DEFERRED COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF JAN 1, 2010)



 Exhibit 10(xlvi) 
 Anadarko Petroleum Corporation 
 Deferred
Compensation Plan 
 Amended and Restated effective as of January 1, 2010 







 Table of Contents 
  

					
	 PURPOSE
	  	1
		
	 ARTICLE 1 – DEFINITIONS
	  	1
	 1.1
	  	“Account”	  	1
	 1.2
	  	“Administrator”	  	1
	 1.3
	  	“Annual Retainer Fees”	  	1
	 1.4
	  	“Base Pay”	  	1
	 1.5
	  	“Beneficiary”	  	2
	 1.6
	  	“Board”	  	2
	 1.7
	  	“Bonus”	  	2
	 1.8
	  	“Change of Control”	  	2
	 1.9
	  	“Code”	  	3
	 1.10
	  	“Company”	  	3
	 1.11
	  	“Compensation Committee”	  	4
	 1.12
	  	“Contingent Beneficiary”	  	4
	 1.13
	  	“Director”	  	4
	 1.14
	  	“Director Compensation”	  	4
	 1.15
	  	“Disabled”	  	4
	 1.16
	  	“Effective Date”	  	4
	 1.17
	  	“Eligible Employee”	  	4
	 1.18
	  	“ERISA”	  	4
	 1.19
	  	“Key Employee”	  	4
	 1.20
	  	“Meeting Fees”	  	5
	 1.21
	  	“Participant”	  	5
	 1.22
	  	“Plan”	  	5
	 1.23
	  	“Plan Year”	  	5
	 1.24
	  	“Retirement”	  	5
	 1.25
	  	“Section 16 Officer”	  	5
	 1.26
	  	“Separation from Service”	  	5
	 1.27
	  	“Unforeseeable Emergency”	  	6
	 1.28
	  	“Valuation Date”	  	6
		
	 ARTICLE 2 – PARTICIPATION
	  	6
	 2.1
	  	Participation	  	6
	 2.2
	  	Termination of Participation	  	6
	 2.3
	  	Suspension of Participation	  	6
		
	 ARTICLE 3 – DEFERRAL ELECTIONS
	  	6
	 3.1
	  	Deferral Agreement	  	6
	 3.2
	  	Election to Defer Base Pay	  	7
	 3.3
	  	Election to Defer Bonus	  	7
	 3.4
	  	Election to Defer Director Compensation	  	7
	 3.5
	  	Timing of Election to Defer	  	7
	 3.6
	  	Election of Payment Schedule and Form of Payment	  	8
		
	 ARTICLE 4 – PARTICIPANT ACCOUNT
	  	10

  

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	 4.1
	  	Individual Accounts	  	10
		
	 ARTICLE 5 – INVESTMENT OF CONTRIBUTIONS
	  	10
	 5.1
	  	Investment Options	  	10
	 5.2
	  	Adjustment of Accounts	  	11
	 5.3
	  	Distributions from the Company Stock Fund	  	11
		
	 ARTICLE 6 – RIGHT TO BENEFITS
	  	11
	 6.1
	  	Vesting	  	11
	 6.2
	  	Death	  	11
	 6.3
	  	Disability	  	12
		
	 ARTICLE 7 – DISTRIBUTION OF BENEFITS
	  	12
	 7.1
	  	Amount of Benefits	  	12
	 7.2
	  	Method and Timing of Distributions	  	13
	 7.3
	  	Unforeseeable Emergency	  	13
	 7.4
	  	Cashouts of Minimal Interests	  	13
	 7.5
	  	Distribution to a Key Employee	  	14
		
	 ARTICLE 8 – AMENDMENT AND TERMINATION
	  	14
	 8.1
	  	Amendment by Company	  	14
	 8.2
	  	Retroactive Amendments	  	14
	 8.3
	  	Special Plan and Deferral Election Amendments	  	14
	 8.4
	  	Plan Termination	  	15
	 8.5
	  	Distribution Upon Termination of the Plan	  	15
		
	 ARTICLE 9 – THE TRUST
	  	16
	 9.1
	  	Establishment of Trust	  	16
	 9.2
	  	Grantor Trust	  	16
	 9.3
	  	Investment of Trust Funds	  	16
	 9.4
	  	Participants’ Rights under a Trust	  	16
		
	 ARTICLE 10 – MISCELLANEOUS
	  	17
	 10.1
	  	Unsecured General Creditor of the Company	  	17
	 10.2
	  	Limitation of Rights	  	17
	 10.3
	  	The Company’s Liability	  	17
	 10.4
	  	Satisfaction of Benefit Obligation	  	17
	 10.5
	  	Spendthrift Provision	  	18
	 10.6
	  	Incapacity of Participant or Beneficiary	  	18
	 10.7
	  	Waiver	  	18
	 10.8
	  	Notices	  	19
	 10.9
	  	Tax Withholding	  	19
	 10.10
	  	Governing Law	  	19
	 10.11
	  	Intention to Comply with Code Section 409A	  	19
		
	 ARTICLE 11 – PLAN ADMINISTRATION
	  	20
	 11.1
	  	Powers and Responsibilities of the Administrator	  	20
	 11.2
	  	Interpretation of the Plan	  	20
	 11.3
	  	Claims and Review Procedures	  	20
	 11.4
	  	Plan Administrative Costs	  	21

  

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 PURPOSE 
 The Anadarko Petroleum Corporation Deferred Compensation Plan (the “Plan”) was originally established effective as of January 1, 2005, and is hereby amended and restated effective as of
January 1, 2010. The purpose of the Plan is to permit eligible employees and non-employee directors to defer receipt of certain compensation into a subsequent tax year which would otherwise be payable to them in the then-current tax year.

 The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and shall be implemented and administered in a manner consistent
therewith. The Plan is also intended to (i) be exempt from the participation and vesting, funding, and fiduciary responsibility requirements of Title I of ERISA and (ii) qualify for simplified reporting under the U.S. Department of Labor
Regulation Section 2530.104-23, as may be amended from time to time. 
 ARTICLE 1 – DEFINITIONS 
 Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise.
Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context: 
 1.1 “Account” means an account established by the Administrator for the purpose of recording amounts credited on behalf of each Participant under the Plan, and any income,
expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to each Participant pursuant to the
Plan. 
 1.2 “Administrator” means, with respect to Participants who are Directors or Section 16
Officers, the Compensation Committee. With respect to all other Participants, the term Administrator means the Company, or a person, persons or committee that is designated by the Company to be the Administrator of the Plan. 
 1.3 “Annual Retainer Fees” means the annual fees (other than Meeting Fees) paid to a Director by the Company for
service on the Board or committee(s) of the Board, including the Board retainer, lead director retainer, committee chair and member retainers and any other forms of retainer paid to a Director for service on the Board. 
 1.4 “Base Pay” means base compensation per payroll period paid by the Company to an Eligible Employee (including
amounts which the Eligible Employee could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company), excluding overtime pay, bonuses, employee benefits, added premiums, differentials, components of
foreign service assignments, and any other form of incentive compensation. 
  

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 1.5 “Beneficiary” means the persons, trusts, estates or other
entities designated under Section 6.2 to receive benefits under the Plan upon the death of a Participant. “Contingent Beneficiary” means the persons, trusts, estates or other entities designated under Section 6.2 to receive
benefits under the Plan upon the death of a Participant and in the event that the designated Beneficiary predeceases a Participant. 
 1.6 “Board” means the Board of Directors of the Company. 
 1.7 “Bonus”
means the bonus otherwise payable currently to a Participant for the Plan Year under the Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan, or any predecessor or successor plans thereto, or any other incentive or bonus
arrangement implemented after the Effective Date by the Company if the Company designates payments under such program or arrangement as being Bonuses which may be deferred pursuant to this Plan. 
 1.8 “Change of Control” means that a Change of Control of the Company shall be deemed to have occurred on the date
as of the first day any one or more of the following conditions shall have been satisfied: 
 (a) The acquisition
by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (D) any acquisition pursuant to a transaction which complies with clauses (A), (B) or (C) of this subsection (a); or 
 (b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Company’s stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
  

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 (c) Consummation by the Company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all
or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such Business Combination; or 
 (d) Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company. 
 Notwithstanding the foregoing
provisions of this Section 1.8 or any provision of this Plan to the contrary, to the extent that any payment or acceleration of payment of any amount under the Plan is subject to, and not exempt under, Code Section 409A, then the
determination of whether a Change in Control has occurred hereunder as affecting the payment, or timing of payment, of such amount shall be made within the meaning of such term as set forth in Code Section 409A to the extent inconsistent with
the foregoing provisions of this definition, as determined in the discretion of the Administrator. 
 1.9
“Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to any Section of the Code shall include any successor provision thereto and the Treasury Regulations and other authority issued
under such Section by the appropriate governmental authority. 
 1.10 “Company” means Anadarko Petroleum
Corporation and its wholly owned subsidiaries, unless the context requires otherwise. 
  

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 1.11 “Compensation Committee” means the Compensation and Benefits
Committee of the Board, the composition of which may change from time to time. 
 1.12 “Contingent
Beneficiary” shall have the definition set forth in Section 1.5. 
 1.13 “Director” means
a non-employee member of the Board. 
 1.14 “Director Compensation” means Annual Retainer Fees and
Meeting Fees. 
 1.15 “Disabled” or “Disability” means a Participant shall be deemed to
have become permanently disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a disability plan or an accident and health plan maintained by the Company, if applicable. 
 1.16 “Effective Date” means January 1, 2010, the effective date of this amendment and restatement of the Plan.

 1.17 “Eligible Employee” means an employee of the Company who is (1) paid on the Company’s
U.S. payroll, (b) determined by the Company to be “a member of a select group of management or highly compensated employees” (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) and is designated by the Company as
an Eligible Employee for purposes of the Plan, and (c) not on a foreign service assignment outside of the United States, as determined by the Company in its discretion. 
 1.18 “ERISA” means the Employee Retirement Income Security Act of 1974, as may be amended from time to time. All
references herein to any Section of ERISA shall include any successor provision thereto and the regulations and other authority issued under such Section by the appropriate governmental authority. 
 1.19 “Key Employee” means a Participant who is a “specified employee” as defined in Code
Section 409A. For purposes of this definition, a “specified employee” under Code Section 409A is an employee who, as of the date of his Separation from Service, is a “key employee” (within the meaning of Code
Section 416(i) without regard to paragraph 5 thereof relating to beneficiaries) of the Company or any entity which is considered to be a single employer with the Company under Code Section 414(b) or 414(c) (the “Controlled
Group”). A Participant shall be a Key Employee if the Participant is (i) an officer of the Company having annual compensation greater than $160,000 for 2010 (and as indexed thereafter under Code Section 416(i)), (ii) a 5-percent
(5%) owner of the Company, or (iii) a 1-percent (1%) owner of the Company having annual compensation of more than $150,000, at any time during the twelve (12) month period ending on December 31, but

  

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only if a Controlled Group member has any stock that is publicly traded on an established securities market or otherwise. A Participant will be considered to be a Key Employee for the period
April 1 through March 31 following such December 31 determination. The Company may apply an alternative method to identify Key Employees in accordance with Code Section 409A, provided that the alternative method (i) is
reasonably designed to include all Key Employees, (ii) is an objectively determinable standard, and (iii) results in either all employees or no more than 200 employees being identified as Key Employees as of any date. 
 1.20 “Meeting Fees” means fees paid to a Director for attendance at meetings of the Board or meetings of the
Board’s committees. 
 1.21 “Participant” means any Eligible Employee or any Director who
participates in the Plan in accordance with Article 2. 
 1.22 “Plan” means the Anadarko Petroleum
Corporation Deferred Compensation Plan, as amended and restated and, set forth herein, and as it may be further amended from time to time. 
 1.23 “Plan Year” means the twelve (12) consecutive month period beginning January 1st and ending December 31st of any given year. 
 1.24 “Retirement” means, in the case of an Eligible Employee who is eligible to retire under the Anadarko Retirement Plan (the “Anadarko Plan”), his Separation from
Service; provided, however, that the Eligible Employee has, as of such date, both attained age fifty-five (55) and been credited with at least five (5) years of Credited Service as that term is defined under the Anadarko Plan. Retirement
means, in the case of an Eligible Employee who is eligible to retire under the Kerr-McGee Corporation Retirement Plan (the “KMG Plan”), his Separation from Service; provided, however, that the Eligible Employee has, as of such date, both
attained age fifty-two (52) and been credited with at least ten (10) years of Credited Service as that term is defined under the KMG Plan. Retirement means, in the case of a Director, Separation from Service from the Board after the first
to occur of: (a) the Director having attained age sixty-five (65), (b) the Director having completed ten (10) years of service as a Director, or (c) the Director having attained both age fifty-five (55) and completed five
(5) years of service as a Director. A Director’s total years of service as a Director as of any date shall be determined by dividing his total completed full months of service as a Director by twelve (12). 
 1.25 “Section 16 Officer” means an Eligible Employee who is subject to the requirements of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1.26
“Separation from Service” means a “separation from service” of an Eligible Employee or Director within the meaning of Code Section 409A. 
  

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 1.27 “Unforeseeable Emergency” means a severe financial hardship to
the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. 
 1.28 “Valuation Date” means each business day of the Plan Year and such other date(s) as designated by the Company. 
 ARTICLE 2 – PARTICIPATION 
 2.1 Participation.
Each Eligible Employee and Director shall become a Participant in the Plan by executing a deferral agreement in accordance with the provisions of Article 3. 
 2.2 Termination of Participation. A Participant’s participation in the Plan as an active Participant shall, in the case of an Eligible Employee, cease upon his Separation from Service for any
reason or his ceasing to qualify as an Eligible Employee or, in the case of a Director, upon his termination of service on the Board. Compensation subject to a valid deferral election under the Plan and earned through such date of such Separation
from Service or other termination shall be deferred pursuant to such election, even if such crediting of such amount to his Account occurs after the termination date. In addition, at the direction of the Company or the Administrator, a
Participant’s participation in the Plan as an active Participant who is eligible to make deferral elections may be discontinued effective as of the first day of the next Plan Year. Upon any termination of active participation, a
Participant’s deferrals shall cease but the provisions of Section 7.2 shall continue to apply. A former Eligible Employee or Director shall remain a Participant while he still has an undistributed Account balance under the Plan.

 2.3 Suspension of Participation. As provided by the Company, a Participant’s active participation in the Plan
will be suspended during an unpaid authorized leave of absence and will resume upon his return to active service with the Company (subject to such terms and conditions as the Company or Administrator may determine), provided that he continues to
qualify as an Eligible Employee or Director upon his return to service. In addition, the Company, in its sole discretion, may suspend a Participant’s participation in the Plan as it deems to be necessary or appropriate to comply with applicable
law or regulations, or coordination with other benefits plans of the Company. 
 ARTICLE 3 – DEFERRAL ELECTIONS

 3.1 Deferral Agreement. Each Eligible Employee and Director may elect to defer compensation amounts otherwise
payable to him currently for a Plan Year by executing a deferral agreement in accordance with (a) rules and procedures established by the Administrator, (b) the provisions of this Article 3, and (c) Code Section 409A. The
deferral agreement may separately specify for each discrete type of compensation (e.g., Base Pay, Bonus, Director Compensation, or individual components of each) the whole

  

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number percentage multiple (in one percent (1%) increments and subject to the percentage limitations otherwise described herein) that the Participant elects to defer, the payment schedule
and form of payment of the deferred amount. 
 A new deferral agreement must be executed in a timely manner (as set forth in
this Article 3) for each Plan Year during which the Eligible Employee or Director elects to defer compensation. An Eligible Employee or Director who does not execute a deferral agreement in a timely manner shall be deemed to have elected zero
deferrals for such Plan Year. 
 A deferral agreement may be changed or revoked at any time during the respective election
periods specified in Section 3.5. A deferral agreement becomes irrevocable at the close of the respective election period. 
 3.2 Election to Defer Base Pay. An Eligible Employee may elect to defer Base Pay for a Plan Year in an amount not exceeding seventy-five percent (75%) of Base Pay. 
 3.3 Election to Defer Bonus. An Eligible Employee may elect to defer up to one hundred percent (100%) of his Bonus for a Plan
Year, subject to any limitation that may be established by the Administrator and specified on the deferral agreement. 
 3.4
Election to Defer Director Compensation. A Director may elect to defer up to one hundred (100%) of his Director Compensation for a Plan Year. 
 3.5 Timing of Election to Defer. Each Eligible Employee who desires to defer Base Pay otherwise payable during a Plan Year must execute a deferral agreement in accordance with the procedures
established by the Administrator and within the election period preceding the Plan Year during which the Base Pay will be earned, as specified by the Administrator (but not later than December 31st immediately preceding such Plan Year and will be irrevocable as of such date). Each Eligible Employee
who desires to defer a Bonus which may be earned with respect to services performed during a Plan Year must execute a deferral agreement in accordance with the rules and procedures established by the Administrator (but not later than
December 31st immediately preceding such Plan Year
except that if the plan or arrangement providing for such Bonus is “performance based compensation which is based upon services performed over a period of at least twelve months” (as described in Code Section 409A(a)(4)(B)(iii)), then
such deferral election must be executed no later than the date that is six (6) months before the end of the performance period over which the Bonus is earned and will be irrevocable as of such date). 
 A Director who desires to defer his Director Compensation otherwise payable during a Plan Year must execute a deferral
agreement in accordance with the procedures established by the Administrator (but not later than December 31st
 immediately preceding such Plan Year and will be irrevocable as of such date). 
  

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 An employee who is first designated as an Eligible Employee during a Plan Year may elect to
defer Base Pay and/or Bonus in accordance with the rules of this Section 3.5, except that his initial deferral agreement must be executed within the thirty (30)-day period beginning on the date such employee is designated as an Eligible
Employee. A new Director may elect to defer his Director Compensation in accordance with the rules of this Section 3.5 except that his initial deferral agreement must be executed within the thirty (30)-day period beginning on the date he first
becomes a Director. 
 3.6 Election of Payment Schedule and Form of Payment. At the time an Eligible Employee or Director
completes a deferral agreement provided by the Administrator, the Eligible Employee or Director may separately elect for each type of compensation being deferred (i.e., Base Pay, Bonus, Director Compensation, or individual components of each)
the following items: (i) the date of distribution or commencement of distribution of each deferred amount, (ii) the form of payment in which each deferred amount will be distributed (e.g., lump sum or annual installments), and
(iii) if applicable and as may be provided by the Administrator, whether the amount distributed will be in cash, Company Stock (as defined in Section 5.3) or a combination of cash and Company Stock. Subject to the provisions of Article 7,
an Eligible Employee or Director may elect to receive distribution of his deferred amount in a single lump sum or annual installment distributions over a period certain not exceeding fifteen (15) years. If the Participant should elect
installment payments over a designated time period, each installment payment shall be considered a separate payment for purposes of Code Section 409A. 
 The portion of the Participant’s Account that has been earned and vested as of January 1, 2010 (as well as any subsequent earnings, expenses, gains and losses attributed to such balance)
(“Pre-2010 Account”) shall be distributed as follows: 
 (a) If the Participant’s
Separation from Service occurs before he becomes eligible for Retirement, notwithstanding any other election, his distribution shall be made as follows: 
 (1) If the Participant initially elected to be paid upon his Separation from Service following Retirement, his distribution shall be made in a lump-sum payment no later than ninety (90) days after
the date of his Separation from Service; or 
 (2) If the Participant initially elected to be paid upon an
identified and specific date that is at least three (3) years after the date the deferral agreement was effective, then if payment has not already commenced, his distribution shall be made or shall commence on such identified and
specific date; or 
 (3) If the Participant initially elected to be paid upon the earlier of (A) Separation
from Service following Retirement or (B) an identified and specific date that is at least three (3) years after the date the deferral agreement was effective, then if payment has not already been made or commenced, his distribution
shall be made in a lump sum payment no later than ninety (90) days after the date of his Separation from Service. 
  

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 (b) If the Participant’s Separation from Service occurs after he
becomes eligible for Retirement, then the distribution or commencement of distribution shall be one of the following options as previously elected by the Participant: 
 (1) Separation from Service; or 
 (2) an identified and specific date that is at least three (3) years after the date the deferral agreement was executed; or 
 (3) the earlier of (A) Separation from Service or (B) an identified and specific date that is at least three
(3) years after the date the deferral agreement was executed. This option (3) provides that the date of distribution specified in the deferral agreement will be honored unless a Separation from Service intervenes before the scheduled
date of distribution, in which case payment will be made, in the form originally elected by the Participant, not later than the date that is ninety (90) days after the Separation from Service date. 
 The portion of the Participant’s Account that is earned and vested on and after January 1, 2010 (as well as any subsequent
earnings, expenses, gains and losses attributed to such balance) (“Post-2009 Account”) shall be distributed as follows: 
 (a) If the Participant’s Separation from Service occurs before he becomes eligible for Retirement, notwithstanding any other election, his distribution shall be made as follows: 
 (1) If the Participant initially elected to be paid upon his Separation from Service following Retirement, his distribution
shall be made in a lump-sum payment no later than ninety (90) days after the date of his Separation from Service; or 
 (2) If the Participant initially elected to be paid upon an identified and specific date that is at least one (1) year after the date the deferral agreement was effective, then if payment has
not already commenced, his distribution shall be made or shall commence on such identified and specific date; or 
 (3) If the Participant initially elected to be paid upon the earlier of (A) Separation from Service following Retirement or (B) an identified and specific date that is at least one (1) year after the date the deferral
agreement was effective, then if payment has not already been made or commenced, his distribution shall be made in a lump sum payment no later than ninety (90) days after the date of his Separation from Service. 
 (b) If the Participant’s Separation from Service occurs after he becomes eligible for Retirement, then the distribution
or commencement of distribution shall be one of the following options as previously elected by the Participant: 
 (1) Separation from Service; or 
  

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 (2) an identified and specific date which is at least one
(1) year after the date the deferral agreement was executed; or 
 (3) the earlier of
(A) Separation from Service or (B) an identified and specific date which is at least one (1) year after the date the deferral agreement was executed. This option (3) provides that the date of distribution specified in the
deferral agreement will be honored unless a Separation from Service intervenes before the scheduled date of distribution, in which case payment will be made, in the form originally elected by the Participant, not later than the date that is ninety
(90) days after the Separation from Service date. 
 In addition, regardless of whether Retirement is attained by the
Participant, he may elect a “Change of Control Override.” A Change of Control Override election provides that the date and form of distribution specified in the deferral agreement will be honored unless a Change of Control intervenes
before the scheduled date of distribution, in which case, payment will be made in a single lump sum within ninety (90) days after the effective date of the Change of Control without regard to whether Participant has incurred a Separation from
Service. Notwithstanding any provision in the Plan to the contrary, for purposes of effectuating an accelerated payment hereunder pursuant to a Change of Control Override, the term “Change of Control” shall mean a Change of Control (as
defined in Section 1.8 of the Plan) but only to the extent that the event causing the Change of Control qualifies under Code Section 409A(a)(2)(v). 
 ARTICLE 4 – PARTICIPANT ACCOUNT 
 4.1 Individual Accounts. The
Administrator will establish and maintain an Account for each Participant that reflects deferrals made pursuant to Article 3, together with earnings, expenses, gains and losses that are attributable to investments of such Account as provided in
Article 5. The amount a Participant elects to defer in accordance with Article 3 shall be credited to the Participant’s Account at the time the amount subject to the deferral election would otherwise have been payable to the Participant but for
his deferral election. The Administrator will establish and maintain such other accounts and records as it determines, in its discretion, to be reasonably required or appropriate to discharge its duties under the Plan. 
 ARTICLE 5 – INVESTMENT OF CONTRIBUTIONS 
 5.1 Investment Options. The amount credited to a Participant’s Account shall be treated as invested in the investment options as designated for this purpose by the Administrator. Such
investment options may be different for Eligible Employees, Section 16 Officers and Directors, as determined by the Administrator in its discretion. 
  

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 5.2 Adjustment of Accounts. The amount credited to a Participant’s Account shall
be adjusted for hypothetical investment earnings or losses in an amount equivalent to the earnings or losses reported by the investment options selected by the Participant or Beneficiary from among the investment options provided in
Section 5.1. A Participant may, in accordance with rules and procedures established by the Administrator, change the investments to be used for the purpose of calculating future hypothetical investment adjustments to the Participant’s
Account or to future Participant deferrals, which election change shall be effective as of the Valuation Date coincident with or next following notice to the Administrator. The Account of each Participant shall be adjusted as of each Valuation Date
to reflect: (a) the hypothetical investment earnings and/or losses described above; (b) Participant deferrals; and (c) distributions or withdrawals from the Account. 
 5.3 Distributions from the Company Stock Fund. To the extent that any portion (including a percentage thereof as provided by the
Administrator) of a Participant’s Account is invested in an investment fund maintained under the Plan which invests primarily in the common stock of the Company (either directly or in the form of phantom shares) (“Company Stock
Fund”), such Participant may have the right to elect to receive distribution in shares of common stock of the Company (“Company Stock”), but only with respect to the portion of his Account balance that is invested in the Company Stock
Fund, with such election to be made at such time and in such form as determined by the Administrator. Any fractional shares of Company Stock allocated to the Participant’s Account shall be distributed in cash. If a Participant does not elect to
receive his distribution in shares of Company Stock, then the entire balance shall be made in cash. 
 ARTICLE 6 – RIGHT
TO BENEFITS 
 6.1 Vesting. At all times, each Participant has a one hundred percent (100%) nonforfeitable
interest in all amounts credited to his Account. Notwithstanding the foregoing or any provision of the Plan to the contrary, if otherwise provided pursuant to a Company plan or program for which a benefit has been deferred under the Plan, a
Participant may be subject to certain “claw back” or forfeiture of benefits in certain circumstances, in which case a Participant’s Account may be reduced in an amount necessary to satisfy such “claw back” or forfeiture.

 6.2 Death. Notwithstanding any prior election regarding the form or timing of his distribution, the balance or
remaining balance credited to a Participant’s Account shall be paid to his Beneficiary in a single lump-sum cash payment within ninety (90) days following the receipt by the Administrator of a certified copy of the death certificate. If
multiple Beneficiaries have been designated by the Participant, each Beneficiary shall receive a single lump-sum cash payment of his specified portion of the Participant’s Account balance within ninety (90) days following the receipt by
the Administrator of a certified copy of the death certificate. If the Participant has not specified percentages for multiple Beneficiaries, his Account will be divided and distributed to them on a per capita basis. 
  

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 A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation
of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator (including, but not limited to, the right to require the consent of a Participant’s spouse in the event the spouse is not named as the sole
primary Beneficiary). 
 If a designated Beneficiary predeceases a Participant, the amount apportioned to that designated
Beneficiary shall be payable to the designated Contingent Beneficiary, if any. If a Beneficiary dies within thirty (30) days of the date the Participant dies, the Beneficiary shall be considered to have predeceased the Participant for purposes
of this Section 6.2. 
 If the Administrator finds either that there is no designated Beneficiary for all or a portion of a
Participant’s Account, or that the designated Beneficiary and any Contingent Beneficiary for all or a portion of a Participant’s account have predeceased the Participant, the amount in question shall be paid as follows: (a) if the
Participant leaves a surviving spouse, the entire Account balance shall be paid to the surviving spouse, and (b) only if the Participant leaves no surviving spouse, the entire Account balance shall be paid (i) first to the executor or
administrator of the Participant’s estate, or (ii) if there is no administration of his estate, to the Participant’s heirs at law, as determined by the Administrator. 
 Notwithstanding the preceding provisions of this Article 6 and to the extent not prohibited by state or federal law, if a Participant is
divorced from his spouse and, at the time of his death, is not remarried to the person from whom he was divorced, any designation of such divorced spouse shall be null and void unless the contrary is expressly stated in a writing that is filed by
the Participant with the Administrator and accepted by the Administrator. The amount that would otherwise have been paid to such divorced spouse shall instead be paid to the persons specified in accordance with the applicable provisions of this
Article 6 as if such divorced spouse did not survive the Participant. 
 If the Administrator is in doubt as to the right of any
person to receive any amount hereunder, the Administrator, in its discretion, may direct that the entire Account balance be paid into any court of competent jurisdiction in an interpleader action, and such payment shall be a full and complete
discharge of any liability or obligation under the Plan to the full extent of such payment. 
 6.3 Disability.
Notwithstanding any prior election regarding the form or timing of his distribution, the balance or remaining balance credited to a Participant’s Account shall be paid to the Participant in a single lump-sum cash payment within ninety
(90) days following the date the Participant is determined to be Disabled. 
 ARTICLE 7 – DISTRIBUTION OF BENEFITS

 7.1 Amount of Benefits. The amount credited to a Participant’s Account as determined under Articles 4 and 6
shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan. 
  

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 7.2 Method and Timing of Distributions. Subject to Sections 7.3 and 7.4,
distributions under the Plan shall be made at the time and in the manner provided in Section 3.6. If allowed by the Administrator, a Participant may elect to further delay the payment date for a minimum period of sixty (60) months from the
originally scheduled date of payment, provided that such election to delay payment (a) is made at least twelve (12) months before a scheduled date of payment and (b) is not effective until at least twelve (12) months after the
date on which the election is made. A re-deferral election must be made in accordance with procedures and rules established by the Administrator, which shall be construed and administered in accordance with Code Section 409A. The Participant
may, at the same time the date of payment is re-deferred, change the form of payment provided that such change in the form of payment does not effectuate an acceleration of payment. Notwithstanding any provision contained herein to the contrary, a
distribution made to a Key Employee shall not be made before the date which is six (6) months after the date the Key Employee has a Separation from Service unless otherwise permitted under Code Section 409A, such as in the event of his
death. 
 7.3 Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency. The
request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine
whether a distribution is warranted. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an
Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not
itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan. A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may also include any
amount necessary to pay any federal, state or local income taxes or penalties that are reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump-sum cash payment without regard to any prior
distribution election. Any distribution under this Section 7.3 shall be deducted from the Participant’s Account balance as of the date of the distribution. 
 7.4 Cashouts of Minimal Interests. If the amount credited to the Participant’s Account does not exceed the current dollar limitation under Code Section 402(g)(1)(B) ($16,500 in 2010, as
adjusted under the Code in future years, or such higher dollar amount as Treasury Regulations may establish for cashouts of minimal interests under Code Section 409A), at the time he has a Separation from Service, and such Participant is not a
Key Employee, the Company reserves the right to pay such amount to the Participant in a single lump-sum cash payment within ninety (90) days following such Separation from Service, regardless of whether the Participant (i) had made a
different election regarding time or form of payment or (ii) was receiving installment payments at the time of Separation from Service. In the case of a Key Employee, such cashout payment shall not

  

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be made before the date that is at least six (6) months from the date of his Separation from Service or such earlier date upon which such amount can be paid under Code Section 409A
without being subject to taxation thereunder. 
 7.5 Distribution to a Key Employee. Notwithstanding any provision of the
Plan to contrary, any lump sum or installment payment distribution payable to a Participant who is a Key Employee due to his Separation from Service (for any reason except due to his death) shall not be made before the date that is six
(6) months after the date of his Separation from Service. 
 ARTICLE 8 – AMENDMENT AND TERMINATION 

8.1 Amendment by Company. The Company reserves the right to amend the Plan through action of the Board or the Compensation
Committee. An amendment must be in writing and executed by an officer authorized to take such action. Each amendment shall not be effective prior to approval by the Board or the Compensation Committee in its resolution, unless necessary to comply
with applicable laws or regulations. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account balance that has accrued as of the date of such amendment. An amendment that
does not materially affect the rights of any Participant under the Plan and is desirable for administrative purposes, or is necessary to comply with any applicable law or regulation, may be approved and executed, without action of the Board or the
Compensation Committee, by any officer of the Company so authorized by the Board or the Compensation Committee. 
 Notwithstanding the preceding paragraph of this Section 8.1, the Plan may be amended if required to ensure that the Plan is characterized as a “top-hat plan” of deferred compensation maintained for a select group of management or
highly compensated employees as described under ERISA Sections 201(2), 301(a)(3), and 401(a)(1), or to conform the Plan to the requirements of ERISA for “top-hat plans” or the requirements of the Code for deferred compensation plans
including Code Section 409A. No such amendment for this exclusive purpose shall be considered prejudicial to the interest of a Participant or a Beneficiary hereunder. 
 8.2 Retroactive Amendments. An amendment made by the Company in accordance with Section 8.1 may be made effective on a date
prior to the first day of the Plan Year in which it is adopted if such amendment is necessary or appropriate to enable the Plan to satisfy the applicable requirements of the Code, ERISA or to any other change in federal law or to any regulations or
ruling thereunder. Any retroactive amendment by the Company shall be subject to the provisions of Section 8.1. 
 8.3
Special Plan and Deferral Election Amendments. Notwithstanding Sections 8.1 or 8.2 or any other provision of the Plan or a deferral election agreement to the contrary, the Company has reserved the unilateral right and discretion to amend the
Plan and a Participant’s deferral elections hereunder to the extent necessary to comply with Code Section 409A, or to be exempt from the application of Code Section 409A, to the maximum extent permitted under Code Section 409A.

  

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 8.4 Plan Termination. The Plan has been adopted with the intention and expectation
that it will be continued indefinitely. The Company, however, reserves the right to terminate the Plan at any time without any liability for any such discontinuance or termination. 
 In the event of the termination of the Plan, no additional vesting shall accrue on a Participant’s behalf after the termination date.
In accordance with Code Section 409A, termination of the Plan shall not, by itself, create a distribution event. 
 Upon
termination of the Plan, distribution of benefits shall be made to Participants and Beneficiaries in the same manner and at the same time as described in the Plan, unless one of the following termination events occurs, in which case, all such
amounts shall be distributed in a lump sum upon termination, or upon the earliest date allowable under Code Section 409A: 
 (a) the Company’s termination and liquidation of the Plan within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court
pursuant to 11 U.S.C. Section 503(b)(1)(A); 
 (b) the Company’s termination and liquidation of the
Plan pursuant to irrevocable action taken by the Company within the thirty (30) days preceding or twelve (12) months following a change of control event (within the meaning of Code Section 409A), provided that all agreements, methods,
programs, and other arrangements sponsored by the Company or an affiliated entity that are aggregated under Code Section 409A are terminated and liquidated with respect to each Participant that experiences the change in control event; or

 (c) the Company’s termination and liquidation of the Plan, provided that (1) the termination and
liquidation does not occur proximate to a downturn in the financial health of the Company; (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated
under Code Section 409A if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements sponsored by the Company that are terminated and liquidated; (3) no payments in
liquidation of the Plan are made within twelve (12) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would have been payable absent the termination and
liquidation; and (4) the Company does not adopt a new plan that would be aggregated with any terminated and liquidated plan under Code Section 409A if the same Participant participated in both plans, at any time within three (3) years
following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan. 
 8.5
Distribution Upon Termination of the Plan. Upon termination of the Plan, no further contributions that have not accrued as of the termination date shall be made under the Plan. Each Participant’s Account at the time of termination shall
continue to be governed by the terms of the Plan until fully distributed in accordance with the terms of the Plan. 
  

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 ARTICLE 9 – THE TRUST 
 9.1 Establishment of Trust. The Company may, but is not required to, establish a trust, or use an existing trust, to hold amounts
which the Company may contribute from time to time to correspond to some or all amounts credited to Participants under Section 4.1. If the Company elects to establish a trust, the provisions of Sections 9.2 and 9.3 shall be operative.

 9.2 Grantor Trust. The Company may establish a trust, or use an existing trust, between the Company and a trustee
pursuant to a separate written trust agreement. Any such trust shall be created as a grantor trust under the Code Sections 671-678, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed
to the trust. In the event that the Company establishes such a trust or uses an existing trust, the Company shall be under no obligation to place assets in such trust to secure the Company’s payment obligations under the Plan. 
 9.3 Investment of Trust Funds. Any amounts contributed to a trust described in this Article 9 may be invested by the trustee in
accordance with the provisions of the trust agreement and the instructions of the Administrator or the Company. Trust investments need not reflect the hypothetical investments selected by Participants under Section 5.1 for the purpose of
adjusting Account balances, and the investment results of the trust shall not affect the hypothetical investment adjustments to Accounts under the Plan. 
 9.4 Participants’ Rights under a Trust. The assets of any trust hereunder shall be held for the benefit of the Participants in accordance with the terms of the Plan and the trust agreement.
The assets of the trust shall remain subject to the claims of the general creditors of the Company, and the rights of the Participants to the amounts in the trust shall be limited in the event that the Company becomes insolvent. No Participant or
Beneficiary shall have any preferred claim to, or any beneficial ownership interest in, any assets of the trust fund. 
  

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 ARTICLE 10 – MISCELLANEOUS 
 10.1 Unsecured General Creditor of the Company. Participants and their Beneficiaries, heirs, successors and assigns shall have no
legal or equitable rights, interests or claims in any property or assets of the Company as the result of participating in the Plan. For purposes of the payment of benefits under the Plan, any and all of the Company’s assets shall be, and shall
remain, the general, unpledged, unrestricted assets of the Company, and as such, shall remain subject to the claims of the general creditors of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay compensation in the future. 
 10.2 Limitation of Rights. Nothing in this plan shall be
construed to: 
 (a) Give any individual who is employed by the Company any right to be a Participant unless and
until such person is selected under the terms of the Plan; 
 (b) Give any Participant any rights, other than as
an unsecured general creditor of the Company; 
 (c) Limit in any way the right of the Company to terminate an
Eligible Employee’s employment; 
 (d) Give a Participant or any other person any interest in any trust,
fund or in any specific asset of the Company; or 
 (e) Be evidence of any agreement or understanding, express or
implied, that the Company will employ a Participant in any particular position, at any particular rate of remuneration, or for any particular time period. 
 10.3 The Company’s Liability. The Company’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements, and form and timing of
payment elections, as entered into between a Participant and the Company under the Plan. The Company shall have no obligation or liability to a Participant under the Plan except as provided by the Plan. 
 10.4 Satisfaction of Benefit Obligation. The Company may, but is not obligated, to purchase an annuity or other insurance/financial
product to satisfy the payment of benefit obligations for some or all of the Participants under the Plan. In the event that such an annuity or other product is utilized and a Participant or his Beneficiary has received the benefits entitled under
the Plan from such annuity or other product, then such benefit obligation under the Plan shall be considered satisfied. Any annuity or other product used to provide funding under the Plan shall be an asset of the Company, and no Participant shall
have any beneficial ownership interest in such asset of the Company. 
 In order to meet its contingent obligations under the
Plan, the Company shall not set aside any assets or otherwise create any type of fund in which any Participant (or any person claiming under such Participant) has an interest other than that of an unsecured general

  

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creditor of the Company or that would provide any Participant, or any person claiming under such Participant, with a legally enforceable right to priority over any general creditor of the Company
in the event that the Company becomes insolvent. 
 10.5 Spendthrift Provision. No amount payable or to become payable
from the Plan will be subject to: (a) anticipation or assignment by any person entitled to receive benefits under the Plan; (b) attachment by, interference with, or control of any creditor of any person entitled to receive benefits under
the Plan; or (c) being taken or reached by any legal or equitable process in satisfaction of any debt or liability of any person entitled to receive benefits under the Plan. Any attempted conveyance, transfer, assignment, mortgage, pledge, or
encumbrance of the Plan, any part of it or any interest in it, by any person entitled to receive benefits under the Plan prior to distribution will be void, regardless of whether that conveyance, transfer, assignment, mortgage, pledge, or
encumbrance is intended to be effective before or after any distribution of benefits under the Plan. In addition, the Administrator shall not recognize any conveyance, transfer, assignment, mortgage, pledge or encumbrance by any person entitled to
receive benefits under the Plan, and shall not pay any amount to any creditor or assignee of such person for any cause whatsoever. However, this Section 10.6 shall not affect the provisions of Section 10.1 regarding the claims of general
creditors of the Company. 
 In the event that any Participant’s or Beneficiary’s benefits hereunder are attempted to
be garnished or attached by order of any court, the Company, in its discretion, may bring an action or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan.

 10.6 Incapacity of Participant or Beneficiary. If the Administrator determines, in its discretion, that any
Participant or Beneficiary to whom a payment is payable under the Plan is unable to care for his affairs because of illness or accident or is under a legal disability, any payment due (unless a prior claim therefore shall have been made by a duly
appointed legal representative), at the discretion of the Administrator, may be paid to the spouse, child, parent, sibling of such Participant or Beneficiary or to any person whom the Administrator has determined has incurred expense for such
Participant or Beneficiary. In the event that a guardian, conservator or other person legally vested with the care of any person receiving a benefit under the Plan is appointed by a court of competent jurisdiction, payments shall be made to such
guardian, conservator or other person, provided that proper proof of appointment is furnished in a form and manner acceptable to the Administrator. Any payment made in accordance with this Section 10.7 shall be a complete discharge of the
obligations of the Company under the Plan. 
 10.7 Waiver. No term or condition of the Plan shall be deemed to have been
waived, nor shall there be an estoppel against the enforcement of any provision of the Plan, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

  

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 10.8 Notices. Any notice or other communication in connection with the Plan shall be
deemed delivered in writing if addressed as provided below and if either actually delivered at said address or, in the case of a letter, five (5) business days shall have elapsed after the same shall have been deposited in the U.S. mails,
first-class postage prepaid and registered or certified: 
 (a) The Company or Administrator – If the
notice is sent to the Company or Administrator, it must be sent to the then-current corporate headquarters address of the Company, provided that the envelope includes “Attn: Benefits Department – Human Resources”; or 
 (b) Participant – The mailing or electronic address of the Participant as reflected in the then-current records
of the Company. Each Participant is responsible for ensuring that the Company or Administrator has the Participant’s current mailing address under the procedure for updating mailing addresses utilized by the Company or Administrator.

 10.9 Tax Withholding. The Company shall have the right to deduct from all payments or deferrals made under the Plan
any tax required by law to be withheld. If the Company concludes that tax is owing with respect to any deferral or payment hereunder, the Company shall withhold such amounts from any payments due the Participant, as permitted by law, or otherwise
make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. A tax, for purposes of this Section 10.10 means any federal, state, local or any other governmental income tax, employment or payroll
tax, excise tax, or any other tax or assessment that is owed with respect to amounts deferred (and any earnings thereon) and any payments made to Participants under the Plan. 
 With respect to deferred compensation elections under the Plan, the Company shall withhold the required share of FICA, FUTA and other
applicable employment and payroll taxes from the other non-deferred compensation of an Eligible Employee who is a Participant. These required payroll taxes shall be withheld at the same time that the deferred compensation contributions are credited
to his Account. 
 10.10 Governing Law. The Plan will be construed, administered and enforced according to ERISA, the
Code and other controlling federal law, and to the extent not preempted thereby, the laws of the State of Texas without regard to its conflicts of law principles. 
 10.11 Intention to Comply with Code Section 409A. The Plan is intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with,
or exempt from, the application of Code Section 409A. It is intended that since January 1, 2009, the Plan will comply with provisions of Code Section 409A and the final regulations and other authoritative guidance thereunder. It is
also intended that during the period beginning January 1, 2005 and ending December 31, 2008, the Plan was operated in reasonable good faith compliance with the provisions of Code Section 409A and the interim authoritative guidance
thereunder. If any provision of the

  

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Plan would cause a Participant to incur any additional tax or interest under Code Section 409A, the Company may reform such provision to comply with Code Section 409A to the maximum
extent permitted under Code Section 409A as determined by the Company. 
 ARTICLE 11 – PLAN ADMINISTRATION

 11.1 Powers and Responsibilities of the Administrator. The Administrator has the full power, full discretion and
the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of applicable law. The Administrator’s powers and responsibilities include, but are not limited to, the following:

 (a) To make and enforce such rules and procedures as it deems necessary or proper for the efficient
administration of the Plan; 
 (b) To interpret the Plan, its interpretation thereof in good faith to be final
and conclusive on all persons claiming benefits under the Plan; 
 (c) To decide all questions concerning the
Plan and the eligibility of any person to participate in the Plan; 
 (d) To administer the claims and review
procedures specified in Section 11.3, including determining all facts pertaining to a claim; 
 (e) To
compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan; 
 (f) To determine the person or persons to whom such benefits will be paid; 
 (g) To authorize the payment of benefits; 
 (h) To comply with the reporting and disclosure
requirements of Part 1 of Subtitle B of Title I of ERISA; 
 (i) To appoint such agents, counsel, accountants,
and consultants as may be required to assist in administering the Plan; 
 (j) By written instrument, to allocate
and delegate its responsibilities hereunder to designated persons or entities, including without limitation, to employees of the Company; and 
 (k) To address and resolve any and all matters that may arise with regard to the Plan and its administration. 
 11.2 Interpretation of the Plan. The Administrator shall interpret, construe and construct the Plan, including correcting any defect, supplying any omission or reconciling any inconsistency. The
Administrator shall have all powers necessary or appropriate to implement and administer the terms and provisions of the Plan, including the power to make findings of fact. The determination of the Administrator as to the proper interpretation,
construction, or application of any term or provision of the Plan shall be final, binding, and conclusive with respect to all Participants and other interested persons. 
 11.3 Claims and Review Procedures. Claims for Plan benefits and reviews of appeals of benefit claims arising under the Plan that have been denied or modified are to be processed in accordance with
written Plan claims procedures established by the Administrator and adopted by the Company. The Plan’s claims and appeal procedures shall be established and administered in accordance with the applicable requirements for such procedures under
ERISA. 
  

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 11.4 Plan Administrative Costs. Unless otherwise determined by the Administrator, all
reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Company. 
  

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 IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused the amended and restated Plan to be adopted on this 12th day of November, 2009, to be effective as of January 1, 2010. 
  

			
	ANADARKO PETROLEUM CORPORATION
		
	By: 	 	/s/ Julia A. Struble
		 	Julia A. Struble
		 	Vice President, Human Resources

  

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