kerr-mcgee corporation retirement … corporation retirement plan summary plan description spd...

KERR-MCGEE CORPORATIONRETIREMENT PLAN

SUMMARY PLAN DESCRIPTIONSPD REVISION DATE: 1/1/2012

Note: In the event of any conflict between this documentand the Plan document, the Plan document will control.

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

TABLE OF CONTENTS

PAGE

PART 1 INTRODUCTION..................................................................................................1

Section 1.1 Employer Identification Number and Plan Number................................................. 3

Section 1.2 Plan Sponsor ................................................................................................................. 3

Section 1.3 Plan Administrator....................................................................................................... 3

Section 1.4 Plan Trustee .................................................................................................................. 3

Section 1.5 Service of Legal Process ............................................................................................... 3

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

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

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

2.1.2 Accrued Benefit ................................................................................................................................4

2.1.3 Active Participant..............................................................................................................................4

2.1.4 Actuarial Equivalent or Actuarially Equivalent ................................................................................4

2.1.5 Administrative Committee ................................................................................................................5

2.1.6 Alternate Payee .................................................................................................................................5

2.1.7 Anadarko...........................................................................................................................................5

2.1.8 Annual Compensation Limit .............................................................................................................5

2.1.9 Annuity Starting Date .......................................................................................................................5

2.1.10 Applicable Interest Rate....................................................................................................................5

2.1.11 Applicable Mortality Table ...............................................................................................................5

2.1.12 Beneficiary........................................................................................................................................5

2.1.13 Board.................................................................................................................................................5

2.1.14 Break in Service ................................................................................................................................5

2.1.15 Code ..................................................................................................................................................5

2.1.16 Compensation ...................................................................................................................................5

2.1.17 Controlled Group Member................................................................................................................7

2.1.18 Credited Service................................................................................................................................7

2.1.19 Death Benefit ....................................................................................................................................7

2.1.20 Designated Nonparticipating Employer ............................................................................................7

2.1.21 Direct Rollover..................................................................................................................................7

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

2.1.22 Disability Plan...................................................................................................................................7

2.1.23 Distributee.........................................................................................................................................7

2.1.24 Early Retirement Benefit ..................................................................................................................8

2.1.25 Early Retirement Date.......................................................................................................................8

2.1.26 Effective Date ...................................................................................................................................8

2.1.27 Eligibility Start Date .........................................................................................................................8

2.1.28 Eligible Employee.............................................................................................................................8

2.1.29 Eligible Retirement Plan ...................................................................................................................8

2.1.30 Eligible Rollover Distribution...........................................................................................................8

2.1.31 Eligible Spouse .................................................................................................................................9

2.1.32 Employee ..........................................................................................................................................9

2.1.33 Employer...........................................................................................................................................9

2.1.34 ERISA...............................................................................................................................................9

2.1.35 Final Average Monthly Compensation .............................................................................................9

2.1.36 Highly Compensated Employee......................................................................................................12

2.1.37 Hire Date.........................................................................................................................................12

2.1.38 Hour of Service ...............................................................................................................................12

2.1.39 Ineligible Employee ........................................................................................................................12

2.1.40 Interest Credit..................................................................................................................................13

2.1.41 IRS ..................................................................................................................................................13

2.1.42 Joint and Contingent Survivor Annuity ..........................................................................................13

2.1.43 Joint and Last Survivor Annuity .....................................................................................................13

2.1.44 Kemira Plan ....................................................................................................................................14

2.1.45 KMG Legacy Accrued Benefit .......................................................................................................14

2.1.46 Last Transfer Date...........................................................................................................................14

2.1.47 Late Retirement Benefit ..................................................................................................................14

2.1.48 Late Retirement Date ......................................................................................................................14

2.1.49 Leased Employee ............................................................................................................................14

2.1.50 Legacy Benefit ................................................................................................................................14

2.1.51 Legacy Employee............................................................................................................................14

2.1.52 Monthly Covered Compensation ....................................................................................................14

2.1.53 Non-Legacy Employee ...................................................................................................................15

2.1.54 Nonparticipating Employer .............................................................................................................15

2.1.55 Normal Retirement Age ..................................................................................................................15

2.1.56 Normal Retirement Benefit .............................................................................................................15

2.1.57 Normal Retirement Date .................................................................................................................15

2.1.58 Oryx Plan ........................................................................................................................................15

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2.1.59 Participant .......................................................................................................................................15

2.1.60 Participating Employer ...................................................................................................................15

2.1.61 Pay Credit........................................................................................................................................15

2.1.62 PBGC..............................................................................................................................................16

2.1.63 Period Certain .................................................................................................................................16

2.1.64 Personal Wealth Account (PWA) ...................................................................................................16

2.1.65 Personal Wealth Account Accrued Benefit.....................................................................................16

2.1.66 Personal Wealth Account Participant..............................................................................................16

2.1.67 Plan .................................................................................................................................................16

2.1.68 Plan Administrator ..........................................................................................................................16

2.1.69 Plan Sponsor ...................................................................................................................................16

2.1.70 Plan Year.........................................................................................................................................16

2.1.71 Points ..............................................................................................................................................16

2.1.72 Present Value ..................................................................................................................................16

2.1.73 Primary Social Security Benefit......................................................................................................16

2.1.74 QDRO (Qualified Domestic Relations Order) ................................................................................16

2.1.75 QJSA (Qualified Joint and Survivor Annuity) ................................................................................17

2.1.76 Qualified Pension Plan....................................................................................................................17

2.1.77 Qualified Service Leave..................................................................................................................17

2.1.78 Regular Employee...........................................................................................................................17

2.1.79 Rehire Date .....................................................................................................................................17

2.1.80 Required Beginning Date................................................................................................................17

2.1.81 Retirement Benefit ..........................................................................................................................17

2.1.82 Retirement Choice...........................................................................................................................17

2.1.83 Retirement Choice Accrued Benefit ...............................................................................................18

2.1.84 Retirement Choice Participant ........................................................................................................18

2.1.85 Service ............................................................................................................................................18

2.1.86 SPD or Summary Plan Description.................................................................................................18

2.1.87 Superseded Plan ..............................................................................................................................18

2.1.88 Termination Date ............................................................................................................................18

2.1.89 Totally and Permanently Disabled or Total and Permanent Disability ...........................................18

2.1.90 Trust ................................................................................................................................................18

2.1.91 Trust Agreement .............................................................................................................................18

2.1.92 Trustee ............................................................................................................................................18

2.1.93 Variable Interest Rate......................................................................................................................18

2.1.94 Vested Interest ................................................................................................................................18

2.1.95 Vested Terminated Benefit .............................................................................................................18

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2.1.96 Vesting Service ...............................................................................................................................19

PART 3 FREQUENTLY ASKED QUESTIONS.............................................................20

Section 3.1 FAQ: Participation and Contributions..................................................................... 20

3.1.1 Does this SPD apply to me?............................................................................................................20

3.1.2 Who is Eligible to Participate in this Plan?.....................................................................................20

3.1.3 When did I begin participating in the Plan? ....................................................................................21

3.1.4 How does my participation in this Plan affect my future employment? .........................................21

3.1.5 Who contributes to the Plan? ..........................................................................................................21

Section 3.2 FAQ: Calculating Your Service ................................................................................ 21

3.2.1 How does my Service count toward retirement?.............................................................................21

3.2.2 How do I calculate my Vesting Service? ........................................................................................22

3.2.3 How do I calculate my Credited Service? .......................................................................................22

3.2.4 What happens if I become ill or I’m called to active duty?.............................................................23

Section 3.3 FAQ: Your Accrued Benefit..................................................................................... 23

3.3.1 How is my Legacy Benefit calculated?...........................................................................................23

3.3.2 How do I determine my Personal Wealth Account Accrued Benefit? ............................................24

3.3.3 When will I earn additional Points for Pay Credits? .......................................................................26

3.3.4 When will I be vested in my Accrued Benefit?...............................................................................26

3.3.5 What happens to my Accrued Benefit if the Plan is terminated?....................................................26

3.3.6 What happens to my Accrued Benefit if I leave all Employers and then I’m rehired? ...................27

3.3.7 May I transfer my Accrued Benefit to someone else? ....................................................................27

3.3.8 What Compensation is used to calculate my Accrued Benefit? ......................................................27

3.3.9 What happens if I go on Short Term Disability Leave?..................................................................27

3.3.10 What happens if I am involuntarily terminated under the Anadarko PetroleumCorporation Severance Plan? ..........................................................................................................27

Section 3.4 FAQ: Retirement Choice ........................................................................................... 27

3.4.1 What is Retirement Choice?............................................................................................................27

3.4.2 How does Retirement Choice work?...............................................................................................28

3.4.3 What special interest rates will be used to calculate lump sum payments of LegacyBenefits? .........................................................................................................................................28

3.4.4 How does the Vesting Service credit for purposes of Personal Wealth Accounts work? ...............29

3.4.5 How is a Retirement Choice Participant’s benefit determined?......................................................29

Section 3.5 FAQ: Payment Forms and Timing ........................................................................... 31

3.5.1 How old must I be to retire?............................................................................................................31

3.5.2 How is my Normal Retirement Benefit calculated?........................................................................32

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3.5.3 How is my Late Retirement Benefit calculated?.............................................................................32

3.5.4 How is my Early Retirement Benefit calculated? ...........................................................................32

3.5.5 How is my Vested Terminated Benefit calculated if I terminate employment before myNormal Retirement Date, but I am not eligible for Early Retirement? ...........................................35

3.5.6 What happens to my Accrued Benefit if I die? ...............................................................................36

3.5.7 What happens if I transfer to a Nonparticipating Employer?..........................................................37

3.5.8 What is the standard form of distribution for my Early Retirement Benefit, NormalRetirement Benefit, or Late Retirement Benefit?............................................................................39

3.5.9 What is the standard form of distribution for my Vested Terminated Benefit? ..............................39

3.5.10 What is the difference between the QJSA (50% Joint and Contingent Survivor Annuity)in Section 3.5.8 and a 50% Joint and Last Survivor Annuity in Section 3.5.9?..............................39

3.5.11 What is the standard form of distribution for my Personal Wealth Account AccruedBenefit? ...........................................................................................................................................39

3.5.12 When is the annuity distribution of my Accrued Benefit paid? ......................................................40

3.5.13 What are the optional forms of distribution for my Accrued Benefit if I retire or terminateemployment?...................................................................................................................................40

3.5.14 What is the Period Certain for those optional distribution forms that contain a PeriodCertain? ...........................................................................................................................................43

3.5.15 May I combine the different optional forms of distribution for my Accrued Benefit? ...................43

3.5.16 I elected a Joint and Last Survivor Annuity or a Joint and Contingent Survivor Annuityand my Eligible Spouse or other Beneficiary died. What happens to my AccruedBenefit? ...........................................................................................................................................44

3.5.17 How is the lump sum distribution form of benefit determined? .....................................................44

3.5.18 Can I or my Beneficiary roll over a distribution into an IRA or other retirement plan? .................45

3.5.19 What are the forms of distribution for a benefit through a QDRO?................................................45

3.5.20 I terminated service, but the Present Value of my Accrued Benefit is only $1,000. Whyam I not offered any annuity options?.............................................................................................46

3.5.21 What happens to my Accrued Benefit if the Administrative Committee cannot locate me? ..........46

Section 3.6 Making Your Elections .............................................................................................. 46

3.6.1 When should I request my retirement benefits? ..............................................................................46

3.6.2 How do I elect an optional form of distribution? ............................................................................47

3.6.3 What happens if I do not elect a form of distribution?....................................................................47

3.6.4 How do I elect a Beneficiary? .........................................................................................................48

3.6.5 What if my Beneficiary is a Minor or Incompetent?.......................................................................48

3.6.6 What is required for my Eligible Spouse to consent to another Beneficiary?.................................48

3.6.7 My husband (or wife) and I are separated. Is spousal consent waived?.........................................48

3.6.8 My husband (or wife) is my Beneficiary and we just divorced. Will my ex-spouse remainas my Beneficiary?..........................................................................................................................49

3.6.9 What is a Contingent Beneficiary?..................................................................................................49

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

PART 4 CLAIMS PROCEDURES...................................................................................50

Section 4.1 Filing a Claim.............................................................................................................. 50

Section 4.2 Denial of Claim ........................................................................................................... 51

Section 4.3 Reasons for Denial of Claim ...................................................................................... 51

Section 4.4 Deemed Denial of Claim ............................................................................................ 51

Section 4.5 Review of Denial ......................................................................................................... 51

Section 4.6 Reasons for Denial Upon Review .............................................................................. 51

Section 4.7 Limits on Right to Judicial Review........................................................................... 52

Section 4.8 Other Claims............................................................................................................... 52

Section 4.9 Clerical Errors or Omissions..................................................................................... 52

PART 5 ABOUT THE PLAN AND YOUR RIGHTS.....................................................53

Section 5.1 Required Minimum Distributions............................................................................. 53

Section 5.2 “Top Heavy” Rules..................................................................................................... 53

Section 5.3 Plan Amendment or Termination............................................................................. 53

Section 5.4 Plan Insurance ............................................................................................................ 53

Section 5.5 Your Rights Under ERISA ........................................................................................ 54

5.5.1 Information About Your Plan and Benefits ....................................................................................54

5.5.2 Prudent Actions by Plan Fiduciaries ...............................................................................................55

5.5.3 How to Enforce Your Rights...........................................................................................................55

5.5.4 Assistance with Your Questions .....................................................................................................55

Section 5.6 Your Obligation to Provide Information.................................................................. 56

Section 5.7 Limitations on Benefits Due To Underfunding........................................................ 56

PART 6 EMPLOYEE REHIRE PROVISIONS..............................................................58

Section 6.1 Participation in the Plan Upon Rehire for Non-Legacy Employees ...................... 58

Section 6.2 Participation in the Plan Upon Rehire for Legacy Employees............................... 58

6.2.1 Rehire Before Your Annuity Starting Date.....................................................................................58

6.2.2 Rehire After Your Annuity Starting Date .......................................................................................58

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

6.2.3 Special Election to Continue Payments for Temporary or Part-Time Rehires................................59

Section 6.3 Additional Provisions ................................................................................................. 59

6.3.1 Reemployment After Refund of Employee Contributions ..............................................................59

6.3.2 Provisions Applicable to Rehired Participants................................................................................59

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

PART 1 INTRODUCTION

The Kerr-McGee Corporation Retirement Plan (the “Plan”) is a defined benefit pension planthat was established to provide you with a retirement benefit once you have completed therequired period of employment with an Employer. The Plan was most recently amended andrestated effective as of January 1, 2009, but has been amended subsequently, includingcertain material amendments effective January 1, 2012.

The Plan is fully paid for by Anadarko. You do not need to contribute financially. Once youhave become vested in your Accrued Benefit under the Plan, you are guaranteed a benefit. Ifyou are vested in your Accrued Benefit and terminate employment before retirement, youmay elect an immediate benefit or to defer your benefit until you reach retirement age. Atthat time, you choose the payment form that best suits your needs from the available options.

The Plan may be amended at any time at the discretion of the Plan Sponsor. However, noamendment will be made that decreases your Accrued Benefit unless required or authorizedby law. If the Plan is terminated by Anadarko, you will be 100% vested in your AccruedBenefit as of the date of such termination.

This Summary Plan Description (“SPD”) has been drafted to summarize material provisionsof the Plan as of January 1, 2012 (“Revision Date”). Because it is only a summary, it doesnot 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.

Throughout this SPD, you will find capitalized words and phrases. Those words and phrasesare “defined terms.” That means they have specific definitions that can be found in Section2.1. In this SPD, “I” in the questions and “you” in the answers and provisions refer to you asan employee or former employee of the Plan Sponsor or a Participating Affiliate.

As you review the SPD, you will notice that the Plan has two different benefit programs. Thefollowing discussion is only a brief summary of these programs. These different benefitprograms are discussed in greater detail in this SPD.

Prior to January 1, 2012, individuals who were Participants in the Plan prior to December 31,2007 and who had not incurred a Break in Service of more than a year thereafter participatedin 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 Section3.3.1.

On and after January 1, 2012, certain Participants referred to in this SPD as “Personal WealthAccount Participants” participate in a newly established cash balance pension program calleda “Personal Wealth Account” (PWA). The term “Personal Wealth Account Participants”includes Retirement Choice Participants and reemployed individuals who were Participants inthe Plan (other than Retirement Choice Participants) upon their termination of employmenton or after January 1, 2012. A hypothetical example of this benefit program is described inSection 3.3.2.


The term “Retirement Choice Participants” refers to Participants in the Plan whoaffirmatively elected under Retirement Choice to become Personal Wealth AccountParticipants as of January 1, 2012, and participate in the Personal Wealth Account.Retirement Choice Participants retain their accrued Legacy Benefit under the Plan, referred toin this SPD as the “Retirement Choice Accrued Benefit,” which will not increase by reason oftheir Credited Service completed or, except as provided in the Plan, imputed orCompensation received or imputed after December 31, 2011, but is subject to special interestrate provisions if distributed in a lump sum upon termination of employment after qualifyingfor early retirement or attaining Normal Retirement Age.

Any reference to the PWA is applicable to Retirement Choice Participants and certain rehiredparticipants only.

Active participants in the Anadarko Retirement Plan do not participate in this Plan.

FOR ADDITIONAL INFORMATION CONTACT:

Anadarko Benefits Center500 N. Akard Street, Suite 4100

Dallas TX 75201

1-866-472-4711https://www.Anadarkoadvantage.ehr.com/


Section 1.1 Employer Identification Number and Plan Number

The employer identification number assigned to the Plan Sponsor by the IRS is 76-0146568.The Plan number is 004. The Plan is a defined benefit pension plan.

Section 1.2 Plan Sponsor

Anadarko Petroleum CorporationAttn: Benefits Department, Human Resources1201 Lake Robbins DriveThe Woodlands, TX 77380832-636-1000 (request Benefits Department, Human Resources)

Section 1.3 Plan Administrator

The Anadarko Petroleum Corporation Administrative and Investment Committee is thedesignated “plan administrator” for purposes of ERISA. This committee and its delegates,including the Administrative Committee, has the exclusive and final discretion to interpretand construe the terms and provisions of the Plan and to decide all questions that arise inconnection with its administration, including factual determinations. Its decisions will befinal and binding on all persons.

Anadarko Petroleum CorporationAdministrative and Investment CommitteeAttn: Benefits Department, Human Resources1201 Lake Robbins DriveThe Woodlands, TX 77380832-636-1000 (request Benefits Department,Human Resources)

Please submit all forms and claims tothe Anadarko Benefits Center:

Anadarko Benefits Center500 N. Akard Street, Suite 4100

Dallas TX 752011-866-472-4711

Section 1.4 Plan Trustee

BNY Mellon BankOne Mellon Bank CenterPittsburgh, PA 15258-0001

Section 1.5 Service of Legal Process

Anadarko Petroleum CorporationAttn: General Counselc/o CT Corporation System350 N. St. Paul StreetDallas, TX 75201

Legal process may also be served on the Plan Administrator or the Trustee.


PART 2 DEFINITIONS

Whenever used with initial capital letters in this SPD, the following terms have the meaningsset forth below, unless otherwise expressly provided. For a complete definition of anydefined 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 Accrued Benefit: The monthly retirement income payable to you for life commencing atyour Normal Retirement Date that you have accrued as of a given date; provided, however,that with respect to a Personal Wealth Account Participant, Accrued Benefit means the sumof your KMG Legacy Accrued Benefit or Retirement Choice Accrued Benefit and yourPersonal Wealth Account Accrued Benefit as of any specified date. Your Accrued Benefitcannot exceed the limits permitted under Code Section 415.

2.1.3 Active Participant: You are an Active Participant if you are entitled to receive currentCompensation for services performed for a Participating Employer.

2.1.4 Actuarial Equivalent or Actuarially Equivalent: With respect to a Legacy Benefit, except forpurposes of determining the value of a lump sum distribution, Actuarial Equivalent means abenefit of equivalent value to the Accrued Benefit computed on the basis of an eight percent(8%) per annum interest rate and the mortality table prescribed by the Secretary of theTreasury in accordance with Code Section 417(e)(3) as of January 1, 1999.

For purposes of determining a lump sum distribution or any other distribution for a periodless than the life of the Participant, Actuarial Equivalent means a benefit of equivalent valueto the Accrued Benefit computed on the basis of the Applicable Interest Rate and ApplicableMortality Table.

With respect to a Personal Wealth Account, Actuarial Equivalent means:

(a) For conversion of a Personal Wealth Account to a single life annuity or any otheroptional form of benefit (except a lump sum):

Mortality Basis: GAR94 (Revenue Ruling 2001-62) mortality table.

Interest: 30-year U.S. Treasury Rate published monthly by the IRS for thesecond month preceding the first month of the calendar quarterin which the Participant commences such optional form ofbenefit.

(b) The lump sum payable with respect to the Participant’s Personal Wealth AccountAccrued Benefit shall be equal to the vested balance in the Personal Wealth Account.


IMPORTANTActuarial assumptions may be changed by an amendment to thePlan, but except as permitted by law, may not reduce your AccruedBenefit as in effect as of the date of the amendment.

2.1.5 Administrative Committee: The Anadarko Petroleum Corporation AdministrativeSubcommittee, as appointed by the Plan Administrator.

2.1.6 Alternate Payee: Anyone other than you, such as a spouse, former spouse, child ordependent, who is recognized by a QDRO as having a right to receive benefits under thePlan.

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

2.1.8 Annual Compensation Limit: The maximum annual Compensation allowable under CodeSection 401(a)(17) for any given year that may be taken into account for determining yourbenefit. The limit in 2012 is $250,000. The limit is adjusted automatically to reflect anyamendments to the Code and any cost-of-living increases authorized under the Code.

2.1.9 Annuity Starting Date: The first day of the first period for which an amount is payable to youor your Beneficiary as an annuity or in any other form available under the Plan.

IMPORTANTThe Annuity Starting Date is the first day of the first period for whichan amount is payable and is NOT the actual date of payment.

2.1.10 Applicable Interest Rate: The rate prescribed by Code Section 417(e) for the September ofthe year immediately preceding the calendar year that contains your Annuity Starting Date.

2.1.11 Applicable Mortality Table: The “applicable mortality table” for a given year as defined inCode Section 417(e)(3)(B).

2.1.12 Beneficiary: The person or persons who is entitled under the Plan to receive the portion ofyour Accrued Benefit, if any, that is distributable after your death.

2.1.13 Board: The Board of Directors of Anadarko Petroleum Corporation, or a committeeconsisting of members of the Board of Directors that is delegated responsibility with respectto the Plan.

2.1.14 Break in Service: A period of severance of 12 consecutive months or longer that immediatelyfollows your termination date and immediately precedes your Rehire Date.

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

2.1.16 Compensation: Subject to the adjustments and limitations in this section, effective as ofFebruary 15, 2010, Compensation means the total of all wages, salaries, fees for professionalservice, and other amounts you receive for services you render or labor you perform for aParticipating Employer while you are a Participant, but only to the extent those amounts areincludable in your gross income.

The following are excluded from Compensation:


(a) Payments (however denominated) that are not part of the Company’s AnnualIncentive 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 bonusesand production bonuses;

(b) Reimbursements and other expense allowances;

(c) Cash and non-cash fringe benefits;

(d) Moving expenses;

(e) Participating Employer contributions to, or payments from, this or any other deferredcompensation program, regardless of whether such program is qualified under CodeSection 401(a) or nonqualified;

(f) Health and other welfare benefits;

(g) Amounts realized from the receipt or exercise of a stock option that is not an incentivestock option within the meaning of Code Section 422;

(h) Amounts realized at the time property described in Code Section 83 is freelytransferable or no longer subject to a substantial risk of forfeiture under Section 83;

(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 ofCode Section 421(a); and

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

The following will be included in Compensation:

(a) Elective contributions made on your behalf by a Participating Employer that are notincludable in income under (i) a cafeteria plan (Code Section 125), a cash or deferredarrangement (Code Section 402(e)(3)), a simplified employee pension (Code Section402(h)), a 403(b) plan (Code Section 403(b)), and any parking or commutingexpenses not includable in your gross income under a salary reduction agreement(Code Section 132(f));

(b) Compensation deferred under an eligible deferred compensation plan within themeaning of Code Section 457(b); and

(c) Employee contributions described in Code Section 414(h) that are picked up by theParticipating Employer and treated as Employer contributions.

Compensation also includes any military continuation or differential pay you receive from aParticipating Employer while you are on active duty for a period of more than 30 days


performing qualified military service, provided that the pay does not exceed the wages youwould have received if you were performing services for the Participating Employer.

Your Compensation for a Plan Year taken into account for purposes of the Plan will belimited to the Annual Compensation Limit for that Plan Year. Such amount will be proratedto the extent required by applicable law.

2.1.17 Controlled Group Member: A Controlled Group Member includes:

(a) the Plan Sponsor;

(b) any corporation or association that is a Participant of a controlled group ofcorporations (within the meaning of Code Section 1563(a), determined without regardto Code Section 1563(a)(4) and Code Section 1563(e)(3)(C), except that, for thepurposes of applying the limitations on benefits and contributions that are requiredunder Code Section 415, such meaning will be determined by substituting the phrase“more than 50%” for the phrase “at least 80%” each place that it appears in CodeSection 1563(a)(1)) with respect to which the Plan Sponsor is a Participant;

(c) any trade or business (whether or not incorporated) that is under common control withthe Plan Sponsor as determined in accordance with Code Section 414(c) andregulations issued thereunder;

(d) any service or other organization that is a Participant of an affiliated service group(within the meaning of Code Section 414) with respect to which the Plan Sponsor is aParticipant; and

(e) any other entity required to be aggregated with the Plan Sponsor pursuant toregulations under Code Section 414(o).

2.1.18 Credited Service: The measure of service with Participating Employers used to determineyour Accrued Benefit as described in Section 3.2.3.

2.1.19 Death Benefit: The benefit payable to your Beneficiary if you die before your AnnuityStarting Date.

2.1.20 Designated Nonparticipating Employer: Any Controlled Group Member that is not aParticipating Employer; and any other corporation, association, proprietorship, partnership orother business organization that is not a Participating Employer and designated by the Boardor Administrative Committee (or their delegates) as a Designated Nonparticipating Employer.

2.1.21 Direct Rollover: A direct payment by the Plan to an Eligible Retirement Plan designated by aDistributee.

2.1.22 Disability Plan: The Anadarko Petroleum Corporation Long-Term Disability Plan.

2.1.23 Distributee: A person entitled to an Eligible Rollover Distribution, such as your survivingEligible Spouse, your former spouse who is an Alternate Payee under a QDRO, or aBeneficiary 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 RolloverDistribution.

2.1.24 Early Retirement Benefit: Your Retirement Benefit that begins before your NormalRetirement Date as calculated in Section 3.5.4.

2.1.25 Early Retirement Date: The first day of the month coincident with or next following the dateyou retire from the service of all Employers under the early retirement provisions of the Plan.

2.1.26 Effective Date: The date the Plan first becomes effective with respect to a particularEmployer. To the extent the Plan includes specific dates with respect to particular provisions,those dates control with respect to those provisions.

2.1.27 Eligibility Start Date: If you did not participate in a Superseded Plan as of December 31,2000, your Eligibility Start Date is the latest to occur of the following:

(a) January 1, 2001;

(b) the date you become an Eligible Employee;

(c) the first day of the month coincident with or next following the first anniversary ofyour Hire Date; or

(d) if you have not terminated employment but are absent from the active service of theEmployer on the first day you would be eligible to participate in the Plan under (a),(b) or (c) above, the date you return to active service with the Employer.

If you did participate in a Superseded Plan as of December 31, 2000, your Eligibility StartDate is January 1, 2001.

2.1.28 Eligible Employee: You are an Eligible Employee if you are employed as an Employee by aParticipating Employer on its United States payroll and are not classified by the ParticipatingEmployer as an Ineligible Employee.

2.1.29 Eligible Retirement Plan: Any of the following are considered to be Eligible RetirementPlans: (a) individual retirement accounts (including Roth IRAs) and individual retirementannuities; (b) Code Section 403(a) annuities; (c) qualified defined benefit and definedcontribution plans that are allowed to accept Eligible Rollover Distributions; (d) CodeSection 403(b) annuity contracts; and (e) Code Section 457(b) governmental plans that agreeto separately account for the rollover amount. The definition of Eligible Retirement Plan willalso apply in the case of a distribution to a spouse or former spouse who is an Alternate Payeeunder a QDRO. Notwithstanding the foregoing, if the Distributee is a non-spousalBeneficiary, then Eligible Retirement Plan means only individual retirement accounts(including Roth IRAs) and individual retirement annuities.

2.1.30 Eligible Rollover Distribution: A distribution of all or any portion of the Accrued Benefit ofa Distributee. However, an 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 Last Survivor Annuity for the joint lives (or lifeexpectancies) of the Distributee and the Distributee’s 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 5.1;

(e) the portion of a distribution that is not includable in gross income (determined withoutregard to the exclusion for net unrealized appreciation with respect to employersecurities); and

(f) any other distribution that is not designated as an eligible rollover distribution underthe Code or other authority.

Notwithstanding the foregoing, a portion of a distribution will not fail to be an EligibleRollover Distribution merely because it consists of after-tax employee contributions that arenot includable in gross income; provided, however, that such portion may be transferred onlyto an individual retirement account or annuity described in Code Section 408(a) or (b) or to aqualified defined contribution plan described in Code Sections 401(a) or 403(a) that agrees toseparately account for amounts so transferred, including to separately account for the portionof such distribution that is includable in gross income and the portion of such distribution thatis not so includable.

2.1.31 Eligible Spouse: The spouse to whom you are married on the earlier of your Annuity StartingDate or your date of death. Your spouse is not an Eligible Spouse unless your marriage islegally recognized as valid under the federal laws of the United States and of the state inwhich you reside.

2.1.32 Employee: You are an Employee if you are employed as an employee by an Employer andare classified as an employee on its payroll records or you are a Leased Employee. You arenot an Employee if you are classified in a non-employee category even if you are laterreclassified, including any retroactive reclassification from a non-employee category to anEmployee status even if the result of litigation or governmental action.

2.1.33 Employer: The Plan Sponsor or other Controlled Group Member.

2.1.34 ERISA: The Employee Retirement Income Security Act of 1974, as amended from time totime.

2.1.35 Final Average Monthly Compensation:

(a) If you have at least 36 consecutive calendar months of Compensation, then FinalAverage Monthly Compensation is your average monthly rate of Compensation fromParticipating Employers for the 36 consecutive calendar month period ofCompensation out of the 120 consecutive calendar month period that includes yourTermination Date that results in your highest average monthly rate of Compensation.The 120 consecutive calendar month period includes your month of termination, andif applicable, your month of hire or rehire. Your average monthly rate ofCompensation is determined by dividing your total Compensation for such 36consecutive calendar month period by 36, except as otherwise described below.


For the purpose of calculating Final Average Monthly Compensation, yourCompensation for a given month is the Compensation that you actually receiveduring that calendar month except for months or partial months in which youexperience a paid leave of absence for short term disability, qualified militaryservice, or worker’s compensation, in which case your compensation is your ABBRfor that full month.

Months in which you experience a leave of absence for short term disability,qualified military service, or worker’s compensation are counted as full months in thedenominator of the fraction for purposes of the calculation of Final Average MonthlyCompensation. Months in which you experience a leave of absence for any otherreason are counted as partial months in the denominator of the fraction.

(b) If you have less than 36 consecutive calendar months of Compensation, then FinalAverage Monthly Compensation is determined by dividing your total Compensationby the actual number of consecutive calendar months of Compensation.

For the purpose of calculating Final Average Monthly Compensation, yourCompensation for a given month is the Compensation that you actually receiveduring that calendar month except for months or partial months in which youexperience a paid leave of absence for short term disability, qualified militaryservice, or worker’s compensation, in which case your compensation is your ABBRfor that full month.

Months in which you experience a leave of absence for short term disability,qualified military service, or worker’s compensation are counted as full months in thedenominator of the fraction for purposes of the calculation of Final Average MonthlyCompensation. Months in which you experience a leave of absence for any otherreason, as well as your month of hire and month of termination, are counted as partialmonths in the denominator of the fraction.

If you were not actively employed for a period of one complete calendar month orlonger due to a leave of absence or because you were rehired with a reinstatement ofyour prior Vesting Service and Credited Service, then your Final Average MonthlyCompensation will exclude any complete calendar month during which you did notreceive any regular Compensation from the Employer.

(c) The mode of determining Final Average Monthly Compensation is applied on auniform basis for similarly-situated Participants.

(1) Month of Hire. If the month contains your date of rehire, the month of therehire shall be counted as a partial month in the denominator of the fraction.However, if the month contains your original date of hire, then the monthshall be considered a full month under subsection (a) above but partial monthunder subsection (b) above in the denominator of the fraction.

(2) Month of Termination. If a month contains your termination of employmentfor which you are subsequently rehired, the month of the termination shall becounted as a partial month in the denominator of the fraction. However, ifthe month contains your final termination of employment date, and you are


not rehired, then the month shall be considered a full month under subsection(a) above but partial month under subsection (b) above in the denominator ofthe fraction.

(3) Calculation of Partial Months. Each partial month is calculated as a fraction,with the numerator being the actual number of days in the month for whichyou received compensation and the denominator being the total number ofdays in the month.

(4) Totally and Permanently Disabled Participant. In the event your employmentis terminated because you become Totally and Permanently Disabled beforeyour Normal Retirement Date and you were partially disabled before youbecame Totally and Permanently Disabled, your Average MonthlyCompensation for the months of partial disability shall be determined basedon your ABBR immediately preceding the date you shifted to a partialdisability work schedule. Only for purposes of calculating your FinalAverage Monthly Compensation, you will be treated as if you were (i)employed for each month during which you receive payments from theDisability Plan and (ii) receiving compensation for such month at the rate ofyour ABBR immediately preceding the earlier of (A) your termination date,or (B) the date you shifted to a partial disability work schedule.

For purposes of this provision, you are considered to have become partiallydisabled and working a partial disability work schedule when you both (i)begin working a schedule of less than five days per week and (ii) beginreceiving payments from the Employer’s long term disability plan for thedays during a week when you are not actively working for an Employer.

(5) Determination of Calendar Months. Any complete calendar month duringwhich you did not receive any regular Compensation from the Employer isexcluded from the 36 consecutive calendar month period and the 120consecutive calendar month period, as referred to above. Only those calendarmonths in which you actually received some regular Compensation will beconsidered to be consecutive for purposes of the 36 and 120 consecutivecalendar month periods referenced in Section 2.1.35(a) and (b), above.Notwithstanding the foregoing, the Final Average Monthly Compensation ofa Participant who terminated service by reason of becoming Totally andPermanently Disabled shall be determined in accordance with paragraph (4)above.

IMPORTANT

For the purposes of determining your Final Average MonthlyCompensation for a given month, the Administrative Committeemay use either (a) the Compensation that you actually receiveduring that calendar month or (b) the average monthly rate ofCompensation for that calendar year. (If option (b) is selected, onlythose months for which you received Compensation are used. Youraverage monthly rate of Compensation for the year would be equalyour total Compensation divided by the number of months for whichyou received Compensation.)


2.1.36 Highly Compensated Employee: A “highly compensated employee” as defined in CodeSection 414(q).

2.1.37 Hire Date: The date you first perform an Hour of Service.

2.1.38 Hour of Service: An hour for which you are directly or indirectly paid, or are entitled tocompensation, by an Employer (or for purposes of determining Credited Service, by aParticipating Employer) for the performance of duties or other reasons including, but notlimited to, vacation, holidays, sickness, disability, paid layoff and similar paid periods of non-working time.

2.1.39 Ineligible Employee: If you are an Ineligible Employee, you will not be eligible to join thePlan and you will not accrue any benefits under the terms of the Plan while you are classifiedby an Employer as an Ineligible Employee. You are an Ineligible Employee if:

(a) you are not a Regular Employee;

(b) you were employed at the location of any plant, office or division that was formed,acquired by or merged into or with the Company on or after March 1, 1999, unless theCompany, by resolution of its Board of Directors, specifically provides that theprovisions of the Plan will apply to all persons who are employed at such location;

(c) you are a non-resident alien who (1) receives no earned income (within the meaningof Code Section 911(d)(2)) from a Participating Employer that constitutes incomefrom sources within the United States (within the meaning of Code Section 861(a)(3)),or (2) is employed for the primary purpose of providing employment services injurisdictions other than the United States, regardless of whether you are processed ormaintained on a payroll system in the United States for administrative convenience orother business reasons;

(d) you are (1) a Leased Employee or (2) considered by the Participating Employer to bean independent contractor (or in another non-Employee status), but are laterreclassified as an Employee whose wages should have been reported on Form W-2 (orits successor), with respect to the entire period for which you were classified or paidby the Adopting Employer as an independent contractor. You will be an IneligibleEmployee under this subsection even if you are retroactively reclassified by a court,the IRS, the DOL, or any other governmental entity, as an Employee;

(e) you are a temporary worker who is engaged through or employed by a temporary orleasing agency, irrespective of the length of time that you perform or are expected toperform services at or for the recipient Participating Employer. As a temporaryworker, you will be considered an Ineligible Employee even if you are retroactivelyreclassified by a court, the IRS, or the DOL as an employee of the recipientParticipating Employer;

(f) you are a participant in, and accruing pension benefits under, the Anadarko PetroleumCorporation Retirement Plan;

(g) you were covered in 2006 under the Western Gas Resources, Inc. Retirement Planprior to its merger into the Anadarko Employee Savings Plan and, as the result


thereof, you were eligible to receive the eight percent (8%) Special Profit SharingContribution under the Anadarko Employee Savings Plan; or

(h) you are included in a unit of Employees covered by a collective bargaining agreementbetween the Employees’ representative and a Participating Employer in whichretirement benefits were the subject of good faith bargaining unless the collectivebargaining agreement expressly requires the Participating Employer to include suchEmployees in the Plan.

For purposes of this Section 2.1.39(h), if the collective bargaining agreement expiresor is terminated, if you are assigned to a job or job classification that was previouslycovered by such collective bargaining agreement, you will continue to be covered inaccordance with its provisions until the earliest of: (1) twelve (12) months from thedate the agreement expired or terminated; (2) cessation of negotiations between theparties to the expired or terminated agreement to enter into a new or modifiedcollective bargaining agreement; or (3) adoption of a new or modified collectivebargaining agreement to replace the expired or terminated agreement.

For purposes of this Section 2.1.39(h), the term “Employees’ representative” does notinclude any organization more than one half of the members of which are Employeeswho are owners, officers, or executives of the Participating Employer. (Only to theextent that Employees who are included in a unit of Employees covered by acollective bargaining agreement are covered under the Plan, the terms of suchparticipation, including but not limited to eligibility, vesting, and benefit accruals,will be set forth in a Union Participation Appendix to the Plan).

2.1.40 Interest Credit: The amount by which the balance in your Personal Wealth Account isincreased to reflect interest. Your Personal Wealth Account will increase weekly at aninterest rate that is equal to the Variable Interest Rate if you are alive and have notcommenced receiving payment of the Retirement Benefit, or if you are deceased and yourEligible Spouse or Beneficiary is eligible to receive a benefit and has not commencedreceiving such benefit. Notwithstanding the foregoing, under no circumstances will theInterest Credit be less than a 3.24% annual rate, unless a lower rate is required to comply withany 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 otherwiseimpermissible due to the issuance of authoritative guidance by the appropriate governmentalentity that prohibits such minimum interest rate.

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

2.1.42 Joint and Contingent Survivor Annuity: An annuity that is payable to you during yourlifetime, and, following your death, payable to your Beneficiary for life as a survivor annuityequal to a specified percentage (e.g., 50%) of the monthly amount payable during yourlifetime.

2.1.43 Joint and Last Survivor Annuity: An annuity that is payable to you during the joint lifetimeof you and your Beneficiary, and following the death of either you or your Beneficiary, asurvivor annuity payable to the survivor for life equal to a specified percentage (e.g., 50%) ofthe monthly amount payable during your joint lifetime.


2.1.44 Kemira Plan: Kemira Pigments, Inc. Employees Retirement Plan.

2.1.45 KMG Legacy Accrued Benefit: The Legacy Benefit that a Participant (other than aRetirement Choice Participant) has accrued under the Plan as of his Termination Dateoccurring on or after January 1, 2012, which shall not increase by reason of Credited Servicecompleted (or, except as otherwise provided in the Plan, imputed) or Compensation received(or imputed) after such Termination Date.

2.1.46 Last Transfer Date: The date you were last transferred to the status of an Eligible Employee.

2.1.47 Late Retirement Benefit: Your Retirement Benefit that begins after your Normal RetirementDate as calculated in Section 3.5.3.

2.1.48 Late Retirement Date: In the event that you retire after your Normal Retirement Date, thefirst day of the month coincident with or next following the date you retire from the service ofall Employers.

2.1.49 Leased Employee: The term “Leased Employee” means any person or entity (other than anEmployee of the Employer) who, pursuant to an agreement between the Employer and anyother person (leasing organization), has performed services for the Employer (or for theEmployer and related persons as determined under Code Section 414(n)(6)) on a substantiallyfull-time basis for a period of at least one year and such services are performed under theprimary direction or control of the Employer. Contributions or benefits provided a LeasedEmployee by the leasing organization, which are attributable to services performed for theEmployer, will be treated as provided by the Employer.

Notwithstanding any provision to the contrary, a Leased Employee will not be considered tobe an Employee if (i) such employee is covered by a money purchase pension plan providing(1) a non-integrated employer contribution rate of at least ten percent of compensation, asdefined in Code Section 415(c)(3); (2) immediate participation; and (3) full or immediatevesting; and (ii) Leased Employees do not constitute more than 20% of the Employer’sworkforce who are not Highly Compensated Employees.

2.1.50 Legacy Benefit: The Accrued Benefit determined under the Plan’s traditional defined benefitpension program, which is expressed in the form of a monthly retirement income payable toyou for life commencing on your Normal Retirement Date.

2.1.51 Legacy Employee: An Employee who was an Eligible Employee in the Plan as of August 10,2006.

2.1.52 Monthly Covered Compensation: An amount equal to one-twelfth of the “coveredcompensation,” within the meaning of Code Section 401(l)(5)(E) and regulations and rulingsissued pursuant thereto, that applies to the Participant based upon his year of birth. Theamount of Monthly Covered Compensation will be automatically adjusted each Plan Year;provided, however, that any changes in the amount of “covered compensation” that becomeeffective after either the first day of the Plan Year in which he attains the age of 65 years orthe first day of the last Plan Year during which he is credited with an Hour of Service will beignored.


2.1.53 Non-Legacy Employee: An Employee who was not an Eligible Employee in the Plan as ofAugust 10, 2006.

2.1.54 Nonparticipating Employer: Any Controlled Group Member that is not a ParticipatingEmployer, or any other corporation, association, proprietorship, partnership or other businessorganization that is designated by the Board as a Nonparticipating Employer.

2.1.55 Normal Retirement Age: Age 65. The Normal Retirement Age for any Participant whoterminated employment prior to the Effective Date is the Normal Retirement Age in effect asof such former employee’s termination date.

2.1.56 Normal Retirement Benefit: Your Retirement Benefit that begins as of your NormalRetirement Date as calculated in Section 3.5.2.

2.1.57 Normal Retirement Date: The first day of the month coincident with or next following thedate on which you attain your Normal Retirement Age; provided, however, the NormalRetirement Date of any Participant who reached his “normal retirement date” as defined inthe Superseded Plan (as applicable to him prior to January 1, 2001), will be the “normalretirement date” that is specified in such Superseded Plan.

2.1.58 Oryx Plan: The Oryx Energy Company Retirement Plan, as amended.

2.1.59 Participant: A Participant includes an Eligible Employee, a former Eligible Employee whoseservice has not been terminated but who has been transferred from his status as an EligibleEmployee, and any retired or terminated Employee who has nonforfeitable rights to anAccrued Benefit under the provisions of the Plan.

2.1.60 Participating Employer: The Plan Sponsor and any Controlled Group Member that hasadopted and is participating in the Plan.

2.1.61 Pay Credit: The credit added to the Personal Wealth Account of a Personal Wealth AccountParticipant which is determined as a percentage of his Compensation, as follows:

(a) Beginning on January 1, 2012 (or, if later, the date a Participant becomes a PersonalWealth Account Participant) and as of the end of each subsequent pay period, PayCredits will be added to the Personal Wealth Account of each Participant who was anActive Participant on any day of such pay period.

(b) Pay Credits shall be credited according to the following schedule for each ActiveParticipant:

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 Period Certain: Five, ten, fifteen, or twenty years, as elected by the Participant, so long as itdoes not exceed the maximum period permitted under the Code.

2.1.64 Personal Wealth Account (PWA): The notional bookkeeping account reflecting the PersonalWealth Account Accrued Benefit under the Plan for a Personal Wealth Account Participant.

2.1.65 Personal Wealth Account Accrued Benefit: The Accrued Benefit of a Personal WealthAccount Participant at any date is his Personal Wealth Account balance as of the end of eachpay period.

2.1.66 Personal Wealth Account Participant: A Participant who is accruing Personal WealthAccount benefits on or after January 1, 2012.

2.1.67 Plan: The Kerr-McGee Corporation Retirement Plan, as amended and restated effective as ofJanuary 1, 2009, as amended from time to time.

2.1.68 Plan Administrator: The Plan Administrator is the Anadarko Petroleum CorporationAdministrative and Investment Committee.

2.1.69 Plan Sponsor: The Plan Sponsor listed in Section 1.2.

2.1.70 Plan Year: The calendar year beginning each January 1st and ending each December 31st.

2.1.71 Points: For any pay period during a year, the sum of (1) the Personal Wealth AccountParticipant’s age on any given date, as determined in whole years, and (2) the PersonalWealth Account Participant’s whole years of Vesting Service. Retirement ChoiceParticipants will receive service credit for purposes of his or her Personal Wealth Accountequal to his or her full years of Vesting Service as of December 31, 2011.

2.1.72 Present Value: The Actuarially Equivalent present value of the Vested Interest in yourAccrued Benefit.

2.1.73 Primary Social Security Benefit: The “estimated primary insurance amount” payable to youat your Normal Retirement Age, or actual retirement age if later, under the Social SecurityAct as in effect on the earlier of your Termination Date or actual Retirement Date (asdetermined assuming (1) you would have continued in covered employment with anEmployer until your Normal Retirement Date and (2) your compensation would havecontinued until your Normal Retirement Date at the same rate as your current compensationon the date of termination).

2.1.74 QDRO (Qualified Domestic Relations Order): A domestic relations order that (a) creates orrecognizes 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 and ERISA, asdetermined by the Administrative Committee.

2.1.75 QJSA (Qualified Joint and Survivor Annuity): An annuity payable to you during yourlifetime, and following your death, a survivor annuity that is equal to fifty percent (50%) ofthe amount payable during your life to be payable to your surviving Eligible Spouse for life.(A Joint and Contingent Survivor Annuity with a specified percentage of 50% and yourEligible Spouse as the annuitant.) For a participant who is retirement eligible, the survivorportion of the Legacy Benefit is fully subsidized by the Company, provided that the amountpayable to the surviving Eligible Spouse is subject to a reduction of one-half percent for eachfull year the surviving Eligible Spouse is more than 10 years younger than the Participant.

2.1.76 Qualified Pension Plan: A pension plan that is qualified under Code Section 401(a) or403(a).

2.1.77 Qualified Service Leave: Your absence due to military service that is either compulsory or iscovered by a leave of absence granted by the Employer, provided that (a) you are entitledunder applicable federal law to reemployment by the Employer upon your discharge fromactive duty; and (b) you return to the active service of the Employer within the period of timeduring which you have reemployment rights under applicable federal law (or within 60 daysafter discharge or separation from the military engagement if no federal law is applicable).

2.1.78 Regular Employee: You are a Regular Employee if you are in an approved headcount“regular” employment position with a Participating Employer and on the ParticipatingEmployer’s U.S. payroll.

2.1.79 Rehire Date: Rehire Date is the first day you perform an Hour of Service uponreemployment after you have a Termination Date.

IMPORTANTIf you were a participant in a Predecessor Plan, such as the OryxPlan, please consult the Plan document for additional provisionsthat could affect your Rehire Date.

2.1.80 Required Beginning Date: The April 1 of the calendar year following the later of thecalendar year in which you attain age 70½ or retire; provided, however, if you are a 5-percentowner under Code Section 401(a)(9), your Required Beginning Date will be the April 1 of thecalendar year following the calendar year in which you attain age 70½. If you are a 5-percentowner, distributions must continue to be distributed to you once they begin even if later youcease to be a 5-percent owner.

2.1.81 Retirement Benefit: With respect to a Legacy Benefit, an Early Retirement Benefit, NormalRetirement Benefit, Late Retirement Benefit, or Vested Terminated Benefit, as applicable.With respect to a Personal Wealth Account Accrued Benefit, the amount payable to you oryour Beneficiary attributable to your Personal Wealth Account.

2.1.82 Retirement Choice: The program described in Part 3 of this SPD under which eachParticipant who is an Active Participant as of December 31, 2011 (other than a Participantdeemed to be Totally and Permanently Disabled as of December 31, 2011) was offered theopportunity to make an irrevocable election prior to December 31, 2011, between continuing


to accrue a Legacy Benefit under the Plan and becoming a Personal Wealth AccountParticipant as of January 1, 2012, and participating in the Personal Wealth Account.

2.1.83 Retirement Choice Accrued Benefit: The Legacy Benefit a Retirement Choice Participanthas accrued under the Plan as of December 31, 2011, which shall not increase by reason ofCredited Service completed (or, except as otherwise provided in the Plan, imputed) orCompensation received (or imputed) after such date.

2.1.84 Retirement Choice Participant: A Participant who affirmatively elects pursuant to RetirementChoice to become a Personal Wealth Account Participant as of January 1, 2012, and to accruePersonal Wealth Account benefits from and after such date.

2.1.85 Service: Vesting Service or Credited Service, as applicable.

2.1.86 SPD or Summary Plan Description: The Summary Plan Description of the Kerr-McGeeCorporation Retirement Plan.

2.1.87 Superseded Plan: One or all of the Qualified Pension Plans of the Employers that have beenamended and restated and now are incorporated into this Plan. References to the SupersededPlan as of any given date refers to the provisions set forth under the terms of such QualifiedPension Plan, as amended and in effect on the given date. The term Superseded Planspecifically includes, but is not limited to, the Plan as amended and in effect prior toJanuary 1, 2001, and those Qualified Pension Plans incorporated into the January 1, 2001restatement of the Plan.

2.1.88 Termination Date: The last day on which you are employed as an Employee of anyEmployer.

2.1.89 Totally and Permanently Disabled or Total and Permanent Disability: You will be deemed tobe Totally and Permanently Disabled only if you are eligible to receive disability benefitsunder the Disability Plan and you are eligible to receive Social Security disability benefits.

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

2.1.91 Trust Agreement: The Anadarko Petroleum Corporation Master Trust, as amended from timeto time.

2.1.92 Trustee: The entity that is currently serving as trustee of the Trust as defined in Section 1.4.

2.1.93 Variable Interest Rate: The annual effective rate of interest on 30-year Treasury Securitiespublished monthly by the IRS for the second month preceding the calendar quarter duringwhich the week for which Interest Credits are being determined ends.

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

2.1.95 Vested Terminated Benefit: Your Retirement Benefit if you terminate service prior to yourNormal Retirement Date without being eligible for an Early Retirement Benefit as describedin Section 3.5.4. Your Vested Terminated Benefit is calculated in Section 3.5.53.5.5.


2.1.96 Vesting Service: The measure of Service used to determine the nonforfeitable portion ofyour Accrued Benefit as described in Section 3.2.2.


PART 3 FREQUENTLY ASKED QUESTIONS

Section 3.1 FAQ: Participation and Contributions

3.1.1 Does this SPD apply to me?

The provisions of this SPD summarize the terms of the Plan document as of the RevisionDate of this SPD. As a result, this SPD applies only to Participants who terminateemployment on or after the Revision Date.

When you terminate employment, the amount of payment, time of payment, form of paymentand all other terms and conditions of your Accrued Benefit are generally governed by theterms of the Plan as in effect on your Termination Date (unless you return to work at a laterdate). For example, if you quit your job and your last day of work was October 22, 2012,your Accrued Benefit will be determined under the terms of the Plan as in effect on October22, 2012.

If you stopped working for all Participating Employers before the Revision Date, you shouldreview the plan documents as were in effect at the time of your termination to determine yourrights and benefits.

If you were an Active Participant in the Plan upon your termination of employment and youare then rehired after your Termination Date in a classification of Employees that is eligiblefor participation in the Plan, you will commence or resume participation as a Personal WealthAccount Participant in the Plan upon your Rehire Date.

3.1.2 Who is Eligible to Participate in this Plan?

Prior to January 1, 2012, you were eligible to participate in the Plan if you were a Participantin the Plan as of December 31, 2007 and did not incur a break of more than one yearthereafter. You must also be either (a) an Eligible Employee or (b) a formerly EligibleEmployee with a Vested Interest in your Accrued Benefit under the Plan. You are noteligible to participate in this plan if you are an active participant in the Anadarko RetirementPlan or if your benefits have been spun-off to the Tronox Plan.

If you were a Participant in the Plan during 2011, your immediately preceding TerminationDate occurred on or before December 31, 2011, you are rehired as an Eligible Employee andyour Rehire Date occurs on or before the one-year anniversary of your Termination Date, youwill resume participation in the Plan on your Rehire Date and continue accruing a LegacyBenefit. However, if you were a Participant in the Plan during 2011, your immediatelypreceding Termination Date occurred on or before December 31, 2011, you are rehired as anEligible Employee and your Rehire Date occurs after the one-year anniversary of yourTermination Date, you will not resume participation in the Plan.

On and after January 1, 2012, you are eligible to participate in the Plan if you were aParticipant in the Plan as of December 31, 2011, regardless of whether you incur a break. Ifyour Termination Date occurs on or after January 1, 2012, and you are rehired as an Eligible


Employee, you will resume participation in the Plan on your Rehire Date as a PersonalWealth Account Participant.

If you are a Retirement Choice Participant, you will continue to be a Participant with respectto your Retirement Choice Accrued Benefit as of December 31, 2011, but such accruedbenefit will not increase by reason of Credited Service completed (or imputed) orCompensation received (or imputed) after December 31, 2011.

IMPORTANTThe Plan is closed to new participation. If you were not aParticipant as of December 31, 2007, you cannot become aParticipant on or after that date.

You are an Eligible Employee if you are employed by a Participating Employer on its UnitedStates payroll, and you are not classified as an Ineligible Employee.

To participate in this Plan, you must provide the Plan Administrator with the information itrequests, execute all necessary forms, and answer all questions fully and truthfully as the PlanAdministrator deems appropriate.

3.1.3 When did I begin participating in the Plan?

If you are a Participant, you began participating on your Eligibility Start Date.

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

This SPD is not a contract of employment. The establishment and maintenance of the Plan isnot an employment contract or other type of employment agreement between you and yourEmployer. The Plan does not confer any legal right for you to remain employed with anyEmployer, and you are subject to termination or discipline to the same extent as if the Planwas not effective.

3.1.5 Who contributes to the Plan?

The Plan is to be funded solely from contributions by Anadarko. As a Participant, you do notmake any contributions to the Plan.

Section 3.2 FAQ: Calculating Your Service

3.2.1 How does my Service count toward retirement?

Your Service counts for three purposes—vesting, benefit accrual and eligibility. VestingService determines whether you are entitled to an Accrued Benefit if you leave Anadarko.Further, for Personal Wealth Account Participants, Vesting Service is used to determine yourPoints for purposes of Pay Credits to your Personal Wealth Account. Credited Servicedetermines the benefit accrual or amount of the Legacy Benefit to which you are entitled.Employees no longer accrue service for purposes of determining eligibility because the Planis closed to new Participants. If you were not already a Participant in the Plan as of December31, 2007, you are not eligible to participate.


3.2.2 How do I calculate my Vesting Service?

Subject to the following provisions, your Vesting Service is generally the total period ofelapsed time, computed in years and days that you are employed with an Employer.

Your Vesting Service will also include the period of time during which you are Totally andPermanently Disabled. However, to be eligible to receive Vesting Service for any period(s)of Total and Permanent Disability, your Total and Permanent Disability must have started onor after March 1, 1999.

If you terminate your employment and then are rehired, or if you are transferred to or fromyour status as an Eligible Employee, the rehire provisions in Part 6 will govern how yourVesting Service is determined.

If you became a covered employee as the result of the Kemira, HS Resources or WestportResources corporate transactions, you are credited with Vesting Service for your periods ofservice with those entities.

IMPORTANTEligibility for Early Retirement is determined by your age andvesting service.

3.2.3 How do I calculate my Credited Service?

Credited Service generally includes the total period of your employment with all ParticipatingEmployers, computed in completed months, from your Hire Date or Rehire Date, asapplicable, until your Termination Date. However, Credited Service does not include (a) anyservice as a Leased Employee, (b) any service with a Nonparticipating Employer unless theNonparticipating Employer subsequently becomes a Participating Employer, or (c) anycomplete calendar month in which you are absent from the service of the ParticipatingEmployer and you receive no regular Compensation from the Participating Employer (unlessyou are on Qualified Service Leave).

IMPORTANTCredited Service is never calculated such that you would receiveduplicate credit for any service with an Employer.

Your Credited Service will also include the period of time during which you are Totally andPermanently Disabled. However, to be eligible to receive Credited Service for any period(s)of Total and Permanent Disability, your Total and Permanent Disability must have started onor after May 1, 1999.

If you terminate your employment and then are rehired, or if you are transferred to or fromyour status as an Eligible Employee, the rehire provisions in Part 6 will govern how yourCredited Service is determined.

If you became a covered employee as the result of the HS Resources or Westport Resourcescorporate transactions, you do not receive Credited Service for your periods of service withthose entities.


3.2.4 What happens if I become ill or I’m called to active duty?

If you take an Employer approved absence from active employment due to illness, qualifiedmilitary service, or other permitted reason contained in a leave of absence policy of theEmployer, it will be considered a qualified leave of absence for purposes of the Plan. Aqualified leave of absence will not be considered a Break in Service provided that you returnto active employment with the Employer on or before the expiration of your leave or, if noexpiration is specified, within the period of time allowed by the Employer’s policy withrespect to permitted absences.

Section 3.3 FAQ: Your Accrued Benefit

IMPORTANTYour Accrued Benefit will not exceed the maximum amountpermitted under the Code.

3.3.1 How is my Legacy Benefit calculated?

If you retire on your Normal Retirement Date, the monthly amount of retirement incomepayable to you is equal to (A) + (B) + (C) + (D) – (E). For purposes of this calculation, thefollowing definitions apply:

(A) = 1.10% x FAMC x years of Credited Service earned prior to March 1,1999.

(B) = 0.50% x (FAMC in excess of SSCC) x years of Credited Service earnedprior to March 1, 1999, not in excess of 35 years.

(C) = 1⅔% x FAMC x years of Credited Service earned on or after March 1, 1999, not in excess of 30 years.

(D) = 0.75% x FAMC x years of Credited Service earned on or after March 1,1999, in excess of 30 years.

(E) = [1.00% x PSSB x years of Credited Service earned on or after March 1,1999 as of Normal Retirement Date (not in excess of 30 years)] x [(yearsof Credited Service earned on or after March 1, 1999) (years ofCredited Service earned on or after March 1, 1999 as of NormalRetirement Date)].

FAMC = Final Average Monthly Compensation.

SSCC = Social Security Covered Compensation.

PSSB = Primary Social Security Benefit.

EXAMPLE: You retire at age 65 and have 40 years of Credited Service. 29 years of CreditedService were earned before March 1, 1999, and 11 years are earned on and after March 1,1999. Your FAMC is $4,200 per month, monthly SSCC is $3,300 and your estimated


monthly PSSB is $2,086. According to this information, your life-only monthly retirementbenefit would be calculated as follows:

(A) 1.10% x $4,200 x 29 .............................................$1,339.80

PLUS +

(B) 0.50% x ($4,200-$3,300) x 29 .................................$130.50

PLUS +

(C) 1⅔% x $4,200 x 11 ..................................................$770.00

PLUS +

(D) 0.75% x $4,200 x 0 .....................................................$ 0.00

MINUS –

(E) 1.00% x $2,086 x 11 x (11 ÷ 11) .............................$229.46

EQUALS =

Monthly Retirement Benefit at Age 65................ $2,010.84

If you were formerly a participant in the Oryx Plan, your Accrued Benefit is the sum of (C) +(D) - (E) in the above formula, but substituting “all years of Credited Service” for “years ofCredited Service earned on or after March 1, 1999”.

If you were formerly a participant in the Kemira Plan, your Accrued Benefit is the sum of (C)+ (D) - (E) in the above formula, but substituting “all years of Credited Service” for “years ofCredited Service earned on or after March 1, 1999”.

If you are a Retirement Choice Participant, you retain your Legacy Benefit in the Plan as ofDecember 31, 2011, and begin earning a benefit in the Personal Wealth Account as ofJanuary 1, 2012.

3.3.2 How do I determine my Personal Wealth Account Accrued Benefit?

The initial balance in your Personal Wealth Account is zero. Thereafter, the balance in yourPersonal Wealth Account will be the sum of your initial balance plus your credited PayCredits and Interest Credits under the Plan.

If you are a Personal Wealth Account Participant, Anadarko makes two separatecontributions on your behalf: a contribution to your Personal Wealth Account based on yourage and service as described in this Part 3 and an additional 4% contribution to yourAnadarko Employee Savings Plan account. More information about the 4% contribution canbe found in the Summary Plan Description for the Anadarko Employee Savings Plan.

Definitions

Personal Wealth Account Accrued Benefit — This is the accumulated balance of yourPersonal Wealth Account as of the end of each pay period. The starting or beginning balanceis zero.


Pay Credits — Each pay period your Personal Wealth Account will be credited with apercentage of that pay period’s Compensation according to the following schedule:

Points

(Age plus Service)

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 Personal Wealth Account will be credited with InterestCredits 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 governmentpublished 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 ofVesting Service with the Company. Both age and service are measured in completed years,see Section 3.3.3 below.

Step 2: Multiply the pay period’s Compensation by the applicable percent from the tableabove to determine the period’s Pay Credit.

Step 3: Increase the beginning Personal Wealth Account balance with interest and add thePay Credit to your Personal Wealth Account balance. This is your beginning cash balancefor the next pay period.

Example

The following is an example of the calculation of the cash balance for a Personal WealthAccount Participant age 39 and 11 months earning $50,000 per year and paid on a biweeklybasis.

Note that between the 2nd and 3rd pay periods this employee has his 40th birthday and, as aresult, has earned an additional Point which entitles him to a higher Pay Credit contribution.


PayPeriod

Earnings forthe Pay Period Points

Contributionsfor the Pay

PeriodInterest

Credited*Account Balance atEnd 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, whichwill vary, will be applied to amounts for each week until the date of distribution of the entirePersonal Wealth Account balance.

To view your current Personal Wealth Account balance and model future benefits using yourown assumptions for retirement age and salary growth, visithttps://www.Anadarkoadvantage.ehr.com/ and click on the Explore Your Retirement link.

3.3.3 When will I earn additional Points for Pay Credits?

Points are generally based on the sum of your age and your years of Vesting Service with theEmployer. Both age and service are measured in completed years. As a result, you will gainan additional Point on each birthday and on each service anniversary date with the Employer.For example, an employee aged 44 years and 9 months with 3.5 years of Vesting Servicewould have 47 points (i.e., 44 years of age plus 3 completed years of Vesting Service).

3.3.4 When will I be vested in my Accrued Benefit?

You will be 100% vested in your Accrued Benefit after you complete three years of VestingService. You will also automatically become 100% vested in your Accrued Benefit if youattain Normal Retirement Age while employed by an Employer.

Full Years of Vesting Service Vested Interest

Less than 3 years 0%

3 years or more 100%

3.3.5 What happens to my Accrued Benefit if the Plan is terminated?

In the event that the Plan is voluntarily terminated, you will be 100% vested in your AccruedBenefit. Highly Compensated Employees will be limited to receiving an Accrued Benefitthat satisfies the nondiscriminatory legal requirements as explained in the Plan.


3.3.6 What happens to my Accrued Benefit if I leave all Employers and then I’m rehired?

If you leave all Employers and are then rehired, your Accrued Benefit on your Rehire Datewill be determined in accordance with the rehire provisions in Part 6. (See Part 6 for adetailed explanation.)

3.3.7 May I transfer my Accrued Benefit to someone else?

Your Accrued Benefit may be transferred to another person only under a QDRO or a specifictype of judgment or settlement that is permitted under ERISA or the Code. Otherwise, yourAccrued Benefit is not transferable or assignable, nor may it be garnished or levied, except, insome circumstances, for a federal tax lien.

3.3.8 What Compensation is used to calculate my Accrued Benefit?

The Compensation used to calculate your Legacy Benefit or your Pay Credits for purposes ofyour Personal Wealth Account, if applicable, is the Compensation defined in Section 2.1.16.Compensation is limited to the Annual Compensation Limit and prorated to the extentrequired by applicable law.

3.3.9 What happens if I go on Short Term Disability Leave?

In the event you take Short Term Disability Leave, you will continue to accrue CreditedService or Pay Credits and Interest Credits, if applicable, each month. When calculating theAccrued Benefit you accrue while on Short Term Disability Leave, Compensation isdetermined by disregarding the short term disability pay you receive during your Short TermDisability Leave and, in its place, substituting your ABBR while on Short Term DisabilityLeave based on the length of your Short Term Disability Leave.

3.3.10 What happens if I am involuntarily terminated under the Anadarko PetroleumCorporation Severance Plan?

If you are terminated under the Anadarko Petroleum Corporation Severance Plan, you may beeligible for enhanced retirement benefits as outlined in Supplement 25 of the Plan. Eligibilityfor benefits will be determined as of the date on which your employment terminates.

Section 3.4 FAQ: Retirement Choice

3.4.1 What is Retirement Choice?

In late 2011, Participants in the Plan (other than participants deemed to be Totally andPermanently Disabled as of December 31, 2011) were offered the opportunity to make anirrevocable election prior to December 31, 2011, between continuing to accrue a LegacyBenefit and becoming a Personal Wealth Account Participant as of January 1, 2012, andparticipating in the Personal Wealth Account.

The Participants who affirmatively elected to become a Personal Wealth Account Participantas of January 1, 2012, and to participate in the Personal Wealth Account became RetirementChoice Participants. Participants who did not make an affirmative election to become a


Personal Wealth Account Participant as of January 1, 2012, continue to accrue LegacyBenefits.

As described in Section 3.5, your Legacy Benefit can be distributed in the form of a lumpsum payment, but lump sum values can vary sharply from year to year with interest ratefluctuations. Retirement Choice provides you with a level of interest rate protection andprovides a predictable cost to the Employer.

3.4.2 How does Retirement Choice work?

Retirement Choice Participants retain their Legacy Benefit as of December 31, 2011 (alsoreferred to as their “Retirement Choice Accrued Benefit”), but it will not increase by reasonof Credited Service completed (or, except as otherwise provided in the Plan, imputed) orCompensation received (or imputed) after December 31, 2011, or any Plan provision thatprovides for additional accruals (such as Total and Permanent Disability described in Section3.2.3). If a Retirement Choice Participant qualifies for a subsidy under the Plan (such as theearly retirement subsidy described in Section 3.5.4), the subsidy will only apply to theRetirement Choice Accrued Benefit.

Further, if a Retirement Choice Participant attains his or her Early Retirement Date or NormalRetirement Date on or before December 31, 2012, or continues employment with theEmployer from January 1, 2012, to the earlier of his or her Early Retirement Date or NormalRetirement Date, special interest rates will be used to calculate the lump sum payment of hisor her Retirement Choice Accrued Benefit.

Finally, Retirement Choice Participants become Personal Wealth Account Participants as ofJanuary 1, 2012, and receive credit for their Vesting Service as of December 31, 2011 (seeSection 6.2.1) for purposes of the Personal Wealth Account.

3.4.3 What special interest rates will be used to calculate lump sum payments of LegacyBenefits?

For Retirement Choice Participants who attain their Early Retirement Date or their NormalRetirement Date on or before December 31, 2012, the special interest rate is 3.18% or theinterest rate in effect on their Annuity Starting Date (see Section 3.5.1), whichever producesthe greater lump sum amount.

For Retirement Choice Participants who continue employment with the Employer fromJanuary 1, 2012 to the earlier of their Early Retirement Date or Normal Retirement Date,which occurs after December 31, 2012, the special interest rate is the interest rate in effect onthe earlier of their Early Retirement Date or Normal Retirement Date or the interest rate ineffect on their Annuity Starting Date, whichever produces the greater lump sum amount.

If a Retirement Choice Participant dies after attaining his Early Retirement Date or NormalRetirement Date, the special interest rates will be used to calculate the Retirement ChoiceAccrued Benefit lump sum payment for his or her Beneficiary. However, the special interestrates will not be used to calculate the Retirement Choice Accrued Benefit lump sum of anAlternate Payee under a QDRO.


3.4.4 How does the Vesting Service credit for purposes of Personal Wealth Accounts work?

Each Retirement Choice Participant will receive service credit for purposes of his or herPersonal 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 Pointsand Pay Credits and Vested Interest.

3.4.5 How is a Retirement Choice Participant’s benefit determined?

A Retirement Choice Participant’s benefit is the sum of his or her KMG Legacy AccruedBenefit or Retirement Choice Accrued Benefit and his or her Personal Wealth AccountAccrued Benefit as of any specified date.

EXAMPLE: Louise elected Retirement Choice in 2011. The following example showswhat happens to her Legacy Benefit, how she accrues a benefit in the Personal WealthAccount (PWA), and how she receives a distribution of her Legacy Benefit and PWA fromthe Plan when she retires.

PART A – LEGACY BENEFIT

The Legacy Benefit formula described in Section 3.3 produces a lifetime monthly annuitypayable at age 65. As a result of her Retirement Choice election, Louise will no longeraccrue service in the Legacy Benefit formula after December 31, 2011. Further, her FinalAverage Monthly Compensation will not include compensation earned in 2012 or later. Thefollowing components are used to determine her Legacy Benefit as of December 31, 2011:

Years of Credited Service: 20Legacy Benefit: $2,010.84 per month for life beginning at age 65. The Legacy Benefit willbe preserved until she retires and elects her benefit payment.

Early Retirement Subsidy

If Louise retires before she reaches age 65, her Legacy Benefit will be reduced according tothe Early Retirement factors described in Section 3.5.4.

Lump Sum Interest Rate

Because Louise reached her Early Retirement Date before December 31, 2012 (she was atleast age 52 with at least 10 years of Vesting Service), the interest rate used to convert herLegacy Benefit from a lifetime monthly annuity to a lump-sum payment option will be 3.18%or the interest rate in effect during the year she retires and elects her benefit payment,whichever produces the greater lump-sum amount.

If Retirement Choice participants have not reached their Early Retirement Date beforeDecember 31, 2012, the interest rate used to convert their Legacy Benefit from a lifetimemonthly annuity to a lump-sum payment option will be the interest rate in effect during theyear they reach their Early Retirement Date or the interest rate in effect during the year theyretire and elect benefit payment, whichever produces the greater lump-sum amount.


PART B - PWA

Beginning January 1, 2012, Louise started accruing a Personal Wealth Account benefit as aPWA Participant. Her beginning account balance was zero, but her Points, effective January1, 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 asdescribed in Section 3.3.2.

Age as of December 31, 2011: 55Years of Vesting Service: 20PWA Points beginning January 1, 2012: 75PWA Pay Credits based on Points: 11% of Eligible Pay

The following example shows how her PWA will grow over time. Every year, she will earntwo additional Points for Pay Credits (one on her service anniversary and one on herbirthday). When she attains 80 Points, her Company contribution will change from 11% to13% of eligible earnings.

PayPeriod

Earnings forthe Pay Period Points

Contributionsfor the Pay

Period

InterestCredited*

Account Balance atEnd of Pay Period

1 $3,338.47 75 $367.23 $0.00 $367.232 $3,338.47 75 $367.23 $0.46 $734.923 $3,338.47 75 $367.23 $0.90 $1,103.054 $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 willvary, will be applied to amounts each week until the date of distribution of the entire PWAbalance.

BENEFIT PAYMENT AT RETIREMENT

When Louise retires, she must elect one of the available payment forms for her AccruedBenefit, which is the sum of her Legacy Benefit (Part A) plus her PWA Benefit (Part B).Payment options are described in Section 3.5.

She elects the lump-sum distribution. Although the lump sum interest rate when she retires is4.5%, 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 59.


Step 1: Calculate Part A - Legacy BenefitEarly Retirement factor at age 59 95%2,010.84 x 95% = $1,910.30/month1) Lump Sum using 4.5% - $325,991.242) Lump Sum using 3.18% - $375,241.13Maximum of (1) and (2) is Louise’s Lump Sum for her Legacy Benefit- $375,241.13

Step 2: Calculate Part B – PWALouise’s PWA account balance after receiving Pay Credits and Interest Credits fromJanuary 1, 2012 through her retirement date is $42,775.41.

Step 3: Add Part A and Part B for her total Lump Sum$375,241.13 + $42,775.41 = $418,016.54

If she had elected an annuity, the monthly benefit would have been determined by using thesum of her Legacy Benefit plus her PWA converted from a lump-sum account balance to anactuarially equivalent monthly benefit.

As a Retirement Choice Participant, Louise also receives a Company contribution of 4% ofher eligible pay to the Anadarko Employee Savings Plan every pay period. More informationabout the 4% contribution can be found in the Summary Plan Description for the AnadarkoEmployee Savings Plan.

To view your current Retirement Choice benefit and model future benefits and alternatepayment options using your own assumptions for retirement age, salary growth, and interestrates, visit https://www.Anadarkoadvantage.ehr.com and click on the Explore YourRetirement link.

Note: The above example is provided for illustration only and should not be relied upon tocompute your actual benefits.

Section 3.5 FAQ: Payment Forms and Timing

3.5.1 How old must I be to retire?

For purposes of your Legacy Benefit, you must attain the age of 65 to retire with a NormalRetirement Benefit. Alternatively, you may retire with an Early Retirement Benefit if youhave attained at least age 52 with at least 10 years of Vesting Service. When you terminateservice, if (a) you are younger than age 65 with less than 10 years of Vesting Service or (b)you are younger than age 52, you may be eligible to receive a Vested Terminated Benefitunder Section 3.5.5.

For purposes of your Personal Wealth Account, your Normal Retirement Age is age 65, butyou can continue to earn benefits after age 65. Your Retirement Benefit is the amountcredited to your Personal Wealth Account as of your Termination Date.

The Accrued Benefit of a Personal Wealth Account Participant under the Plan is the sum ofhis or her Legacy Benefit, which is either a Retirement Choice Accrued Benefit or a KMGLegacy Accrued Benefit, and his or her Personal Wealth Account Accrued Benefit.


However, a Participant (or his or her Beneficiary) may only elect one Annuity Starting Dateand form(s) of distribution with respect to his or her entire Accrued Benefit. Both the LegacyBenefit and the Personal Wealth Account must be distributed (or commenced, if applicable)at the same time and in the same form(s) of distribution.

3.5.2 How is my Normal Retirement Benefit calculated?

The Retirement Benefit you are to receive on your Normal Retirement Date is ActuariallyEquivalent to your Accrued Benefit, as calculated using the formula in Section 3.3.1.

3.5.3 How is my Late Retirement Benefit calculated?

If you retire after you attain your Normal Retirement Age, you are entitled to a LateRetirement Benefit. If you continue to work past your Normal Retirement Age, your LateRetirement Benefit will depend in part on your monthly Hours of Service.

(a) 40 or More Hours of Service per Month (No Actuarial Adjustment). Generally, if youcontinue to work past your Normal Retirement Age, no distributions of yourRetirement Benefit will be made until you retire. Once you retire, you will generallybe entitled to a Late Retirement Benefit equal to your Accrued Benefit as explainedin Section 3.3.1.

(b) Less than 40 Hours of Service per Month (Actuarial Adjustment). If you have lessthan 40 Hours of Service in any given month after your Normal Retirement Age, youwill be entitled to a Late Retirement Benefit not less than:

(1) the monthly benefit payable to you on your Normal Retirement Date if youhad retired on that date under the provisions of the Plan in effect at that time;plus

(2) an additional monthly amount that is Actuarially Equivalent to the sum of thepayments (plus interest) that you would have received if you had retired andreceived a payment equal to your Accrued Benefit on the first day of eachmonth that you accrued less than 40 Hours of Service (based on the interestand mortality assumptions used as of your Normal Retirement Date).

Alternate Calculation. The additional income described in (2) above, which isincluded in determining your minimum monthly Late Retirement Benefit, will alsoapply if you are credited with at least one Hour of Service on less than eight daysduring an applicable calendar month (or, if applicable, a four or five week payrollperiod ending in an applicable calendar month).

3.5.4 How is my Early Retirement Benefit calculated?

If you retire before your Normal Retirement Date after having attained the age of 52 andcompleted 10 or more years of Vesting Service, you are eligible for an Early RetirementBenefit as described in this Section 3.5.4. If you do not meet these age and servicerequirements when you terminate service, you are not eligible for an Early RetirementBenefit, but you may be eligible for the Vested Terminated Benefit described in Section3.5.5.


EARLYRETIREMENT

BENEFIT

Accrued Benefit for your periods of employment service beforeMarch 1, 1999: [(A) x (Q)] + [(B) x (S)]

Accrued Benefit for your periods of employment service on andafter March 1, 1999: [(C) + (D) – (E)] x (Q)

If you retire early, your (1) Accrued Benefit for periods of service before March 1, 1999 is anamount equal to the product of (A) times (Q) plus the product of (B) times (S) as of the dateon which you retire, and (2) your Accrued Benefit for periods of service on or after March 1,1999 is an amount equal to the product of (C) plus (D) minus (E), multiplied by (Q) as of thedate on which you retire.

If you were formerly a participant in the Oryx Plan or the Kemira Plan, or if you were hiredby the Plan Sponsor on or after March 1, 1999, your Accrued Benefit for all your periods ofemployment service is equal to the product of (C) plus (D) minus (E), multiplied by (Q).

For purposes of this calculation, the following definitions apply:

(A), (B), (C), (D) and (E) are defined in Section 3.3.1.

(Q) = the “Nonintegrated Early Retirement Adjustment Factor”, as specified inSchedule Q1, below, based upon your attained age at your EarlyRetirement Date:

Schedule Q1

Attained Age on EarlyRetirement Date

Nonintegrated EarlyRetirement Adjustment

FactorAttained Age on Early

Retirement Date

Nonintegrated EarlyRetirement Adjustment

Factor

64 or older 100% 58 90%

63 100% 57 85%

62 100% 56 80%

61 100% 55 75%

60 100% 54 70%

59 95% 53 65%

52 60%

Straight line interpolation between the next higher age and the next lower age will be used to determine your earlyretirement adjustment factor to the nearest month if your attained age on your Early Retirement Date is not awhole number of years.

(S) = the “Integrated Early Retirement Adjustment Factor” specified inSchedule S1, below, based upon your attained age at your EarlyRetirement Date:


Schedule S1

Attained Age on EarlyRetirement Date

Integrated EarlyRetirement Adjustment

FactorAttained Age on Early

Retirement Date

Integrated EarlyRetirement Adjustment

Factor

62 or older 100% 56 67.5%

61 95% 55 60%

60 90% 54 55%

59 85% 53 50%

58 80% 52 45%

57 75%

Straight line interpolation between the next higher age and the next lower age will be used to determine your earlyretirement adjustment factor to the nearest month if your attained age on your Early Retirement Date is not awhole number of years.

FULL BENEFIT ATAGE 60

If you retire at age 60 or later, you will receive 100% of your normalretirement age benefits earned as of February 28, 1999, based oncredited service, under (A) and 90% of your retirement age benefitsearned under (B).

If you retire at age 60 or later, you will receive 100% of your normalretirement age benefits based on credited service, final averagemonthly compensation and primary Social Security benefit forservice on and after March 1, 1999.

EXAMPLE: You retire at age 52 and have 25 years of Credited Service which includes 11years after March 1, 1999. Your monthly FAMC is $4,500, monthly SSCC is $3,600, andyour PSSB is $2,086. Since credited service was earned both before March 1, 1999 (14 years)and after March 1, 1999 (11 years), your benefit must be calculated under (A), (B), (C), (D)and (E) as follows:

(A) x (Q) [1.10% x $4,500 x 14] x 60% .....................$415.80

Plus +

(B) x (S) [0.50% x ($4,500-$3,600) x 14] x 45% .........$28.35

Plus +

(C) x (Q) [1⅔% x $4,500 x 11] x 60% ........................$495.00

Plus +

(D) x (Q) [0.75% x $4,500 x 0] x 60% ............................$0.00

Minus -

(E) x (Q) [1.00% x $2,086 x 24 x (11/24)] x 60% ......$137.68

Equals =

Monthly Retirement Benefit at age 52........ $801.47


3.5.5 How is my Vested Terminated Benefit calculated if I terminate employment before myNormal Retirement Date, but I am not eligible for Early Retirement?

If you have a Vested Interest in your Accrued Benefit when you terminate service before yourNormal Retirement Date (other than through death), and you are not eligible for EarlyRetirement, you will be entitled to a Vested Terminated Benefit equal to (F) + (G) + (H). Forpurposes of this calculation, the following definitions apply:

(A), (B), (C), (D) and (E) are defined in Section 3.3.1.

(F) = Item (A) (above) as of the date of your termination of service multipliedby the “age adjustment factor” specified in the Schedule F1, below, foryour attained age at the date your distribution starts:

Schedule F1

Attained Age onTermination Date Age Adjustment Factor


62 or older 100% 56 67.5%

61 100% 55 60%

60 100% 54 55%

59 90% 53 50%

58 82.5% 52 45%

57 75% 51 or younger See Section 0

(G) = Item (B) (above) as of the date of your termination of service multipliedby the “age adjustment factor” specified in the Schedule G1, below, foryour attained age at the date your distribution starts:

Schedule G1



62 or older 100% 56 67.5%

61 95% 55 60%

60 90% 54 55%

59 85% 53 50%

58 80% 52 45%



(H) = [(C) + (D) – (E)] as of the date of your termination of service multipliedby the “age adjustment factor” specified in the Schedule H1, below, foryour attained age at the date your distribution starts:

Schedule H1



62 or older 100% 56 67.5%

61 100% 55 60%

60 100% 54 55%

59 90% 53 50%

58 82.5% 52 45%


If you are eligible to elect a single lump sum payment at the time your employment with theEmployer terminates and you instead elect to begin receiving your Accrued Benefit in theform of a QJSA prior to attaining age 52, the age reduction factors used to calculate yourVested Terminated Benefit will be based on the applicable actuarial tables and will differfrom the age adjustment factors specified in this Section 3.5.5.

IMPORTANTAll computations under this section are based on the interest andmortality assumptions required on your Termination Date.

3.5.6 What happens to my Accrued Benefit if I die?

If you are not vested in your Accrued Benefit, you are not eligible for a Death Benefit.However, if you die while you are still actively employed with the Employer, you willbecome 100% vested upon death. If you die during Qualified Service Leave, you will bedeemed to have been reemployed at the time of your death for purposes of determiningwhether 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 QualifiedService Leave). If you die after your Annuity Starting Date your Beneficiary may be entitledto a survivor benefit.

IMPORTANT

If you die after your Annuity Starting Date, your Beneficiary will beentitled only to the survivor benefit associated with the form ofdistribution you elected. If you elected a form of distribution with nosurvivor benefit, your Beneficiary will not be entitled to a benefit.

If you have a Vested Interest in your Accrued Benefit and you die before your AnnuityStarting Date, your Beneficiary will be entitled to a Death Benefit. With respect to yourPersonal Wealth Account Accrued Benefit, if any, your Beneficiary will receive a DeathBenefit equal to your Personal Wealth Account Accrued Benefit. However, with respect to


your Legacy Benefit, the amount of the Death Benefit that is payable to your Beneficiary willdepend on whether you die while actively employed or if you terminate employment beforeyou die. Your Death Benefit will be paid out in the form described in Section 3.5.12(c).

If you die while actively employed before your Annuity Starting Date. If you die before yourEarly Retirement Date, your Beneficiary will be entitled to receive a benefit that isActuarially Equivalent to 100% of the single-sum value of the Vested Terminated Benefitdescribed in Section 3.5.5 that you had accrued as of your date of death. If you die on or afteryour Early Retirement Date, your Beneficiary will be entitled to receive a benefit that isActuarially Equivalent to 100% of the single-sum value of the Retirement Benefit you wouldhave been entitled to receive under Section 3.5.4 (Early Retirement), Section 3.3.1 (NormalRetirement), or Section 3.5.3 (Late Retirement) as if you had retired on your date of death.

If you die after you terminate employment, but before your Annuity Starting Date. If youterminate service and then die before your Annuity Starting Date without having received adistribution of your Legacy Benefit, your Beneficiary will be entitled to receive a DeathBenefit that is Actuarially Equivalent to 50% of the single-sum value of your AccruedBenefit as of your Termination Date.

IMPORTANT

You have the right to select the Beneficiary or Beneficiaries toreceive a Death Benefit, subject to the consent of your EligibleSpouse if you are married. If the Beneficiary that you selectpredeceases you, if you fail to select a Beneficiary, or if you revokeyour election of Beneficiary, your default Beneficiary will be yourEligible Spouse. If you have no Eligible Spouse, your defaultBeneficiary will be at the discretion of the Administrative Committeewhich will distribute your Death Benefit to your estate.

3.5.7 What happens if I transfer to a Nonparticipating Employer?

If you transfer to a Nonparticipating Employer, you will become an Ineligible Employee andwill receive no Credited Service or Pay Credits for any period of employment with thatNonparticipating Employer unless the Nonparticipating Employer subsequently participatesin the Plan.

You will be credited with Vesting Service for your service with a Nonparticipating Employer.

Subject to Section 3.5.7(a) and the collective bargaining exception in Section 3.5.7(b), if youtransfer to a Nonparticipating Employer, the Legacy Benefit to which you are entitled as ofyour subsequent Termination Date is your Accrued Benefit determined under the applicablesection of this Part 3 for your type of termination (i.e., retirement, death or disability), usingonly the Credited Service you accrued with Participating Employers while qualified as anEligible Employee and using your Final Average Monthly Compensation and MonthlyCovered Compensation determined as of the last date that you were an Eligible Employee.

This Section 3.5.7 also applies to a Beneficiary in the event the Participant’s service isterminated by reason of his death.

(a) Your Legacy Benefit computed under this Section 3.5.7 is subject to the following:


(1) The same period of service will not be used to compute benefits under boththis Plan and another Qualified Pension Plan to which any Controlled GroupMember makes contributions on behalf of its Employees.

If the service you accrue with Participating Employers while qualified as anEligible Employee is used to determine your “accrued benefit” under anyother Qualified Pension Plan, and that other plan does not offset its “accruedbenefit” for the portion of your Accrued Benefit provided to you under thisPlan based on that service, then your Accrued Benefit will be reduced (butnot so as to produce a negative amount) by the Actuarially Equivalentamount of the Accrued Benefit that is based upon duplicated service payableunder the other Qualified Pension Plan.

(2) In determining your Final Average Monthly Compensation, all compensationyou received when employed with a Nonparticipating Employer is treated asthough it were received while an Eligible Employee from the ParticipatingEmployer.

(3) If you were not an Eligible Employee on your Termination Date, allcompensation that you received after the last date on which you qualified asan Eligible Employee is ignored or excluded in determining your FinalAverage Monthly Compensation. Additionally, the period during which youreceived such compensation is ignored or excluded in determining the 120calendar months and the 36 successive calendar months that are used indetermining your Final Average Monthly Compensation.

(4) Special Provision for Persons who Transferred Before 1993. If you wereemployed by a Controlled Group Member on or after January 1, 1993 andyou had been transferred to or from your status as an Eligible Employee priorto January 1, 1993 and you were not an Eligible Employee after January 1,1993, your Accrued Benefit was frozen as of December 31, 1992. Theamount of your frozen Accrued Benefit was determined in accordance withthe provisions of the Superseded Plan as in effect on the date of your transferas though you were terminated on December 31, 1999.

(b) Collective Bargaining Exception. This exception applies to you if you are an EligibleEmployee on your Termination Date and you transferred from a position with anEmployer where the terms and conditions of your employment were determined by acollective bargaining agreement under which the Employer was required to makecontributions on behalf of covered persons to a Qualified Pension Plan other than thisPlan.

The Accrued Benefit that is payable on your behalf under the Plan will be increasedby an amount equal to the Actuarial Equivalent of the excess, if any, of [(J) x (K)] –(J), where:

(J) = your Bargaining Unit Accrued Final Pay Benefit;

(K) = the fraction, not less than one, in which the numerator is your FinalAverage Monthly Compensation determined as of the date of your


retirement or termination of service and the denominator is your FinalAverage Monthly Compensation determined as of your Last TransferDate.

Any such increase will not be considered to be a duplication of credit for the sameperiod of service.

If you transfer to a Nonparticipating Employer, your Personal Wealth Account will cease to becredited with Pay Credits, but will continue to be credited with Interest Credits. As of yoursubsequent Termination Date, you will be entitled to receive your Personal Wealth AccountAccrued Benefit.

3.5.8 What is the standard form of distribution for my Early Retirement Benefit, NormalRetirement Benefit, or Late Retirement Benefit?

If you are married to an Eligible Spouse on your Annuity Starting Date, the standard form ofdistribution is a QJSA. If you are not married to an Eligible Spouse on your Annuity StartingDate, the standard form of distribution is a single life annuity.

3.5.9 What is the standard form of distribution for my Vested Terminated Benefit?

If you are married to an Eligible Spouse on your Annuity Starting Date, the standard form ofdistribution for a Vested Terminated Benefit is a 50% Joint and Last Survivor Annuity (asdescribed in Section 3.5.10) with your Eligible Spouse as the Beneficiary. If you are notmarried to an Eligible Spouse on your Annuity Starting Date, the standard form ofdistribution is a single life annuity.

3.5.10 What is the difference between the QJSA (50% Joint and Contingent Survivor Annuity)in Section 3.5.8 and a 50% Joint and Last Survivor Annuity in Section 3.5.9?

Under the QJSA, if you survive your Eligible Spouse, you continue to receive 100% of themonthly annuity payments until your death. Under the 50% Joint and Last Survivor Annuity,if you survive your Eligible Spouse, you receive only 50% of the monthly annuity paymentsuntil your death. In both cases, if you die first, your Eligible Spouse will receive 50% of themonthly annuity payments until death.

3.5.11 What is the standard form of distribution for my Personal Wealth Account AccruedBenefit?

If you are married to an Eligible Spouse on your Annuity Starting Date, the standard form ofbenefit distribution is a 50% Joint and Contingent Survivor Annuity (as described in Section3.5.10) with your Eligible Spouse as the Beneficiary. If you are not married to an EligibleSpouse on your Annuity Starting Date, the standard form of benefit payment is a single lifeannuity. This is how your Personal Wealth Account Accrued Benefit will be paid unless youvalidly elect an optional form of distribution and meet the requirements to receive thatoptional form.


3.5.12 When is the annuity distribution of my Accrued Benefit paid?

A Participant (or his or her Beneficiary) may elect one Annuity Starting Date and the sameform(s) of distribution with respect to his or her entire Accrued Benefit, so both the LegacyBenefit and the Personal Wealth Account must be distributed at the same time and in thesame form(s).

(a) Early Retirement Benefit, Normal Retirement Benefit, or Late Retirement Benefit. Foran Early Retirement Benefit, Normal Retirement Benefit, or Late Retirement Benefit,the first payment will be made on your Early Retirement Date, Normal RetirementDate, or Late Retirement Date, as applicable, unless a later date is elected. If you arereceiving a single life annuity, the last payment will be the payment on the first dayof the month in which you die. If you are receiving a Joint and Last Survivor Annuityor Joint and Contingent Survivor Annuity (including a QJSA), the last payment willbe the payment on the first day of the month in which the survivor (of you and yourjoint annuitant) dies.

(b) Vested Terminated Benefit. A Vested Terminated Benefit will be payable on the firstday of each month. The first payment will be made on the earlier of:

(1) your Normal Retirement Date; or

(2) if you elect, the first day of any specified month on or after the date on whichyou attain 52 years of age. (Your election must be made at least 30 days butnot more than 90 days prior to the effective date of the election); or

(3) if the last paragraph of Section 3.5.5 is applicable, and you so elect, on thefirst day of any specified month after your Termination Date.

(c) Death Benefit. If you are eligible for a Death Benefit described in Section 3.5.6, theDeath Benefit will be payable to your Beneficiary beginning on the first day of themonth coincident with or next following your date of death. If your Beneficiary isyour Eligible Spouse, the Death Benefit may be deferred until your NormalRetirement Date.

If your Beneficiary is an individual, the Death Benefit will be payable for the life ofthe Beneficiary. In the event of your Beneficiary’s death within a period of five yearsafter the Annuity Starting Date, the same monthly amount that was payable to yourBeneficiary will be payable for the remainder of such five-year period to yourContingent Beneficiary in the manner described in the Plan. In lieu of an annuity,your Beneficiary may elect to receive the Death Benefit as a lump sum payment.

If your Beneficiary is not an individual, the Death Benefit will be payable for aperiod certain of five years.

3.5.13 What are the optional forms of distribution for my Accrued Benefit if I retire orterminate employment?

All Participants who terminate or retire with a Vested Interest are eligible to elect one of theoptional forms of distribution in Section 3.5.13(a). If you are married to an Eligible Spouse


and you retire, you may also choose from the optional forms of distribution in Section3.5.13(b). If you terminate before you are eligible to retire and you decide that you wouldlike to begin receiving distributions before you attain age 52, you may only choose from theoptional forms of distribution in Section 3.5.13(c). If you terminate or retire with a smallAccrued Benefit (less than $1,000), you will automatically be cashed out as explained inSection 3.5.13(d).

If you do not elect one of these optional forms of distribution (or if you are married to anEligible Spouse and do not receive valid spousal consent), you will receive your distributionin the standard form described in Section 3.5.8 or Section 3.5.9, as applicable.

If you are a Personal Wealth Account Participant (or his or her Beneficiary), your entireAccrued Benefit — both your Legacy Benefit and the Personal Wealth Account AccruedBenefit — must be distributed in the same form(s) of distribution, whether the standard formor an elected optional form(s).

(a) Optional Forms of Distribution Available to All Participants (Benefit Distribution onor after age 52). If you are married to an Eligible Spouse, these forms of distributionare available only if you elect a non-spousal Beneficiary with spousal consent.

(1) Life Only Option. A single life annuity payable to you for your lifetime.

(2) Joint and Last Survivor Annuity. Under this option, your retirement incomeis paid in an annuity while both you and your Beneficiary are alive. When thefirst of either you or your Beneficiary dies, a survivor’s annuity equal to aspecified percentage of that monthly amount is payable to the survivor forthe lifetime of the survivor. The available percentages of Joint and LastSurvivor Annuity are 50% and 100%.

(3) Joint and Contingent Survivor Annuity. Under this option, your retirementincome is paid as an annuity for your life, with a survivor’s annuity payableto your Beneficiary equal to a specified percentage of the amount you receiveduring your lifetime. The available forms of Joint and Contingent SurvivorAnnuity are 50% and 75%.

(4) Life with Period Certain Option. Under this option, your retirement incomeis paid as an annuity for your life. However, if you die before the PeriodCertain has expired, your retirement income will be continued to yourBeneficiary for the remainder of the Period Certain.

(5) Lump Sum Distribution. If you retire on or after your Normal RetirementDate, you may elect to receive your Accrued Benefit as a lump sumdistribution upon your date of retirement. However, if you retire or terminateservice before your Normal Retirement Date, you may elect to receive alump sum distribution at any time after termination through your NormalRetirement Date.

The benefit you receive under the optional forms described in (2) through (4) aboveare determined as the Actuarial Equivalent of the standard form of payment to an


unmarried participant. The lump sum benefit you receive under the optional formdescribed in (5) is determined in accordance with Section 3.5.17.

(b) Options Available to Married Participants who Retire. You must be married to anEligible Spouse at the time you retire (on your Early Retirement Date, NormalRetirement Date, or Late Retirement Date) to receive a distribution in one of theseforms of benefit.

(1) Joint and Contingent Survivor Annuity. Under this option, your retirementincome is paid as an annuity for your life, with a survivor’s annuity payableto your Beneficiary equal to a specified percentage of the amount you receiveduring your lifetime. The available forms of Joint and Contingent SurvivorAnnuity are 50%, 75%, and 100%. The Joint and 75% Contingent SurvivorAnnuity is the qualified optional survivor annuity. No spousal consent isrequired to elect one of these optional forms of benefit with your EligibleSpouse as the sole primary Beneficiary.

(2) Joint and Contingent with Period Certain. Under this option, your retirementincome is paid in an annuity for your life, with a survivor’s annuity payableto your Eligible Spouse equal to 50%, 75%, or 100% (as you elect) of theamount you received during your lifetime. However, if you and your spouseboth die before the Period Certain has expired, the amount that would havebeen payable to your Eligible Spouse will be continued to your ContingentBeneficiary for the remainder of the Period Certain.

Because benefits are guaranteed to be paid out for the length of the term evenif you and your Eligible Spouse both die before the term expires, the monthlybenefit payable to you during your lifetime under this option will be smallerthan under a Joint and Last Survivor Annuity without the Period Certain.

(3) Joint and 50% Contingent with Period Certain Option. Under this option,your retirement income is a modified monthly amount (as you elect) payableto you during your lifetime with a provision that in the event your deathoccurs within a specified Period Certain following the date payments start,the same monthly income will be continued to your Eligible Spouse (if yourspouse survives you) or Beneficiary for the remainder of the Period Certain.After the end of the Period Certain, if your Eligible Spouse survives you, areduced monthly income equal to 50% of the initial modified monthlyamount will be continued to your surviving Eligible Spouse for life. Youmay elect a 5, 10, 15, or 20 year Period Certain, so long as it does not exceedthe maximum period permitted under the Code as of the date the paymentsstart.

(4) Joint and Contingent Survivor with Period Certain Option. Under thisoption, your retirement income is paid in an annuity for your life, with asurvivor’s annuity payable to your Beneficiary equal to 50% or 75% (as youelect) of the amount you received during your lifetime. However, if you andyour Beneficiary both die before the Period Certain has expired, the amountthat would have been payable to your Beneficiary will be continued to yourContingent Beneficiary for the remainder of the Period Certain.


(5) Non-Spouse Beneficiary. If you properly elect a joint pensioner other thanyour Eligible Spouse (or elect no joint pensioner), you may elect to receivebenefits in the forms set out in Section 3.5.13(a).

IMPORTANT

If you are married to an Eligible Spouse, the consent of yourEligible Spouse is required for you to elect an optional benefit formother than a Joint and Contingent Survivor Annuity with yourEligible Spouse as the Beneficiary.

The Accrued Benefit under the optional forms described in (1) through (4) above aredetermined as the Actuarial Equivalent of the standard form of payment to a marriedParticipant.

(c) Options Available to Vested Terminated Participants with Benefit Distribution BeforeAge 52

(1) Lump Sum Distribution. You may elect to receive your benefit as a lump sumdistribution at any time after your employment terminates. Participantswhose employment terminated prior to January 1, 2007 may elect to receivea lump sum distribution only upon date of retirement or termination and maynot elect a delayed lump sum distribution.

(2) Qualified Joint and Contingent Survivor You may elect to receive yourbenefit as a 50% or 75% Joint and Contingent Survivor Annuity with yourEligible Spouse or other validly elected Beneficiary as the joint annuitant.

(d) Automatic Lump sum Payment of Small Accrued Benefit. Notwithstanding any otherprovision of the Plan, if the present value of your vested benefit is equal to or lessthan $1,000, it will be paid to pursuant to the small benefit provisions in Section3.5.20.

3.5.14 What is the Period Certain for those optional distribution forms that contain a PeriodCertain?

If you elect an optional form of benefit with a Period Certain, you may elect a Period Certainof 5, 10, 15, or 20 years, so long as it does not exceed the maximum period permitted underthe Code.

3.5.15 May I combine the different optional forms of distribution for my Accrued Benefit?

Yes. You may choose to combine the different optional forms of distribution described inSections 3.5.13(a), 3.5.13(b), and 3.5.13(c). However, you may only combine optionaldistribution forms that you are otherwise eligible to elect (i.e., depending on whether you aremarried or unmarried to an Eligible Spouse and whether you are eligible to retire).

If you are a Personal Wealth Participant, the combined optional forms of distribution willapply to both your Legacy Benefit and Personal Wealth Account.


3.5.16 I elected a Joint and Last Survivor Annuity or a Joint and Contingent Survivor Annuityand my Eligible Spouse or other Beneficiary died. What happens to my AccruedBenefit?

If your joint annuitant died before your Annuity Starting Date, your choice of benefit will becancelled automatically and replaced with the standard form of distribution, unless you electa new optional form of benefit. The death of your joint annuitant after your Annuity StartingDate will not affect your annuitant election or permit you to revoke such election or to make anew election.

3.5.17 How is the lump sum distribution form of benefit determined?

For a Participant other than a Retirement Choice Participant (or his Beneficiary) described in(b) below, the lump sum will be calculated as follows:

(a) If the benefit commencement date is not January 1, the benefit will be the greater of(1) or (2) below. If the benefit commencement is January 1, the benefit will be thegreatest of (1), (2) or (3) below.

(1) The amount calculated using (A) the 30-year Treasury Rate for theSeptember preceding the first day of the calendar year in which the lump sumis paid, and (B) the mortality table specified in IRS Revenue Ruling 2001-62.

(2) The amount calculated using (A) the Applicable Interest Rate for theSeptember preceding the first day of the calendar year in which the lump sumis paid, and (B) the Applicable Mortality Table.

(3) The amount calculated using (A) the 30-year Treasury Rate for theSeptember preceding the first day of the calendar year that immediatelyprecedes the calendar year in which the lump sum is paid, and (B) themortality table specified in IRS Revenue Ruling 2001-62.

(b) For a Retirement Choice Participant who attained his Normal Retirement Age orqualified for Early Retirement on or before December 31, 2011, or continues as anEmployee from January 1, 2012 until he attains Normal Retirement Age or qualifiesfor an Early Retirement Benefit (or if he dies after attaining Normal Retirement Ageor qualifying for an Early Retirement Benefit, his Beneficiary), the lump sum will becalculated as follows:

If the benefit commencement date is not January 1, the benefit will be the greater of(1) or (2) below. If the benefit commencement is January 1, the benefit will be thegreatest of (1), (2) or (3) below.

(1) The amount calculated using (A) the 30-year Treasury Rate for theSeptember preceding the first day of the calendar year in which the lump sumis paid, but in no event shall such rate be greater than (i) 3.18% for aRetirement Choice Participant who attains Normal Retirement Age orqualifies for an Early Retirement Benefit on or before December 31, 2012, or(ii) the rate in effect on the earlier of the date of attaining Normal RetirementAge or qualifying for an Early Retirement Benefit for a Retirement Choice


Participant other than as described in (i) and (B) the mortality table specifiedin IRS Revenue Ruling 2001-62.

(2) The amount calculated using (A) the Applicable Interest Rate for theSeptember preceding the first day of the calendar year in which the lump sumis paid, and (B) the Applicable Mortality Table.

(3) The amount calculated using (A) the 30-year Treasury Rate for theSeptember preceding the first day of the calendar year that immediatelyprecedes the calendar year in which the lump sum is paid, but in no eventshall such rate be greater than (i) 3.18% for a Retirement Choice Participantwho attains Normal Retirement Age or qualifies for an Early RetirementBenefit on or before December 31, 2012, or (ii) the rate in effect on theearlier of the date of attaining Normal Retirement Age or qualifying for anEarly Retirement Benefit for a Retirement Choice Participant other than asdescribed in (i) and (B) the mortality table specified in IRS Revenue Ruling2001-62.

Retirement. If you retire, the portion of your lump sum distribution with respect to yourLegacy Benefit will reflect the value of early retirement and survivor subsidies otherwiseincluded in the determination of benefits, including the subsidized Joint and 50% ContingentAnnuity provided you have an Eligible Spouse at your Annuity Starting Date. The portion ofyour lump sum distribution with respect to your Personal Wealth Account Accrued Benefit, ifany, is equal to the balance of your account and does not include the value of subsidies.

Termination with a Vested Benefit. If you terminate before you are eligible to retire and youelect a lump sum distribution, your lump sum distribution will be determined as the presentvalue of your Accrued Benefit reflecting your Legacy Benefit and Personal Wealth AccountAccrued Benefit, if any, that you had accrued as of the date on which your service with allEmployers terminates. It will not include the value of subsidies.

3.5.18 Can I or my Beneficiary roll over a distribution into an IRA or other retirement plan?

Yes. You or your Beneficiary may elect to have all or any portion of an Eligible RolloverDistribution rolled over directly to an Eligible Retirement Plan, including the AnadarkoEmployee Savings Plan, but subject to certain restrictions as outlined in the Plan.

3.5.19 What are the forms of distribution for a benefit through a QDRO?

An Alternate Payee is entitled to choose from the same forms of distribution as an unmarriedParticipant. Additionally, if an Alternate Payee is entitled to a benefit under the Plan pursuantto the terms of a QDRO, the Alternate Payee may elect to receive a lump sum distribution ofthat benefit at any time by filing a written request with the Anadarko Benefits Center.However, an Alternate Payee is not entitled to the special lump sum interest rates forRetirement Choice Participants described in Section 3.5.17. Upon request, Participants andBeneficiaries may obtain without charge from the Plan Administrator a copy of the Plan’sQDRO procedures.


3.5.20 I terminated service, but the Present Value of my Accrued Benefit is only $1,000. Whyam I not offered any annuity options?

Regardless of your election or the spousal consent requirements, if the Present Value of yourAccrued Benefit is $1,000 or less as of your Termination Date, the Present Value will be paidin a lump sum payment as soon as administratively practical following your TerminationDate. The lump sum payment will be paid directly to you.

The Administrative Committee may, but is not required to, recalculate your Accrued Benefitas of any subsequent date to determine whether a lump sum amount is payable under thisSection.

3.5.21 What happens to my Accrued Benefit if the Administrative Committee cannot locateme?

(1) If (a) you elect to receive an optional form of benefit or, absent an election,are to receive the default form of benefit and (b) the AdministrativeCommittee is unable to locate you to distribute your benefit or has otherreason to believe you are not receiving your benefit, it will send by registeredmail to your last known address a statement that all unmailed and futureretirement income payments will be withheld until it is provided with (1)evidence that you are alive and your proper mailing address or (2) evidencethat you have died.

If, within three years of the date the notice is mailed, the Administrative Committee (a) is notfurnished with evidence of your continued life and proper mailing address or with evidenceof your death, and (b) is unable to locate any person to whom payment is due, then yourretirement income and other benefit payments due will be forfeited at the end of the three-year period; provided, however, if a claim for the forfeited benefit is subsequently made byyou (or if applicable your Beneficiary), the forfeited benefits will be reinstated.

If the Plan Administrator is required by law to make a Required Minimum Distribution, butcannot locate you to make the distribution, it will distribute the required amount into a FDIC-insured account in your name from which you will be able to access the funds.

It is very important that you keep your address current because the Plan Sponsor, PlanAdministrator, Administrative Committee, and Trustee are NOT required to look for you.

Section 3.6 Making Your Elections

3.6.1 When should I request my retirement benefits?

The timing of your election will affect when your benefit is permitted to begin. If you areplanning on retiring and you wait too long to submit your election, distribution of yourbenefit may be delayed.

(a) 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:


(1) the first day of the month coincident with or next following your TerminationDate; or

(2) the first day of the month you select.

(b) If your request is received by the Anadarko Benefits Center within thirty (30) daysbefore or after your Termination Date, then the benefit will begin as of the later of:

(1) the first day of the month coincident with or next following the date thirty(30) days after the date your request is received; or


(c) If your request is received by the Anadarko Benefits Center more than thirty (30)days following your Termination Date, your benefit will start as of the later of:

(1) the first day of the month coincident with or next following the sixtieth(60th) day from the date notice was received; or


3.6.2 How do I elect an optional form of distribution?

Before your expected Annuity Starting Date, the Anadarko Benefits Center will provide youwith written notice that includes a general description of the material features of the standardform of benefit and an explanation of the relative values of the optional forms of benefitavailable under the Plan and of your right, if any, to defer receipt of your distribution and theconsequences of electing to defer receipt.

After you or your surviving Beneficiary, as applicable, have received such notice, you or yoursurviving Beneficiary may elect a form of distribution and, if permitted with respect to thebenefit 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 oryour Beneficiary, as applicable, with the notice and ends on the 181st day after such notice isprovided.

If you are married to an Eligible Spouse and choose an optional form of benefit, you mustobtain the written consent of your Eligible Spouse in accordance with Section 3.6.6.

You may revoke any election, in writing, during the election period and without spousalconsent. After any such revocation, the standard form of distribution will be the default formof payment unless you make another election (subject to the spousal consent requirements ifyou are married) within the election period.

3.6.3 What happens if I do not elect a form of distribution?

Your benefit will be paid in the standard form. If you are married to an Eligible Spouse onyour Annuity Starting Date, the standard form of distribution is a QJSA. If you are notmarried to an Eligible Spouse on your Annuity Starting Date, the standard form ofdistribution is a single life annuity.


3.6.4 How do I elect a Beneficiary?

IMPORTANTIf you are married, your Eligible Spouse MUST consent to anychange in Beneficiary or any change in form of payment for thechange to be valid.

You make your choice of Beneficiary on the form prescribed by the Plan. You may completethe 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 thanyour Eligible Spouse, you must obtain the written consent of your spouse in accordance withSection 3.6.6. You may revoke any election of Beneficiary without spousal consent.

3.6.5 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 isincompetent under applicable law. You may call the Anadarko Benefits Center for moreinformation.

3.6.6 What is required for my Eligible Spouse to consent to another Beneficiary?

Your Eligible Spouse must acknowledge (a) the specific form of payment that has beenelected, (b) the person who has been designated as Beneficiary, and (c) the effect of suchconsent. Your Eligible Spouse’s consent and acknowledgment must be in writing andwitnessed by a Plan representative or a notary public in order to be effective. A spousalconsent form may be downloaded from the Anadarko Benefits Center website at:

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

Once spousal consent has been given, it may not be revoked by your Eligible Spouse withoutyour consent. The spousal consent form must be returned to the Anadarko Benefits Center.Your choice may be changed at any time by filling out a replacement form and returning it tothe Anadarko Benefits Center.

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

No, it is not. The spousal consent requirement is waived only if you establish to thesatisfaction of the Administrative Committee that such consent may not be obtained becauseyou (a) have no Eligible Spouse, (b) your Eligible Spouse cannot be located, or (c) thereexists another circumstance for waiving the spousal consent requirements as prescribed underthe Plan and the Code. Otherwise, spousal consent will still be required.

Spousal consent may be waived if your Eligible Spouse has already previously validlyconsented, in writing, to your choice of a Beneficiary and that consent also (1) permitschanges without further spousal consent and (2) acknowledges the effect of such consent bythe Eligible Spouse.


3.6.8 My husband (or wife) is my Beneficiary and we just divorced. Will my ex-spouse remainas my Beneficiary?

No, your ex-spouse will cease to be your Beneficiary as of the date of your divorce. If youwould like your ex-spouse to continue to be your Beneficiary, you must re-designate your ex-spouse as Beneficiary after you have divorced. Because your ex-spouse is no longer yourEligible Spouse, spousal consent will no longer be required when electing a new Beneficiaryunless and until you remarry and your new spouse becomes your Eligible Spouse.

3.6.9 What is a Contingent Beneficiary?

A Contingent Beneficiary is a beneficiary that receives your death benefits in the event yourprimary Beneficiary is deceased and a benefit is payable.

Before your Annuity Starting Date. If your Eligible Spouse (and any Beneficiary that youdesignate) predeceases you and you die before your Annuity Starting Date, your ContingentBeneficiary will receive any death benefit for which you are eligible. (If you do not select aContingent Beneficiary, the death benefit would go to your estate.)

After your Annuity Starting Date. If you elected to receive a benefit form that includes aPeriod Certain, and both you and your Eligible Spouse (and any other primary Beneficiarythat you designate) die before the completion of the Period Certain, your ContingentBeneficiary will receive the remainder of the payments. (If you do not select a ContingentBeneficiary, the remaining payments would go to a beneficiary chosen by the later to die ofyou and your Beneficiary, or if no such beneficiary is chosen, to the estate of the later to dieof you and your Beneficiary.)

You elect a Contingent Beneficiary in the same way that you elect a Beneficiary. No spousalconsent is required to elect or change a Contingent Beneficiary to receive a benefit contingentupon the death of your Eligible Spouse. However, if you have an Eligible Spouse and theContingent Beneficiary is eligible to receive a benefit contingent upon the death of a non-spousal Beneficiary (who dies while your Eligible Spouse is alive), you must also haveobtained spousal consent for your Contingent Beneficiary. Otherwise any death benefit willbe payable to your Eligible Spouse upon the death of your primary designated Beneficiary.

EXAMPLE: You elect a Joint and Contingent Survivor Annuity with a Period Certain of ten(10) years and begin receiving payments in 2010. You die in 2015 (after five years) and yourBeneficiary dies in 2018 (after eight years). Your Contingent Beneficiary would receive thefinal two (2) years of payments upon the death of your Beneficiary.


PART 4 CLAIMS PROCEDURES

Section 4.1 Filing a Claim

All inquiries and claims you have regarding the Plan and your Accrued Benefit must bedirected to the Anadarko Benefits Center in writing at such address as may be specified fromtime to time.

If you have any grievance, complaint, or claim concerning any aspect of the operation orother administration of the Plan or Trust (referred to herein as “claim” or “claims”), youmust submit the claim to the Anadarko Benefits Center. The Administrative Committee or itsdelegate will have the initial responsibility for deciding the claim. You must include thefollowing information with your claim:

(a) a statement that it is a “Claim under the Kerr-McGee Corporation Retirement Plan”;

(b) your full name, Social Security number, mailing address and daytime telephonenumber;

(c) if applicable, a copy of your written, signed, and dated designation of therepresentative authorized to act on your behalf with respect to the claim (suchdesignation must include the representative’s full name, mailing address and daytimetelephone number); and

(d) a complete description of the claim, including any issue or information that you wantconsidered.

To the extent that documentary or other evidence is relevant to the claim, you must submitsuch evidence or, if the evidence is in the possession of an Employer, you must refer to suchevidence in a manner sufficient to allow the Administrative Committee or its delegate toidentify 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 timethereafter.

Any claim must be submitted within two years beginning on: (a) for a claim with respect toyour Accrued Benefit or other benefit amount or other information, including, but not limitedto, information regarding the Participant, the date on which such information was first madeavailable to you or other claimant; (b) for a claim with respect to any single Plan payment, orseries of Plan payments, the date on which the single payment, or the first in the series ofpayments, was made; or (c) for all other claims, the date on which the action complained offirst occurred.


Section 4.2 Denial of Claim

In the case of a claim respecting benefits paid or payable with respect to a Participant, awritten determination allowing or denying the claim will be furnished to you within 90 daysof 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-dayperiod, of the reasons for an extension of time; provided, however, that no extensions will bepermitted beyond 90 days after expiration of the initial 90-day period.

Section 4.3 Reasons for Denial of Claim

The Administrative Committee will adopt and date a denial or partial denial of a claim thatwill clearly set forth:

(a) the specific reason or reasons for the denial;

(b) specific references to pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for you to perfectyour 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 setforth below, including your right to bring a civil action under ERISA Section 502(a)following an adverse benefit determination on review.

Section 4.4 Deemed Denial of Claim

If no written determination is furnished to you within 60 days of receipt of your claim by theAnadarko Benefits Center, the claim will be deemed denied and the review proceduredescribed below will become available to you.

Section 4.5 Review of Denial

You may obtain review of the denial or partial denial of your claim by filing a written noticeof appeal with the Administrative 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 areentitled to receive, upon request and free of charge, reasonable access to, and copies of, alldocuments, records, and other information relevant to your claim for benefits and may submitissues and comments in writing. The review will take into account all comments, documents,records, and other information you submit relating to the claim, without regard to whether theinformation was submitted or considered in the initial benefit determination.

Section 4.6 Reasons for Denial Upon Review

If you request a review of the denied claims, the Administrative Committee will provide youwith 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 isbased;

(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 informationrelevant to your claim for benefits; and

(d) a statement describing any voluntary appeal procedures offered by the Plan and yourright to obtain the information about such procedures and a statement of your right tobring an action under ERISA Section 502(a).

A decision will be rendered no more than 60 days after your receipt of the request for review,except that such period may be extended for an additional 60 days if the AdministrativeCommittee determines that special circumstances (such as for a hearing) require suchextension. If an extension of time is required, written notice of the extension will befurnished 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. Itwill include specific references to the provisions of the Plan on which the denial was basedand otherwise include the information set forth in this Section. The decision will be final andconclusive, and you (and any other person or entity) will not be permitted to bring suit on aclaim without first exhausting the remedies available hereunder.

Section 4.7 Limits on Right to Judicial Review

You must follow the claims procedures described by this Part 4 before you may take action inany other forum regarding a claim for benefits under the Plan. Any suit or other legal actionthat you initiate under the Plan, at law or in equity, must be brought no later than one yearfollowing a final decision on the claim for benefits by the Administrative Committee(including the decision on any appeal of the claim). This one-year limitation on suits forbenefits will apply in any jurisdiction or forum in which you may initiate a suit or other legalaction.

Section 4.8 Other Claims

Any other claims that arise under or in connection with the Plan, even though not claims forbenefits, must be filed with the Administrative Committee and will be considered inaccordance with these claims and appeals procedures.

Section 4.9 Clerical Errors or Omissions

Clerical errors or omissions in information provided to you will not cause you to be deprivedof your right to receive a benefit or affect the amount of your benefit if you would otherwisebe entitled to such benefit under the provisions of this Plan. Conversely, such clerical errorsor omissions will not cause you to receive a benefit (or any greater benefit) to which you arenot entitled under the Plan.


PART 5 ABOUT THE PLAN AND YOUR RIGHTS

Section 5.1 Required Minimum Distributions

Your entire interest will be distributed, or begin to be distributed, to you no later than yourRequired Beginning Date. The amount that must be distributed on or before your RequiredBeginning Date (or, if you die before distributions begin, the date distributions are required tobegin) is the payment required for one payment interval.

Section 5.2 “Top Heavy” Rules

The Code has certain rules intended to ensure that tax qualified retirement plans like the Plando not discriminate in favor of certain employees. A plan that disproportionately favors KeyEmployees is considered by the IRS to be a “top heavy plan”. In the unlikely event that thisPlan becomes a top heavy plan, special minimum benefit rules will automatically apply. If thePlan becomes a top-heavy plan, you will be notified by the Plan Administrator.

Section 5.3 Plan Amendment or Termination

Although the Plan Sponsor expects to continue the Plan indefinitely, it reserves the expressright to amend or terminate the Plan in whole or in part at any time in its complete discretion.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 thebenefits set forth in the Plan, nor will any Participant or Beneficiary be entitled to any furtherbenefits or contributions by any Participating Employer after the Plan has been terminated.Employees and former Employees cannot rely on Employer contributions to the Plan as aform of compensation for past or future service.

If the Plan is terminated, your Accrued Benefit to the date of such termination, to the extentthen funded, will become fully vested if not already vested. In general, the assets of the Planwill be liquidated and each Participant will receive payment in the form of an annuitycontract (or a single lump sum cash payment for an Accrued Benefit not exceeding $5,000).The Plan termination process will be subject to the terms and conditions of the Plan and anyrequired approval of the Pension Benefit Guaranty Corporation and the Internal RevenueService.

Section 5.4 Plan Insurance

Your pension benefits under this Plan are insured by the Pension Benefit GuarantyCorporation (PBGC), a federal insurance agency. If the Plan terminates (ends) withoutenough money to pay all benefits, the PBGC will step in to pay pension benefits. Mostpeople receive all of the pension benefits they would have received under their plan, but somepeople may lose certain benefits.

The PBGC guarantee generally covers: (1) normal and early retirement benefits; (2) disabilitybenefits if you become disabled before the termination of the Plan; and (3) certain benefits foryour survivors.


The PBGC guarantee generally does not cover: (1) benefits greater than the maximumguaranteed amount set by law for the year in which the plan terminates; (2) some or all ofbenefit increases and new benefits based on plan provisions that have been in place for fewerthan five years at the time the plan terminates; (3) benefits that are not vested because youhave not worked long enough for the Employer; (4) benefits for which you have not met allof 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) thatresult in an early retirement monthly benefit greater than your monthly benefit at the Plan’sNormal Retirement Age; and (6) non-pension benefits, such as health insurance, lifeinsurance, certain death benefits, vacation pay, and severance pay.

Even if certain of your benefits are not guaranteed, you still may receive some of thosebenefits from the PBGC depending on how much money the Plan has and on how much thePBGC collects from the Employer.

For more information about the PBGC and the benefits it guarantees, you should contact thePlan Administrator or the PBGC’s Technical Assistance Division, 1200 K Street N.W., Suite930, 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 beconnected to 202-326-4000. Additional information about the PBGC’s pension insuranceprogram is available through the PBGC’s website on the Internet at http://www.pbgc.gov.

Section 5.5 Your Rights Under ERISA

If you are a Participant in the Plan, you are entitled to certain rights and protections under theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”).

5.5.1 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 specifiedlocations, such as worksites and union halls, all documents governing the Plan,including insurance contracts and collective bargaining agreements, and a copy of thelatest annual report (Form 5500 Series) filed by the Plan with the U.S. Department ofLabor and available at the Public Disclosure Room of the Employee Benefit SecurityAdministration.

(b) Obtain, upon written request to the Plan Administrator, copies of documentsgoverning the operation of the Plan, including insurance contracts, collectivebargaining agreements and copies of the latest annual report (Form 5500 Series) andupdated Summary Plan Description. The Plan Administrator may make a reasonablecharge for the copies.

(c) Receive the Plan’s annual funding notice. The Plan Administrator is required by lawto furnish each Participant with a copy of this annual funding notice.

(d) Obtain a statement telling you whether you have a right to receive a pension atNormal Retirement Age and, if so, what your Accrued Benefit would be at Normal


Retirement Age if you stop working under the Plan now. If you do not have a rightto a pension, the statement will tell you how many more years you have to work toget a right to a pension. This statement must be requested in writing, and is notrequired to be given more than once every 12 months. The Plan Administrator mustprovide the statement free of charge.

5.5.2 Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan Participants, ERISA imposes duties upon the peoplewho 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 otherPlan Participants and Beneficiaries. No one, including your Employer, your union or anyother person, may fire you or otherwise discriminate against you in any way to prevent youfrom obtaining a pension benefit, or exercising your rights under ERISA.

5.5.3 How to Enforce Your Rights

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a rightto know why this was done, to obtain copies of documents relating to the decision withoutcharge, 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 yourequest a copy of Plan documents or the latest annual report from the Plan and do not receivethem within 30 days, you may file suit in a Federal court. In such a case, the court mayrequire the Plan Administrator to provide the materials and pay you up to $110 a day untilyou receive the materials, unless the materials were not sent because of reasons beyond thecontrol of the Plan Administrator. If you have a claim for benefits which is denied orignored, in whole or in part, you may file suit in a state or Federal court. In addition, if youdisagree with the plan’s decision or lack thereof concerning the qualified status of a domesticrelations order, you may file suit in Federal court. If it should happen that Plan fiduciariesmisuse the Plan’s money, or if you are discriminated against for asserting your rights, youmay seek assistance from the U.S. Department of Labor, or you may file suit in a Federalcourt. The court will decide who should pay court costs and legal fees. If you are successfulthe court may order the person you have sued to pay these costs and fees. If you lose, thecourt may order you to pay these costs and fees, for example, if it finds your claim isfrivolous.

5.5.4 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 youneed assistance in obtaining documents from the Administrative Committee, you shouldcontact the nearest office of the Employee Benefit Security Administration, U.S. Departmentof Labor, listed in your telephone directory or the Division of Technical Assistance andInquiries, Employee Benefit Security Administration, U.S. Department of Labor, 200Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certainpublications about your rights and responsibilities under ERISA by calling the publicationshotline of the Employee Benefit Security Administration.


Section 5.6 Your Obligation to Provide Information

You are required to provide any information in writing to the Plan Administrator orAdministrative Committee as they consider necessary or desirable for purposes ofadministering the Plan including, without limitation, proof of your age and proof of the age ofeach Beneficiary and joint annuitant to the Administrative Committee at such times as itrequires. Payment of your Accrued Benefit under the Plan is conditioned upon you (or yourBeneficiary, if applicable) promptly providing true, full, and complete information.

Anadarko may rely on all representations including, without limitation, representations as toage, health and marital status as well as all consents, elections and designations filed with thePlan or Trust electronically through use of your personal identification number (“PIN”) orotherwise 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 orthe age of any Beneficiary who will receive an annuity, the Administrative Committee may(a) adjust the benefits payable to you or require that you return payments to the Plan, and(b) take any other action as it deems reasonable under the circumstances.

Your failure to comply with a request by the Administrative Committee for information orproof within a reasonable time period may result in delay in the payment of any benefits dueto you under the Plan until such information or proof is received by the AdministrativeCommittee.

You must provide the Administrative Committee with your current address in writing andnotify 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 theAdministrative Committee (or, if you have not filed an address with the AdministrativeCommittee, to your last address as indicated on the records of the Employer), thecommunication will be binding on you for all purposes of the Plan, regardless of whether ornot you receive it or claim not to have received it. It is very important that you keep youraddress current because the Plan Sponsor, Plan Administrator, Administrative Committee,and Trustee are NOT required to look for you.

Section 5.7 Limitations on Benefits Due To Underfunding

Federal law requires that if the Plan fails to meet certain funding requirements for a givenPlan Year, the Plan will be subject to certain restrictions. These restrictions are describedmore in detail in the Plan.

AFTAP means the “Adjusted Funding Target Attainment Percentage” as determined inaccordance with Code Section 436. It is one measure of the level of funding of the Plan.

(a) If the Plan’s AFTAP is less than 60%, then the Plan may not pay to you a lumpsum benefit (or any other benefit in a month that is greater than the monthlyamount payable under a single life annuity).

(b) If the Plan’s AFTAP is at least 60%, but less than 80%, then the Plan may notpay to you a lump sum benefit. The Plan also may not pay to you any other


benefit in a month that is greater than the monthly amount payable under a singlelife annuity unless that amount is both (1) less than 50% of the present value ofthe Accrued Benefit and (2) less than the maximum benefit guaranteed by thePBGC.

(c) If an enrolled actuary does not certify that the Plan’s AFTAP is at least 100%,and the Employer is a debtor in a federal or state law bankruptcy, then the Planmay not pay to you a lump sum benefit (or any other benefit in a month that isgreater than the monthly amount payable under a single life annuity).

If one of these events occurs and you had elected an optional form that is no longer permitted,your options will be explained to you more fully by the Plan Administrator.


PART 6 EMPLOYEE REHIRE PROVISIONS

The provisions in this Part apply to Employees who incur a Termination Date and then arerehired by an Employer.

Section 6.1 Participation in the Plan Upon Rehire for Non-Legacy Employees

This Section applies to Non-Legacy Employees only.

Regardless of whether you incur a Break in Service, your Vesting Service and CreditedService will be based upon your date of hire by Anadarko Petroleum Corporation. You willnot be an Active Participant in the Plan upon your Rehire Date.

Section 6.2 Participation in the Plan Upon Rehire for Legacy Employees

This Section applies to Legacy Employees only.

6.2.1 Rehire Before Your Annuity Starting Date

If you were a Participant in the Plan during 2011, your immediately preceding TerminationDate occurred on or before December 31, 2011, and you are rehired as an Eligible Employeeand your Rehire Date occurs on or before the one-year anniversary of your Termination Date,you will resume participation in the Plan on your Rehire Date and continue accruing a LegacyBenefit. However, if you were a Participant in the Plan during 2011, your immediatelypreceding Termination Date occurred on or before December 31, 2011, and you are rehired asan Eligible Employee and your Rehire Date occurs after the one-year anniversary of yourTermination Date, you will not resume participation in the Plan.

On and after January 1, 2012, you are eligible to participate in the Plan if you were aParticipant in the Plan as of December 31, 2011, regardless of whether you incur a break. Ifyour Termination Date occurs on or after January 1, 2012, and you are rehired as an EligibleEmployee, you will resume participation in the Plan on your Rehire Date as a PersonalWealth Account Participant.

If you are a Retirement Choice Participant, you will continue to be a Participant with respectto your Retirement Choice Accrued Benefit as of December 31, 2011, but such accruedbenefit will not increase by reason of Credited Service completed (or imputed) orCompensation received (or imputed) after December 31, 2011.

6.2.2 Rehire After Your Annuity Starting Date

(a) Lump Sum. If you received a lump sum distribution of your Accrued Benefit and youare subsequently rehired—prior to incurring a Break in Service—as an ActiveParticipant, upon your subsequent Termination Date, your Accrued Benefit will beoffset by an amount that is Actuarially Equivalent to all retirement income and otherbenefit payments that you received before your subsequent Termination Date.


(b) Periodic Payments. This paragraph (b) applies if your service was terminated andyou elected a form of benefit that results in periodic payments to you. If you arerehired while in pay status under the Plan after incurring a bona fide break in service,you will continue to receive payments under the Plan during your period ofreemployment in accordance with Section 6.2.3. If you are rehired while in paystatus under the Plan, but you did not incur a bona fide break in service, yourpayments under the Plan will be suspended during your period of reemployment inaccordance with Section 6.2.3.

(c) If your Rehire Date is on or after your Required Beginning Date. Notwithstandingthe above provisions, if your Rehire Date is on or after your Required BeginningDate, you will continue to receive the benefits to which you are entitled. Any futurebenefits that you accrue after your Required Beginning Date will be determined inaccordance with Code Section 411(b)(1)(H).

6.2.3 Special Election to Continue Payments for Temporary or Part-Time Rehires

If you are rehired and you (a) had a 100% Vested Interest in your Accrued Benefit on yourprior Termination Date and (b) were receiving monthly distributions of your Accrued Benefitbefore your Rehire Date, you may elect to continue to receive monthly distributions of yourAccrued Benefit after your Rehire Date in the same manner as though you had not reenteredthe service of the Employer. Such election must be in writing and must be filed with theAdministrative Committee.

Section 6.3 Additional Provisions

6.3.1 Reemployment After Refund of Employee Contributions

Notwithstanding any other provision of this Part 6, if you received a distribution of theamount of your participant contributions under the Superseded Plan on your priorTermination Date, you will not be entitled to have your Credited Service for any period thatparticipant contributions were required under the Superseded Plan reinstated unless you repaythe Trust Fund the full amount of the lump sum distribution plus accrued interest (at the CodeSection 411(c)(2)(C) interest rate), as compounded annually from the date of distribution tothe Rehire Date. Such repayment must be made before you incur a Break in Service of fiveyears and not later than five years after your Rehire Date.

6.3.2 Provisions Applicable to Rehired Participants

Notwithstanding any other provision of this Part 6, if you transferred service to or from aNonparticipating Employer, and you were rehired to an Employer other than the Employerfrom which you terminated service, please consult the Plan document or AdministrativeCommittee for additional provisions that may apply to you.

US 1225154v.5August 16, 2012

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