exv10w2



 





Exhibit 10.2




ANADARKO
RETIREMENT RESTORATION PLAN




(As Amended and Restated Effective as of November 7, 2007)





 









 








Table of Contents




	 	 	 	 	 	 	 	 	 
	Description	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 
	Article I Purposes of the Plan	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	Article II Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	     2.01	 	Definitions	 	 	1	 
	 

	 	(a)
	 	Act
	 	 	1	 
	 

	 	(b)
	 	Actuarial Equivalent
	 	 	1	 
	 

	 	(c)
	 	Affiliated Entity
	 	 	1	 
	 

	 	(d)
	 	Beneficiary
	 	 	2	 
	 

	 	(e)
	 	Code
	 	 	2	 
	 

	 	(f)
	 	Committee
	 	 	2	 
	 

	 	(g)
	 	Company
	 	 	2	 
	 

	 	(h)
	 	Directors
	 	 	2	 
	 

	 	(i)
	 	Eligible Employee
	 	 	2	 
	 

	 	(j)
	 	Employee
	 	 	2	 
	 

	 	(k)
	 	Employer
	 	 	2	 
	 

	 	(l)
	 	Employment
	 	 	2	 
	 

	 	(m)
	 	Limitations
	 	 	2	 
	 

	 	(n)
	 	Participant
	 	 	2	 
	 

	 	(o)
	 	Plan
	 	 	2	 
	 

	 	(p)
	 	Plan Year
	 	 	2	 
	 

	 	(q)
	 	Retirement Plan
	 	 	3	 
	 

	 	(r)
	 	Separation from Service
	 	 	3	 
	 

	 	(s)
	 	Specified Employee
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	Article III Administration	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	      3.01	 	Composition of Administrative Committee	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	      3.02	 	Administration of Plan	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	      3.03	 	Action by Committee	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	      3.04	 	Delegation	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	      3.05	 	Reliance Upon Information	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	      3.06	 	Indemnity of Plan Administration Employee	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	Article IV Eligibility	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	Article V Amount of Benefit	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	      5.01	 	General Benefits	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	      5.02	 	Supplemental Benefits	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	      5.03	 	Other Supplemental Benefits	 	 	6	 






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	Article VI Payment of Benefits	 	 	6	 
	 
	 	 	 	 	 	 
	      6.01

	 	Lump Sum Benefit
	 	 	6	 
	 
	 	 	 	 	 	 
	      6.02

	 	Payment Under Retirement Plan Before 2009
	 	 	7	 
	 
	 	 	 	 	 	 
	      6.03

	 	Specified Employees
	 	 	7	 
	 
	 	 	 	 	 	 
	Article VII Participant’s Rights and Nature of Plan	 	 	7	 
	 
	 	 	 	 	 	 
	Article VIII Amendment and Discontinuance	 	 	8	 
	 
	 	 	 	 	 	 
	Article IX Claims Procedure	 	 	9	 
	 
	 	 	 	 	 	 
	      9.01

	 	Filing a Claim
	 	 	9	 
	 
	 	 	 	 	 	 
	      9.02

	 	Denial of Claim
	 	 	9	 
	 
	 	 	 	 	 	 
	      9.03

	 	Reasons for Denial
	 	 	9	 
	 
	 	 	 	 	 	 
	      9.04

	 	Review of Denial
	 	 	9	 
	 
	 	 	 	 	 	 
	      9.05

	 	Decision Upon Review
	 	 	10	 
	 
	 	 	 	 	 	 
	      9.06

	 	Other Procedures
	 	 	10	 
	 
	 	 	 	 	 	 
	      9.07

	 	Finality of Determinations; Exhaustion of Remedies
	 	 	10	 
	 
	 	 	 	 	 	 
	      9.08

	 	Effect of Committee Action
	 	 	11	 
	 
	 	 	 	 	 	 
	Article X Miscellaneous	 	 	11	 
	 
	 	 	 	 	 	 
	      10.01

	 	Construction
	 	 	11	 
	 
	 	 	 	 	 	 
	      10.02

	 	Powers of the Company
	 	 	11	 
	 
	 	 	 	 	 	 
	      10.03

	 	Beneficiary Designations
	 	 	12	 
	 
	 	 	 	 	 	 
	      10.04

	 	Limitation of Rights
	 	 	12	 
	 
	 	 	 	 	 	 
	      10.05

	 	Distribution due to Qualified Domestic Relations Order
	 	 	13	 
	 
	 	 	 	 	 	 
	      10.06

	 	Nonalienation of Benefits
	 	 	13	 
	 
	 	 	 	 	 	 
	      10.07

	 	Facility of Payments
	 	 	13	 
	 
	 	 	 	 	 	 
	      10.08

	 	Withholding of Taxes
	 	 	13	 
	 
	 	 	 	 	 	 
	      10.09

	 	Adoption of Plan by Affiliated Entity
	 	 	14	 
	 
	 	 	 	 	 	 
	      10.10

	 	Waiver
	 	 	14	 
	 
	 	 	 	 	 	 
	      10.11

	 	Notice
	 	 	14	 
	 
	 	 	 	 	 	 
	      10.12

	 	Severability
	 	 	14	 
	 
	 	 	 	 	 	 
	      10.13

	 	Gender, Tense and Headings
	 	 	14	 
	 
	 	 	 	 	 	 
	      10.14

	 	Governing Law
	 	 	14	 






ii




 









 








ANADARKO RETIREMENT RESTORATION PLAN




(As Amended and Restated Effective as of November 7, 2007)




Article I

Purposes of the Plan




     The purposes of the Anadarko Retirement Restoration Plan (the “Plan”), as sponsored by
Anadarko Petroleum Corporation (the “Company”), are (i) to recognize the value to the Company of
the past and present services of the Eligible Employees and (ii) to encourage their continued
employment service by providing benefits for their future retirement security. The Plan was
created because of certain Limitations which are imposed on the Retirement Plan by the Code.



     The Plan is intended to constitute an unfunded “deferred compensation plan” characterized as a
“top-hat plan” 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 the Act. The Plan was originally effective
as of January 1, 1995, amended effective as of July 31, 2003, and is hereby amended and restated
generally effective as of November 7, 2007 (the “Effective Date”) except as may be otherwise noted
herein, primarily for the purposes of (i) incorporating changes required by Code Section 409A, (ii)
designating certain amounts held under the Plan as being exempt from the requirements of Code
Section 409A, and (iii) incorporating other desired changes into the Plan. The Plan is intended to
comply with the requirements of Code Section 409A for nonqualified deferred compensation plans and
is to be construed in accordance with Code Section 409A to avoid the imposition of any type of
taxation under Code Section 409A.



Article II

Definitions 




     2.01Definitions. Where the following words and phrases appear in this Plan they shall
have the respective meanings set forth below, unless their context clearly indicates to the
contrary.



          (a) Act. The Employee Retirement Income Security Act of 1974, as amended and the
regulations and other authority issued thereunder by the appropriate governmental authority.




          (b) Actuarial Equivalent. The equivalence of a benefit, as determined by an actuary
appointed by the Committee (“Actuary”), in terms of another benefit utilizing such assumptions as
in the aggregate represent the Actuary’s best estimate of equivalent value for the purpose for
which the determination is being made.




          (c) Affiliated Entity. An entity which is affiliated by common ownership or control with
the Company.




 









 








          (d) Beneficiary. Means the beneficiary or beneficiaries designated by the Participant, in
accordance with Section 10.03, to receive any amounts distributable under the Plan upon his
death.




          (e) Code. The Internal Revenue Code of 1986, as amended and the regulations and other
authority related thereto.




          (f) Committee. The Administrative Committee appointed by the Directors to administer the
Plan.




          (g) Company. Anadarko Petroleum Corporation or its successor in interest.




          (h) Directors. The Board of Directors of the Company or the Compensation and Benefits
Committee of the Board of Directors.




          (i) Eligible Employee. An Employee who participates in the Retirement Plan and whose
benefits are reduced by Limitations or whose taxable compensation has been reduced as a result of
an election by the Employee to defer compensation pursuant to a deferred compensation plan
maintained by an Employer.




          (j) Employee. An Employee as defined in the Retirement Plan.




          (k) Employer. The Company or an Affiliated Entity which has adopted the Plan.




          (l) Employment. Means that the individual is in employment as an Employee. In this
regard, neither the transfer of a Participant from employment by an Employer to employment by an
Affiliated Entity nor the transfer of a Participant from employment by an Affiliated Entity to
employment by an Employer shall be deemed to be a Separation from Service by the Participant.




          (m) Limitations. The aggregate of the limitations imposed under Code Sections 401(a)(17)
and 415 plus any amounts deferred as the result of an election by an Employee to defer compensation
pursuant to a deferred compensation plan maintained by an Employer.




          (n) Participant. Any Eligible Employee who has been designated by the Committee to
participate in the Plan or any other individual who has an accrued benefit under the Plan which has
not been fully distributed.




          (o) Plan. The Anadarko Retirement Restoration Plan, as it may be amended from time to
time.




          (p) Plan Year. The twelve consecutive month period commencing on January 1 of each year.




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          (q) Retirement Plan. The Anadarko Retirement Plan, as amended from time to time.




          (r) Separation from Service. The Participant’s separation from service with the Employer
and all Affiliated Entities, within the meaning of Code Section 409A.




          (s) Specified Employee. Any Participant who is a “Specified Employee” (as defined in Code
Section 409A) upon his Separation from Service, as determined by the Company or the Committee.




Article III

Administration




     3.01 Composition of Administrative Committee. The administrative committee shall be
comprised of such Employees as chosen by the Directors to constitute such committee (the
“Administrative Committee” or “Committee”). Each member of the Committee shall serve at the
pleasure of the Directors, and the Directors may remove or replace a member of the Committee
pursuant to procedures established by the Directors.



     A member of the Committee may also be a Participant. A member of the Committee who is also a
Participant shall not vote or otherwise act on any matter relating solely to himself.



     The members of the Committee shall not receive any special compensation for serving in their
capacities as members of the Committee but shall be reimbursed by the Company for any reasonable
expenses incurred in connection therewith. No bond or other security need be required of the
Committee or any member thereof.



     3.02 Administration of Plan. The Committee shall operate, administer, interpret, construe
and construct the Plan, including correcting any defect, supplying any omission or reconciling any
inconsistency. The Committee 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 Committee 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.



     3.03 Action by Committee. A majority of the members of the Committee shall constitute a
quorum for the transaction of business, and the vote of a majority of those members present at any
meeting at which a quorum is present shall decide any question brought before the meeting and shall
be the act of the Committee. In addition, the Committee may take any other action otherwise proper
under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.



3









 





     3.04 Delegation. The Committee may, in its discretion, delegate one or more of its duties
to its designated agents or to an Employee, but it may not delegate its authority to make the
determinations specified in Section 3.02.



     3.05 Reliance Upon Information. No member of the Committee shall be liable for any
decision, action, omission, or mistake in judgment, provided that he acted in good faith in
connection with the administration of the Plan. Without limiting the generality of the foregoing,
any decision or action taken by the Committee (or member thereof) in reasonable reliance upon any
information supplied to it by the Directors, any Employee, the Employer’s legal counsel, the
Employer’s independent accountants or the Actuary, shall be deemed to have been taken in good
faith.



     The Committee (or an individual member thereof) may consult with legal counsel, who may be
counsel for the Employer or other counsel, with respect to its obligations or duties hereunder, or
with respect to any action, proceeding or question at law, and shall not be liable with respect to
any action taken or omitted, in good faith, pursuant to the advice of such counsel.



     3.06 Indemnity of Plan Administration Employee. To the full extent permitted by law, the
Company shall defend, indemnify and hold harmless each past, present and future member of the
Committee and each other Employee who acts in the capacity of an agent, delegate or representative
of the Committee under the Plan (hereafter, all such indemnified persons shall be jointly and
severally referred to as “Plan Administration Employee”) against, and each Plan Administration
Employee shall be entitled without further act on his part to indemnity from the Company for, any
and all losses, claims, damages, judgments, settlements, liabilities, expenses and costs (and all
actions in respect thereof and any legal or other costs and expenses in giving testimony or
furnishing documents in response to a subpoena or otherwise), including the cost of investigating,
preparing or defending any pending, threatened or anticipated action, claim, suit or other
proceeding, whether or not in connection with litigation in which the Plan Administration Employee
is a party (collectively, the “Losses”), as and when incurred, directly or indirectly, relating to,
based upon, arising out of, or resulting from his being or having been a Plan Administration
Employee; provided, however, that such indemnity shall not include any Losses incurred by such Plan
Administration Employee with respect to any matters as to which he is finally adjudged in any such
action, suit or proceeding to have been guilty of gross negligence or intentional misconduct in the
performance of his duties as a Plan Administration Employee. The foregoing right of
indemnification shall be in addition to any liability or obligation that any Employer may otherwise
have to the Plan Administration Employee, and shall be in addition to all other rights to which the
Plan Administration Employee may be entitled as a matter of law, contract, or otherwise.



     The Plan Administration Employee shall have the right to retain counsel of its own choice to
represent him, provided that such counsel is acceptable to the Employer (which acceptance shall not
be unreasonably withheld). The Company shall pay the fees and expenses of such counsel, and such
counsel shall to the full extent consistent with its professional responsibilities cooperate with
the Employer and its counsel. The rights of



4









 







indemnification under this Section 3.06 shall inure to the benefit of the successors
and assigns, and the heirs, executors, administrators and personal representatives of each Plan
Administration Employee, shall be in addition to any liability or obligation that any Employer may
otherwise have to the Plan Administration Employee and shall be in addition to all other rights to
which the Plan Administration Employee may be entitled as a matter of law, contract, or otherwise.



Article IV

Eligibility




     Before the start of a Plan Year, or at any other time and from time to time, the Committee, in
its sole discretion, shall designate the Participants and the effective date and other terms and
conditions of participation; provided, however, an Employee may be a Participant only if the
Committee determines that such individual is “a member of a select group of management or highly
compensated employees” of the Employer within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of the Act.



Article V

Amount of Benefit




     5.01 General Benefits. The benefits payable under this Plan to a Participant (or
Beneficiary thereof) shall be paid at the time and in the manner described in Article VI
based upon an amount equal to the Actuarial Equivalent of the excess, if any of (a) over (b),
where:




	 	(a)	 	is the benefit that would have been payable to such
Participant or Beneficiary under the Retirement Plan if the provisions of the
Retirement Plan were administered without regard to the Limitations; and
	 
	 	(b)	 	is the benefit, if any, that is in fact payable to such
Participant or Beneficiary under the Retirement Plan.






Benefits determined under this Section 5.01 shall be computed by the
Actuary in accordance with the foregoing and with the objective that such recipient
should receive under the Plan and the Retirement Plan that total aggregate amount
which would have been payable to that recipient solely under the Retirement Plan
but without regard to imposition of the Limitations. The benefits provided under
this Plan shall be subject to the same vesting schedule that applies to the
Participant under the Retirement Plan, and he shall thus vest hereunder on the same
terms as provided in the Retirement Plan but subject to Schedule A.



     5.02 Supplemental Benefits. In the case of a Participant who would have been entitled to
supplemental benefits under the Retirement Plan but for the fact that his compensation for the
calendar year ending December 31, 2002 exceeded the $200,000 limit under the terms of the
Retirement Plan, such Participant shall be entitled to a



5









 







supplemental benefit under this Plan as determined in accordance with the formula described in
this Section 5.02.



     If the Employment of a Participant is terminated and (1) such termination is designated by the
Employer, in its sole discretion, as being part of a “reduction in force program,” (2) the
Participant’s designated termination date occurs on or after July 31, 2003 and on or before
December 31, 2003, and (3) as of the designated termination date, the Participant had attained the
age of 45, completed 5 or more years of Vesting Service (as defined in the Retirement Plan) and the
sum of the Participant’s age and Vesting Service equals or exceeds 60, such Participant will
qualify for an early retirement benefit under the Retirement Plan commencing as of his Normal
Retirement Date (as defined in the Retirement Plan) or as of the first day of the first month
coinciding with or next following the date he attains the age of 55 or the first date of any
subsequent month pursuant to the terms of the Retirement Plan, reduced as described under the
Retirement Plan. Such Participant’s Annuity Starting Date (as defined in the Retirement Plan)
shall be as described under the Retirement Plan. A Participant who satisfied the conditions in
clauses (1), (2), and (3) of the previous sentence shall not be eligible for the supplemental
benefit under the Retirement Plan if his compensation for the calendar year ending December 31,
2002 exceeded the $200,000 limit under the terms of the Retirement Plan, and thus such Participant
shall receive the Actuarial Equivalent of such supplemental benefits under this Plan in the manner,
and at the time, as prescribed in Article VI.



     5.03 Other Supplemental Benefits. Upon Separation from Service, the Company shall pay or
cause to be paid to such Participant (or his Beneficiary) other supplemental benefits as determined
by the Directors and contained in any other Employer-provided plan or program or in the
Participant’s employment contract or other agreement with the Employer; provided that such
supplemental benefits for each Participant entitled to such other supplemental benefits are set
forth on Schedule A attached and incorporated into this Plan for all purposes (which may be
amended or supplemented from time to time), including the amount, type, and terms and conditions of
such other supplemental benefits. Other supplemental benefits under this Section 5.03
shall be vested and nonforfeitable to the extent provided in the applicable Employer-paid plan or
program, the Participant’s employment contract or other agreement with the Employer, or as set
forth on Schedule A to the Plan. Notwithstanding the foregoing, this Section 5.03
shall not be construed to provide duplicate other supplemental benefits under the Plan, or under
any such applicable Employer-provided plan or program, or the Participant’s employment contract or
other agreement with the Employer, or as set forth on Schedule A to the Plan, to or on
behalf of any Participant or Beneficiary.



Article VI

Payment of Benefits




     6.01 Lump Sum Benefit. Subject to Sections 6.02 and 6.03, the form of the benefits
payable under Article V shall be a cash lump sum payment that is made within ninety (90)
days after the date of the Participant’s Separation from Service.



6









 





     6.02 Payment Under Retirement Plan Before 2009. If a Participant (a) incurs a Separation
from Service after December 31, 2004 and (b) receives or commences receipt of any pension benefits
payment under the Retirement Plan at any time before January 1, 2009, such Participant (or his
Beneficiary) shall receive his benefits under this Plan in a cash lump sum payment that is made
within ninety (90) days from the date that benefits are paid, or commence to be paid, under the
terms of the Retirement Plan. If a Participant (a) incurs a Separation from Service after December
31, 2004 and (b) does not receive or commence receipt of any pension benefits payment under the
Retirement Plan at any time before January 1, 2009, such Participant (or his Beneficiary) shall
receive his benefits under this Plan in a cash lump sum payment that is made within ninety (90)
days after December 31, 2008.If a Participant incurs a Separation from Service before January 1,
2005, such Participant (or his Beneficiary) shall receive his benefits under this Plan in a cash
lump sum payment within ninety (90) days from the date that benefits are paid, or commence to be
paid, under the terms of the Retirement Plan, regardless of whether or not such benefits are paid,
or commence to be paid, under the Retirement Plan before January 1, 2009.



     6.03 Specified Employees. Notwithstanding anything in this Plan to the contrary, if the
payment of any benefit under this Article VI would be subject to taxation under Code
Section 409A because the timing of such payment is not delayed to the extent required under Code
Section 409A for a Specified Employee upon his Separation from Service, then if the Participant is
a Specified Employee, any such payment that the Participant would otherwise be entitled to receive
during the first six (6) months following his Separation from Service shall be accumulated and
paid, within ninety (90) days after the date that is six months following the date of his
Separation from Service, or such earlier date upon which such amount can be paid or provided under
Code Section 409A without being subject to such additional taxes and interest such as, for example,
due to the death of Participant.



Article VII

Participant’s Rights and Nature of Plan




     Benefits payable under the Plan shall be a general, unsecured obligation of the Company to be
paid by the Company from its own general assets, and such payments shall not (a) impose any
obligation upon the Retirement Plan; (b) be paid by the Retirement Plan; or (c) have any effect
whatsoever upon the Retirement Plan or the payment of benefits under the Retirement Plan. No
Participant or his Beneficiary shall have any title to or beneficial ownership in any assets which
the Company may earmark to pay benefits hereunder.



     No amounts in respect of such benefits are required to be set aside or held in trust, and no
recipient of any benefits shall have any right to have the benefit paid out of any particular
assets of the Company; provided, however, nothing herein shall be construed to prevent a transfer
of funds to a grantor trust (pursuant to applicable Code provisions) for the purpose of paying any
benefits under this Plan. Any grantor trust established by the Company for benefits under this
Plan shall be subject to the claims of the Company’s general and unsecured creditors in the event
that the Company becomes insolvent. The



7









 







Company intends that any such grantor trust shall constitute an unfunded arrangement and thus
not affect, in any way, the status of this Plan as an unfunded plan that is maintained to provide
deferred compensation for a select group of management or highly compensated employees for purposes
of Title I of the Act.



Article VIII

Amendment and Discontinuance




     The Directors or Committee may, in their absolute discretion, from time to time, amend,
suspend or terminate in whole or in part, and if terminated, reinstate any or all of the provisions
of this Plan, except that no amendment, suspension or termination may apply so as to reduce the
payment to any Participant (or Beneficiary) of any benefit under this Plan that was earned and
accrued prior to the effective date of such amendment, suspension or termination, unless the
particular Participant (or Beneficiary) consents to such reduction in writing.



     Notwithstanding the immediately preceding paragraph, the Plan may be amended by the Directors
or the Committee at any time 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 in Sections 201(2), 301(a)(3), and 401(a)(1) of the Act, or the requirements
of the Code for nonqualified 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.



     Upon termination of the Plan, distribution of benefits shall be made to Participants and
Beneficiaries, as applicable, in the manner and at the time 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: (1) 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); (2) 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 in control event (within the meaning of Code Section 409A), provided that all
agreements, methods, programs, and other arrangements sponsored by the Company that are aggregated
under Code Section 409A are terminated and liquidated with respect to each Participant or
Beneficiary who experiences the change in control event; or (3) the Company’s termination and
liquidation of the Plan, provided that (a) the termination and liquidation does not occur proximate
to a downturn in the financial health of the Company, (b) 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, (c) 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



8









 







payments that would have been payable absent the termination and liquidation, and (d) 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.



Article IX

Claims Procedure




     9.01 Filing a Claim. A Participant or his authorized representative may file a claim for
benefits under the Plan (hereafter, referred to as a “Claimant”). Any claim must be in writing and
submitted to the Committee at such address as may be specified from time to time. Claimants will
be notified in writing of approved claims, which will be processed as claimed. A claim is
considered approved only if its approval is communicated in writing to the Claimant.



     9.02 Denial of Claim. In the case of the denial of a claim respecting benefits paid or
payable with respect to a Participant, a written notice will be furnished to the Claimant within 90
days of the date on which the claim is received by the Committee. If special circumstances (such
as for a hearing) require a longer period, the Claimant will be notified in writing, prior to the
expiration of the 90-day period, of the reasons for an extension of time; provided, however, that
no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.



     9.03 Reasons for Denial. A denial or partial denial of a claim will be dated and signed by
the Committee and will clearly set forth:



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




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




          (c) a description of any additional material or information necessary for the Claimant to
perfect the claim and an explanation of why such material or information is necessary; and




          (d) an explanation of the procedure for review of the denied or partially denied claim set
forth below, including the claimant’s right to bring a civil action under Section 502(a) of the Act
following an adverse benefit determination on review.




     9.04 Review of Denial. Upon denial of a claim, in whole or in part, the Claimant or his
duly authorized representative will have the right to submit a written request to the Committee for
a full and fair review of the denied claim by filing a written notice of appeal with the Committee
within 60 days of the receipt by the Claimant of written notice of the denial of the claim. A
Claimant or the Claimant’s authorized representative will have, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to the
Claimant’s claim for benefits and may submit issues and comments in writing. The review will take
into



9









 







account all comments, documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted or considered in
the initial benefit determination.



     If the Claimant fails to file a request for review within 60 days of the denial notification,
the claim will be deemed abandoned and the Claimant precluded from reasserting it. If the Claimant
does file a request for review, his request must include a description of the issues and evidence
he deems relevant. Failure to raise issues or present evidence on review will preclude those
issues or evidence from being presented in any subsequent proceeding or judicial review of the
claim.



     9.05 Decision Upon Review. The Committee will provide a prompt written decision on review
to the Claimant. If the claim is denied on review, the decision shall set forth:



          (a) the specific reason or reasons for the adverse determination;




          (b) specific reference to pertinent Plan provisions on which the adverse determination is
based;




          (c) a statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to the
Claimant’s claim for benefits; and




          (d) a statement describing any voluntary appeal procedures offered by the Plan and the
Claimant’s right to obtain the information about such procedures, as well as a statement of the
Claimant’s right to bring an action under Section 502(a) of the Act.




     A decision will be rendered no more than 60 days after the Committee’s receipt of the request
for review, except that such period may be extended for an additional 60 days if the Committee
determines that special circumstances (such as for a hearing) require such extension. If an
extension of time is required, written notice of the extension will be furnished to the Claimant
before the end of the initial 60-day period.



     To the extent of its responsibility to review the denial of benefit claims, the Committee will
have full authority to interpret and apply in its discretion the provisions of the Plan. The
decision of the Committee will be final and binding upon any and all Claimants, including, but not
limited to, the Participant and any other individual making a claim through him.



     9.06 Other Procedures. Notwithstanding the foregoing, the Committee may, in its
discretion, adopt different procedures for different claims without being bound by past actions.
Any procedures adopted, however, shall be designed to afford a Claimant a full and fair review of
his claim and shall comply with applicable regulations under the Act.



     9.07 Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law,
decisions reached under the claims procedures set forth in this Article IX shall be final
and binding on all parties. No legal action for benefits under the



10









 







Plan shall be brought unless and until the Claimant has exhausted his remedies under this Section.
In any such legal action, the Claimant may only present evidence and theories which the Claimant
presented during the claims procedure. Any claims which the Claimant does not in good faith pursue
through the review stage of the procedure shall be treated as having been irrevocably waived.
Judicial review of a Claimant’s denied claim shall be limited to a determination of whether the
denial was an abuse of discretion based on the evidence and theories the Claimant presented during
the claims procedure. Any suit or legal action initiated by a Claimant under the Plan must be
brought by the Claimant no later than one year following a final decision on the claim for benefits
by the Committee. The one-year limitation on suits for benefits will apply in any forum where a
Claimant initiates such suit or legal action.



     9.08 Effect of Committee Action. The Plan shall be interpreted by the Committee in
accordance with the terms of the Plan and their intended meanings. However, the Committee shall
have the discretion to make any findings of fact needed in the administration of the Plan, and
shall have the discretion to interpret or construe ambiguous, unclear or implied (but omitted)
terms in any fashion they deem to be appropriate in their sole judgment. The validity of any such
finding of fact, interpretation, construction or decision shall not be given de novo review if
challenged in court, by arbitration or in any other forum, and shall be upheld unless clearly
arbitrary or capricious. To the extent the Committee has been granted discretionary authority
under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise
its authority in a like fashion thereafter. If, due to errors in drafting, any Plan provision does
not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other
evidence of intent, or as determined by the Committee in it sole and exclusive judgment, the
provision shall be considered ambiguous and shall be interpreted by the Committee in a fashion
consistent with its intent, as determined by the Committee in its sole discretion. The Committee
may amend the Plan retroactively to cure any such ambiguity. This Section 9.08 may not be
invoked by any person to require the Plan to be interpreted in a manner which is inconsistent with
its interpretation by the Committee. All actions taken and all determinations made in good faith
by the Committee shall be final and binding upon all persons claiming any interest in or under the
Plan.



Article X

Miscellaneous




     10.01 Construction. The Plan is (a) an unfunded plan which is not intended to meet the
qualification requirements of Code Section 401(a), and (b) designed to provide benefits to
Participants after the Limitations are exceeded. All terms and provisions of the Plan shall be
construed and constructed in accordance with such intent.



     10.02 Powers of the Company. The existence of outstanding and unpaid benefits under the
Plan shall not affect in any way the right or power of the Employer to make or authorize any
adjustments, recapitalization, reorganization or other changes in the Employer’s capital structure
or in its business, or any merger or consolidation of the Employer, or any issue of bonds,
debentures, common or preferred stock, or the



11









 







dissolution or liquidation of the Employer, or any sale or transfer of all or any part of
their assets or business, or any other act or corporate proceeding, whether of a similar character
or otherwise.



     10.03 Beneficiary Designations. The Beneficiary designation for a Participant shall be the
same as his Beneficiary designation under the Retirement Plan. If no valid Beneficiary
designation exists at the time of the Participant’s death under the Retirement Plan, then the
designation of a Beneficiary will follow the default provisions of the Retirement Plan if the
Participant is a participant in the Retirement Plan at the time of his death.



     In the event an Eligible Employee, upon becoming a Participant, is not a participant in the
Retirement Plan, he may file with the Committee (or its delegate) a designation of one or more
Beneficiaries to whom benefits otherwise payable to the Participant shall be made prior to the
complete distribution of his benefits under the Plan. Such a Beneficiary designation shall be on
the form prescribed by the Committee and shall be effective when received and accepted by the
Committee. A Participant who is not a participant in the Retirement Plan may, from time to time,
revoke or change his Beneficiary designation by filing a new designation form with the Committee.
The last valid designation received by the Committee shall be controlling; provided, however, that
no Beneficiary designation, or change or revocation thereof, shall be effective unless received
prior to the Participant’s death, and shall not be effective as of a date prior to its receipt or
if the Participant is a participant in the Retirement Plan at the time of his death..



     If no valid Beneficiary designation exists at the time of the Participant’s death under the
foregoing provisions of this Section 10.03 or if no designated Beneficiary under this Plan
survives the Participant, or if such designation conflicts with applicable law, benefits shall be
paid to the Participant’s surviving lawful spouse, if any. If there is no surviving spouse, then
payment of benefits shall be made to the executor or administrator of the Participant’s estate, or
if there is no administration on Participant’s estate, in accordance with the laws of descent and
distribution. If the Committee is in doubt as to the right of any person to receive such amount,
it may direct that the amount 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.



     10.04 Limitation of Rights. Nothing in this Plan shall be construed to:



          (a) Give any individual who is an Employee any right to be a Participant unless and until such
person has been designated as such by the Committee;




          (b) Give any Participant any rights, other than as an unsecured general creditor of the
Employer, with respect to any benefits accrued under the Plan until such amounts are actually
distributed to him;




          (c) Limit in any way the right of the Employer to terminate a Participant’s Employment with
the Employer;




12









 





          (d) Give a Participant or any other person any interest in any fund or in any specific asset
of the Employer;




          (e) Give a Participant or any other person any interests or rights other than those of an
unsecured general creditor of the Employer;




          (f) Be evidence of any agreement or understanding, express or implied, that the Employer will
employ a Participant in any particular position, at any particular rate of remuneration, or for any
particular time period; or




          (g) Create a fiduciary relationship between the Participant and the Directors Employer and/or
Committee.




     10.05 Distribution due to Qualified Domestic Relations Order. A distribution may be allowed
for a “qualified domestic relations order” (“QDRO”) as described in Code Section 414(p). The
Committee shall establish procedures to determine whether any domestic relations order submitted to
the Committee is a QDRO and to administer distributions under any valid QDROs. If the Committee,
in its discretion, determines a domestic relations order to be a QDRO, the Committee shall direct
payment hereunder as it deems necessary to comply with such QDRO.



     10.06 Nonalienation of Benefits. No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge the same will be void and without
effect. No right or benefit hereunder shall in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person entitled to such benefits. The previous sentence
shall not preclude (a) the Participant from designating a Beneficiary to receive any benefit
payable hereunder upon his death or (b) the executors, administrators, or other legal
representatives of the Participant or his estate from assigning any rights hereunder to the person
or persons entitled thereto.



     10.07 Facility of Payments. If the Committee determines that any person entitled to payment
under the Plan is physically or mentally incompetent to receive such payment, the Committee shall
direct the payment to the legal guardian or other personal representative of such person for the
use and benefit of such person. If the Committee for any reason is unable to determine with
reasonable certainty the proper person to pay pursuant to the immediately preceding sentence, the
Committee may direct that any amounts due hereunder be paid into a court of competent jurisdiction
in an interpleader proceeding for purposes of being directed by such court as to the proper
disposition of such amounts. Any such payment shall be a full and complete discharge of any
liability or obligation under the Plan.



     10.08 Withholding of Taxes. Participant hereby acknowledges and agrees that, as a result of
any (a) deferral under this Plan or (b) payment received under this Plan, the Participant is solely
responsible for any and all (i) federal, state and local income taxes and (ii) FICA and Medicare
taxes ordinarily paid by Participant as an Employee. The Employer is hereby authorized to withhold
from any amount payable hereunder any



13









 







applicable withholding taxes and to take such other action as may be necessary or desirable,
in the opinion of the Employer, to satisfy all obligations for the withholding and payment of such
taxes.



     10.09 Adoption of Plan by Affiliated Entity. Any Affiliated Entity may adopt the Plan with
the consent of the Directors or the Committee, effective as of the date specified therein. Any
Employer, other than the Company, which has adopted the Plan shall not be responsible for the
administration of the Plan.



     10.10 Waiver. No term or condition of this Plan shall be deemed to have been waived, nor
shall there be an estoppel against the enforcement of any provision of this 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.



     10.11 Notice. Any notice required or permitted to be given under this Plan shall be
sufficient if in writing and delivered via telecopier, messenger, or courier with appropriate proof
of receipt, or sent by U.S. registered or certified or registered mail, return receipt requested,
to the appropriate person or entity at the address last furnished by such person or entity. Such
notice shall be deemed given as of the date of delivery to the recipient or, if delivery is made by
U.S. mail, as of the date shown on the receipt for registration or certification.



     10.12 Severability. In the event that any provision of the Plan is declared invalid in a
final decree or order issued by a court of competent jurisdiction, such declaration shall not
affect the validity of the other provisions of the Plan which shall remain in full force and
effect.



     10.13 Gender, Tense and Headings. Whenever the context requires, words of the masculine
gender used herein shall include the feminine and neuter, and words used in the singular shall
include the plural. The words “hereof,” “hereunder,” “herein,” and similar compounds of the word
“here” shall refer to the entire Plan and not to any particular term or provision of the Plan.
Headings of Articles and Sections, as used herein, are inserted solely for convenience and
reference and shall not affect the meaning, interpretation or scope of the Plan.



     10.14 Governing Law. The Plan shall be subject to and governed by the laws of the State of
Texas (other than its laws relating to choice of laws), except to the extent preempted by ERISA,
the Code or other controlling federal law.



[Signature page follows.]




14









 








     IN WITNESS WHEREOF, Anadarko Petroleum Corporation has caused this amended and restated Plan
to be adopted and executed by its duly authorized officer, on this 13th day of November, 2007, to
be effective as of November 7, 2007.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ANADARKO PETROLEUM CORPORATION	 	 	 	ATTEST:
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Preston Johnson, Jr.
	 	 
	 	By:
	 	/s/ Lynn V. Moffett
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Preston Johnson, Jr.
	 	 	 	Name:
	 	Lynn V. Moffett
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	VP
	 	 	 	Title:
	 	HR Advisor
	 

	 	 
	 	 	 	 	 	 






15









 








Anadarko Retirement Restoration Plan




Schedule A



This Schedule A forms a part of the Anadarko Retirement Restoration Plan, as amended from time to
time (the “Plan”). The provisions of this Schedule A shall apply only to those Participants who
are named herewith.




Supplemental Benefits for Robert K. Reeves




Plan Supplemental Benefit



If Mr. Reeves remains employed by the Company at least until December 12, 2012 (attainment of age
55), then the benefit payable, as described in Section 5.01 of the Plan, shall be determined such
that his aggregate benefits under the Retirement Plan and the Plan, and any successors thereto
(collectively, the “Pension Plans”), are equal to the aggregate benefits to which he would have
been entitled under the Pension Plans, if his years of Credited Service (as such term is defined in
the Retirement Plan) with the Company (but not his age) were increased by five (“Retiree
Supplemental Benefit”). The Retiree Supplemental Benefit payable under this paragraph shall be
paid at the same time or times as Mr. Reeves’ benefit under the Plan.




Retiree Medical and Dental Supplemental Benefit



If Mr. Reeves remains employed by the Company at least until December 12, 2012 (attainment of age
55), then Mr. Reeves’ benefits under the Company’s retiree medical and dental plans shall be
determined as if his years of service with the Company were increased by five (“Medical
Supplemental Benefit”). Upon his Separation from Service, he will be entitled to receive a lump
sum payment under the Plan with the present value being computed by discounting to Mr. Reeves’ date
of termination, the projected Company paid retiree medical and dental premiums from his date of
termination through December 12, 2022 (attainment of age 65), (i.e., the value of the Company
subsidized portion of retiree medical and dental benefits) using a discount rate that is equivalent
to the interest rate used to determine lump sum distributions under the Plan. For purposes of the
aforementioned present value calculation, such calculation shall be performed by an accredited and
certified actuarial firm, as designated by the Company. The Medical Supplemental Benefit payable
under this paragraph shall be paid at the same time or times as Mr. Reeves’ benefit under the Plan.



If, at the time of Mr. Reeves’ termination of employment, the Company no longer provides subsidized
pre-65 retiree medical and dental benefits, then the aforementioned lump sum payment will not be
made. If, at the time of Mr. Reeves’ termination of employment, Mr. Reeves is otherwise eligible
for subsidized retiree medical and dental benefits, then the aforementioned lump sum payment will
not be made.




 









 




For purposes of this Schedule A, the additional years of service provided under the previous two
paragraphs are, collectively, referred to as the “Special Service Credit.”




Application of “Special Service Credit” due to Death, Disability or Termination Without
Cause



If Mr. Reeves’ employment with the Company is terminated due to death, disability or without cause
prior to December 12, 2012, then the Special Service Credit shall not be applicable. However, in
the case of disability, the Special Service Credit shall be applicable, if on December 12, 2012,
Mr. Reeves is accruing disability benefits under the Retirement Plan.




Application of “Special Service Credit” upon a Change of Control



If Mr. Reeves’ employment with the Company is terminated due to a Change of Control (“COC”), as
defined in Mr. Reeves’ Key Employee Change of Control Contract (the “COC Contract”), then the
Special Service Credit shall be applied as follows:





	•	 	If a termination of employment due to a COC occurs before December 12, 2012, then the
benefit payable, as described in Section 5.01 of the Plan, shall be determined such that
his aggregate benefits under the Pension Plans is equal to the aggregate benefits to which
he would have been entitled under the Pension Plans, if his years of Credited Service (as
such term is defined in the Retirement Plan) with the Company (but not his age) were
increased by two.




2









 











Supplemental Benefits for Robert A. Walker, Jr.




Plan Supplemental Benefit



If Mr. Walker remains employed by the Company at least until February 20, 2012 (attainment of age
55), then the benefit payable, as described in Section 5.01 of the Plan, shall be determined such
that his aggregate benefits under the Retirement Plan and the Plan, and any successors thereto
(collectively, the “Pension Plans”), are equal to the aggregate benefits to which he would have
been entitled under the Pension Plans, if his years of Credited Service (as such term is defined in
the Retirement Plan) with the Company (but not his age) were increased by eight (“Retiree
Supplemental Benefit”). The Retiree Supplemental Benefit payable under this paragraph shall be
paid at the same time or times as Mr. Walker’s benefit under the Plan.




Retiree Medical and Dental Supplemental Benefit



If Mr. Walker remains employed by the Company at least until February 20, 2012 (attainment of age
55), then Mr. Walker’s benefits under the Company’s retiree medical and dental plans shall be
determined as if his years of service with the Company were increased by eight (“Medical
Supplemental Benefit”). Upon his Separation from Service, he will be entitled to receive a lump
sum payment under the Plan with the present value being computed by discounting to Mr. Walker’s
date of termination, the projected Company paid retiree medical and dental premiums from his date
of termination through February 20, 2022 (attainment of age 65) (i.e., the value of the Company
subsidized portion of retiree medical and dental benefits) using a discount rate that is equivalent
to the interest rate used to determine lump sum distributions under the Plan. For purposes of the
aforementioned present value calculation, such calculation shall be performed by an accredited and
certified actuarial firm, as designated by the Company. The Medical Supplemental Benefit payable
under this paragraph shall be paid at the same time or times as Mr. Walker’s benefit under the
Plan.



If, at the time of Mr. Walker’s termination of employment, the Company no longer provides
subsidized pre-65 retiree medical and dental benefits, then the aforementioned lump sum payment
will not be made. If, at the time of Mr. Walker’s termination of employment, Mr. Walker is
otherwise eligible for subsidized retiree medical and dental benefits, then the aforementioned lump
sum payment will not be made.



For purposes of this Schedule A, the additional years of service provided under this Schedule A
are, collectively, referred to as the “Special Service Credit.”




Application of “Special Service Credit” due to Death, Disability or Termination Without
Cause



If Mr. Walker’s employment with the Company is terminated due to death, disability or without cause
prior to February 20, 2012, then the Special Service Credit shall not be applicable. However, in
the case of disability, the Special Service Credit shall be


3









 






applicable, if on February 20, 2012, Mr. Walker is accruing disability benefits under the
Retirement Plan.




Application of “Special Service Credit” upon a Change of Control



If Mr. Walker’s employment with the Company is terminated due to a Change of Control (“COC”), as
defined in Mr. Walker’s Key Employee Change of Control Contract (the “COC Contract”), then the
Special Service Credit shall be applied as follows:





	•	 	If a termination of employment due to a COC occurs before February 20, 2012, then the
benefit payable, as described in Section 5.01 of the Plan, shall be determined such that
his aggregate benefits under the Pension Plans is equal to the aggregate benefits to which
he would have been entitled under the Pension Plans, if his years of Credited Service (as
such term is defined under the Retirement Plan) with the Company (but not his age) were
increased by five.




4









 











Supplemental Benefits for James T. Hackett




Retiree Medical and Dental Supplemental Benefit



If Mr. Hackett remains employed by the Company at least until December 3, 2008, then the Special
Pension Service Crediting under section 3.4 of Mr. Hackett’s Employment Agreement, dated December
11, 2006, shall be applied toward determining Mr. Hackett’s eligibility for benefits under the
Company’s retiree medical and dental plans (“Medical Supplemental Benefit”). Upon his Separation
from Service, he will be entitled to receive a lump sum payment under the Plan with the present
value being computed by discounting to Mr. Hackett’s date of termination, the projected Company
paid retiree medical and dental premiums from his date of termination through February 3, 2019
(attainment of age 65), (i.e., the value of the Company subsidized portion of retiree medical and
dental benefits) using a discount rate that is equivalent to the interest rate used to determine
lump sum distributions under the Plan. For purposes of the aforementioned present value
calculation, such calculation shall be performed by an accredited and certified actuarial firm, as
designated by the Company. The Medical Supplemental Benefit payable under this paragraph shall be
paid at the same time or times as Mr. Hackett’s benefit under the Plan.



If, at the time of Mr. Hackett’s termination of employment, the Company no longer provides
subsidized pre-65 retiree medical and dental benefits, then the aforementioned lump sum payment
will not be made. If, at the time of Mr. Hackett’s termination of employment, Mr. Hackett is
otherwise eligible for subsidized retiree medical and dental benefits, then the aforementioned lump
sum payment will not be made.



For purposes of this Schedule A, the additional years of service above is referred to as the
“Special Service Credit.”




Application of “Special Service Credit” — Termination of Employment Prior to December 3,
2008



If Mr. Hackett’s employment with the Company is terminated due to death, disability, voluntary
resignation or termination for cause prior to December 3, 2008, then the Special Service Credit
shall not be applicable. However, in the case of disability, the Special Service Credit shall be
applicable, if on December 3, 2008, Mr. Hackett is accruing disability benefits under the
Retirement Plan. If Mr. Hackett’s employment with the Company is terminated due to Good Reason or
Without Cause (as defined in Mr. Hackett’s Employment Agreement), then the Special Service Credit
shall be applicable.




5









 





Application of “Special Service Credit” — Termination of Employment on or after December 3,
2008



In all termination scenarios, the Special Service Credit shall be applicable, except in the case of
Mr. Hackett’s voluntary resignation of employment or a termination for cause prior to February 3,
2009 (attainment of age 55).




Application of “Special Service Credit” upon a Change of Control



If Mr. Hackett’s employment with the Company is terminated due to a Change of Control (“COC”), as
defined in Mr. Hackett’s Employment Agreement, then the Special Service Credit shall be applicable.





6