Each Deferred Share or Deferred Stock Unit Award made under the Plan shall be for such number of Shares as shall be determined by the Committee and set forth in the agreement containing the terms of such Deferred Share or Deferred Stock Unit Award. Such agreement may set forth # a period of time during which the grantee must remain in the continuous employment of one or more Employers in order for the forfeiture and transfer restrictions to lapse and # performance or other conditions the satisfaction of which will result in the lapsing of any applicable forfeiture and transfer restrictions. If the Committee so determines, the restrictions may lapse during the period in which such time and performance conditions apply (the “Deferral Period”) in installments with respect to specified portions of the Shares covered by the Deferred Share or Deferred Stock Unit Award. The Committee may, at its discretion and in accordance with Section 16(A) hereof, waive all or any part of the restrictions applicable to any or all outstanding Deferred Shares or Deferred Stock Unit Awards.

[Earlier of Separation from Service or Specified Month & Year Option: As per your Form of Compensation Election you made for your annual deferred share award for ​ (“Election Form”), your deferred shares will become payable to you in [a lump-sum] [2 to 15 annual installments] in the month and year specified by you. The earliest date that a specific month and year distribution can be made is the one-year anniversary of the grant of the deferred shares. However, if you have a separation from service prior to the specified month and year, your distribution will commence within 30 days following your separation from service in the method of payment you elected. The deferred shares are subject to a one-year minimum holding period. Accordingly, in the event your separation from service occurs prior to the one-year anniversary of the date of grant of your deferred shares, your [deferred shares will be settled in a lump-sum within 30 days following the one-year anniversary of the grant date] [installments will commence within 30 days following the one-year anniversary of the grant date rather than your separation from service].]

Equity Compensation Deferrals—Deferred equity compensation shall be converted into RSUs representing DIRECTV common stock. The use of units is for recordkeeping purposes. Deferred equity compensation shall not be diversified into other hypothetical investments and only shares of DIRECTV stock shall be paid from the deferred equity compensation.

Rights of a Stockholder. Executive shall have no right to transfer, pledge, hypothecate or otherwise encumber Unit Awards or Deferred Dividend Shares. Once Unit Awards and Deferred Dividend Shares vest and the shares of common stock underlying those units or shares have been delivered, but not until such time and only with respect to the shares of common stock so delivered, Executive shall have the rights of a stockholder, including, but not limited to, the right to vote and to receive dividends.

Cash Dividends. Cash dividends paid on Shares shall be deemed to have been paid on the Shares allocated to each Participant’s Deferred Stock Account as if the allocated Shares were actual Shares issued and outstanding on the Dividend Record Date. An amount equal to the amount of such dividends shall be credited in Shares to each Deferred Stock Account as of the last Business Day of each month in which a Dividend Payment Date occurs, based upon the closing price for Shares on the New York Stock Exchange on the Valuation Date for that month.

Deferred equity awards are considered notional or phantom shares and do not carry voting rights until they are settled into common shares at the end of the deferral period.

It is my pleasure to confirm to you that on ​, you were granted ​ deferred shares of common stock of Anadarko Petroleum Corporation (“Company”) [and non-qualified options to purchase ​ shares of Anadarko common stock (“Options”)] pursuant to the provisions of the Company’s 2012 Omnibus Incentive Compensation Plan, as amended (the “Plan”). We have enclosed a summary of all your deferred shares granted as of ​. A copy of the Plan Summary is attached for your reference.

Differences in Distribution Arrangements: Class 1 shares, Class 2 shares and Class Z shares shall be offered at net asset value. None of the Classes shall be subject to any front-end or contingent deferred sales charges.

Unsecured Creditor Status and Assignment Prohibition. No Participant, beneficiary or any other person shall have any interest in any particular assets of the Company by reason of the right to receive the shares that are deferred under the Deferral Plan and any such Participant, beneficiary or other person shall have only the rights of a general unsecured creditor with respect to any deferred shares.

Employees of the Company shall be entitled to defer the receipt of any Shares that may become issuable to them under any Award in accordance with the terms of the Deferred Compensation and Retirement Benefit Restoration Plan, as the same may be hereinafter amended, or any other plan that may be established by the Company that provides for the deferred receipt of such Shares.