.86 Service ............................................................................................................................................ 16

2.1.87 Severance from Service Date .......................................................................................................... 16

2.1.88 Short Term Disability Leave ........................................................................................................... 17

2.1.89 Social Security Retirement Age ...................................................................................................... 17

2.1.90 Social Security Taxable Wage Base................................................................................................ 17

2.1.91 Summary Plan Description or SPD ................................................................................................. 17

2.1.92 Termination Date ............................................................................................................................ 17

2.1.93 Totally and Permanently Disabled or Total and Permanent Disability ........................................... 17

2.1.94 Trust ................................................................................................................................................ 17

2.1.95 Trustee ............................................................................................................................................ 17

2.1.96 Union Employee ............................................................................................................................. 17

2.1.97 Unpredictable Contingent Event Benefit: ....................................................................................... 17

2.1.98 UPR Participant .............................................................................................................................. 17

2.1.99 UPR Plan ......................................................................................................................................... 17

2.1.100 USERRA ......................................................................................................................................... 17

2.1.101 Valuation Date ................................................................................................................................ 18

2.1.102 Variable Interest Rate ...................................................................................................................... 18

2.1.103 Vested Interest ................................................................................................................................ 18

2.1.104 Vesting Service ............................................................................................................................... 18

2.1.105 Western Gas .................................................................................................................................... 18

2.1.106 Western Gas Eligible Employee ..................................................................................................... 18

2.1.107 Year of Vesting Service .................................................................................................................. 18

PART 3 FREQUENTLY ASKED QUESTIONS .............................................................19

Section 3.1 About the Plan and Summary Plan Description .......................................................... 19

3.1.1 What is a Summary Plan Description (“SPD”)? ............................................................................. 19

3.1.2 Do the Plan and SPD apply to me? ................................................................................................. 19

3.1.3 Who contributes to the Plan? .......................................................................................................... 19

•iv • Anadarko Retirement Plan / Summary Plan Description


3.1.4 Why is it important to update my contact information if there are changes? .................................. 19

3.1.5 How does my participation in this Plan affect my future employment? ......................................... 19

Section 3.2 Determining Your Eligibility and Participation .......................................................... 20

3.2.1 What are the eligibility requirements to participate in the Plan? .................................................... 20

3.2.2 How do I know if I am an Eligible Employee or an Ineligible Employee?..................................... 20

3.2.3 How do I enroll in the Plan? ........................................................................................................... 21

3.2.4 What is the difference between an APC Legacy Participant, a PWA Participant and a

Retirement Choice Participant? ....................................................................................................... 21

Section 3.3 Understanding Your Accrued Benefit .......................................................................... 22

3.3.1 Some general rules regarding your Accrued Benefit ...................................................................... 22

3.3.2 When will I be vested in my Accrued Benefit? ............................................................................... 22

3.3.3 What happens to my Accrued Benefit if the Plan is terminated? .................................................... 23

3.3.4 What Compensation is used to calculate my Accrued Benefit? ...................................................... 23

3.3.5 What happens to my Accrued Benefit if I transfer to an Affiliated Employer? .............................. 23

3.3.6 May I transfer my Accrued Benefit to someone else? .................................................................... 23

Section 3.4 Choosing Your Beneficiary ............................................................................................ 23

3.4.1 Who receives my Accrued Benefit if I die? .................................................................................... 23

3.4.2 How do I choose a Beneficiary? May I change my mind later?..................................................... 24

3.4.3 What if I do not choose a Beneficiary or my designation is invalid? .............................................. 24

3.4.4 What if my Beneficiary is a Minor or Incompetent? ....................................................................... 25

3.4.5 What is required for my Eligible Spouse to consent to another Beneficiary or another

Form of Payment at the time of my election? ................................................................................. 25

3.4.6 My husband (or wife) and I are separated. Is spousal consent waived? ......................................... 25

3.4.7 My husband (or wife) is my Beneficiary and we just divorced. Do I need to choose a

new Beneficiary?............................................................................................................................. 25

3.4.8 Can my Beneficiary roll over the benefit he or she receives? ......................................................... 26

Section 3.5 Distribution Options ....................................................................................................... 26

3.5.1 What is the standard form of distribution? ...................................................................................... 26

3.5.2 How do the joint and survivor annuities work? .............................................................................. 26

3.5.3 How do I elect an optional form of distribution? ............................................................................ 26

3.5.4 What happens if I don’t choose a distribution form? ...................................................................... 27

3.5.5 If my lump sum benefit is small, why am I not offered any annuity options? ................................ 27

3.5.6 Can my distribution be rolled over? ................................................................................................ 28

PART 4 PWA PARTICIPANT BENEFIT PROVISIONS .............................................29

Section 4.1 Frequently Asked Questions .......................................................................................... 29

4.1.1 What are the eligibility requirements to be a PWA Participant? ..................................................... 29

4.1.2 How do I calculate my Accrual Service (for Points and Pay Credits) and my Vesting

Service? ........................................................................................................................................... 29

4.1.3 When will I earn additional Points for Pay Credits? ....................................................................... 32

4.1.4 How do I determine my PWA account balance? ............................................................................ 32

4.1.5 How old must I be to retire? ............................................................................................................ 32

•v • Anadarko Retirement Plan / Summary Plan Description


4.1.6 What will happen to my Accrued Benefit if I terminate employment before Normal

Retirement Age? ............................................................................................................................. 32

4.1.7 What will happen to my Accrued Benefit if I retire at or after my Normal Retirement

Age? ................................................................................................................................................ 32

4.1.8 When do my benefits start if I terminate employment before my Normal Retirement Age? .......... 33

4.1.9 How is my Accrued Benefit affected if I am on Short Term Disability Leave? ............................. 33

4.1.10 How is my Accrued Benefit affected if I am on Total and Permanent Disability? ......................... 34

4.1.11 What will happen to my Accrued Benefit if I die before my Annuity Starting Date? .................... 34

4.1.12 What will happen to my Accrued Benefit if I die after my Annuity Starting Date? ....................... 34

4.1.13 What is the standard form of distribution for my Accrued Benefit? ............................................... 34

4.1.14 What are the optional forms of distribution for my Accrued Benefit? ............................................ 35

4.1.15 Can the distribution of my Accrued Benefit be rolled over? ........................................................... 35

PART 5 PWA PARTICIPANT BENEFIT EXAMPLES ................................................36

PART 6 APC LEGACY PARTICIPANT BENEFIT PROVISIONS ............................38

Section 6.1 Frequently Asked Questions (APC Legacy Participants) ........................................... 38

6.1.1 What are the eligibility requirements to be an APC Legacy Participant? ....................................... 38

6.1.2 How do I calculate my Vesting Service and Accrual Service? ....................................................... 38

6.1.3 What happens to my Accrued Benefit if I leave the Company and then am reemployed

while in pay status? ......................................................................................................................... 39

6.1.4 How old must I be to retire? ............................................................................................................ 39

6.1.5 What will happen to my Accrued Benefit if I retire or terminate employment before

Normal Retirement Age? ................................................................................................................ 39

6.1.6 What will happen to my Accrued Benefit if I retire at Normal Retirement Age? ........................... 39

6.1.7 What is the formula for calculating my Pension benefits at Normal Retirement Age? ................... 39

6.1.8 What will happen to my Accrued Benefit if I retire after Normal Retirement Age? ...................... 40

6.1.9 What will happen if I go on Short Term Disability Leave? ............................................................ 40

6.1.10 What will happen if I become Totally and Permanently Disabled? ................................................ 40

6.1.11 When does my Total and Permanent Disability end? ..................................................................... 41

6.1.12 What will happen if my Total and Permanent Disability ends? ...................................................... 41

6.1.13 What will happen to my Accrued Benefit if I die before my Annuity Starting Date? .................... 42

6.1.14 What will happen to my Accrued Benefit if I die after my Annuity Starting Date? ....................... 42

6.1.15 What is the standard form of distribution for my Accrued Benefit? ............................................... 42

6.1.16 What are the optional forms of distribution for my Accrued Benefit? ............................................ 42

6.1.17 How is a lump sum benefit calculated? ........................................................................................... 42

Section 6.2 Early Retirement and Terminated Vested Benefit Provisions .................................... 43

6.2.1 Your Termination Date is after you attain age 55 (but before your Normal Retirement

Date) with five (5) or more years of Vesting Service. .................................................................... 43

6.2.2 Your Termination Date is either (a) before you attain age 55 with a Vested Interest or (b)

after you attain age 55 with at least three but less than five years of Vesting Service. ................... 44

6.2.3 Annuity Starting Date ..................................................................................................................... 45

•vi • Anadarko Retirement Plan / Summary Plan Description


Section 6.3 Change of Control Provision for APC Legacy Participants ....................................... 46

PART 7 APC LEGACY PARTICIPANT DEATH BENEFIT .......................................48

Section 7.1 Death Benefit Based on Class of Participant ................................................................ 48

7.1.1 Eligibility for Death Benefit............................................................................................................ 48

7.1.2 Covered Groups .............................................................................................................................. 48

7.1.3 Death Benefit for Participant Group A ........................................................................................... 48

7.1.4 Death Benefit for Participant Group B. ........................................................................................... 50

Section 7.2 Automatic Cash-Out of Death Benefit. ......................................................................... 52

7.2.1 Small Benefit Cash-Out. ................................................................................................................. 52

7.2.2 Timing of Small Benefit Cash-Out. ................................................................................................ 52

Section 7.3 Payment Timing Procedures. ......................................................................................... 52

7.3.1 Your Beneficiary is not an individual. ............................................................................................ 52

7.3.2 Your Beneficiary is an individual. .................................................................................................. 53

PART 8 APC LEGACY PARTICIPANT BENEFIT EXAMPLES ...............................55

Normal Retirement Benefit ...................................................................................................................... 55

Early Retirement Benefit ......................................................................................................................... 56

PART 9 RETIREMENT CHOICE ...................................................................................58

Section 9.1 What is Retirement Choice? .......................................................................................... 58

Section 9.2 How does Retirement Choice work? ............................................................................. 58

Section 9.3 What special interest rates will be used to calculate lump sum

payments of Legacy Benefits? ....................................................................................... 58

Section 9.4 How is PWA service credit determined? ...................................................................... 59

Section 9.5 When and how is a Retirement Choice Participant’s Accrued Benefit

distributed?...................................................................................................................... 59

PART 10 RETIREMENT CHOICE EXAMPLE ..............................................................60

PART 11 UNION PACIFIC RESOURCES GROUP, INC. MERGER ..........................63

Section 11.1 Superseded Plans. ........................................................................................................... 63

PART 12 CLAIMS PROCEDURES ...................................................................................69

•vii • Anadarko Retirement Plan / Summary Plan Description


Section 12.1 Filing a Claim .................................................................................................................. 69

Section 12.2 Denial of Claim ................................................................................................................ 69

Section 12.3 Reasons for Denial of Claim........................................................................................... 70

Section 12.4 Deemed Denial of Claim ................................................................................................. 70

Section 12.5 Review of Denial .............................................................................................................. 70

Section 12.6 Reasons for Denial Upon Review ................................................................................... 70

Section 12.7 Limits on Right to Judicial Review ............................................................................... 71

Section 12.8 Mandatory Venue; Interpleader Actions ...................................................................... 71

PART 13 ABOUT THE PLAN AND YOUR RIGHTS .....................................................72

Section 13.1 Federal Identification and Plan Number ...................................................................... 72

Section 13.2 Plan Sponsor .................................................................................................................... 72

Section 13.3 Plan Administrator ......................................................................................................... 72

Section 13.4 Plan Trustee..................................................................................................................... 72

Section 13.5 Service of Legal Process ................................................................................................. 72

Section 13.6 “Top Heavy” Rules ......................................................................................................... 73

Section 13.7 Plan Amendment or Termination ................................................................................. 73

Section 13.8 Plan Insurance ................................................................................................................. 73

Section 13.9 Your Rights Under ERISA ............................................................................................ 74

13.9.1 Information About Your Plan and Benefits .................................................................................... 74

13.9.2 Prudent Actions by Plan Fiduciaries ............................................................................................... 75

13.9.3 How to Enforce Your Rights........................................................................................................... 75

13.9.4 Assistance with Your Questions ..................................................................................................... 75

Section 13.10 Your Obligation to Provide Information ...................................................................... 76

PART 14 ADDITIONAL PROVISIONS ............................................................................77

Section 14.1 Required Minimum Distributions ................................................................................. 77

Section 14.2 Retroactive Annuity Starting Date ................................................................................ 77

Section 14.3 Restrictions Due to Underfunding ................................................................................. 77

14.3.1 Limitation on benefit accruals. ........................................................................................................ 77

14.3.2 Limitations on accelerated benefit distributions. ............................................................................ 77

14.3.3 Limitations on Plan amendments. ................................................................................................... 78

•1 • Anadarko Retirement Plan / Summary Plan Description


PART 1 INTRODUCTION TO THE PLAN AND SUMMARY PLAN

DESCRIPTION

Section 1.1 Purpose of the Plan and the Summary Plan Description

1.1.1 Purpose of the Plan

The purpose of the Anadarko Retirement Plan (the “Plan”) is to provide you with retirement

benefits once you have completed the required period of employment with the Company. The

Plan was most recently amended and restated effective as of January 1, 2013, and has been

subsequently amended.

The Plan is fully paid for by Anadarko. You do not need to contribute financially. Once you

have become vested in your Accrued Benefit under the Plan, you are guaranteed a benefit.

The Plan may be amended at any time in the discretion of Anadarko. However, no amendment

will be made that decreases your Accrued Benefit unless required or authorized by law. If the

Plan is terminated, each affected participant will be 100% vested in his or her Accrued Benefit

to the extent funded as of the date of such termination.

1.1.2 Purpose of the Summary Plan Description

Summary plan descriptions are required by law for certain types of benefit plans. Federal

regulations govern the contents of summary plan descriptions.

This Summary Plan Description (“SPD”) has been drafted to comply with all applicable

regulations and therefore its provisions are extensive. Its purpose is to summarize material

provisions of the Plan as of January 1, 2015.

If you stopped working for the Company before January 1, 2015, you should review the

summary plan description and plan documents that were in effect at the time of your termination

to determine your rights and benefits.

Section 1.2 How the Summary Plan Description is Organized

This SPD is divided into parts, sections, and subsections for each topic that is covered. These

parts, sections, and subsections have headings that are included solely to help you find

information more efficiently. If there is any conflict between any heading and the text of the

SPD, the text will control.

Throughout this SPD, you will find capitalized words and phrases. Those words and phrases

are “defined terms.” That means they have specific definitions that can be found in Part 2 of the

SPD.

In this SPD, “I” in the questions and “you” in the answers and provisions refer to you as an

employee or former employee of Anadarko or one of its affiliates.



Section 1.3 Overview of the Three Different Benefit Programs

As you review the SPD, you will notice that the Plan has three different benefit programs. The

following discussion is only a brief summary of these programs. These different benefit

programs are discussed in greater detail in this SPD. Capitalized terms used in this SPD are

defined in Part 2.

Prior to January 1, 2012, the term “APC Legacy Participants” included most individuals who

were employed by Anadarko prior to January 1, 2007, but excluded Western Gas Eligible

Employees (these terms are defined in Part 2). On and after January 1, 2012, APC Legacy

Participants generally refers to individuals who were accruing Legacy Benefits under the Plan

as of December 31, 2011 and who are not Retirement Choice Participants. APC Legacy

Participants other than Retirement Choice Participants participate in the traditional defined

benefit pension program, which is referred to in this SPD as the “Legacy Benefit.” A

hypothetical example of this benefit program is described in Part 8.

Prior to January 1, 2012, the term “PWA Participants” included Western Gas Eligible

Employees and most individuals who were or became employed by Anadarko on or after

January 1, 2007 (these terms are defined in Part 2). On and after January 1, 2012, PWA

Participants generally refers to individuals who were participating in the Personal Wealth

Account under the Plan as of December 31, 2011, Retirement Choice Participants, and

individuals who first satisfy the requirements to participate in the Plan on or after January 1,

2012. PWA Participants participate in a cash balance pension program called a “Personal

Wealth Account.” A hypothetical example of this benefit program is described in Part 5.

The term “Retirement Choice Participants” refers to APC Legacy Participants who affirmatively

elected under Retirement Choice to become PWA Participants as of January 1, 2012, and

participate in the Personal Wealth Account. Retirement Choice Participants retain their accrued

Legacy Benefit under the Plan, which will not increase by reason of their Hours of Service or

Compensation after December 31, 2011, but is subject to special interest rate provisions if

distributed in a lump sum upon termination of employment after attaining their Early Retirement

Date or Normal Retirement Date. A hypothetical example of this benefit program is described

in Part 10.

Active participants in the Kerr-McGee Corporation Retirement Plan do not participate in this

Plan.

This SPD discusses these benefit programs. Part 3 has “Frequently Asked Questions” common

to the benefit programs. Part 4 has “Frequently Asked Questions” regarding provisions

applicable to PWA Participants and Part 6 has “Frequently Asked Questions” regarding

provisions applicable to APC Legacy Participants.

Retirement Choice and special provisions that apply to Retirement Choice Participants are

described in Part 9.

The benefits for certain UPR Participants were affected by the 2000 merger between Anadarko

Petroleum Corporation and Union Pacific Resources Group, Inc. For more information on this

topic, please see Part 11.



Section 1.4 Additional Information (Anadarko Benefits Center)

For more information regarding the Anadarko Retirement Plan or this Summary Plan

Description, please contact the Anadarko Benefits Center.

FOR ADDITIONAL INFORMATION CONTACT:

Anadarko Benefits Center

500 N. Akard Street, Suite 4100 Dallas TX 75201

1-866-472-4711

https://www.Anadarkoadvantage.ehr.com/



PART 2 DEFINITIONS

Whenever used with initial capital letters in this Summary Plan Description, the following terms

have the meanings set forth below, unless otherwise expressly provided. For a complete

definition of any defined term used in this SPD, you must refer to the Plan document.

Section 2.1 Definitions

2.1.1 ABBR: Your Annual Benefits Base Rate of pay as coded in the Employer’s payroll system.

2.1.2 Accrual Service: The measure of service with the Company used to determine your Accrued

Benefit. See Section 4.1.2 for PWA or 6.1.2 for Legacy Benefits.

2.1.3 Accrued Benefit: If you are an APC Legacy Participant, your Accrued Benefit is your Legacy

Benefit as of any date. If you are a PWA Participant, your Accrued Benefit is your Personal

Wealth Account Benefit as of any date. Finally, if you are a Retirement Choice Participant,

your Accrued Benefit as of any date is the sum of your Legacy Benefit as of December 31, 2011,

and your Personal Wealth Account Benefit.

2.1.4 Active Participant: For any payroll period, you are an Active Participant if you are a

Participant entitled to receive current Compensation for the performance of services for the

Company.

2.1.5 Actuarial Equivalent or Actuarially Equivalent: As determined by the actuary, equality in

value of the benefit you receive among the different forms of benefit payment provided under

the Plan.

Actuarial assumptions may be changed by an amendment to the Plan, but except as permitted by law, may not reduce your Accrued Benefit in effect as of the date of the amendment.

2.1.6 Administrative Committee: The Administrative Committee appointed under the Plan is the

Anadarko Petroleum Corporation Administrative Subcommittee, as appointed by the Plan

Administrator.

2.1.7 Affiliated Employer: Anadarko and certain other companies or other entities that are closely

related to Anadarko, as further defined in the Plan.

2.1.8 AFTAP (Adjusted Funding Target Attainment Percentage): For a Plan Year, generally the

FTAP determined for such Plan Year but adjusted as described in Treasury Regulation § 1.436-

1(j)(1), by subtracting the Plan’s funding standard carryover balance and prefunding balance

from the value of Plan assets and by increasing both the value of Plan assets and the funding

target by the aggregate amount of purchases of annuities for Employees other than “highly

compensated employees” (as such term is defined in Code Section 414(q)) which were made by

the Plan during the preceding two Plan Years.



2.1.9 Alternate Payee: Anyone other than you, such as a spouse, former spouse, child or dependent,

who is recognized by a QDRO as having a right to receive benefits under the Plan.

2.1.10 Anadarko: Anadarko Petroleum Corporation, or any successor in interest thereto.

2.1.11 Anadarko Benefits Center: 500 N. Akard Street, Suite 4100, Dallas TX 75201. 1-866-472-

4711. https://www.Anadarkoadvantage.ehr.com/

2.1.12 Anadarko Employee Savings Plan: The Anadarko Employee Savings Plan, as it may be

amended from time to time.

2.1.13 Annual Compensation Limit: The maximum annual Compensation allowable under the Code

for any given year that may be taken into account for determining your benefit. The limit in

2015 is $265,000. The limit is adjusted automatically to reflect any amendments to the Code

and any cost-of-living increases authorized under the Code.

2.1.14 Annuity Starting Date: The first day of the first period for which an amount is payable to you

or your Beneficiary as an annuity or in any other form available under the Plan. Notwithstanding

any provision to the contrary, any Annuity Starting Date that you or your Beneficiary elect or

that is prescribed by the Plan may be delayed as necessary to allow for compliance with the

notice and election requirements of the Plan.

The Annuity Starting Date is the first day of the first period for which an amount is payable and is NOT the actual date of

payment.

2.1.15 APC Legacy Participant: Prior to January 1, 2012, if you were an Active Participant in the

Plan as of December 31, 2007, or you were an Active Participant in the Plan during 2007 who

was reemployed less than one year after your Termination Date, you were considered an APC

Legacy Participant. On and after January 1, 2012, if you were accruing a Legacy Benefit as of

December 31, 2011, or if you accrued a Legacy Benefit during 2011, terminated employment

on or before December 31, 2011 and were reemployed less than one year after your Termination

Date, you are considered an APC Legacy Participant. If you were formerly an Eligible

Employee with an accrued Legacy Benefit as of December 31, 2011, you will continue to be an

APC Legacy Participant with respect to such Accrued Benefit. Further, if you are a Retirement

Choice Participant, you will continue to be an APC Legacy Participant with respect to your

accrued Legacy Benefit as of December 31, 2011.

2.1.16 Applicable Interest Rate: The Applicable Interest Rate will be the rate prescribed by Code

Section 417(e) for the September preceding the first day of the calendar year that contains the

Annuity Starting Date with respect to the benefit.

2.1.17 Applicable Mortality Table: The mortality table prescribed by Code Section 417(e).

2.1.18 Average Monthly Compensation: The result obtained by dividing your total Compensation

during a considered period by the number of months for which you received Compensation

during that period. If you terminated service due to Total and Permanent Disability, please refer

https://www.anadarkoadvantage.ehr.com/



to Section 6.1.10 of this SPD for additional rules for determining your Average Monthly

Compensation.

Average Monthly Compensation = Total Compensation (for considered period)

Number of Months (in considered period)

If you have 36 or more consecutive calendar months of Compensation:

Subject to the additional rules below, if you have 36 or more consecutive calendar months of

Compensation, your considered period is the 36 consecutive calendar month period out of your

final 120 consecutive calendar month period of employment which results in the highest average

monthly rate of Compensation, and your Average Monthly Compensation is calculated by

dividing your total Compensation for that considered period by 36.

(a) Hire, Rehire, and Termination Months. Your final 120 consecutive calendar month

period of employment includes any month that contains your termination of

employment and any month that contains your date of hire or rehire.

(1) The month that contains your original date of hire (not rehire) and the month

that contains your final termination of employment date are counted as full

months in the denominator of the fraction.

(2) If you are terminated and then rehired, the month that contained your

termination before rehire is counted as a partial month in the denominator of

the fraction. The month that contains your date of rehire is also counted as a

partial month in the denominator of the fraction. (The partial month is

expressed as a fraction, with the numerator being the actual number of days in

the month for which compensation was received by the Participant and the

denominator being the total number of days in the month.)

Example:

Tom terminates employment June 9, 2011 and is rehired September 28, 2011. He then

terminates employment on December 16, 2011 and is not rehired. Because he is rehired after

he terminates employment the first time, Tom is credited with partial months of service for June

and September. He is credited with 0.3 month (9/30) for June and 0.1 month (3/30) for

September. Because December is his final date of termination, he is credited with a full month

for December.

(b) Leave of Absence Months. Generally, your Compensation for a calendar month is the

Compensation that you receive during that calendar month.

(1) For the purpose of determining your Average Monthly Compensation, months

or partial months in which you take a paid leave of absence for short term

disability, qualified military service, or worker’s compensation are counted as

full months in which you receive Compensation in the denominator of the

fraction. Your Compensation for those months is your Annual Benefits Base

Rate (ABBR).




in which you take a leave of absence for any other reason is counted as a partial

month in the denominator of the fraction. Such partial month is expressed as

a fraction, with the numerator being the actual number of days for which you

received Compensation and the denominator being the total number of days in

the month.

Example:

Lisa goes on qualified military leave on January 10, 2011 and returns April 29, 2011. Lisa then

takes an approved unpaid leave to care for her mother from October 3, 2011 until November 25,

2011. For purposes of calculating Average Monthly Compensation, Lisa is credited with months

of Compensation at her ABBR for January, February, March, and April. Because her approved

unpaid leave to care for her mother is not short term disability, qualified military service, or

worker’s compensation, Lisa is credited with partial months for October and November. She is

credited with 0.097 month (3/31) for October and 0.2 month (6/30) for November.

If you have less than 36 calendar months of Compensation:

Subject to the additional rules below, if you have less than 36 consecutive calendar months of

Compensation, your Average Monthly Compensation is calculated by dividing your total

Compensation by your total number of consecutive calendar months of Compensation.

(a) Hire, Rehire, and Termination Months. Your total number of consecutive calendar

month period of employment includes any month that contains your termination of

employment and any month that contains your date of hire or rehire. The month that

contains your date of hire, your date of rehire, or your termination date is counted as a

partial month in the denominator of the fraction. (The partial month is expressed as a

fraction, with the numerator being the actual number of days in the month for which

compensation was received by the Participant and the denominator being the total

number of days in the month.)

(b) Leave of Absence Months. Generally, your Compensation for a calendar month is the

Compensation that you receive during that calendar month.


or partial months in which you take a paid leave of absence for short term

disability, qualified military service, or worker’s compensation are counted as

full months in which you receive Compensation in the denominator of the

fraction. Your Compensation for those months is your ABBR.


in which you take a leave of absence for any other reason is counted as a partial

month in the denominator of the fraction. Such partial month is expressed as

a fraction, with the numerator being the actual number of days for which you

received Compensation and the denominator being the total number of days in

the month.



All APC Legacy Participants regardless of calendar months of Compensation:

(a) The mode of determining Average Monthly Compensation shall be applied on a

uniform basis for similarly-situated Participants.

(b) For purposes of computing Average Monthly Compensation, if you experience a leave

of absence of at least one complete calendar month during which you do not receive

regular Compensation from the Employer due to (1) your leave of absence or (2) your

reemployment with a reinstatement of your prior Vesting Service and Accrual Service

under the Plan, any complete calendar months during which you did not receive any

regular Compensation from an Affiliated Employer shall be excluded from the 36

consecutive calendar month period and the 120 consecutive calendar month period, as

referred to in clause (a) and (b) above. Subject to the provisions for Participants on

short term disability, qualified military service, or worker’s compensation (above),

only those calendar months during which you actually received some regular

Compensation shall be considered to be consecutive for purposes of the 36 and 120

consecutive calendar month periods.

2.1.19 Average Monthly Covered Compensation: One-twelfth of the average (without indexing) of

the Social Security Taxable Wage Base as in effect for each calendar year during the thirty-five

(35) year period ending with the last day of the calendar year in which you attain (or will attain)

the Social Security Retirement Age. For this purpose, the Social Security Taxable Wage Base

for the year in which the determination is being made and for any subsequent year will be

assumed to be the same as the Social Security Taxable Base in effect as of the beginning of the

year in which the determination is being made.

2.1.20 Beneficiary: The person or persons, or entity, that is entitled under the Plan to receive the

portion of your Accrued Benefit, if any, that is distributable after your death.

2.1.21 Board: The Board of Directors of Anadarko, or a committee consisting of members of the

Board that is delegated responsibility with respect to the Plan.

2.1.22 Change of Control Plan: The Anadarko Petroleum Corporation Change of Control Severance

Plan, as it may be amended.

2.1.23 Code: The Internal Revenue Code of 1986, as amended.

2.1.24 Committee: The Administrative Committee or the Investment Committee, as applicable in

context.

2.1.25 Company: Anadarko or any Affiliated Employer that adopts the Plan with the consent of

Anadarko.

2.1.26 Compensation: The total of all wages, salaries, fees for professional service, and other amounts

you receive for services actually rendered or labor performed for the Company while a

Participant, but only to the extent such amounts are includable in your gross income subject to

the limitations and adjustments below. Compensation is limited to the Annual Compensation

Limit and prorated to the extent required by applicable law.



The following items are excluded from Compensation:

(a) Payments (however denominated) that are not part of the Company’s Annual Incentive

Program or other regular annual pay programs, including but not limited to, bonuses

under the Company’s Value Creation Plan (or similar bonus payment plan), override

plan bonuses, front-end hiring bonuses, retention bonuses, overseas bonuses and

production bonuses;

(b) Reimbursements and other expense allowances;

(c) Cash and non-cash fringe benefits (including unused paid time off (PTO));

(d) Moving expenses;

(e) Company contributions to or payments from this or any other deferred compensation

program, whether such program is qualified under Code Section 401(a) or

nonqualified;

(f) Welfare benefits;

(g) Amounts realized from the receipt or exercise of a stock option that is not an incentive

stock option within the meaning of Code Section 422;

(h) Amounts realized at the time property described in Code Section 83 is freely

transferable or no longer subject to a substantial risk of forfeiture;

(i) Amounts realized as a result of an election described in Code Section 83(b);

(j) Any amount realized as a result of a disqualifying disposition within the meaning of

Code Section 421(a); and

(k) Any other amounts that receive special tax benefits under the Code but not hereinafter

included.

The following items are included in Compensation:

(a) Elective contributions made on your behalf by the Company that are not includable in

income under a cafeteria plan, a qualified cash or deferred arrangement, simplified

employee pension, Code Section 403(b) plan, and any amounts that are not includable

in your gross income under a salary reduction agreement for a qualified transportation

fringe benefit;

(b) Compensation deferred under an eligible deferred compensation plan within the

meaning of a Code Section 457(b) deferred compensation plan;

(c) Your contributions to the Plan that are picked up by the Company and treated as

employer contributions; and

(d) Any military continuation or differential pay the Company pays the Participant with

respect to any period during which the Participant is performing qualified military



service (as defined in Code Section 414(u)) while on active duty for a period of more

than 30 days, provided that such payment does not exceed the wages the Participant

would have received if he were performing services for the Company.

2.1.27 Contribution Benefit: The amount of a UPR Participant’s benefit derived from contributions

made to the Plan by the UPR Participant.

2.1.28 Death Benefit Election Form: The form sent by the Plan Administrator to an Eligible Spouse

or other Beneficiary after the death of a Participant on which the Eligible Spouse or other

Beneficiary elects the time and form of payment of the death benefit.

2.1.29 Default Rollover IRA: An individual retirement account on behalf of the Eligible Spouse or

other Beneficiary as selected by the Plan Administrator.

2.1.30 Direct Rollover: A direct payment by the Plan to an Eligible Retirement Plan designated by a

Distributee.

2.1.31 Distributee: A person entitled to an Eligible Rollover Distribution, such as you, your surviving

Eligible Spouse, your former spouse who is an Alternate Payee under a QDRO, or a Beneficiary

entitled to receive a distribution under the terms of the Plan. Each of the foregoing is a

Distributee with regard to his or her interest in an Eligible Rollover Distribution.

2.1.32 Early Retirement Date: If you are an APC Legacy Participant, the date upon which you have

both completed five (5) or more years of Vesting Service and have attained the age of fifty-five

(55).

2.1.33 Election Deadline: 180 days after the date the Death Benefit Election Form is sent to a

Beneficiary.

2.1.34 Eligible Employee: You are an Eligible Employee if you are employed by the Company on a

United States payroll and are not classified by the Company as an Ineligible Employee.

2.1.35 Eligible Retirement Plan: Any of the following are considered to be Eligible Retirement

Plans: (a) individual retirement accounts, including Roth IRAs, and individual retirement

annuities; (b) Code Section 403(a) annuities; (c) qualified defined benefit and defined

contribution plans that are allowed to accept Eligible Rollover Distributions; (d) Code Section

403(b) annuity contracts; and (e) Code Section 457(b) governmental plans that agree to

separately account for the rollover amount. The definition of Eligible Retirement Plan will also

apply in the case of a distribution to a spouse or former spouse who is an Alternate Payee under

a QDRO.

If the Distributee is a Beneficiary other than an Eligible Spouse, Eligible Retirement Plan is

limited to those individual retirement accounts (including Roth IRAs) and individual retirement

annuities that are established for the purpose of receiving the distribution on behalf of the

Beneficiary and are treated as inherited individual retirement accounts or individual retirement

annuities under applicable provisions of the Code.

2.1.36 Eligible Rollover Distribution: A distribution of all or any portion of the Accrued Benefit of

a Distributee. Eligible Rollover Distribution does not include:



(a) a distribution on a life annuity for the life (or life expectancy) of the Distributee;

(b) a distribution on a joint and survivor annuity for the joint lives (or life expectancies) of

the Distributee and the Distributee’s designated Beneficiary;

(c) a distribution on a term certain annuity for a specified period of ten years or more;

(d) a required minimum distribution as described in Section 14.1;

(e) the portion of a distribution that is not includable in gross income (determined without

regard to the exclusion for net unrealized appreciation with respect to employer

securities); and

(f) any other distribution that is designated as ineligible for an eligible rollover distribution

under the Code or other authority.

Notwithstanding the foregoing, a portion of a distribution will not fail to be an Eligible Rollover

Distribution merely because it consists of after-tax employee contributions that are not

includable in gross income; provided, however, that such portion may be transferred only to an

individual retirement account or annuity described in Code Section 408(a) or (b) or 408A or to

a qualified plan or annuity plan described in Code Sections 401(a) or 403(b), respectively, that

agrees to separately account for amounts so transferred, including to separately account for the

portion of such distribution that is includable in gross income and the portion of such distribution

that is not so includable.

2.1.37 Eligible Spouse: The spouse to whom you are married on the earlier of your Annuity Starting

Date or your date of death. Your spouse is not an Eligible Spouse unless your marriage is legally

recognized as valid under both the laws of the State in which you reside and any applicable

federal law; provided, however, that effective June 26, 2013, if your spouse is an individual of

the same sex as you, your spouse will be treated as an Eligible Spouse if you and your spouse

validly entered into a marriage in a domestic or foreign jurisdiction whose laws authorize the

marriage of two individuals of the same sex and if you are domiciled in a jurisdiction that

recognizes the validity of same-sex marriages, and effective September 16, 2013, if your spouse

is an individual of the same sex as you, your spouse will be treated as an Eligible Spouse if you

and your spouse validly entered into a marriage in a domestic or foreign jurisdiction whose laws

authorize the marriage of two individuals of the same sex, even if you are domiciled in a

jurisdiction that does not recognize the validity of same sex marriages. A person claiming to be

an Eligible Spouse through state common-law marriage (or its equivalent) must establish to the

satisfaction of the Administrative Committee (or its delegate) that a common-law marriage

exists under applicable law (by such documentation, certifications or affidavits as may be

required by the Administrative Committee).

2.1.38 Employee: You are an Employee if you are employed by an Affiliated Employer and are

classified as an employee on its payroll records or you are a Leased Employee. You are not an

Employee if you are classified in a non-employee category even if you are later reclassified.

2.1.39 ERISA: The Employee Retirement Income Security Act of 1974, as amended.

2.1.40 Five-Year Break-in-Service: Five consecutive One-Year Breaks-in-Service.



2.1.41 Five-Year Period of Severance: A period beginning on your Termination Date and ending on

the five year anniversary of such date during which you do not complete an Hour of Service.

2.1.42 FTAP (Funding Target Attainment Percentage): For a Plan Year, generally the ratio

(expressed as a percentage) which the value of Plan assets for the Plan Year (as reduced pursuant

to the provisions of Code Section 430(f)(4)(B)) bears to the funding target under Code Sections

430(d) or 430(i), as applicable, of the Plan for the Plan Year (but determined without regard to

the at-risk rules under Code Section 430(i)).

2.1.43 Hire Date: The date on which you first complete an Hour of Service for any Company.

2.1.44 Hour of Service: An hour for which you are directly or indirectly paid, or are entitled to

payment, by the Company or Affiliated Employer for (a) the performance of duties for the

Company or Affiliated Employer or (b) reasons other than the performance of duties for the

Company or Affiliated Employer, including, but not limited to, vacation, holidays, sickness,

disability, paid layoff and similar paid periods of nonworking time.

2.1.45 Ineligible Employee: An Ineligible Employee as described in Section 3.2.2.

2.1.46 Interest Credit: The amount by which the balance in your Personal Wealth Account is

increased to reflect interest. Your Personal Wealth Account will increase weekly at an interest

rate that is equal to the Variable Interest Rate if you are alive and have not commenced receiving

payment of the Retirement Benefit, or if you are deceased and your Eligible Spouse or

Beneficiary is eligible to receive a benefit and has not commenced receiving such benefit.

Notwithstanding the foregoing, under no circumstances will the Interest Credit be less than a

3.24% annual rate, unless a lower rate is required to comply with any requirement that the rate

of interest of the Interest Credit be reasonable or a market rate, or unless the minimum interest

rate of 3.24% annually for the Interest Credit is otherwise impermissible due to the issuance of

authoritative guidance by the appropriate governmental entity that prohibits such minimum

interest rate.

2.1.47 Investment Committee: The Investment Committee is the Anadarko Petroleum Corporation

Investment Subcommittee, as appointed by the Plan Administrator.

2.1.48 IRS: The U.S. Internal Revenue Service.

2.1.49 Joint and Survivor Annuity: An annuity for your life with a survivor annuity for the life of

your Eligible Spouse (or other Beneficiary).

2.1.50 Leased Employee: You are a Leased Employee if you are not an Employee of an Affiliated

Employer but you perform services for an Affiliated Employer pursuant to an agreement

between the Affiliated Employer and any leasing organization, provided that you have

performed such services for the Affiliated Employer or for related persons (within the meaning

of Code Section 144(a)(3)) on a substantially full-time basis for a period of at least one year and

such services are performed under the primary direction or control of the Affiliated Employer.

This definition is construed in accordance with Code Section 414(n) and the regulations

thereunder.



2.1.51 Legacy Benefit: The benefit determined under the Plan’s traditional defined benefit program,

which is expressed in the form of a Pension starting as of Normal Retirement Date.

2.1.52 Location Deadline: 180 days after the first day of the month coincident with or next following

the death of the Participant.

2.1.53 Nonparticipating Affiliate: An Affiliated Employer that has not adopted the Plan.

2.1.54 Nonspousal Beneficiary: A Beneficiary who is not the Eligible Spouse.

2.1.55 Nonspousal Benefit Deadline: December 31 of the fifth year following the year in which the

Participant died.

2.1.56 Normal Retirement Age: Age sixty-five (65).

2.1.57 Normal Retirement Benefit Formula: The monthly payment of your Legacy Benefit will

equal 1.40% of your Average Monthly Compensation multiplied by your years of Accrual

Service, plus (a) 0.40% of your Average Monthly Compensation in excess of your Average

Monthly Covered Compensation multiplied by (b) your years of Accrual Service not in excess

of 35 years. Your Average Monthly Compensation, Average Monthly Covered Compensation

and Accrual Service are determined as of your Termination Date. See Part 8 for an example

calculation of a benefit using the Normal Retirement Benefit Formula.

2.1.58 Normal Retirement Date: The date you attain age sixty-five (65). If you terminated

employment before January 1, 2008, the Normal Retirement Date will be the Normal Retirement

Date that was in effect on your Termination Date.

2.1.59 One-Year Break-in-Service: Any year during which you have been credited with no more

than 500 Hours of Service.

2.1.60 Participant: You are a Participant if you are eligible to participate in the Plan and your

participation has not been terminated. If you are a Participant, you will remain a Participant

until the earlier of (a) your death, or (b) your Accrued Benefit has been paid out in its entirety

or forfeited under the Plan. There are four types of Participants under the Plan, namely, APC

Legacy Participants, PWA Participants, Retirement Choice Participants and UPR Participants.

2.1.61 Pay Credit: The credit added to the Personal Wealth Account of a PWA Participant,

determined as a percentage of Compensation, as follows:

(a) As of the end of each pay period, Pay Credits will be added to your Personal Wealth

Account if you were an Active Participant on any day of such pay period.

(b) Pay Credits will be credited to your Personal Wealth Account according to the

following schedule:

Number of Points Amount

Less than 40 5% of Compensation paid during the pay period



40 but less than 50 6% of Compensation paid during the pay period




80 or more 13% of Compensation paid during the pay period

2.1.62 PBGC: The U.S. Pension Benefit Guaranty Corporation.

2.1.63 Pension: If you are an APC Legacy Participant, or an individual Beneficiary who is entitled to

receive benefits after the death of an APC Legacy Participant, a series of monthly benefits that

are payable for your life.

2.1.64 Period of Severance: The period of time that begins on your Severance from Service Date and

ends on the date that you again perform an Hour of Service.

2.1.65 Personal Wealth Account: The notional bookkeeping account reflecting the Personal Wealth

Account benefit that has accrued under the Plan for a PWA Participant.

2.1.66 Personal Wealth Account Benefit: The Actuarial Equivalent of a Participant’s Personal

Wealth Account balance projected (in the case of a Personal Wealth Account Participant who

has not attained Normal Retirement Age as of such date) to the Personal Wealth Account

Participant’s Normal Retirement Age assuming (a) continued Interest Credits up to such Normal

Retirement Age at the annual effective rate of the Variable Interest Rate on the date as of which

the Personal Wealth Account Participant’s Accrued Benefit is being determined and (b) no Pay

Credits for any period after the date as of which the Personal Wealth Account Participant’s

Accrued Benefit is being determined, expressed in the form of a single life annuity for such

Participant’s life payable at Normal Retirement Age; provided, however, that for purposes of

determining the lump sum payable with respect to a Participant’s Personal Wealth Account and

for purposes of applying the minimum vesting requirements, the restrictions on mandatory

distributions and the restrictions on cash-outs under the Code, the term “Personal Wealth

Account Benefit” shall refer to a Personal Wealth Account Participant’s Personal Wealth

Account balance as of any date, which is his balance as of the end of the prior Plan Year

increased by Pay Credits and Interest Credits credited to his Personal Wealth Account for the

current Plan Year.

2.1.67 Plan: The Anadarko Retirement Plan, as it may be amended from time to time.

2.1.68 Plan Year: The twelve consecutive month period commencing January 1 and ending December

31 of each year.

2.1.69 Plan Administrator: The Plan Administrator is the Anadarko Petroleum Corporation

Administrative and Investment Committee, the members of which are appointed by the

Executive Vice President responsible for Human Resources of Anadarko.



2.1.70 Points: For any pay period during a year, the sum of (1) the PWA Participant’s age on any given

date, as determined in whole years, and (2) for PWA Participants other than Retirement Choice

Participants, the participant’s whole years of Accrual Service and for Retirement Choice

Participants, the participant’s whole years of Vesting Service as determined for purposes of the

Personal Wealth Account.

2.1.71 Postponed Retirement: For a PWA Participant, retirement after the Normal Retirement Date.

2.1.72 Present Value: The Actuarially Equivalent present value of the Vested Interest in your Accrued

Benefit.

2.1.73 Prohibited Payment: Prohibited Payment includes the following payments:

(a) Any payment, in excess of the monthly amount paid under a single life annuity (plus

any social security supplements described in the last sentence of Code Section

411(a)(9)), to a Participant or Beneficiary whose Annuity Starting Date occurs during

any period a limitation under Code Sections 436(d)(1) or 436(d)(2) is in effect,

(b) any payment for the purchase of an irrevocable commitment from an insurer to pay

benefits, and

(c) any other payment specified by the Secretary of the Treasury by regulations.

Prohibited Payment does not include the payment of a benefit which under Code

Section 411(a)(11) may be immediately distributed without the consent of the Participant.

2.1.74 PWA Participant: You are a PWA Participant if you are (a) an Active Participant, vested

terminated Participant, retired Participant, or Beneficiary, who first satisfied the eligibility

requirements to participate in the Plan on or after January 1, 2008, (b) an Eligible Employee

who is not entitled to accrue additional benefits either (i) as an APC Legacy Participant under

the Plan or (ii) as a Participant under the Kerr-McGee Corporation Retirement Plan, following

your Rehire Date, or (c) a Retirement Choice Participant.

2.1.75 QDRO (Qualified Domestic Relations Order): A domestic relations order that (a) creates or

recognizes the existence of an Alternate Payee’s right to receive all, or a portion of, your

Accrued Benefit and (b) satisfies the other requirements of the Code, as determined by the

Administrative Committee.

2.1.76 QJSA (Qualified Joint and Survivor Annuity): A Joint and Survivor Annuity which (a) is

an annuity payable to you during your and your Eligible Spouse’s joint lifetime, and following

your death, a survivor annuity that is fifty percent (50%) of the amount payable during your and

your Eligible Spouse’s joint lives, to be payable to your surviving Eligible Spouse for life, and

(b) for APC Legacy Participants, is the Actuarial Equivalent of a single life annuity payable for

your life or, if greater, the Actuarial Equivalent of the lump sum benefit payable with respect to

your Legacy Benefit. In the case of a PWA Participant who is entitled to an Accrued Benefit,

QJSA has the meaning set forth in the previous sentence, except that such QJSA will be

Actuarially Equivalent to his Personal Wealth Account.



2.1.77 QOSA (Qualified Optional Survivor Annuity): A Joint and Survivor Annuity similar to a

QJSA, except that the percentage of the survivor annuity payable to your Eligible Spouse for

life is equal to seventy-five percent (75%) of the amount of the benefit paid during your lifetime.

2.1.78 QPSA (Qualified Preretirement Survivor Annuity): The death benefit that is payable to your

surviving Eligible Spouse if you die before your Annuity Starting Date.

2.1.79 Qualified Military Service: “Qualified military service” as defined in Code Section 414(u).

2.1.80 Qualifying Termination: An involuntary termination of your employment with the Company

and all its affiliates due to elimination of your position, or at the convenience or discretion of

the Company as specifically authorized by Anadarko’s Vice President of Human Resources.

The Administrative Committee will determine, in its discretion, whether there has been a

Qualifying Termination, and all such determinations will be made on a basis that does not

discriminate in favor of the Highly Compensated Employees.

2.1.81 Rehire Date: If you sever your Service, the date you first complete an Hour of Service for

which you are paid or entitled to payment for the performance of services (as described in the

definition of Hour of Service) from the Company following your Termination Date.

2.1.82 Required Beginning Date: The April 1 of the calendar year following the later of the calendar

year in which you attain age 70½ or retire; provided, however, if you are a 5-percent owner,

your Required Beginning Date will be the April 1 of the calendar year following the calendar

year in which you attain age 70½. If you are a 5-percent owner, distributions must continue to

be distributed to you once they begin even if later you cease to be a 5-percent owner.

2.1.83 Retirement Benefit: If you are a PWA Participant, an amount payable to you or your

Beneficiary under the terms of the Plan.

2.1.84 Retirement Choice: The program described in Part 9 of this SPD under which each APC

Legacy Participant as of December 31, 2011 (other than the CEO of Anadarko or a participant

deemed to be Totally and Permanently Disabled as of December 31, 2011) was offered the

opportunity to make an irrevocable election prior to December 31, 2011, between continuing to

accrue a Legacy Benefit and becoming a PWA Participant as of January 1, 2012, and

participating in the Personal Wealth Account.

2.1.85 Retirement Choice Participant: An APC Legacy Participant who affirmatively elects under

Retirement Choice to become a PWA Participant as of January 1, 2012, and to participate

thereafter in the Personal Wealth Account.

2.1.86 Service: Your employment service with the Company as credited under the Plan.

2.1.87 Severance from Service Date: The earlier of (a) the date on which you die, voluntarily

separate, retire, or are discharged; or (b) the first anniversary of the first day of a period in which

you remain absent from Service (with or without pay) for any other reason, such as your

vacation, holiday, sickness, disability, leave of absence or layoff. In addition, any period of

absence that is not described in the preceding sentence and is incurred by reason of (i) your

pregnancy, (ii) the birth of your child, (iii) the placement of a child with you in connection with

your adoption of such child, or (iv) for purposes of your caring for such child for a period



beginning immediately following such birth or placement, will be deemed to be a period of

absence described in clause (b) of the preceding sentence.

2.1.88 Short Term Disability Leave: An approved leave of absence under your Employer’s leave of

absence policy for a reason that is considered a short-term disability under such policy.

2.1.89 Social Security Retirement Age: The age used as the retirement age under Section 216(l) of

the Social Security Act, as applied without regard to the age increase factor and as if the early

retirement age under Section 216(l) was sixty-two (62).

2.1.90 Social Security Taxable Wage Base: The maximum amount of earnings that may be

considered wages for a year for Social Security tax purposes under the Federal Insurance

Contribution Act (“FICA”) as then in effect.

2.1.91 Summary Plan Description or SPD: The Summary Plan Description of the Anadarko

Retirement Plan, as it may be updated from time to time.

2.1.92 Termination Date: The last day on which you are employed as an Employee of any Affiliated

Employer.

2.1.93 Totally and Permanently Disabled or Total and Permanent Disability: You will be deemed

to be Totally and Permanently Disabled only if you have applied for and are receiving (or would

be receiving but for applicable offsets) disability benefits under a long-term disability plan

maintained by the Company.

2.1.94 Trust: The trust account established to hold the assets of the Plan.

2.1.95 Trustee: The entity which is currently serving as trustee of the Trust.

2.1.96 Union Employee: You are a Union Employee if you are included in a unit of Employees

covered by a collective bargaining agreement that was the subject of good faith bargaining

between the Employees’ representative and the Company, unless such collective bargaining

agreement expressly requires the Company to cover you, or the group of Employees to which

you belong, under the Plan.

2.1.97 Unpredictable Contingent Event Benefit: Any benefit to the extent the benefit would not be

payable but for the occurrence of an unpredictable contingent event. For this purpose, an

unpredictable contingent event means a plant shutdown or similar event, or an event other than

the attainment of any age, performance of any service, receipt or derivation of any

compensation, or the occurrence of death or disability.

2.1.98 UPR Participant: A participant in this Plan who was formerly a participant in the UPR Plan.

2.1.99 UPR Plan: The Pension Plan for Employees of Union Pacific Resources Group, Inc. and

Affiliates, as amended.

2.1.100 USERRA: The federal Uniformed Services Employment and Reemployment Rights Act, as

amended.



2.1.101 Valuation Date: Valuation Date has the meaning given to it in Code Section 430(g)(2).

2.1.102 Variable Interest Rate: The annual effective rate of interest on 30-year Treasury Securities

published monthly by the IRS for the second month preceding the calendar year quarter during

which the week for which Interest Credits are being determined begins.

2.1.103 Vested Interest: The portion of your Accrued Benefit that is nonforfeitable.

2.1.104 Vesting Service: The measure of Service used to determine the nonforfeitable portion of your

Accrued Benefit. See Section 4.1.2 for PWA or 6.1.2 for Legacy Benefits.

2.1.105 Western Gas: Western Gas Resources, Inc.

2.1.106 Western Gas Eligible Employee: You are a Western Gas Eligible Employee if (a) you were

a former employee of Western Gas Resources, Inc., (b) became an Employee between

August 23, 2006 and December 31, 2006, and (c) became a PWA Participant effective as of

January 1, 2008.

2.1.107 Year of Vesting Service: For an APC Legacy Participant, a calendar year in which you are

credited with 1,000 or more Hours of Service. Hours of Service are determined using the 190-

hour rule, which provides that you are credited with 190 Hours of Service for each month in

which you are credited with one Hour of Service. For a PWA Participant, 12 complete months

(whether or not consecutive) of Service (30 days shall be deemed to be a complete month in the

case of aggregation of fractional months) with the Company or an Affiliated Employer generally

equal one year of Vesting Service. Special rules described in Section 9 apply for determining

the years of Vesting Service for Retirement Choice Participants.



PART 3 FREQUENTLY ASKED QUESTIONS

Section 3.1 About the Plan and Summary Plan Description

3.1.1 What is a Summary Plan Description (“SPD”)?

A Summary Plan Description document is a summary of the key provisions of the Plan. Because

it is only a summary, it does not include all of the technical provisions or special exceptions as

set forth in the Plan itself. You have the right to obtain a copy of the Plan document as explained

later in this SPD.

3.1.2 Do the Plan and SPD apply to me?

The provisions of the Plan as amended apply only to Eligible Employees who terminate

employment on or after January 1, 2015, unless otherwise expressly stated in the Plan document.

When you terminate employment, the amount of payment, time of payment, form of payment

and all other terms and conditions of your Accrued Benefit are governed by the terms of the

Plan as in effect at the time you terminate employment unless you return to work at a later date.

For example, if you quit your job and your last day of work was March 25, 2015, your Accrued

Benefit will be determined under the terms of the Plan as in effect on March 25, 2015.

If you stopped working for the Company before January 1, 2015, you should review the

summary plan description and plan documents as were in effect at the time of your termination

to determine your rights and benefits.

3.1.3 Who contributes to the Plan?

The Plan is to be funded solely from contributions by Anadarko. As a Participant, you do not

make any contributions to the Plan.

3.1.4 Why is it important to update my contact information if there are changes?

If the Plan’s administrator cannot find you after reasonable inquiry, your benefit could be

forfeited. If you or your Beneficiary to whom such benefit is payable makes a valid claim for

the benefit, the forfeited benefit would be restored.

3.1.5 How does my participation in this Plan affect my future employment?

This Plan is not a contract of employment. The establishment and maintenance of the Plan is

not an employment contract or other type of employment agreement between you and your

employer. The Plan does not confer any legal right for you to remain employed with any

Company, and you are subject to termination or discipline to the same extent as if the Plan was

not in effect.



Section 3.2 Determining Your Eligibility and Participation

3.2.1 What are the eligibility requirements to participate in the Plan?

In order to participate in the Plan you must be either an Eligible Employee or a formerly Eligible

Employee with a vested benefit in the Plan. If you are an Ineligible Employee, or if you are not

an employee at all, you will not be eligible to become a Participant. If you were previously a

Participant, you will not accrue any additional service under the Plan while you are classified

by Anadarko as an Ineligible Employee even if such classification is retroactively changed.

Once you are a Participant, you will continue to be a Participant until you die or cease to have

any Accrued Benefit under the Plan.

If you are in military service, please consult the Plan document or contact the Anadarko Benefits

Center if you have any questions regarding your participation in the Plan.

3.2.2 How do I know if I am an Eligible Employee or an Ineligible Employee?

You are an “Eligible Employee” if you are employed by the Company on a United States payroll

and are not classified as an Ineligible Employee.

You are an “Ineligible Employee” if:

(a) you are a Union Employee;

(b) you are considered to be a Leased Employee, an independent contractor, or in another

non-Employee status (even if you are retroactively reclassified as an Employee) or if

you perform services for the Company while on the payroll of a third-party employer

of record service, or a staffing or temporary employee agency;

(c) you are not classified as a regular Employee by the Company, or you are classified on

the Company’s payroll system as a “limited benefit employee” (or a similar type of

classification);

(d) you are a non-resident alien who either receives no earned income from the Company

from sources within the United States or are primarily employed to provide services in

other countries (regardless of whether you are processed or maintained on a payroll

system in the United States for administrative convenience or other business reasons);

(e) you are employed by an entity that is not Anadarko or an Affiliated Employer, and you

are seconded or “borrowed” by the Company to provide services on a temporary basis

to the Company;

(f) you are currently accruing a benefit as an active participant in the Kerr-McGee

Corporation Retirement Plan; or

(g) only for years beginning before January 1, 2008, you were covered as a participant

under the Western Gas Resources, Inc. Retirement Plan before its merger into the

Anadarko Employee Savings Plan and you were eligible to receive the eight percent



(8%) “Special Profit Sharing Contribution” under the Anadarko Employee Savings

Plan for the 2006 or 2007 plan year of the Anadarko Employee Savings Plan.

If you became an Employee through an acquisition in which your employer became a member

of the Company’s controlled group, you are an Ineligible Employee beginning with the change

in membership of the group and ending with the last day of the first Plan Year beginning after

the date of the change (i.e., the transition relief period) unless Anadarko, in its discretion,

determines that you are an Eligible Employee under the Plan before that date and notifies you

of such coverage.

3.2.3 How do I enroll in the Plan?

You do not need to do anything to enroll in the Plan. There are no enrollment forms to complete.

Eligible Employees are automatically enrolled in the Plan.

However, to participate in this Plan, you must provide Anadarko with the information it requests,

execute all necessary forms, and answer all questions fully and truthfully as Anadarko deems

appropriate. If you do not do so, but you are otherwise qualified to participate, you will not

become a Participant until the first day of the month on or after you comply with these

requirements. That doesn’t mean you will lose the benefit you would have been accruing in the

interim period. After you comply with all of these requirements, you will be treated as if you

complied from the date compliance was originally required so that you don’t lose any benefits

that you would have accrued during the period of non-compliance.

3.2.4 What is the difference between an APC Legacy Participant, a PWA Participant and a

Retirement Choice Participant?

APC Legacy Participants include most, but not all, Eligible Employees initially hired by the

Company before January 1, 2007. Their benefit is in the form of a traditional defined benefit

pension, also referred to as the “Legacy Benefit.” Information specific to APC Legacy

Participants is found in Part 6 and Part 7 of this SPD.

PWA Participants, on the other hand, include Eligible Employees initially hired by the Company

on or after January 1, 2007, Western Gas Eligible Employees, and other eligible individuals.

Their benefit is in the form of a cash balance account called a “Personal Wealth Account.”

Information specific to PWA Participants is found in Part 4 of this SPD.

Retirement Choice Participants are APC Legacy Participants who affirmatively elected under

Retirement Choice to become PWA Participants as of January 1, 2012, and participate in the

Personal Wealth Account. Retirement Choice Participants retain their Legacy Benefit under the

Plan, which will not increase by reason of their Service completed (or imputed) or Compensation

received (or imputed) after December 31, 2011, but is subject to special interest rate provisions

if distributed in a lump sum upon termination of employment after attaining their Early

Retirement Date or Normal Retirement Date. Information specific to Retirement Choice

Participants is found in Part 9 of this SPD.



Section 3.3 Understanding Your Accrued Benefit

For example benefit calculations, please see Part 8 of this SPD if you are an APC Legacy Participant, Part 5 of this SPD if you are a

PWA Participant or Part 10 of this SPD if you are a Retirement Choice Participant.

3.3.1 Some general rules regarding your Accrued Benefit

If you are participating in the Plan, you will accrue a benefit as either a PWA Participant or as

an APC Legacy Participant, as applicable. However, under no circumstances will you accrue

any benefit simultaneously as both a PWA Participant and an APC Legacy Participant for the

same credited Service or Compensation.

No additional benefits will be payable as a result of a QDRO. The Administrative Committee,

in consultation with the Plan’s actuary as deemed appropriate, will make appropriate

adjustments in order to avoid any duplication of benefits.

Your Accrued Benefit will not exceed the maximum benefit permitted under the Code.

3.3.2 When will I be vested in my Accrued Benefit?

You will be 100% vested in your Accrued Benefit after you complete three (3) years of Vesting

Service. You will also automatically become 100% vested in your Accrued Benefit (a) if you

attain Normal Retirement Age while employed by the Company or an Affiliated Employer, (b)

if your employment is terminated due to a Qualifying Termination, or (c) if you are an APC

Legacy Participant or a PWA Participant and die while you are still employed with an Affiliated

Employer.

Full Years of Vesting Service Vested Interest

Less than 3 years 0%

3 years or more 100%

Vesting Service is counted differently for APC Legacy Participants and PWA Participants. See

the Frequently Asked Questions in Part 4 and Part 6 of this SPD for more information.

If you transfer employment to the Company from any Affiliated Employer, you will be credited

with Vesting Service equal to the number of credited calendar years included in your last

continuous period of employment with such Affiliated Employer, as determined by the

Administrative Committee.

In addition, pursuant to nondiscriminatory rules, the Committee may vote to allow Eligible

Employees to be credited with Vesting Service for periods of service that would otherwise be

disregarded under the Plan. Any decision will be appropriately communicated to the affected

persons.



Medical and Military Leave

If you are absent from employment for any reason for which you are entitled under the Family

and Medical Leave Act (“FMLA”), then you will not be charged with a Period of Severance

with respect to such FMLA leave of absence. In addition, if you are absent from employment

as a result of United States military service and are reemployed within the relevant

reemployment period pursuant to federal law (“USERRA”), the period of your military service

will be counted as Active Service to the extent required by USERRA.

3.3.3 What happens to my Accrued Benefit if the Plan is terminated?

In the event that the Plan is terminated, each affected Participant will be 100% vested in his or

her Accrued Benefit to the extent funded as of the date of such termination. Certain “highly

compensated employees,” however, will be limited to receiving a benefit that satisfies the

nondiscriminatory legal requirements as explained in the Plan.

3.3.4 What Compensation is used to calculate my Accrued Benefit?

Your “eligible pay” includes the total of your base salary or wages, overtime pay, and Anadarko

Incentive Program bonus payments. Compensation is limited to the Annual Compensation Limit

and prorated to the extent required by applicable law. Please refer to the complete definition of

Compensation in Section 2.1.26.

3.3.5 What happens to my Accrued Benefit if I transfer to an Affiliated Employer?

If you transfer from the Company to an Affiliated Employer that has adopted the Plan, your

participation in the Plan will not be affected-you will remain eligible to accrue a benefit as either

a PWA Participant or as an APC Legacy Participant, as applicable.

If you transfer from the Company to a Nonparticipating Affiliate you will not be considered to

have terminated employment and thus you will not be entitled to a distribution of your Accrued

Benefit under the Plan. You will not accrue any additional Accrual Service (or Points for Pay

Credits if you are a PWA Participant) while employed by a Nonparticipating Affiliate. However

you will be credited with Vesting Service (and Interest Credit if you are a PWA Participant)

while you are so employed.

3.3.6 May I transfer my Accrued Benefit to someone else?

Your Accrued Benefit may be transferred to someone else only under a QDRO or a specific type

of judgment or settlement that is permitted under ERISA or the Code. Otherwise, your Accrued

Benefit is not transferable or assignable, nor may it be garnished or levied.

Section 3.4 Choosing Your Beneficiary

3.4.1 Who receives my Accrued Benefit if I die?

You will have the right to designate the Beneficiary or Beneficiaries to receive any payments in

the event a benefit is payable after your death.



If you are married, your Eligible Spouse MUST consent to any change in Beneficiary or any change in form of payment for the

change to be valid.

3.4.2 How do I choose a Beneficiary? May I change my mind later?

You make your choice of Beneficiary on the form prescribed by the Plan. You may complete

the form online at the Anadarko Benefits Center website at

https://www.Anadarkoadvantage.ehr.com/

or you may request a paper form. If you are married and choose a Beneficiary other than your

Eligible Spouse, you must obtain the written consent of your Eligible Spouse. Your Eligible

Spouse’s consent and acknowledgment must be in writing and witnessed by a Plan

representative or notary public in order to be effective. A spousal consent form may be

downloaded from the Anadarko Benefits Center website.

The Spousal Consent form must be returned to the Anadarko Benefits Center address listed in

Section 1.4. Once spousal consent has been given, it may not be revoked by your Eligible

Spouse without your consent.

Your choice may be changed at any time before you make your benefit election by filling out a

replacement form and returning it to the Anadarko Benefits Center.

3.4.3 What if I do not choose a Beneficiary or my designation is invalid?

If no valid designation of your Beneficiary is on file at the time of your death, your Beneficiary

will be (a) your Eligible Spouse or (b) if there is no Eligible Spouse, the executor or

administrator of your estate (or your heirs under state law if there is no administration of your

estate). If one or more, but not all of your designated Beneficiaries of the same type (primary

or contingent) predecease you and the portion of your death benefit payable to the individual

predeceased Beneficiary does not exceed $50,000 (determined as if the Beneficiary would have

received such death benefit in the form of a lump sum payment), it will be paid to the executor

or administrator of your estate, or to your heirs under state law if there is no administration of

your estate; however, if the portion of your death benefit payable to the individual predeceased

Beneficiary equals or exceeds $50,000 (determined as if the Beneficiary would have received

such death benefit in the form of a lump sum payment), it will be paid to the executor or

administrator of the Beneficiary’s estate, or to his or her heirs under state law if there is no

administration of his or her estate. These default designation provisions apply to Plan death

benefits regardless of your Termination Date, including Legacy Benefits, benefits under the

UPR Plan, and Personal Wealth Account Benefits.

Your Beneficiary and/or Eligible Spouse may be disqualified from receiving Plan benefits if he

or she would be disqualified from inheriting your assets under state law because he or she brings

about your death. In that event, your Beneficiary will be determined disregarding any such

disqualified person.



3.4.4 What if my Beneficiary is a Minor or Incompetent?

Please see the Plan for special rules that apply when a Beneficiary is a minor or is incompetent

under applicable law. Call the Anadarko Benefits Center for more information.

3.4.5 What is required for my Eligible Spouse to consent to another Beneficiary or another

Form of Payment at the time of my election?

Your Eligible Spouse must acknowledge (a) the specific form of payment that has been elected,

(b) the person who has been designated as Beneficiary, and (c) the effect of such consent. Your

Eligible Spouse’s consent and acknowledgment must be in writing and witnessed by a Plan

representative or notary public in order to be effective.

Once spousal consent has been given, it may not be revoked by your Eligible Spouse without

your consent. The Spousal Consent form must be returned to the Anadarko Benefits Center

address listed in Section 1.4.

If the form of benefit you have elected allows it, your choice of beneficiary may be changed at

any time by filling out a replacement form and returning it to the Anadarko Benefits Center.

You may revoke any election, in writing, during the election period and without spousal consent.

After any such revocation, the standard form of distribution will be the default form of payment

unless you make another election (which is subject to the spousal consent requirements if you

are married) within the election period.

3.4.6 My husband (or wife) and I are separated. Is spousal consent waived?

No, it is not. You will not need spousal consent only if you establish to the satisfaction of the

Administrative Committee that such consent may not be obtained because (a) you have no

Eligible Spouse, (b) your Eligible Spouse cannot be located, or (c) there exists another

circumstance for waiving the spousal consent requirements as prescribed under the Plan and the

Code. Otherwise, spousal consent will still be required.

Spousal consent may be waived if your Eligible Spouse has already previously validly

consented, in writing, to your choice of a Beneficiary and that consent both (1) permits changes

without further spousal consent and (2) acknowledges the effect of such consent by the Eligible

Spouse.

3.4.7 My husband (or wife) is my Beneficiary and we just divorced. Do I need to choose a new

Beneficiary?

Yes. You will need to choose a new Beneficiary or redesignate your ex-spouse as your

Beneficiary. Once you and your spouse divorce, your designation of your spouse as Beneficiary

is automatically void unless a QDRO requires your former spouse to be designated as your

Eligible Spouse for all or a portion of your Accrued Benefit.

If you would like your ex-spouse to continue as your Beneficiary after a divorce, you may

choose to redesignate him or her as your Beneficiary. This redesignation must occur after your

divorce in order to be valid.



3.4.8 Can my Beneficiary roll over the benefit he or she receives?

Your Beneficiary may elect to have all or any portion of an Eligible Rollover Distribution rolled

over directly to an Eligible Retirement Plan, including the Anadarko Employee Savings Plan,

but subject to certain restrictions as outlined in the Plan.

Section 3.5 Distribution Options

3.5.1 What is the standard form of distribution?

If you are married on your Annuity Starting Date, the standard form of benefit distribution is a

Qualified Joint and Survivor Annuity (“QJSA”). If you are not married on your Annuity Starting

Date, the standard form of benefit payment is a single life annuity. This is how your benefit will

be paid unless you validly elect an optional form of distribution and meet the requirements to

receive that optional form.

3.5.2 How do the joint and survivor annuities work?

A joint and survivor annuity pays a benefit to you each month for the rest of your life and then,

after you die, pays a percentage of that benefit amount each month to your Beneficiary until he

or she dies. The Qualified Joint and Survivor Annuity (“QJSA”) is a type of joint and survivor

annuity that pays a 50% survivor benefit to your Eligible Spouse. The Qualified Optional

Survivor Annuity (“QOSA”) is a type of joint and survivor annuity that pays a lesser monthly

benefit to you, but after you die, it pays 75% of that benefit to your surviving spouse each month

until he or she dies.

If your joint annuitant dies before your Annuity Starting Date, your choice of benefit will be

cancelled automatically and replaced with the standard form of distribution, unless you elect a

new optional form of benefit. The death of your joint annuitant after your Annuity Starting Date

will not affect your annuitant election or permit you to revoke such election or to make a new

election.

Example: Jessica is married and participates in the Plan. She elects to receive a QJSA upon

retirement, and her benefit is calculated to be $900 per month. This means that as long as Jessica

is alive, she will receive a benefit of $900 each month. Because the QJSA pays a 50% survivor

benefit, her husband would receive $450 each month after Jessica dies if he survives her.

However, if after the Annuity Starting Date, Jessica’s husband dies before Jessica, no benefit

will be paid after Jessica dies.

If Jessica had selected the QOSA, the amount payable each month while Jessica was alive would

have been an actuarial equivalent that is less than $900 to compensate for the fact that her

husband would receive a larger percentage benefit after she dies if he should survive her.

3.5.3 How do I elect an optional form of distribution?

Before your expected Annuity Starting Date, the Anadarko Benefits Center will provide you

with written notice that includes a general description of the material features of the standard

form of benefit and an explanation of the relative values of the optional forms of benefit



available under the Plan and of your right, if any, to defer receipt of your distribution, as well as

an explanation of your right to a Direct Rollover.

After you or your surviving Beneficiary, as applicable, have received such notice, you or your

surviving Beneficiary may elect a form of distribution and, if permitted with respect to the

benefit payable, an Annuity Starting Date. Your election must be made in writing during the

“election period” that commences on the date the Anadarko Benefits Center provides you or

your Beneficiary, as applicable, with the notice and ends on the 181st day after such notice is

provided.

If you are married and you elect to receive your Accrued Benefit in a form of distribution other

than a QJSA, such as a lump sum payment, you must first obtain the written consent of your

Eligible Spouse. For more information on spousal consent, see Section 3.4.5.

3.5.4 What happens if I don’t choose a distribution form?

If you attain Normal Retirement Age and do not elect a form of distribution, your Accrued

Benefit will be distributed to you in the standard form of distribution. If you have not (i) attained

your Normal Retirement Age and (ii) elected a form of distribution and an Annuity Starting

Date, your Accrued Benefit will not be distributed until your Normal Retirement Date or, if

earlier, until the date you elect. If your Eligible Spouse is entitled to a Qualified Preretirement

Survivor Annuity (“QPSA”) and he or she does not elect a form of distribution and Annuity

Starting Date, the QPSA will not be distributed until the date on which you would have attained

your Normal Retirement Age.

3.5.5 If my lump sum benefit is small, why am I not offered any annuity options?

Regardless of your election or the spousal consent requirements, if the Present Value of your

Accrued Benefit is $5,000 or less as of your Termination Date, the Present Value will be paid

in a lump-sum payment as soon as administratively practical following your Termination Date.

The lump sum payment will be paid:

(a) to you if the Present Value of your Accrued Benefit is $1,000 or less;

(b) to you if the Present Value of your Accrued Benefit is more than $1,000, but not more

than $5,000, and you choose to have the payment be made to you;

(c) as a Direct Rollover to the Eligible Retirement Plan you selected if the Present Value

of your Accrued Benefit is more than $1,000, but is not more than $5,000, and you

choose an Eligible Retirement Plan for the rollover; or

(d) to an individual retirement account with a financial institution, as chosen by the

Administrative Committee, if the Present Value of your Accrued Benefit is more than

$1,000, but is not more than $5,000, and you do not elect to have your distribution paid

as a Direct Rollover to an Eligible Retirement Plan or directly to you.

The Administrative Committee may, but is not required to, recalculate your Accrued Benefit as

of any subsequent date to determine whether a lump sum amount is payable under this Section

3.5.



3.5.6 Can my distribution be rolled over?

You, your Eligible Spouse (or other Beneficiary) may elect to have all or any portion of an

Eligible Rollover Distribution rolled over directly to an Eligible Retirement Plan, including the

Anadarko Employee Savings Plan, but subject to certain restrictions as outlined in the Plan.



PART 4 PWA PARTICIPANT BENEFIT PROVISIONS

This Part 4 applies exclusively to PWA Participants. For example benefit calculations, see Part 5 of this SPD.

Section 4.1 Frequently Asked Questions

4.1.1 What are the eligibility requirements to be a PWA Participant?

Prior to January 1, 2012, if you were an Eligible Employee who was not participating in the Plan

prior to January 1, 2008, you were eligible to become a PWA Participant on the latest of January

1, 2008, your Hire Date, or your Rehire Date.

Further, if you are a Western Gas Eligible Employee, you were eligible to participate in the Plan

as a PWA Participant as of January 1, 2008, but only if you were an Eligible Employee when

you become eligible for coverage under the Plan.

On and after January 1, 2012, if you were a PWA Participant as of December 31, 2011, you will

continue to participate as a PWA Participant.

If you are a Retirement Choice Participant, you will become a PWA Participant as of January 1,

2012.

Subject to the provisions for rehired Employees that follow, if you are hired by the Company as

an Eligible Employee on or after January 1, 2012, you will be eligible to become a PWA

Participant as of your Hire Date.

If you transfer employment from a Nonparticipating Affiliate (including a foreign subsidiary)

to a class of Eligible Employees on or after January 1, 2012, you will be eligible to participate

in the Plan as a PWA Participant as of the date of your transfer to covered employment with the

Company.

If you are a rehired Eligible Employee, you will become a PWA Participant as of your Rehire

Date if (a) you were a PWA Participant as of your prior Termination Date, (b) your prior

Termination Date occurred on or before December 31, 2011, and your Rehire Date occurs after

the one year anniversary of your prior Termination Date or (c) your prior Termination Date

occurs on or after January 1, 2012.

4.1.2 How do I calculate my Accrual Service (for Points and Pay Credits) and my Vesting

Service?

The vesting rules for a PWA Participant are regulated by law and are complicated. This SPD

contains a brief explanation of how your Vesting Service and your Accrual Service are

calculated. However, see Part 9 for special provisions that apply to the calculation of Vesting

Service and Accrual Service of Retirement Choice Participants. If you have any questions

regarding the calculation of your Vesting Service or your Accrual Service, please contact the

Anadarko Benefits Center at 1-866-472-4711. Vesting Service and Accrual Service are

calculated in the same manner.



(a) Calculation Method (same for both Vesting Service and Accrual Service)

If you are a PWA Participant, your Vesting Service is your total years and complete months of

Service with any Affiliated Employer.

If you have non-successive periods of service, those periods will be added together to create

your total years of Vesting Service. When adding together non-successive periods of service,

thirty (30) days will be considered to be one month, and twelve (12) months will be considered

to be one year.

Service includes a period of employment while you are an “Ineligible Employee” as described

in Section 3.2.2 provided that you are actually employed by Anadarko or another Affiliated

Employer during such period. Such service includes periods of employment with Anadarko or

another Affiliated Employer while you are a temporary employee and/or are classified as a

“limited benefit employee.”

Example:

A PWA Participant who earned Vesting Service during the following non-consecutive periods

would have 4 years, 10 months, and 12 days of service:

Service A April 25, 2009 to May 12, 2010

Service B February 16, 2013 to October 14, 2014

Service C November 5, 2016 to December 31, 2018

To Calculate the Vesting Service:

Step 1: Calculate Service A 1 year and 18 days

Step 2: Calculate Service B 1 year and 7 months and 28 days

Step 3: Calculate Service C 2 years and 1 month and 26 days

Step 4: Add the days portion for Service A ,Service B , and Service C

18 days + 28 days + 26 days = 72 days

30 days equals 1 month, so the days portion equals 2 months and 12 days.

Step 5: Add the months portion and years portion to the days portion

4 years + 8 months + (2 months and 12 days) = 4 years, 10 months, and 12 days

Period of Severance

A one year Period of Severance is a 12-consecutive month period that begins on your Severance

from Service Date and ends on the first anniversary of that date if you have not yet performed

an Hour of Service after severing from service.



If you sever from service because you voluntarily separate, retire, or are discharged, and you

then perform an Hour of Service within 12 months of the Severance from Service Date, your

Period of Severance will be deemed to have been a period of Vesting Service.

However, if you were absent from service when you severed, you must perform an Hour of

Service, within 12 months of the date on which you were first absent from service, to have the

Period of Severance deemed a period of Vesting Service.

(b) Credit for Prior Service

You will be credited with Accrual Service for the number of whole years of your period of

service with any Company, whether or not such periods of service were completed

consecutively, subject to the following provisions:

(1) Except as otherwise provided below, in determining the number of whole years

of service, your non-successive periods of service will be aggregated as

described in Section 4.1.2(a) above. You will generally receive credit for

Accrual Service for any Period of Severance that is treated as a period of

service for purposes of Vesting Service.

(2) A “Year of Accrual Service” will mean a 12-month period of service with any

Affiliated Employer starting on your Hire Date or Rehire Date, whichever is

applicable, and ending on your Termination Date.

(3) Prior Accrual Service Restored. For purposes of calculating future Pay

Credits, your prior Accrual Service will be reinstated in accordance with the

following:

(i) Not Vested. If you are not vested in your Accrued Benefit, incur a

Five-Year Period of Severance, and are subsequently reemployed

by the Company, Accrual Service before your Rehire Date will not

be taken into account as Accrual Service following your Rehire

Date. If you are not vested in your Accrued Benefit as of your

Termination Date, and you are subsequently reemployed by the

Company before incurring a Five-Year Period of Severance, all

Accrual Service earned before your Period of Severance will be

reinstated on your Rehire Date.

(ii) Vested. If you are vested in your Accrued Benefit, terminate

employment, and are subsequently reemployed by the Company,

all Accrual Service earned before your Termination Date will be

reinstated on your Rehire Date.

(iii) Determination of Prior Accrual Service. For purposes of

determining your years of Accrual Service to be restored if you

were an APC Legacy Participant or a participant in the Kerr-

McGee Corporation Retirement Plan before your Termination

Date, your Accrual Service after your Rehire Date will be

calculated as though you were a PWA Participant as of your

Termination Date.



4.1.3 When will I earn additional Points for Pay Credits?

Points are generally based on the sum of your age and your Years of Accrual Service with the

Company. However, for Retirement Choice Participants, Points are based on the sum of your

age and your Years of Vesting Service. Both age and service are measured in completed years.

As a result, you will gain an additional Point on each birthday and on each service anniversary

date with the Company. For example, an employee aged 44 years and 9 months with 3.5 Years

of Accrual Service would have 47 points (i.e., 44 years of age plus 3 completed Years of Accrual

Service).

4.1.4 How do I determine my PWA account balance?

Unless (a) or (b) below apply to you, the initial balance in your Personal Wealth Account is

zero. Thereafter, the balance in your Personal Wealth Account will be the sum of your initial

balance plus your credited Pay Credits and Interest Credits under the Plan.

(a) If your Hire Date was at any time during the year ending on December 31, 2007, your

initial balance is your Compensation for the 2007 year multiplied by the number of

Pay Credits that correspond to your number of Points as of December 31, 2007.

(b) If you are a Western Gas Eligible Employee, your initial balance will be your

Compensation for the 2007 year multiplied by the number of Pay Credits that

correspond to your number of Points as of December 31, 2007, less the dollar amount

of the “Special Profit Sharing Contribution”, if any, that was allocated to your account

under the Anadarko Employee Savings Plan for the 2007 year.

4.1.5 How old must I be to retire?

The Plan defines your Normal Retirement Age as age 65, but you can continue to earn benefits

after age 65. Your Accrued Benefit is your Personal Wealth Account Benefit as of your

Termination Date.

4.1.6 What will happen to my Accrued Benefit if I terminate employment before Normal

Retirement Age?

If you are vested in your Accrued Benefit, you may begin receiving your Retirement Benefit as

provided in Section 4.1.8. The benefit you receive will be payable in the form of payment that

you validly elect and will be actuarially equivalent to your vested Accrued Benefit.

4.1.7 What will happen to my Accrued Benefit if I retire at or after my Normal Retirement Age?

If you retire on your Normal Retirement Date, you are entitled to receive a Retirement Benefit

on the first day of the month coincident with or next following your Normal Retirement Date or

any month thereafter, provided that benefits must start no later than your Required Beginning

Date. Your benefit will be equal to your Accrued Benefit, and will be payable in the form of

payment that you elect.

You may remain in Service beyond your Normal Retirement Age. If you retire after your

Normal Retirement Date, it is called Postponed Retirement. You may begin receiving a

Retirement Benefit on the first day of the month following the date of your Postponed



Retirement or any month thereafter, provided that benefits must start not later than your

Required Beginning Date. Your benefit upon Postponed Retirement will be equal to your

Accrued Benefit, which is payable in the form of payment you elect.

4.1.8 When do my benefits start if I terminate employment before my Normal Retirement Age?

If you terminate employment before your Normal Retirement Age, you are deemed to enter

retirement on the date of your termination of employment and your benefit will commence as

follows (but in no event later than your Required Beginning Date):

(1) If your request is received by the Administrative Committee no later than thirty (30)

days before your retirement, then the benefit will begin as of the later of:

(i) the first day of the month coincident with or next following your

retirement; or

(ii) the first day of the month you select.

(2) If your request is received by the Administrative Committee within thirty (30) days

before your retirement, then the benefit will begin as of the later of:

(i) the first day of the month coincident with or next following the date thirty

(30) days after the date your request is received; or


(3) If your request is received by the Administrative Committee after your Retirement,

your benefit will start as of the later of:

(i) the first day of the month coincident with or next following the sixtieth

(60th) day from the date your request was received; or


4.1.9 How is my Accrued Benefit affected if I am on Short Term Disability Leave?

If you take Short Term Disability Leave, you will continue to accrue Pay Credits and Interest

Credits each month while on Short Term Disability Leave. The Compensation used for

calculating the Pay Credits you accrue while on Short Term Disability Leave will be determined

by disregarding the short term disability pay received by you during your Short Term Disability

Leave and including, in lieu thereof, your ABBR while on Short Term Disability Leave based

on the length of your Short Term Disability Leave.



4.1.10 How is my Accrued Benefit affected if I am on Total and Permanent Disability?

If you terminate employment due to Total and Permanent Disability before your Normal

Retirement Date, you will be entitled to receive a Retirement Benefit as of the month next

following your date of disability, and you may elect to receive your benefit commencing as set

forth in Section 4.1.8. Your date of disability is the day after the last day you actually performed

Service for the Company before your Total and Permanent Disability.

If you are Totally and Permanently Disabled, you will continue to accrue Pay Credits and

Interest Credits for each month you are Totally and Permanently Disabled until either you cease

to be Totally and Permanently Disabled or you choose to receive a Retirement Benefit. Monthly

Compensation for purposes of determining your Pay Credits will be your ABBR as of the day

before you became Totally and Permanently Disabled. Upon receipt of a Retirement Benefit,

you will cease accruing Pay Credits and Interest Credits.

4.1.11 What will happen to my Accrued Benefit if I die before my Annuity Starting Date?

If you die after your Termination Date while you are not vested, neither your Eligible Spouse

or other Beneficiary will be entitled to receive a benefit under the Plan. However, if you die

while you are still actively employed with an Affiliated Employer, you will be 100% vested

upon death.

If you are vested in your benefit when you die (either because you died while actively employed

or you accrued sufficient Vesting Service before your Termination Date), your Beneficiary will

be eligible to receive your Accrued Benefit payable as either a lump sum or as a single life

annuity, as explained in detail in the Plan. If your Beneficiary dies before starting benefits, the

Accrued Benefit will be paid in a lump sum to your Beneficiary’s estate upon receipt by the

Anadarko Benefits Committee of appropriate directions.

If you die while performing Qualified Military Service, you will be deemed to have been

reemployed at the time of your death for purposes of determining whether any death benefit

would be applicable under the Plan and the amount of the benefit (the calculation of which shall

exclude any benefits attributable to the your period of Qualified Military Service).

4.1.12 What will happen to my Accrued Benefit if I die after my Annuity Starting Date?

If you die on or after your Annuity Starting Date (whether or not payment of your benefit has

actually begun), the only benefit payable to your Beneficiary will be pursuant to the form of

annuity benefit you were receiving or had elected to receive.

4.1.13 What is the standard form of distribution for my Accrued Benefit?


QJSA. If you are not married on your Annuity Starting Date, the standard form of benefit

payment is a single life annuity. This is how your benefit will be paid unless you validly elect

an optional form of distribution and meet the requirements to receive that optional form.



4.1.14 What are the optional forms of distribution for my Accrued Benefit?

(a) Lump Sum Distribution. You may elect payment of your Accrued Benefit in a single

lump sum. The payment of any lump sum to you or your Eligible Spouse (or other

Beneficiary) will relieve the Plan of any obligation to provide a further benefit.

(b) Single Life Annuity. If you are married, you may elect a single life annuity for your

life as an optional form of benefit.

(c) Joint and Survivor Annuity. You may elect to have your Accrued Benefit paid in an

annuity for your life, with a survivor’s annuity equal to 50%, 75% or 100% (as you

elect) of the amount you received during your lifetime.

(d) Term Certain and Life Annuity. An annuity for a term certain of five years or ten years

(as you elect) and continuous for your life if you survive the term certain (subject to

restrictions described in the Plan).

See Part 9 for the special provisions that apply to the distribution of Accrued Benefits of

Retirement Choice Participants.

4.1.15 Can the distribution of my Accrued Benefit be rolled over?

You or your Eligible Spouse (or other Beneficiary) may elect to have all or any portion of an

Eligible Rollover Distribution rolled over directly to an Eligible Retirement Plan, including the

Anadarko Employee Savings Plan, but subject to certain restrictions as outlined in the Plan.



PART 5 PWA PARTICIPANT BENEFIT EXAMPLES

If you are a PWA Participant, Anadarko makes two separate contributions on your behalf: a

contribution to your Personal Wealth Account (“PWA”) based on your age and service as

described in this Part 5 and an additional 4% contribution to your Anadarko Employee Savings

Plan account. More information about the 4% contribution can be found in the Summary Plan

Description for the Anadarko Employee Savings Plan.

Definitions

Personal Wealth Account Balance — This is the accumulated balance of your PWA as of the

end of each pay period. The starting or beginning balance at Date of Hire is zero. Refer to

Section 4.1.4 for information about your beginning balance if you were hired before January 1,

2008.

Pay Credits — Each pay period your PWA will be credited with a percentage of that pay

period’s Compensation according to the following schedule:

Points Percent

Less than 40 5.0

40-49 6.0

50-59 7.0

60-69 9.0

70-79 11.0

80+ 13.0

Interest Credits — Each week your PWA will be credited with Interest Credits based on the

annual effective rate of interest on 30-year U.S. Treasury Securities. The rate will change at the

beginning of each calendar quarter based on government published rates applied to pension

plans.

Determining Your Account Balance

Step 1: Determine your Points. Points are based on the sum of your age and your Years of

Accrual Service with the Company. Both age and service are measured in completed years. As

a result, you will gain an additional Point on each birthday and on each service anniversary date

with the Company. For example, an employee aged 44 years and 9 months with 3.5 Years of

Accrual Service would have 47 points (i.e., 44 years of age plus 3 completed Years of Accrual

Service).

Step 2: Multiply the pay period’s Compensation by the applicable percent from the table above

to determine the period’s Pay Credit.



Step 3: Increase the beginning PWA balance with interest and add the Pay Credit to your PWA

balance. This is your beginning cash balance for the next pay period.

Example

The following is an example of the calculation of the cash balance for a newly hired employee

age 39 and 11 months earning $50,000 in Compensation per year and paid on a biweekly basis.

Note that between the 2nd and 3rd pay periods this employee has his 40th birthday and, as a

result, has earned an additional Point which entitles him to a higher Pay Credit contribution.

Pay Period

Compensation for the Pay

Period Points

Contributions for the Pay

Period Interest

Credited* Account Balance at End of Pay Period

1 $1,923.08 39 $96.15 $0.00 $96.15

2 $1,923.08 39 $96.15 $0.18 $192.48

3 $1,923.08 40 $115.38 $0.36 $308.22

4 $1,923.08 40 $115.38 $0.58 $424.18

5 $1,923.08 40 $115.38 $0.80 $540.36

6 $1,923.08 40 $115.38 $1.01 $656.75

7 $1,923.08 40 $115.38 $1.23 $773.36

Note: For this example, a 5% Interest Credit was used. The interest crediting rate, which will

vary, will be applied to amounts for each week until the date of distribution of the entire PWA

balance.

To view your current PWA balance and model future benefits using your own assumptions for

retirement age and salary growth, visit https://www.Anadarkoadvantage.ehr.com/ and click on

the Explore Your Retirement link.



PART 6 APC LEGACY PARTICIPANT BENEFIT PROVISIONS

This Part 6 applies exclusively to APC Legacy Participants. For example benefit calculations, see Part 8 of this SPD.

Section 6.1 Frequently Asked Questions (APC Legacy Participants)

6.1.1 What are the eligibility requirements to be an APC Legacy Participant?

Prior to January 1, 2012, subject to the provisions for rehired Employees that follow, if you were

an Eligible Employee and you were actively participating in the Plan as of December 31, 2007,

you were eligible to continue to participate as an APC Legacy Participant.

On and after January 1, 2012, subject to the provisions for rehired Employees and Retirement

Choice Participants that follow, if you are an Eligible Employee and you were actively

participating in the Plan as an APC Legacy Participant as of December 31, 2011, you will

continue to participate as an APC Legacy Participant.

If you are a rehired Eligible Employee, you will resume participation as an APC Legacy

Participant on your Rehire Date if you were accruing benefits as an APC Legacy Participant

during 2011, your immediately preceding Termination Date occurred on or before December

31, 2011, and your Rehire Date occurs on or before the one year anniversary of your Termination

Date.

If you were formerly an Eligible Employee with an Accrued Benefit as of your Termination

Date, you will continue to be an APC Legacy Participant with respect to such Accrued Benefit.

If you are a Retirement Choice Participant, you will continue to be an APC Legacy Participant

with respect to your accrued Legacy Benefit as of December 31, 2011, but your accrued Legacy

Benefit will not increase by reason of your Service completed (or imputed) or Compensation

received (or imputed) after December 31, 2011.

6.1.2 How do I calculate my Vesting Service and Accrual Service?

You will be credited with one year of Vesting Service and Accrual Service for each year for

which you are credited with 1,000 or more Hours of Service. Vesting Service and Accrual

Service are calculated using the 190-hour rule. If you are paid for at least one hour in any given

month, you will be credited with 190 hours for that month.

If you have no Vested Interest as of your Termination Date, and then you incur a One-Year

Break-in-Service, your years of Vesting Service completed before the One-Year Break-in-

Service will be disregarded in determining your years of Vesting Service until you complete one

year of Vesting Service after your Rehire Date.

If you have no Vested Interest as of your Termination Date, and then you incur a Five-Year

Break-in-Service, your years of Vesting Service completed before the Five-Year Break-in-

Service will be disregarded in determining your years of Vesting Service after your Rehire Date.



6.1.3 What happens to my Accrued Benefit if I leave the Company and then am reemployed

while in pay status?

If you terminated employment and you are later reemployed before six months have passed, or

before you began to receive your benefit payments under the Plan, your benefit payments will

be suspended while you are reemployed.

If you terminated employment, were not reemployed for at least six months, and then

reemployed after you began to receive your benefit payments under the Plan, you will continue

to receive your benefit payments while you are reemployed.

When your reemployment ends, whether or not payment of your benefit was suspended during

the reemployment, your benefit will be calculated based upon your Accrual Service as credited

both for employment completed before your reemployment and your employment completed

after your reemployment, but will be reduced by the Actuarial Equivalent of all amounts that

you previously received from the Plan.

If your Accrued Benefit is recalculated as a result of your reemployment with the Company, the

date payment of the recalculated benefit begins is considered a new Annuity Starting Date. Any

elections and consents made for the new Annuity Starting Date will apply to the Accrued Benefit

that you accrued both before and after your reemployment.

6.1.4 How old must I be to retire?

If you choose to retire as of your Normal Retirement Date, you may begin receiving your

Pension benefits under the Plan at Normal Retirement Age (65). If you choose to retire on an

Early Retirement Date and have at least five years of Vesting Service, you may begin receiving

your Pension benefits at any age between 55 and 65. However, if you choose to begin your

benefits before age 62, your monthly benefit will be actuarially reduced to account for your

longer life expectancy.

6.1.5 What will happen to my Accrued Benefit if I retire or terminate employment before

Normal Retirement Age?

If you are vested in your Accrued Benefit, it will be distributed as described in Section 6.2.

6.1.6 What will happen to my Accrued Benefit if I retire at Normal Retirement Age?

You will be entitled to Pension benefits starting on the first day of the month coincident with or

next following your Normal Retirement Date. The timing of your benefit is explained in Section

6.2.3.

6.1.7 What is the formula for calculating my Pension benefits at Normal Retirement Age?

The monthly payment of your Pension benefits will equal 1.40% of your Average Monthly

Compensation multiplied by your years of Accrual Service, plus (a) 0.40% of your Average

Monthly Compensation in excess of your Average Monthly Covered Compensation multiplied

by (b) your years of Accrual Service not in excess of 35 years. Your Average Monthly

Compensation, Average Monthly Covered Compensation and Accrual Service are determined

as of your Termination Date.



6.1.8 What will happen to my Accrued Benefit if I retire after Normal Retirement Age?

Your benefit will be a Pension starting on the first day of the month coincident with or next

following your Termination Date. The monthly payment of such Pension will equal the greater

of (a) or (b) below:

(a) 1.40% of your Average Monthly Compensation multiplied by your years of Accrual

Service, plus (1) 0.40% of your Average Monthly Compensation in excess of your

Average Monthly Covered Compensation multiplied by (2) your years of Accrual

Service not in excess of 35 years. Your Average Monthly Compensation, Average

Monthly Covered Compensation, and Accrual Service are determined as of your

Termination Date; or

(b) The monthly amount of the Pension that is the Actuarial Equivalent of your Accrued

Benefit on your Normal Retirement Date, as determined under Section 6.1.7.

6.1.9 What will happen if I go on Short Term Disability Leave?

In the event you take Short Term Disability Leave, you will continue to accrue Accrual Service

each month while on Short Term Disability Leave. When calculating the Accrued Benefit you

accrue while on Short Term Disability Leave, Compensation is determined by disregarding the

short term disability pay you receive during your Short Term Disability Leave and, in its place,

including your ABBR while on Short Term Disability Leave based on the length of your Short

Term Disability Leave.

6.1.10 What will happen if I become Totally and Permanently Disabled?

If you become Totally and Permanently Disabled, you may continue to accumulate Vesting

Service and Accrual Service during the period that you receive income replacement benefits

under the Company’s long term disability plan.

(a) If your employment is terminated due to Total and Permanent Disability before your

Normal Retirement Date, you will be entitled to receive, as of your Normal Retirement

Date, a benefit that is the Actuarial Equivalent of a Pension starting on the first day of

the month coincident with or next following your Normal Retirement Date, with each

monthly payment of such Pension computed in the manner provided for in Section

6.1.7, based upon (a) the Accrual Service you would have completed had your

employment continued to your Normal Retirement Date, and (b) the Average Monthly

Compensation and the Average Monthly Covered Compensation you would have had

if your employment had continued to your Normal Retirement Date, and during such

period, you had received annual Compensation equal to the average of the monthly

Compensation you received during the 12-month period immediately preceding the

date your employment was terminated due to such disability.

If you were partially disabled before becoming Totally and Permanently Disabled, your

Average Monthly Compensation will be determined based upon the average of the

monthly Compensation you received during the 12-month period immediately

preceding the date you shifted to a partial disability work schedule. For purposes of

the preceding sentence, you are considered to have become partially disabled when

both (1) you began working a schedule of less than five days per week and (2) you



began receiving payments from the Company’s long term disability plan for days

during a week when you were not actively working for the Company.

(b) If you continue to receive long term disability benefit payments past your Normal

Retirement Date under the Company’s long term disability plan, you may request to

defer commencement of your benefit payable pursuant to this provision until the first

day of the month coincident with or next following the date your long term disability

benefit payments end. If you elect to defer the start of your benefit, your Pension will

be computed in the manner provided in Section 6.1.10(a), but will be increased on an

Actuarially Equivalent basis to reflect such deferred commencement. Your request

must be received by the Anadarko Benefits Center not less than sixty (60) days before

your Normal Retirement Date.

(c) If you are to receive a benefit pursuant to Section 6.1.10(a), your Annuity Starting Date

will be the first day of the month coincident with or next following your Normal

Retirement Date. If you are to receive a benefit pursuant to Section 6.1.10(b), your

Annuity Starting Date will be the first day of the month so requested.

6.1.11 When does my Total and Permanent Disability end?

Your Total and Permanent Disability will be considered to have ended, if before your Normal

Retirement Date, you stop receiving long term disability benefits under the Company’s long

term disability plan.

6.1.12 What will happen if my Total and Permanent Disability ends?

(a) If your Total and Permanent Disability ends before your Normal Retirement Date and

you are reemployed by the Company, then for purposes of determining eligibility for,

and the amount of, any Plan benefit to which you may subsequently become entitled,

you will be credited with Vesting Service and Accrual Service for the period of such

disability as if your employment had continued through such period. You will be

treated as having received during such period annual Compensation equal to the

average of the monthly Compensation you received during the 12-month period

immediately preceding the date your employment was terminated due to such

disability.

(b) If you meet the requirements for termination with a Vested Interest or early retirement

after the date your employment is terminated by reason of your Total and Permanent

Disability but prior to your Normal Retirement Date, considering both your attained

age on such date and the Vesting Service you would have completed had your

employment continued to such date, you will be eligible for a benefit under the

provisions for retirement or termination, whichever is applicable, as if you terminated

employment as of the month next following the date you meet the requirements for

termination with a Vested Interest or early retirement (or any month thereafter). The

amount of the benefit is computed by considering your Average Monthly

Compensation and Average Monthly Covered Compensation as of the applicable

month and the Accrual Service you would have completed had your employment

continued to that month. If you elect to receive your benefit pursuant to this Subsection

(b), you will not accrue further benefits under Section 6.1.10(a).



6.1.13 What will happen to my Accrued Benefit if I die before my Annuity Starting Date?

If you are vested, your Accrued Benefit will be distributed as determined in Part 7.

If you die while performing Qualified Military Service, you will be deemed to have been

reemployed at the time of your death for purposes of determining whether any death benefit

would be applicable under the Plan and the amount of the benefit (the calculation of which shall

exclude any benefits attributable to your period of Qualified Military Service).

6.1.14 What will happen to my Accrued Benefit if I die after my Annuity Starting Date?

If you die on or after your Annuity Starting Date (whether or not payment of your benefit has

actually begun), the only benefit payable to your Beneficiary will be pursuant to the form of

annuity benefit you were receiving or had elected to receive.

6.1.15 What is the standard form of distribution for my Accrued Benefit?


QJSA. If you are not married on your Annuity Starting Date, the standard form of benefit

payment is a single life annuity. This is how your benefit will be paid unless you validly elect

an optional form of distribution and meet the requirements to receive that optional form.

6.1.16 What are the optional forms of distribution for my Accrued Benefit?

(a) Lump Sum Distribution. You may elect payment of your Accrued Benefit in a single

lump sum. The payment of any lump sum to you or your Eligible Spouse (or other

Beneficiary) will relieve the Plan of any obligation to provide a further benefit.

(b) Single Life Annuity. If you are married, you may elect a single life annuity for your

life as an optional form of benefit.

(c) Joint and Survivor Annuity. You may elect to have your Pension paid in an annuity

for your life, with a survivor’s annuity equal to 50%, 75% or 100% (as you elect) of

the amount you received during your lifetime.

(d) Term Certain Annuity. An annuity for a term certain of five years or ten years (as you

elect) and continuous for your life if you survive the term certain (subject to restrictions

described in the Plan).

6.1.17 How is a lump sum benefit calculated?

The lump sum will be calculated as follows:

If the Annuity Starting Date is not January 1, the benefit will be the greater of (a) or (b) below.

If the benefit commences January 1, the benefit will be the greatest of (a), (b) or (c) below.

(a) The amount calculated using (1) the 30-year Treasury Rate for the September

preceding the first day of the calendar year in which the lump sum is paid, and (2) the

mortality table specified in IRS Revenue Ruling 2001-62.



(b) The amount calculated using (1) the Applicable Interest Rate for the September

preceding the first day of the calendar year in which the lump sum is paid, and (2) the

Applicable Mortality Table.

(c) The amount calculated using (1) the 30-year Treasury Rate for the September

preceding the first day of the calendar year that immediately precedes the calendar year

in which the lump sum is paid, and (2) the mortality table specified in IRS Revenue

Ruling 2001-62.

See Part 9 for the special provisions that apply to the calculation of lump sum benefits of

Retirement Choice Participants.

Section 6.2 Early Retirement and Terminated Vested Benefit Provisions

6.2.1 Your Termination Date is after you attain age 55 (but before your Normal Retirement

Date) with five (5) or more years of Vesting Service.

If you are an APC Legacy Participant who retires or terminates service (other than for death or

Total and Permanent Disability) on or after your Early Retirement Date and before your Normal

Retirement Date, you will be entitled to receive your benefits starting on the first day of the

month coincident with or next following your Normal Retirement Date unless you provide

notice requesting that benefits begin sooner.

If you elect an Annuity Starting Date after your Normal Retirement Date, each monthly payment

of your Pension will equal your Accrued Benefit under the Normal Retirement Benefit Formula,

considering your Average Monthly Compensation, Average Monthly Covered Compensation

and Accrual Service to your Termination Date.

If you elect an Annuity Starting Date after age 55, but before your Normal Retirement Date, the

first payment will commence on the Annuity Starting Date determined in Section 6.2.3. Your

benefit will be the Actuarial Equivalent of a Pension commencing on the same date. Each

monthly payment will be the product of a normal retirement benefit considering your Average

Monthly Compensation, Average Monthly Covered Compensation and Accrual Service to your

Termination Date, and a reduction factor to account for your earlier start date, as set forth in the

following Reduction Table 1.



Reduction Table 1 Reduction Table 1 (cont.)

Age (*) at Date

Benefit

Commences

Percentage of

Normal

Retirement

Benefit

Age (*) at Date

Benefit

Commences

Percentage of

Normal

Retirement

Benefit

65 or Older 100% 59 91

64 100 58 88

63 100 57 85

62 100 56 82

61 97 55 79

60 94

(*) If your age when your benefit starts is a fractional number of years, the percentage to be

used will be obtained by a pro rata adjustment as determined by Anadarko.

6.2.2 Your Termination Date is either (a) before you attain age 55 with a Vested Interest or (b)

after you attain age 55 with at least three but less than five years of Vesting Service.

If you are an APC Legacy Participant who terminates service (other than for death or Total and

Permanent Disability) either (a) with a Vested Interest before attaining age 55 or (b) after

attaining age 55 with at least 3 but less than 5 years of vesting service you will be entitled to

receive your benefits starting on the first day of the month coincident with or next following

your Normal Retirement Date unless you provide notice requesting that benefits begin sooner.

(a) If you elect an Annuity Starting Date before age 55 you will be entitled to a Pension

that is the Actuarial Equivalent of your Accrued Benefit as of the first day of the month

as determined in Section 6.2.3.

(b) If you elect an Annuity Starting Date after your Normal Retirement Date, each monthly

payment of your Pension will equal your Accrued Benefit under the Normal

Retirement Benefit Formula, considering your Average Monthly Compensation,

Average Monthly Covered Compensation and Accrual Service to your Termination

Date.

(c) If you elect an Annuity Starting Date on or after age 55, but before your Normal

Retirement Date, you will be entitled to receive a benefit that is the Actuarial

Equivalent of a Pension as of the first day of the month as determined in Section 6.2.3.

The Pension will be the product of a normal retirement benefit considering your

Average Monthly Compensation, Average Monthly Covered Compensation and

Accrual Service to your Termination Date, and a reduction factor to account for your

earlier start date, as set forth in the following Reduction Table 2.




Age (*) at

Date

Benefit

Commences

Percentage of

Normal Retirement

Benefit

Age (*) at Date

Benefit

Commences

Percentage of

Normal

Retirement

Benefit

65 or Older 100.0% 59 63.3

64 93.3 58 60.0

63 86.7 57 56.7

62 80.0 56 53.3

61 73.3 55 50.0

60 66.7



If you are an APC Legacy Participant (other than a Retirement Choice Participant or a UPR

Participant) who terminated employment prior to January 1, 2007, but who was reemployed on

or after January 1, 2007 and whose most recent Termination Date occurred after January 1,

2007, then you will be entitled to receive your benefit pursuant to Section 6.2.2(a), if applicable.

If you are an APC Legacy Participant (other than a Retirement Choice Participant or a UPR

Participant) who terminated employment before your Early Retirement Date, but who was

reemployed and attained your Early Retirement Date during the period of such reemployment,

and your most recent Termination Date occurred prior to your Normal Retirement Date, then

you will be entitled to receive an early retirement benefit as described in Section 6.2.1.

6.2.3 Annuity Starting Date

(a) Your Accrued Benefit will begin to be paid under the Plan as follows:

(1) If your request is received by the Anadarko Benefits Center no later than thirty

(30) days before your Termination Date, then the benefit will begin as of the

later of:

(i) the first day of the month coincident with or next following your

Termination Date; or


(2) If your request is received by the Anadarko Benefits Center within thirty (30)

days before your Termination Date, then the benefit will begin as of the later

of:

(i) the first day of the month coincident with or next following the date

thirty (30) days after the date your request is received; or




(3) If your request is received by the Anadarko Benefits Center after your

Termination Date, your benefit will start as of the later of:

(i) the first day of the month coincident with or next following the

sixtieth (60th) day from the date your request was received; or


See Part 9 for special rules that apply to the payment of Plan benefits to Retirement Choice

Participants.

Section 6.3 Change of Control Provision for APC Legacy Participants

If you are an APC Legacy Participant, and your (a) employment terminates after both

(i) December 31, 2007, and (ii) a change of control that would entitle you to receive a separation

benefit under the terms of Anadarko’s Change of Control Plan, and (b) you are credited with

five (5) years of Vesting Service but you have not attained age 55 as of your Termination Date,

then regardless of whether you are a participant in, or actually receive a benefit under the Change

of Control Plan, you will be entitled to start your benefit as of the first day of the month

coincident with or next following your Termination Date, or as of the first day of any subsequent

month that precedes your Normal Retirement Date that is the Actuarial Equivalent of a Pension

starting on the same date. Each monthly payment of such Pension will be computed as for a

standard form of benefit, considering your Average Monthly Compensation, Average Monthly

Covered Compensation and Accrual Service to your Termination Date.

If you request to start your benefit payments as of the first day of the month coincident with or

next following your Termination Date, or as of the first day of any subsequent month that

precedes your Normal Retirement Date, you will be entitled to receive your benefit as of the

first day of the month so requested, provided that your request was received by the Anadarko

Benefits Center not less than sixty 60 days before the proposed Annuity Starting Date of the

benefit. Each monthly benefit payment will be the product of (1) the same benefit computed in

the manner provided in Section 6.1.7 and (2) a reduction factor that reflects your younger age

and the earlier commencement of benefit payments as set forth in the Reduction Table 1 below;

however, if you have not attained age 55, your benefit will be the Actuarial Equivalent of your

age 55 benefit that is the product of (1) and (2).




Age (*) at

Date

Benefit

Commences

Percentage of

Normal

Retirement

Benefit

Age (*) at Date

Benefit

Commences

Percentage of

Normal

Retirement

Benefit

65 or Older 100% 59 91

64 100 58 88

63 100 57 85

62 100 56 82

61 97 55 79

60 94





PART 7 APC LEGACY PARTICIPANT DEATH BENEFIT

This Part 7 applies exclusively to APC Legacy Participants.

Section 7.1 Death Benefit Based on Class of Participant

7.1.1 Eligibility for Death Benefit

(a) Death on or after January 1, 2008 Required. This Part 7 applies to Participants who

die on or after January 1, 2008. Participants who died prior to January 1, 2008 are

governed by the terms of the Plan as in effect at their death.

(b) Vested Interest Required. To be eligible to receive a death benefit, you must be vested

in your Accrued Benefit. If you die after your Termination Date at a time when you

are not vested, neither your Eligible Spouse nor any other Beneficiary will be entitled

to receive a benefit under the Plan. If you die while you are an active employee, you

become 100% vested in your Accrued Benefit upon death.

(c) Death Before Annuity Starting Date. These benefits only apply to you if you die before

your Annuity Starting Date. If you die on or after your Annuity Starting Date, no

benefit is payable under this Section 7.1.

(d) Death Before Required Beginning Date. These benefits only apply to you if you die

before your Required Beginning Date. If your service is terminated by reason of your

death on or after your Required Beginning Date, no benefit is payable under this

Section 7.1.

7.1.2 Covered Groups

Except as provided in this Section 7.1, no benefit is paid on your behalf under the Plan if you

die before your Annuity Starting Date. The groups of Participants covered under this Section

7.1:

(a) Participant Group A. This group includes (1) vested terminated Participants who die

on or after January 1, 2008, and (2) Totally and Permanently Disabled Participants who

die on or after January 1, 2008 and before January 1, 2009; and

(b) Participant Group B. This group includes (1) Active Participants who die on or after

January 1, 2008 and (2) Totally and Permanently Disabled Participants who die on or

after January 1, 2009.

7.1.3 Death Benefit for Participant Group A

If you are included in Participant Group A when you die, there is a death benefit payable on

your behalf subject to this Section 7.1.3; provided, however, if you die during the “election

period” (as described in Section 3.5.3) that includes the date of your termination of employment,

you will be treated as if you were included in Participant Group B, and the death benefit payable

on your behalf will be subject to Section 7.1.4.



(a) Beneficiary. If you are married at the time of your death, your Beneficiary under this

Section 7.1.3 is your surviving Eligible Spouse, unless your Eligible Spouse has validly

consented to the designation of another Beneficiary in accordance with the spousal

consent requirements. If you are not married, or if your Eligible Spouse validly

consents, you may designate a Beneficiary. Notwithstanding the provisions of the Plan

in effect at the time of your termination, you may elect a Beneficiary other than your

Eligible Spouse in accordance with the terms of this Section 7.1.3.

(b) Benefit Form and Type. The benefit under this Section 7.1.3 is paid as follows:

(1) If your Beneficiary is an individual, the survivor annuity provided by this

subsection is a single life annuity consisting of monthly payments for the life

of your Beneficiary determined as the Actuarial Equivalent of the death

benefit determined as follows:

(i) if you die on or before attaining your Early Retirement Date and

Normal Retirement Date, the death benefit your Beneficiary would

have received had you terminated your employment on the earlier

of your actual date of termination of employment or your date of

death, survived until the earlier of your Early Retirement Date or

Normal Retirement Date, elected to begin receiving your Vested

Interest as a QJSA standard form beginning immediately at the

earlier of your Early Retirement Date or Normal Retirement Date,

and died on the day after the day on which you would have reached

the earlier of your Early Retirement Date or Normal Retirement

Date; or

(ii) if you die after reaching your Early Retirement Date or Normal

Retirement Date, the death benefit your Beneficiary would have

received had you elected to receive your Vested Interest in the

QJSA standard form beginning on the day prior to your date of

death.

In the event a benefit begins before your Early Retirement Date, the amount of the survivor

annuity is decreased on an Actuarially Equivalent basis. In the event a benefit begins after your

Normal Retirement Date, the amount of the survivor annuity is increased on an Actuarially

Equivalent basis.

(2) If your Beneficiary is not an individual, or if your Beneficiary so elects on the

appropriate form filed with the Committee to receive the Actuarially

Equivalent value of such benefit in a lump sum payment, the benefit is a lump

sum that is the Actuarial Equivalent of the survivor annuity as described in

Section 7.1.3(b)(1).

(c) Benefit Timing. The benefit under this Section 7.1.3 is paid according to the timing

provisions in Section 7.3 using the following Annuity Starting Dates:

(1) If your Beneficiary is your Eligible Spouse:



(i) If your Eligible Spouse is located by the Location Deadline, the

Annuity Starting Date of the death benefit is the first day of the

month coincident with or next following your Normal Retirement

Date unless your Eligible Spouse elects an Annuity Starting Date

that is the first day of the month coincident with or next following

the date of your death.

(ii) If your Eligible Spouse is not located by the Location Deadline, the





the date that your Eligible Spouse was located.

(2) If your Beneficiary is your Eligible Spouse, and you die before October 1,

2009:

(i) If your Eligible Spouse is located by the Location Deadline, the


month coinciding with or next following your Normal Retirement



your Early Retirement Date or your date of death.

(ii) If your Eligible Spouse is not located by the Location Deadline, the





your Early Retirement Date or the date that your Eligible Spouse

was located.

(3) If your Beneficiary is not your Eligible Spouse, the Annuity Starting Date of

the death benefit is the first day of the month coincident with or next following


Under no circumstances shall this Section 7.1.3 be construed to provide a death benefit less than

the minimum required by law.

7.1.4 Death Benefit for Participant Group B.

If you are included in Participant Group B when you die, there is a death benefit payable on

your behalf subject to this Section 7.1.3. If you die before your Annuity Starting Date and

Required Beginning Date, a benefit is payable to your Beneficiary.

(a) Beneficiary. If you are married at the time of your death, your Beneficiary under this

Section 7.1.4 is your surviving Eligible Spouse, unless your Eligible Spouse has validly

consented to the designation of another Beneficiary in accordance with the spousal

consent requirements. If you are not married, or if your Eligible Spouse validly



consents, you may designate a Beneficiary. Notwithstanding the provisions of the Plan

in effect at the time of your termination, you may elect a Beneficiary other than your

Eligible Spouse in accordance with the terms of this Section 7.1.4.

(b) Benefit Form. The benefit under this Section 7.1.4 shall, subject to the provisions of

Article 9, be payable as (1) a Pension for the life of your Beneficiary if your Beneficiary

is an individual, or (2) as the Actuarially Equivalent value of such benefit payable in a

lump sum payment if your Beneficiary is not an individual, or if your Beneficiary so

elects on the appropriate form filed with the Committee to receive the Actuarially

Equivalent value of such benefit in a lump sum payment

(c) Benefit Timing. The benefit under this Section 7.1.4 is paid according to the timing

provisions in Section 7.3 using the following Annuity Starting Dates:

(1) If your Beneficiary is your Eligible Spouse and is located by the Location

Deadline, the Annuity Starting Date of the death benefit is the first day of the

month coincident with or next following your Normal Retirement Date unless

your Eligible Spouse elects an Annuity Starting Date that is the first day of the

month coincident with or next following the date of your death.

(2) If your Beneficiary is your Eligible Spouse and is not located by the Location

Deadline, the Annuity Starting Date of the death benefit is the first day of the

month coincident with or next following your Normal Retirement Date unless

your Eligible Spouse affirmatively elects an Annuity Starting Date that is the

first day of the month coincident with or next following the date that your

Eligible Spouse was actually located.

(3) If your Beneficiary is not your Eligible Spouse, the Annuity Starting Date of

the death benefit is the first day of the month coincident with or next following


(d) Benefit Type. The benefit provided to your Beneficiary is the monthly retirement

income which is provided on an Actuarially Equivalent basis by:

(1) If your service is terminated by reason of your death prior to your Early

Retirement Date, the Actuarially Equivalent value of your Accrued Benefit,

determined as of the date of your death.

(2) If your service is terminated by reason of your death after your Early

Retirement Date, but before your Normal Retirement Date, the Actuarially

Equivalent value of the monthly retirement income that you would have been

entitled to receive under Section 5.2 of the Plan if you had retired from the

service of the Employer on the date of your death; or

(3) If your service is terminated by reason of your death on or after your Normal

Retirement Date, but prior to your Required Beginning Date, the Actuarially

Equivalent value of your Accrued Benefit, determined immediately prior to

your death, of the monthly retirement income that you would have been

entitled to receive under Sections 5.1 or 5.3 of the Plan if you had retired from

the service of the Employer on the date of your death.



Under no circumstances shall this Section 7.1.4 be construed to provide a death benefit less than

the minimum required by law.

Section 7.2 Automatic Cash-Out of Death Benefit.

7.2.1 Small Benefit Cash-Out.

If your Beneficiary is entitled to a death benefit pursuant to this Part 7, and the Actuarially

Equivalent present value of the death benefit is not in excess of $5,000, such death benefit will

be paid to your Beneficiary as a lump sum payment in accordance with the timing provisions of

Section 7.2.2 in lieu of any other benefit form and without regard to your election or the spousal

consent requirements.

7.2.2 Timing of Small Benefit Cash-Out.

Any payment in accordance with Section 7.2.1 is made as soon as administratively feasible

following your date of death subject to the following automatic cash-out timing provisions:

(a) If your Beneficiary is not your Eligible Spouse, is an individual, and is located by the

Location Deadline, payment of the death benefit to your Beneficiary will be made as

soon as is administratively feasible after your Beneficiary is actually located, but not

later than the Nonspousal Benefit Deadline.

(b) If your Beneficiary is not your Eligible Spouse, is an individual, and is not located by

the Location Deadline, the death benefit is transferred into a Default Rollover IRA as

soon as is administratively feasible, but not later than the Nonspousal Benefit Deadline.

(c) If your Beneficiary is your Eligible Spouse and is not located by the Location Deadline,

the death benefit is transferred into a Default Rollover IRA as soon as is

administratively feasible after the Location Deadline.

(d) If your Beneficiary is not an individual, payment of the death benefit to your

Beneficiary will be made as soon as is administratively feasible, but not later than the

Nonspousal Benefit Deadline.

Section 7.3 Payment Timing Procedures.

Payment of a death benefit will be made to Beneficiaries according to the following procedures.

7.3.1 Your Beneficiary is not an individual.

Upon your death, if your Beneficiary is not an individual, payment of the death benefit to your

Beneficiary will be made as soon as is administratively feasible on or following the Annuity

Starting Date, but no later than the Nonspousal Benefit Deadline.



7.3.2 Your Beneficiary is an individual.

Upon your death, if your Beneficiary is an individual, a Death Benefit Election Form will be

mailed (or otherwise delivered) to your Beneficiary as soon as is administratively feasible

according to the terms of this Section 7.3.2.

(a) Located Eligible Spouse. If your Beneficiary is your Eligible Spouse and is located by

the Location Deadline, then the death benefit will be paid as follows:

(1) If your Eligible Spouse makes a valid election as to form and time of payment

by the Election Deadline, payment of the death benefit to your Eligible Spouse

will be made as soon as administratively feasible on or following the Annuity

Starting Date elected by your Eligible Spouse.

(2) If your Eligible Spouse fails to make a valid election of time and form of

payment by the Election Deadline, your Eligible Spouse will be deemed to

have elected to defer election of the death benefit, in a form provided under

the Plan, until your Normal Retirement Date.

(b) Located Nonspousal Beneficiary. If your Beneficiary is not your Eligible Spouse and

is located by the Location Deadline, then the death benefit will be paid as follows:

(1) If your Nonspousal Beneficiary makes a valid election as to form of payment

by the Election Deadline, payment of the death benefit to your Beneficiary will

be made as soon as administratively feasible on or following the Annuity

Starting Date elected by your Beneficiary and not later than the Nonspousal

Benefit Deadline.

(2) If your Nonspousal Beneficiary fails to make a valid election as to form of

payment within 180 days of the date of the Death Benefit Election Form, the

death benefit is transferred into a Default Rollover IRA not later than the

Nonspousal Benefit Deadline.

(c) Lost Eligible Spouse. If your Beneficiary who is your Eligible Spouse is not located

by the Location Deadline, then the death benefit will be paid as follows:

(1) If your Eligible Spouse is subsequently located by the Plan Administrator

before your Normal Retirement Date, the Plan Administrator will mail (or

otherwise deliver) to your Eligible Spouse a Death Benefit Election Form.

(i) If your Eligible Spouse makes a valid election as to form and time

of payment by the Election Deadline, payment of the death benefit

to your Eligible Spouse will be made as soon as administratively

feasible on or following the Annuity Starting Date elected by your

Eligible Spouse.

(ii) If your Eligible Spouse fails to make a valid election as to form and

time of payment by the Election Deadline, your Eligible Spouse

will be deemed to have elected to defer election of the death



benefit, in a form provided under the Plan, until your Normal

Retirement Date.

(2) If your Eligible Spouse is not located by the Plan Administrator before your

Normal Retirement Date, your Eligible Spouse is deemed to have elected to

defer commencement of the death benefit until the date that would have been

your Normal Retirement Date. The death benefit is transferred into a Default

Rollover IRA as soon as is administratively feasible following this Annuity

Starting Date.

(d) Lost Nonspousal Beneficiary. If your Nonspousal Beneficiary is not located by the

Location Deadline, the death benefit is transferred into a Default Rollover IRA no later

than the Nonspousal Benefit Deadline.



PART 8 APC LEGACY PARTICIPANT BENEFIT EXAMPLES

Normal Retirement Benefit

Normal Retirement Benefit Formula

The Normal Retirement Benefit Formula is based on the assumption that you retire at age 65.

The formula has two parts which are added together to provide your total monthly benefit. If

your Average Monthly Compensation is less than your Average Monthly Covered

Compensation, Part B will be zero. A maximum of 35 years of Service will be used in Part B.

Part A 1.4% x Average Monthly Compensation x Years of Accrual Service

plus

Part B 0.4% x (Average Monthly Compensation – Average Monthly Covered

Compensation) x Years of Accrual Service

Normal Retirement Benefit Example

The following example calculates a monthly pension benefit of $3,457.20 based on the

following assumptions:

Age at Retirement: 65

Years of Accrual Service: 30

Average Monthly Compensation: $7,500

Average Monthly Covered Compensation: $4,939

Pay in Excess of Covered Compensation: $2,561

Step 1: Calculate Part A 1.4% x $7,500 x 30 = $3,150.00

Step 2: Calculate Part B 0.4% x ($7,500 - $4,939) x 30 = $307.20

Step 3: Add Part A plus Part B $3,150.00 + $307.20 = $3,457.20

Monthly Pension Benefit Beginning at Age 65 = $3,457.20

Note: The above example is provided for illustration only and should not be relied upon to

compute your actual benefits.



Early Retirement Benefit

Early Retirement Benefit Formula

If you elect early retirement, the normal retirement formula as shown in this Section is adjusted

by an early retirement factor as shown in the following table:

Age (*) at Date

Benefit

Commences

Percentage of

Normal

Retirement

Benefit

Age (*) at Date

Benefit

Commences

Percentage of

Normal Retirement

Benefit

65 or Older 100% 59 91

64 100 58 88

63 100 57 85

62 100 56 82

61 97 55 79

60 94

Early Retirement Benefit Example

The following example calculates a monthly pension benefit of $1,701.34 based on the

following assumptions:

Age at Early Retirement: 55




Pay in Excess of Covered Compensation: $669

Early Retirement Factor for Age 55: 79%

Step 1: Calculate Part A 1.4% x $7,500 x 20 = $2,100.00

Step 2: Calculate Part B 0.4% x ($7,500 - $6,831) x 20 = $53.60

Step 3: Add Part A plus Part B $2,100.00 + $53.60 = $2,153.60

Step 4: Multiply by Early Retirement Factor $2,153.60 x 79% = $1,701.34

Monthly Pension Benefit at Age 55 = $1,701.34



To model future benefits and alternate payment options using your own assumptions for

retirement age, salary growth, and interest rates for calculating lump sums, visit

https://www.Anadarkoadvantage.ehr.com/ and click on the Explore Your Retirement link.



PART 9 RETIREMENT CHOICE

Section 9.1 What is Retirement Choice?

In late 2011, APC Legacy Participants (other than the CEO of Anadarko and participants

deemed to be Totally and Permanently Disabled as of December 31, 2011) were offered the

opportunity to make an irrevocable election prior to December 31, 2011, between continuing to

accrue a Legacy Benefit and becoming a PWA Participant as of January 1, 2012, and

participating in the Personal Wealth Account.

APC Legacy Participants who affirmatively elected to become a PWA Participant as of January

1, 2012, and to participate in the Personal Wealth Account became Retirement Choice

Participants. APC Legacy Participants who did not make an affirmative election to become a

PWA Participant as of January 1, 2012, continue to accrue Legacy Benefits.

As described in Part 6, your Legacy Benefit can be distributed in the form of a lump sum

payment, but lump sum values can vary sharply from year to year with interest rate fluctuations.

Retirement Choice provides you with a level of interest rate protection and provides a

predictable cost to the Company.

Section 9.2 How does Retirement Choice work?

Retirement Choice Participants retain their Legacy Benefit as of December 31, 2011, but it will

not increase by reason of Service completed (or imputed) or Compensation received (or

imputed) after December 31, 2011, or any Plan provision that provides for additional accruals

(such as Total and Permanent Disability described in Section 6.1.12). In addition, if a

Retirement Choice Participant qualifies for a subsidy under the Plan (such as the early retirement

subsidy described in Section 6.2.1), the subsidy will only apply to the Legacy Benefit as of

December 31, 2011. The Change of Control provision described in Section 6.3 and the death

benefit described in Part 7 also apply to the Legacy Benefit as of December 31, 2011.

Further, if a Retirement Choice Participant attains his or her Early Retirement Date or Normal

Retirement Date on or before December 31, 2011, or continues employment with the Company

from January 1, 2012, to the earlier of his or her Early Retirement Date or Normal Retirement

Date, special interest rates will be used to calculate the lump sum payment of his or her Legacy

Benefit.

Finally, Retirement Choice Participants become PWA Participants as of January 1, 2012, and

receive credit for their Vesting Service as of December 31, 2011 (see Section 6.1.2) for purposes

of the Personal Wealth Account.

Section 9.3 What special interest rates will be used to calculate lump sum payments of

Legacy Benefits?

For Retirement Choice Participants who attain their Early Retirement Date or their Normal

Retirement Date on or before December 31, 2012, the interest rate for purposes of clauses (a)



and (c) of Section 6.1.17 of this SPD will be the 30-year Treasury rate specified in such clauses

or the special interest rate of 3.18%, whichever produces the greater lump sum amount.

For Retirement Choice Participants who continue employment with the Company from January

1, 2012, to the earlier of their Early Retirement Date or Normal Retirement Date, which occurs

after December 31, 2012, the interest rate for purposes of clauses (a) and (c) of Section 6.1.17

of this SPD will be the interest rate specified in such clauses or the 30-year Treasury Rate for

the September preceding the calendar year in which occurs the earlier of their Early Retirement

Date or Normal Retirement Date, whichever produces the greater lump sum amount.

If a Retirement Choice Participant dies after attaining his Early Retirement Date or Normal

Retirement Date, the special interest rates will be used to calculate the Legacy Benefit lump sum

payment for his or her Beneficiary. However, the special interest rates will not be used to

calculate the Legacy Benefit lump sum of an Alternate Payee under a QDRO.

Section 9.4 How is PWA service credit determined?

Each Retirement Choice Participant will receive service credit for purposes of his or her

Personal Wealth Account equal to his or her full years of Vesting Service as of December 31,

2011. This service credit applies for determining the Retirement Choice Participant’s Points

and Pay Credits and Vested Interest. Beginning January 1, 2012, each Retirement Choice

Participant’s service credit will be determined based on his or her total years and complete

months of Service with any Affiliated Employer (see Section 4.1.2). In accordance with a

transition rule, each Retirement Choice Participant will receive credit for the 2012 Plan Year on

his or her first service anniversary date (or adjusted service anniversary date, if applicable)

occurring on or after January 1, 2012, and will receive credit for additional years of service on

subsequent service anniversary dates (or adjusted service anniversary dates, if applicable).

Section 9.5 When and how is a Retirement Choice Participant’s Accrued Benefit

distributed?

A Retirement Choice Participant’s Accrued Benefit under the Plan is the sum of his or her

Legacy Benefit and Personal Wealth Account. However, a Retirement Choice Participant (or

his or her Beneficiary) may only elect one Annuity Starting Date and form of distribution with

respect to his or her entire Accrued Benefit. Both the Legacy Benefit and the Personal Wealth

Account must be distributed (or commenced, if applicable) at the same time and in the same

form of distribution. See Part 4 and Part 6 for more details.



PART 10 RETIREMENT CHOICE EXAMPLE

Julie elected Retirement Choice in 2011. The following example shows what happens to her

Legacy Benefit, how she accrues a benefit in the Personal Wealth Account (“PWA”), and how

she receives a distribution of her Legacy Benefit and PWA from the Plan when she retires.

PART A – LEGACY BENEFIT

The Legacy Benefit formula described in Section 6.1.7 and Part 8 produces a lifetime monthly

annuity payable at age 65. As a result of her Retirement Choice election, Julie will no longer

accrue service in the Legacy Benefit formula after December 31, 2011. Further, her Average

Monthly Compensation will not include compensation earned in 2012 or later. The following

components are used to determine her Legacy Benefit as of December 31, 2011:




Legacy Benefit: $2,153.60 per month for life beginning at age 65. The Legacy Benefit will be

preserved until she retires and elects her benefit payment.

Early Retirement Subsidy

If Julie retires before she reaches age 65, her Legacy Benefit will be reduced according to the

Early Retirement factors described in Section 6.2.1 and Part 8.

Lump Sum Interest Rate

Because Julie reached her Early Retirement Date before December 31, 2012 (she was at least

age 55 with at least five years of Vesting Service), the interest rate used to convert her Legacy

Benefit from a lifetime monthly annuity to a lump-sum payment option will be 3.18% or the

interest rate determined under Section 6.1.17 of this SPD, whichever produces the greater lump-

sum amount.

If a Retirement Choice Participant continues employment with the Company from January 1,

2012, to the earlier of reaching his or her Early Retirement Date or Normal Retirement Date,

which occurs after December 31, 2012, the interest rate used to convert his or her Legacy

Benefit from a lifetime monthly annuity to a lump-sum payment option will be the interest rate

determined under Section 6.1.17 of this SPD, but in no event will the interest rate utilized for

purposes of clauses (a) and (c) be greater than the 30-year Treasury Rate for the September

preceding the calendar year in which such Retirement Choice Participant reaches the earlier

of his or her Early Retirement Date or Normal Retirement Date.

PART B - PWA

Beginning January 1, 2012, Julie started accruing a Personal Wealth Account benefit as a PWA

Participant. Her beginning account balance was zero, but her Points, effective January 1, 2012,

were based on her age and Years of Vesting Service in the Plan as of December 31, 2011. Her



PWA account balance will increase with Pay Credits and Interest Credits as described in

Sections 2.1.61, 2.1.46, 2.1.102, and Part 5.

Age as of December 31, 2011: 55

Years of Vesting Service: 20

PWA Points beginning January 1, 2012: 75

PWA Pay Credits based on Points: 11% of Compensation

The following example shows how her PWA will grow over time. Every year, she will earn

two additional Points for Pay Credits (one on her service anniversary and one on her birthday).

When she attains 80 Points, her Company contribution will change from 11% to 13% of eligible

earnings.

Pay

Period

Compensation

for the Pay

Period

Points

Contributions

for the Pay

Period

Interest

Credited*

Account Balance at

End of Pay Period

1 $3,338.47 75 $367.23 $0.00 $367.23

2 $3,338.47 75 $367.23 $0.46 $734.92

3 $3,338.47 75 $367.23 $0.90 $1,103.05

4 $3,338.47 75 $367.23 $1.36 $1,471.64

* For this example, a 3.24% Interest Credit was used. The interest crediting rate, which will

vary, will be applied to amounts each week until the date of distribution of the entire PWA

balance.

A+B BENEFIT PAYMENT AT RETIREMENT

When Julie retires, she must elect one of the available payment forms for her Accrued Benefit,

which is the sum of her Legacy Benefit (Part A) plus her PWA Benefit (Part B). Payment

options are described in Sections 3.5, 4.1.13, 4.1.14, 6.1.15 and 6.1.16.

She elects the lump-sum distribution. Although the lump sum interest rate when she retires is

4.5%, the lump sum distribution for her Legacy Benefit will be calculated using 3.18% because

it produces the greater lump sum amount. The following steps show how her lump-sum benefit

is calculated when she retires at age 61.

Step 1: Calculate Part A - Legacy Benefit

Early Retirement factor at age 61 –97%

$2,153.60 x 97% = $2,088.99/month

1) Lump Sum using 4.5% - $325,508.12

2) Lump Sum using 3.18% - $377,251.50

Greater of (1) and (2) is Julie’s Lump Sum for her Legacy Benefit- $377,251.50

Step 2: Calculate Part B – PWA

Julie’s PWA account balance after receiving Pay Credits and Interest Credits from

January 1, 2012 through her retirement date is $83,636.



Step 3: Add Part A and Part B for her total Lump Sum $377,251.50 + $83,636.00 = $460,887.50

If she had elected an annuity, the monthly benefit would have been determined by using the sum

of her Legacy Benefit plus her PWA converted from a lump-sum account balance to an

actuarially equivalent monthly benefit.

As a Retirement Choice Participant, Julie also receives a Company contribution of 4% of her

eligible pay to the Anadarko Employee Savings Plan every pay period. More information about

the 4% contribution can be found in the Summary Plan Description for the Anadarko Employee

Savings Plan.

To view your current Retirement Choice benefit and model future benefits and alternate payment

options using your own assumptions for retirement age, salary growth, and interest rates, visit

https://www.Anadarkoadvantage.ehr.com/ and click on the Explore Your Retirement link.





PART 11 UNION PACIFIC RESOURCES GROUP, INC. MERGER

This Part 11 applies to you only if you were a participant (“UPR Participant”) in the Pension

Plan for Employees of Union Pacific Resources Group, Inc. and Affiliates (“UPR Plan”). UPR

Participants have an Accrued Benefit computed based upon UPR Plan provisions if they

terminated employment prior to the 2000 merger of Anadarko and Union Pacific Resources

Group, Inc. (“UPR”). Benefits for certain UPR Participants were affected by the merger as

stated in this Part 11.

Generally speaking, if you were a UPR Participant employed by UPR or an affiliate of UPR as

of July 14, 2000 and you were also employed by Anadarko on December 28, 2001, your Plan

benefit will be computed as if you had been employed by Anadarko for all periods during which

you were employed by UPR and covered by the UPR Plan for benefit accrual purposes.

Section 11.1 Superseded Plans.

11.1.1 The provisions of the Plan replace and supersede entirely the provisions of the UPR Plan except

for specific provisions outlined in the Plan. If you were a participant in the UPR Plan, and all

or a portion of your total Plan benefit is computed based upon UPR Plan provisions, please

consult the Plan document for more detailed information. Defined terms used in this Part 11

have the meanings described in the Plan and the UPR Plan to the extent not defined herein.

11.1.2 If you are a UPR Participant who is described in this Section 11.1.2, you will have your Plan

benefit computed as if you had been employed by Anadarko for all periods during which you

were both employed by UPR or any predecessor or affiliate of UPR and covered by the UPR

Plan for benefit accrual purposes; provided, however, that your Plan benefit will in no event be

less than the benefit you would have been entitled to receive from the Plan had you terminated

your employment with Anadarko on December 27, 2001 or, if you were not employed by

Anadarko on such date, based upon the date of your earlier termination of employment with

UPR or Anadarko, as applicable; and provided, further, that your Accrual Service for the period

before December 28, 2001, will be calculated based upon the accrual service crediting

provisions (including break in service provisions) of the UPR Plan. You qualify for the benefit

described in this Section 11.1.2 if you are any of the following:

(a) You were employed by UPR or an affiliate of UPR as of July 14, 2000 and you were

employed by Anadarko as of December 28, 2001.

(b) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you thereafter

terminated employment from UPR, you were rehired by UPR before December 31,

2000, and you were employed by Anadarko as of December 28, 2001.

(c) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you thereafter

terminated employment with UPR or an affiliate of UPR, you were rehired by Anadarko

after December 31, 2000 and before December 28, 2001, and you were employed by

Anadarko as of December 28, 2001.

(d) You were employed by UPR or an affiliate of UPR before July 14, 2000 but were not

employed by UPR, or an affiliate of UPR, as of such date; you were rehired by UPR,



an affiliate of UPR, Anadarko or an affiliate of Anadarko before December 31, 2000

and were employed by Anadarko or an affiliate of Anadarko as of December 28, 2001.

11.1.3 If you are a UPR Participant who is described in this Section 11.1.3, you will be entitled to a

Plan benefit equal to the sum of (1) a benefit computed based upon the provisions of the UPR

Plan with respect to your employment before December 28, 2001 and (2) a benefit based upon

the provisions of the Plan applied only with respect to employment with Anadarko from and

after the later of (A) December 28, 2001 or (B) the date of your employment by Anadarko. You

are eligible for the benefit described in this Section 11.1.3 if you are any of the following:

(a) You were employed by UPR or an affiliate of UPR before July 14, 2000 but were not

employed by UPR or an affiliate of UPR as of such date; you were rehired by Anadarko

after December 31, 2000 but terminated employment with Anadarko before December

28, 2001 and were not employed by Anadarko as of such date.

(b) You were employed by UPR or an affiliate of UPR before July 14, 2000, but were

employed by Anadarko as of July 14, 2000. Notwithstanding the provisions of this

Subsection (b), individuals who were employed by Anadarko or an affiliate of

Anadarko as of July 14, 2000 but who were at some time before such date employed by

UPR or an affiliate thereof will have two separate benefits under the Plan based upon

the Plan and the UPR Plan benefit formulas. Accrual Service, Credited Service, Vesting

Service and/or Compensation considered for purposes of the benefit under one plan

formula will have no impact upon the benefit under the other plan formula.

(c) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you thereafter

terminated employment with UPR or an affiliate of UPR, and you were rehired by

Anadarko after December 28, 2001.

11.1.4 If you are a UPR Participant described in this Section 11.1.4 you will be entitled to a Plan benefit

equal to the sum of (1) a benefit based on the provisions of the UPR Plan with respect to your

employment by UPR or an affiliate thereof before July 14, 2000 and (2) a benefit based upon

the provisions of the Plan with respect to your employment with Anadarko from and after your

date of hire with Anadarko. You are eligible for the benefit described in this Section 11.1.4 if

you were employed by UPR or an affiliate of UPR before July 14, 2000 but were not employed

by UPR or an affiliate of UPR as of that date, and you were rehired by Anadarko after December

31, 2000 and were employed by Anadarko as of December 28, 2001.

11.1.5 If you are a UPR Participant described in this Section 11.1.5 you will be entitled to a Plan benefit

that is solely based upon the provisions of the UPR Plan as in effect before its merger into the

Plan or pursuant to the UPR Plan provisions preserved under the Plan following the merger of

the UPR Plan into the Plan. You are described in this Section 11.1.5. if you are any of the

following:

(a) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you terminated

employment with UPR or an affiliate of UPR before December 28, 2001 and were not

rehired by either UPR or an affiliate of UPR or Anadarko before December 28, 2001.

(b) You were employed by UPR or an affiliate of UPR at some time before July 14, 2000

but were not employed by UPR or an affiliate of UPR as of such date, you were rehired



by UPR before December 31, 2000, and were not employed by Anadarko as of

December 28, 2001.

(c) You were employed by UPR or an affiliate of UPR at some time before July 14, 2000

but were not employed by UPR, an affiliate of UPR, or Anadarko as of or at any time

after such date.

11.1.6 If you are a UPR Participant who had a Total Disability as of July 14, 2000 and who was not

thereafter rehired by either Anadarko or UPR, you will be entitled to a Plan benefit based on the

provisions of the UPR Plan provisions as in effect as of December 27, 2001 with respect to Total

Disability benefits, including the continued crediting of Accrual Service from and after the date

of inception of your Total Disability (including crediting of Accrued Service for periods from

and after December 27, 2001).

11.1.7 If you are a UPR Participant who had a Total Disability as of July 14, 2000 and who recovered

from Total Disability before December 28, 2001 and immediately became employed by

Anadarko, you will be treated in the same manner as an individual described in Section 11.1.2

but with a protected minimum Plan benefit equal to your Accrued Benefit under the UPR Plan

determined as if you had terminated your employment on December 27, 2001 and were credited

with Accrual Service for the period you were Totally Disabled.

11.1.8 If you are a UPR Participant who had a Total Disability as of July 14, 2000 and who recovered

from Total Disability after December 28, 2001 and immediately became employed by

Anadarko, you will be treated in the same manner as an individual described in Section 11.1.3

but your Accrued Benefit under the UPR Plan for the period before your employment with

Anadarko will be determined under the provisions of the UPR Plan governing the Accrued

Benefit of individuals who return to active employment with UPR upon recovery from Total

Disability.

11.1.9 If you are a UPR Participant who was employed by UPR or an affiliate of UPR as of July 14,

2000, had a Total Disability before December 28, 2001, and were not thereafter rehired by either

Anadarko or UPR, you will be entitled to a Plan benefit based on the provisions of the UPR

Plan as in effect as of December 27, 2001 with respect to Total Disability benefits including the

continued crediting of Accrual Service from and after the date of inception of your Total

Disability (including crediting of Accrual Service for periods from and after December 27,

2001).


2000, had a Total Disability after such date, and thereafter was rehired by Anadarko before

December 28, 2001, you will be treated the same as an individual described in Section 11.1.6.


2000, had a Total Disability before December 28, 2001, and was rehired by Anadarko after

December 28, 2001, you will be treated the same as an individual described in Section 11.1.8.

11.1.12 The following special rules apply for purposes of Sections 11.1.1 through 11.1.11, as applicable:

(a) A UPR Participant’s years of employment before December 28, 2001 with UPR (or a

predecessor or affiliate of UPR) will be considered for purposes of the Vesting Service

computation and the Early Retirement subsidy computation with respect to any Plan



formula benefit, but applying the Plan’s service crediting and break-in-service rules

rather than the UPR Plan’s service crediting and break-in-service rules.

(b) A UPR Participant’s years of employment with Anadarko from and after December 8,

2001 will be considered for purposes of the Vesting Service computation and the Early

Retirement subsidy computations with respect to any UPR Plan formula benefit but

applying the UPR Plan’s service crediting and break-in-service rules rather than the

Plan’s service crediting and break-in-service rules.

(c) In the case of a UPR Participant described in Sections 11.1.3 and 11.1.8, in no event

will compensation earned after December 28, 2001 affect the UPR Plan formula benefit

or will compensation earned before December 28, 2001 affect any Plan benefit.

(d) If a UPR Participant’s UPR Plan formula benefit has commenced payment before

employment by Anadarko at or after December 28, 2001, you may elect to have such

payments either (1) continue without gap or interruption in the same form of payment

as then in effect or (2) cease, in which event you may only have the unpaid portion of

such UPR Plan formula benefit paid to him at the same time and in the same form as

the remainder of your Plan benefit.

11.1.13 In addition to the forms of Plan benefit payment generally available under the Plan, as a UPR

Participant, you may elect to have the portion of your Plan benefit that is equal to the benefit

you would have been entitled to receive from the Plan had you terminated your employment

with Anadarko on December 27, 2001 paid in either of the following payment forms, in each

case only to the extent required to be preserved with respect to your December 27, 2001 Accrued

Benefit pursuant to Code Section 411(d)(6):

(a) the joint and survivor annuity described at Section 3.5.1 but available with respect to

any individual Beneficiary and available at a 25% survivor percentage payment rate in

addition to the 50%, 75% and 100% survivor percentage payment rates, or

(b) if your Plan benefit commences before your 65th birthday, the following level income

option:

Level Income Option. For purposes of this level income option, railroad retirement

annuity benefits are treated in the same manner as Social Security benefits. If payment

of your benefit commences before the date you attain the age of sixty-two (62) and you

elect payment of your benefit in the form of a single life annuity or an annuity for the

joint lives of you and your Eligible Spouse (or other joint annuitant), at your request

during the election period set forth in Section 3.5.3, the payment amount of the benefit

may be adjusted so that you will receive (a) an annuity for a term certain beginning on

the date your benefit is to start and ending on the last day of the month in which you

attain the age of 62, with payments not in excess of your Social Security benefit plus

(b) a reduced benefit in the payment form otherwise in effect beginning on the date your

benefit is to commence. The purpose of this adjustment is to enable you to receive an

aggregate monthly income, from the Plan and under the Social Security Act, that will

be approximately a level amount for your life. Such adjusted payments will be the

Actuarial Equivalent of the benefit otherwise payable to you. For purposes of this Level

Income Option, your Social Security benefit is the amount of the monthly benefit at age

62 which, under the federal Social Security Act as amended and in effect on your date



of termination of employment, you are or will be entitled to receive as your “primary

insurance amount” starting at age 62, assuming that (a) you have made or will make

appropriate and timely application for such benefit and (b) no event has occurred or will

occur by reason of which the amount of such benefit has been or will be delayed,

suspended or forfeited in whole or in part. The Administrative Committee may adopt

reasonable methods of estimating your expected Social Security benefit for purposes of

this Level Income Option.

11.1.14 The provisions of this Section 11.1.14 will control with respect to you if you were required or

permitted to make contributions to the UPR Plan. For purposes of this Section 11.1.14, the

portion of your Accrued Benefit derived from such contributions (“Contribution Benefit”) will

be based upon the sum of (1) your aggregate contributions made to the UPR Plan, (2) for the

period preceding November 30, 2000, interest on such contributions accrued at the rate provided

by the UPR Plan to November 30, 2000, and (3) interest on the sum of the amounts determined

under (1) and (2) above, compounded annually, at a rate equal to 120% of the Federal mid-term

rate (as in effect for the first month of a year) for the period beginning November 30, 2000 and

ending on the date of determination of your Contribution Benefit, and at the Applicable Interest

Rate (as of the determination date) for the period beginning with the determination date and

ending on the date upon which you would reach the Normal Retirement Date, expressed as an

annual benefit in the form of a single life annuity (without ancillary benefits) starting as of your

Normal Retirement Date.

11.1.15 In determining the Actuarial Equivalent of your Contribution Benefit to reflect the form of

benefit as provided under the Plan, the actuarial adjustment factors adopted by the actuary for

the Plan will be those factors, if any, prescribed by regulations. The Actuarial Equivalent of

your Contribution Benefit shall, in all cases, be reduced by an amount which is the Actuarial

Equivalent of the accumulated value of any benefit payments received by you or on your behalf

pursuant to the Plan and not otherwise repaid into the Plan. The Actuarial Equivalent of your

Contribution Benefit will be nonforfeitable at all times and in no event will the amount of any

benefit to which you or your Beneficiary is entitled pursuant to the Plan, be less than the

Actuarial Equivalent of your Contribution Benefit. If your employment is terminated for any

reason other than Retirement, Total and Permanent Disability, or death, and your Vested Interest

in the portion of your Accrued Benefit, other than your Contribution Benefit, is 0% as of the

date your employment is terminated, you will be entitled to receive, as of your Normal

Retirement Date, a benefit hereunder starting on the first day of the month coincident with or

next following your Normal Retirement Date which is the Actuarial Equivalent of your

Contribution Benefit.

11.1.16 If you die before your Annuity Starting Date and are not entitled to a death benefit in the portion

of your Accrued Benefit other than your Contribution Benefit, your Beneficiary will be entitled

to a death benefit the amount of which is the Actuarial Equivalent of your Contribution Benefit.

In the event a survivor annuity is to be paid to your Eligible Spouse, and the survivor annuity is

determined solely by your Contribution Benefit, your Eligible Spouse may elect, in lieu of such

surviving spouse annuity, a lump sum payment of the amount. Within a reasonable time after

a written request by your Eligible Spouse, the Administrative Committee will provide to your

Eligible Spouse a written explanation of such survivor annuity form and the lump sum option

which may be selected, along with the financial effect of each such form. In the event of any

such election by your Eligible Spouse, the lump sum payment will be made as soon as



practicable thereafter. Such death benefit will be payable in one lump sum as soon as practicable

after your death.

11.1.17 If you die on or after your Annuity Starting Date and are not entitled to a death benefit in the

portion of your Accrued Benefit other than your Contribution Benefit, your Beneficiary will be

entitled to a death benefit the value of which is the Actuarial Equivalent of your Contribution

Benefit reduced by an amount that is the Actuarial Equivalent of the sum of (1) he accumulated

value of the payments received, and (2) the present value of the payments to be received by you

and your annuitant or Beneficiary under the applicable form of benefit. The death benefit will

be payable in one lump sum as soon as practicable after your death.

11.1.18 If you are entitled to a benefit based upon the UPR Plan provisions, the determination of whether

it will be payable as a mandatory cash-out lump sum or an elective lump sum based upon the

provisions of the UPR Plan will be made utilizing the Applicable Mortality Table and the

Applicable Interest Rate, but using a “look back month” which is the third month preceding the

first day of the stability period.

11.1.19 The combined plan resulting from the merger of the UPR Plan into the Plan will shift to the

Plan’s method of computation of Vesting Service and Accrual Service for periods from and

after December 31, 2001 as of January 1, 2002. In connection therewith, you will be credited

with one year of Vesting Service under the Plan if you complete 1,000 or more Hours of Service

within your last computation period including December 31, 2001, and the portion of your

computation period beginning January 1, 2002 will also be considered as a part of the Plan’s

2002 year for purposes of determining if you complete 1,000 or more Hours of Service in such

2002 year for Vesting Service computation purposes.



PART 12 CLAIMS PROCEDURES

Section 12.1 Filing a Claim

All inquiries and claims you have regarding the Plan and your benefit must be directed to the

Anadarko Benefits Center in writing at such address as may be specified from time to time.

If you have any grievance, complaint, or claim concerning any aspect of the operation or other

administration of the Plan or Trust (referred to herein as “claim” or “claims”), you must submit

the claim to the Anadarko Benefits Center. The Administrative Committee or its delegate will

have the initial responsibility for deciding the claim. You must include the following

information with your claim:

(a) a statement that it is a “Claim under the Anadarko Retirement Plan”;

(b) your full name, Social Security number, mailing address and daytime telephone

number;

(c) if applicable, a copy of your written, signed, and dated designation of the representative

authorized to act on your behalf with respect to the claim (such designation must

include the representative’s full name, mailing address and daytime telephone

number); and

(d) a complete description of the claim, including any issue or information that the you

want considered.

To the extent that documentary or other evidence is relevant to the claim, you must submit such

evidence or, if the evidence is in the possession of the Company, you must refer to such evidence

in a manner sufficient to allow the Administrative Committee or its delegate to identify and

locate such evidence. At any time during the claims procedure you may request free of charge,

any relevant documents in the possession of the Administrative Committee, and the

Administrative Committee (or its delegate) will provide within a reasonable time thereafter.

Any claim must be submitted within two years beginning on: (a) in the case of any Accrued

Benefit or other benefit amount or other information, including, but not limited to, information

regarding the Participant, the date on which such information was first made available to you or

other claimant; (b) in the case of any single Plan payment, or series of Plan payments, the date

on which the single payment, or the first in the series of payments, was made; or (c) for all other

claims, the date on which the action complained of first occurred.

Section 12.2 Denial of Claim

In the case of a claim respecting benefits paid or payable with respect to a Participant, a written

determination allowing or denying the claim will be furnished to you within 90 days of the date

on which the claim was filed. If special circumstances (such as for a hearing) require a longer

period, you will be notified in writing, before the expiration of the 90-day period, of the reasons

for an extension of time; provided, however, that no extensions will be permitted beyond 90

days after expiration of the initial 90-day period.



Section 12.3 Reasons for Denial of Claim

The Committee will adopt and date a denial or partial denial of a claim that will clearly set forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for you to perfect

your claim with an explanation of why such material or information is necessary; and

(d) an explanation of the procedure for review of the denied or partially denied claim set

forth below, including your right to bring a civil action under ERISA Section 502(a)

following an adverse benefit determination on review.

Section 12.4 Deemed Denial of Claim

If no written determination is furnished to you within 90 days of receipt of your claim by the

Anadarko Benefits Center (or such longer period applicable pursuant to an extension described

in Section 12.2), the claim will be deemed denied and the review procedure described below

will become available to you.

Section 12.5 Review of Denial

You may obtain review of the denial or partial denial of your claim by filing a written notice of

appeal with the Committee within 60 days after the determination date or, if later, within 60

days after the receipt of a written notice denying the claim. You are entitled to receive, upon

request and free of charge, reasonable access to, and copies of, all documents, records, and other

information relevant to your claim for benefits and may submit issues and comments in writing.

The review will take into account all comments, documents, records, and other information you

submitted relating to the claim, without regard to whether the information was submitted or

considered in the initial benefit determination.

Section 12.6 Reasons for Denial Upon Review

If you request a review of the denied claims, the Administrative Committee will provide you

with a prompt written decision setting forth:

(a) the specific reason or reasons for the adverse determination;

(b) specific reference to pertinent Plan provisions on which the adverse determination is

based;

(c) a statement that you are entitled to receive, upon request and free of charge, reasonable

access to, and copies of, all documents, records, and other information relevant to your

claim for benefits; and

(d) a statement describing any voluntary appeal procedures offered by the Plan and your

right to obtain the information about such procedures and a statement of your right to

bring an action under ERISA Section 502(a).



A decision will be rendered no more than 60 days after the Administrative Committee’s receipt

of the request for review, except that such period may be extended for an additional 60 days if

the Administrative Committee determines that special circumstances (such as for a hearing)

require such extension. If an extension of time is required, written notice of the extension will

be furnished to you before the end of the initial 60-day period.

The decision on appeal will be written in a manner calculated to be understood by you. It will

include specific references to the provisions of the Plan on which the denial was based and

otherwise include the information set forth in this Section. The decision will be final and

conclusive, and you (and any other person or entity) will not be permitted to bring suit on a

claim without first exhausting the remedies available hereunder.

Section 12.7 Limits on Right to Judicial Review

You must follow the claims procedures described by this Part 12 before you may take action in

any other forum regarding a claim for benefits under the Plan. Any suit or other legal action

that you initiate under the Plan, at law or in equity, must be brought no later than one year

following a final decision on the claim for benefits by the Committee (including the decision on

any appeal of the claim). This one-year statute of limitations on suits for benefits will apply in

any jurisdiction or forum in which you may initiate a suit or other legal action.

Section 12.8 Mandatory Venue; Interpleader Actions

Mandatory venue for any claim, legal suit, action, or other proceeding arising out of or relating

to the Plan shall be the Federal District Court for the Southern District of Texas—Houston

Division or in a judicial district court of Montgomery County, Texas, subject to removal to

federal court if applicable.

The Administrative Committee reserves the right, in its sole discretion, to initiate an interpleader

action to resolve any competing claims for a benefit under the Plan or to determine the proper

beneficiary of any benefit under the Plan. In the event the Administrative Committee exercises

its right to initiate an interpleader action, the Administrative Committee may in its discretion

file such action in a court in the state in which the Participant resides (or resided at the time of

his death), in a court in the state in which at least one claimant of the Participant’s benefit resides

or in one of the courts described in the first sentence of this Section 12.8.



PART 13 ABOUT THE PLAN AND YOUR RIGHTS

Section 13.1 Federal Identification and Plan Number

The employer identification number assigned to the Anadarko by the IRS is 76-0146568. The

Plan number is 001. The Plan is a defined benefit pension plan.

Section 13.2 Plan Sponsor

Anadarko Petroleum Corporation

Attn: Benefits Department, Human Resources

1201 Lake Robbins Drive

The Woodlands, TX 77380

832-636-1000 (request transfer to Benefits Department, Human Resources)

Section 13.3 Plan Administrator

The Anadarko Petroleum Corporation Administrative and Investment Committee is the

designated “plan administrator” for purposes of ERISA. The Administrative and Investment

Committee has the exclusive and final discretion to interpret and construe the terms and

provisions of the Plan and to decide all facts and questions that arise in connection with its

administration. The Administrative and Investment Committee’s decisions will be final and

binding on all persons.


Administrative and Investment Committee

Attn: Benefits Department, Human Resources

1201 Lake Robbins Drive

The Woodlands, TX 77380

832-636-1000 (request transfer to Benefits

Department, Human Resources)

Please submit all forms and claims to

the Anadarko Benefits Center:

Anadarko Benefits Center

500 N. Akard Street, Suite 4100

Dallas TX 75201

1-866-472-4711

Section 13.4 Plan Trustee

BNY Mellon Bank

One Mellon Bank Center

Pittsburgh, PA 15258-0001

Section 13.5 Service of Legal Process


Attn: General Counsel

c/o CT Corporation System

350 N. St. Paul Street

Dallas, TX 75201

Legal process may also be served on the Plan Administrator or the Trustee.



Section 13.6 “Top Heavy” Rules

The Code has certain rules intended to ensure that tax qualified retirement plans like the Plan

do not discriminate in favor of certain employees. A plan that primarily favors “Key

Employees” is considered by the IRS to be a “top heavy plan”. In the unlikely event that this

Plan becomes a top heavy plan, special minimum benefit rules will automatically apply.

Because this Plan already has a vesting schedule at least as favorable to Participants as the top-

heavy vesting schedule required by the Code, vesting will remain at 3 years.

Full Years of Vesting Service Vested Interest

Less than 3 years 0%

3 years or more 100%

If the Plan becomes a top-heavy plan, you will be notified by the Plan Administrator.

Section 13.7 Plan Amendment or Termination

Although Anadarko expects to continue the Plan indefinitely, Anadarko, as Plan sponsor,

reserves the express right to amend or terminate the Plan in whole or in part at any time in its

discretion. However, no amendment may be made that decreases the Accrued Benefit of any

Participant or eliminates a protected form of benefit, including an optional form of distribution,

in violation of the Code or ERISA. Circumstances under which the Plan might be amended or

terminated include an adverse change in the Anadarko’s financial circumstances or workforce.

Nothing in the Plan or this Summary Plan Description (or other Plan documents) will create, or

be interpreted or construed as creating, any vested right, contractual or otherwise, to the benefits

set forth in the Plan, nor will any Participant or Beneficiary be entitled to any further benefits or

contributions by Anadarko after the Plan has been terminated. Employees and former

Employees cannot rely on Company contributions to the Plan as a form of compensation for

past or future service.

If the Plan is terminated and you are an affected Participant, then your Accrued Benefit to the

date of such termination, to the extent then funded, will become fully vested if not already

vested. The Plan termination process will be subject to the terms and conditions of the Plan and

any required approval of the Pension Benefit Guaranty Corporation and the Internal Revenue

Service.

Section 13.8 Plan Insurance

Your pension benefits under this Plan are insured by the Pension Benefit Guaranty Corporation

(PBGC), a federal insurance agency. If the Plan terminates (ends) without enough money to

pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the

pension benefits they would have received under their plan, but some people may lose certain

benefits.

The PBGC guarantee generally covers: (1) normal and early retirement benefits; (2) disability

benefits if you become disabled before the plan terminates; and (3) certain benefits for your

survivors.



The PBGC guarantee generally does not cover: (1) benefits greater than the maximum

guaranteed amount set by law for the year in which the plan terminates; (2) some or all of benefit

increases and new benefits based on plan provisions that have been in place for fewer than five

years at the time the plan terminates; (3) benefits that are not vested because you have not

worked long enough for the Company; (4) benefits for which you have not met all of the

requirements at the time the Plan terminates; (5) certain early retirement payments (such as

supplemental benefits that stop when you become eligible for Social Security) that result in an

early retirement monthly benefit greater than your monthly benefit at the Plan’s Normal

Retirement Age; and (6) non-pension benefits, such as health insurance, life insurance, certain

death benefits, vacation pay, and severance pay.

Even if certain of your benefits are not guaranteed, you still may receive some of those benefits

from the PBGC depending on how much money the Plan has and on how much the PBGC

collects from the Company.

For more information about the PBGC and the benefits it guarantees, contact the Plan

Administrator or the PBGC’s Technical Assistance Division, 1200 K Street N.W., Suite 930,

Washington, D.C. 20005-4026, or call 202-326-4000 (not a toll-free number). TTY/TDD users

may call the federal relay service toll-free at 1-800-877-8339 and ask to be connected to 202-

326-4000. Additional information about the PBGC’s pension insurance program is available

through the PBGC’s website on the Internet at http://www.pbgc.gov.

Section 13.9 Your Rights Under ERISA

If you are a Participant in the Plan, you are entitled to certain rights and protections under the

Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

13.9.1 Information About Your Plan and Benefits

ERISA provides that you will be entitled to receive information about your Plan and benefits,

including the right to:

(a) Examine, without charge, at the Plan Administrator’s office and at other specified

locations, such as worksites and union halls, all documents governing the Plan,

including insurance contracts and collective bargaining agreements, and a copy of the

latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of

Labor and available at the Public Disclosure Room of the Employee Benefit Security

Administration.

(b) Obtain, upon written request to the Plan Administrator, copies of documents governing

the operation of the Plan, including insurance contracts, collective bargaining

agreements and copies of the latest annual report (Form 5500 Series) and updated

Summary Plan Description. The Plan Administrator may make a reasonable charge

for the copies.

(c) Receive a summary of the Plan’s annual financial report. The Plan Administrator is

required by law to furnish each Participant with a copy of this summary annual report.

(d) Obtain a statement telling you whether you have a right to receive a pension at Normal

Retirement Age (age 65) and, if so, what your benefits would be at Normal Retirement



Age if you stop working under the Plan now. If you do not have a right to a pension,

the statement will tell you how many more years you have to work to get a right to a

pension. This statement must be requested in writing, and is not required to be given

more than once every 12 months. The Plan Administrator must provide the statement

free of charge.

13.9.2 Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who

are responsible for the operation of the Plan. The people who operate the Plan, called

“fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan

Participants and Beneficiaries. No one, including your employer, your union or any other

person, may fire you or otherwise discriminate against you in any way to prevent you from

obtaining a pension benefit, or exercising your rights under ERISA.

13.9.3 How to Enforce Your Rights

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to

know why this was done, to obtain copies of documents relating to the decision without charge,

and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you

request a copy of Plan documents or the latest annual report from the Plan and do not receive

them within 30 days, you may file suit in a Federal court. In such a case, the court may require

the Plan Administrator to provide the materials and pay you up to $110 a day until you receive

the materials, unless the materials were not sent because of reasons beyond the control of the

Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in

part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan’s

decision or lack thereof concerning the qualified status of a domestic relations order, you may

file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or

if you are discriminated against for asserting your rights, you may seek assistance from the U.S.

Department of Labor, or you may file suit in a Federal court. The court will decide who should

pay court costs and legal fees. If you are successful the court may order the person you have

sued to pay these costs and fees. If you lose, the court may order you to pay these costs and

fees, for example, if it finds your claim is frivolous.

13.9.4 Assistance with Your Questions

If you have any questions about the Plan, you should contact the Anadarko Benefits Center. If

you have any questions about this statement or about your rights under ERISA, or if you need

assistance in obtaining documents from the Administrative Committee, you should contact the

nearest office of the Employee Benefit Security Administration, U.S. Department of Labor,

listed in your telephone directory or the Division of Technical Assistance and Inquiries,

Employee Benefit Security Administration, U.S. Department of Labor, 200 Constitution Avenue

N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and

responsibilities under ERISA by calling the publications hotline of the Employee Benefit

Security Administration.



Section 13.10 Your Obligation to Provide Information

You are required to provide any information in writing to the Plan Administrator or

Administrative Committee as they consider necessary or desirable for purposes of administering

the Plan including, without limitation, proof of your age and proof of the age of each Beneficiary

and joint annuitant to the Administrative Committee at such times as it requires. Payment of

your benefit under the Plan is conditioned upon you (or your Beneficiary, if applicable) promptly

providing true, full, and complete information.

Anadarko may rely on all representations including, without limitation, representations as to

age, health and marital status as well as all consents, elections and designations filed with the

Plan or Trust electronically through use of your personal identification number (“PIN”) or

otherwise by you, your spouse, Beneficiary or Alternate Payee, or your representatives.

If you make a false statement that is material to your claim for benefits such as your age or the

age of any Beneficiary who will receive an annuity, the Administrative Committee may adjust

the benefits payable to you or require that you return payments to the Plan, or take any other

action as it deems reasonable under the circumstances.

Your failure to comply with a request by the Administrative Committee for information or proof

within a reasonable time period may result in delay in the payment of any benefits due to you

under the Plan until such information or proof is received by the Administrative Committee.

You must provide the Administrative Committee with your current address in writing and notify

the Administrative Committee each time you change your post office address.

If a check, notice, or other communication is sent to your last address filed with the

Administrative Committee (or, if you have not filed an address with the Administrative

Committee, to your last address as indicated on Company records), the communication will be

binding on you for all purposes of the Plan, regardless whether or not you receive it or claim not

to have received it. It is very important that you keep your address current because the

Company, Plan Administrator, Administrative Committee, and Trustee are NOT required to

look for you.



PART 14 ADDITIONAL PROVISIONS

Section 14.1 Required Minimum Distributions

Your entire interest will be distributed, or begin to be distributed, to you no later than your

Required Beginning Date. The amount that must be distributed on or before your Required

Beginning Date (or, if you die before distributions begin, the date distributions are required to

begin) is the payment required for one payment interval.

Section 14.2 Retroactive Annuity Starting Date

If you receive notice of your benefits after your Annuity Starting Date due to delay by the

Administrative Committee, you may choose for your benefits to begin on an Annuity Starting

Date that is before you received notice of benefits. This is sometimes called a “Retroactive

Annuity Starting Date.”

If you elect to begin distributions as of the Retroactive Annuity Starting Date, and that election

would reduce the Accrued Benefit otherwise payable to your Eligible Spouse upon your death,

your Eligible Spouse must consent to the election.

The distribution must start within 90 days after notice is provided, unless more than 90 days are

needed due to a reasonable administrative delay as determined by the Administrative

Committee.

You will receive a make-up payment to reflect any missed payment or payments for the period

from the Retroactive Annuity Starting Date to the date of the actual make-up payment. Future

periodic payments, if any, will be the same as the future periodic payments that would have been

paid to you had payments actually commenced on the Retroactive Annuity Starting Date.

Section 14.3 Restrictions Due to Underfunding

If the Plan fails to meet funding levels specified under the Code, restrictions will automatically

occur that will limit benefit accruals, benefit distributions, and the Plan Sponsor’s ability to

amend the Plan. These restrictions are summarized as follows:

14.3.1 Limitation on benefit accruals.

If the Plan’s AFTAP is less than 60 percent, you will cease to accrue a benefit as of the Valuation

Date for the Plan Year. If you are otherwise eligible, you will resume accruing a benefit,

effective as of the first day of the Plan Year, once the Company has made a contribution

sufficient to result in an AFTAP of 60 percent.

14.3.2 Limitations on accelerated benefit distributions.

(a) The Plan may not pay any Unpredictable Contingent Event Benefits during a Plan Year

if the AFTAP for such Plan Year is less than 60 percent or would be less than 60

percent taking into account such occurrence.



(b) The Plan may not pay any Prohibited Payment:

(1) after the Valuation Date for the Plan Year if the Plan’s AFTAP is less than 60

percent;

(2) during any period in which the Company is a debtor in a case under Title 11,

United States Code, or similar federal or state law;

(3) after the Valuation Date for the Plan Year if the Plan’s AFTAP is 60 percent

or greater, but less than 80 percent, to the extent the amount of the payment

exceeds the lesser of

(i) 50 percent of the present value of the payment that could be made

without regard to this section, or

(ii) the amount of the maximum guarantee with respect to the

Participant under ERISA Section 4022.

(c) If an optional form of benefit that is otherwise available under the Plan is not available

due to the application of Section 14.3.2(b)(3), the Participant or Beneficiary may elect

to either (1) bifurcate the benefit into unrestricted and restricted portions, and receive

the unrestricted portion currently with a delayed commencement for the restricted

portion, (2) select any other optional form of benefit that would satisfy Section

14.3.2(b)(3) or (3) defer the benefit in accordance with any general right to defer

commencement of benefits under the Plan.

(d) Section 14.3.2(b)(2) does not apply on or after the date on which the enrolled actuary

of the plan certifies that the Plan’s AFTAP is not less than 100 percent.

14.3.3 Limitations on Plan amendments.

If Plan’s AFTAP is less than 80 percent (or would be less than 80 percent taking into account

the amendment), a Plan amendment cannot take effect that increases Plan liabilities due to

benefit increases, the establishment of new benefits, a change in the rate of benefit accrual, or a

change in the rate of vesting.

The Plan’s AFTAP is reported in the annual funding notice provided to Participants each April.

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