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.

The Participant’s shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award that are deferred under the Deferral Plan shall be fully vested. For the avoidance of any doubt, if the Participant does not satisfy the vesting requirements under the Restricted Stock Unit award and/or Performance Stock Unit award, no shares shall be deferred under the Deferral Plan.

Under the Company's Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company's common stock.

1.3Deferral Account for Director Shares. As of each Deferral Date, the Participant’s Deferral Account for Director Shares shall be credited with a number of Deferred Share Units equal to the number of Director Shares that have been deferred pursuant to [Section 3.1(b)] (Deferral of Director Shares). Upon payment of a dividend by the Company on issued and outstanding shares of Common Stock, an amount equal to such per share dividend amount multiplied by the number of Deferred Share Units credited to each Participant’s Deferral Account for Director Shares shall be credited to the Participant’s Deferral Account for Director Shares as of the dividend payment date and shall continue to be denominated in cash. The portion of a Participant’s Deferral Account for Director Shares attributable to such dividend equivalents and denominated in cash shall be credited with earnings as of each Determination Date in the same manner as a Participant’s Deferral Account for Fees as described in [Section 4.2] (Deferral Account for Fees).

Payment of Deferred Stock Units. Each Deferred Stock Unit shall have a value equal to the Fair Market Value of a Share. Deferred Stock Units shall be paid in Shares at the end of the designated Deferral Period and the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any Deferred Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payable to the Participant as a shareholder in respect of a number of Shares equal to the number of Deferred Stock Units then credited to the Participant. Any such Dividend Equivalents shall be credited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted into additional Deferred Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Any Dividend Equivalents granted with respect to Deferred Stock Units shall be subject to the same restrictions that apply to the underlying Shares.

The Company may grant long term performance awards under other plans or programs consistent with the limitations described in Article 11. Such awards and all stock units credited under the Company’s Deferred Incentive Compensation Plan and Deferred Compensation Plan may be settled in the form of Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall reduce the number of Common Shares available under Article 3.

In the case of dividends payable in Common Stock, a number of Deferred Stock Units equal to the number of shares of Common Stock to which the Director would have been entitled as Common Stock dividends had such Director been the owner on the record dates for the payments of such stock dividends of the number of shares of Common Stock equal to the number of Deferred Stock Units credited to the Director’s Deferred Stock Account on such dates, rounded to the nearest ten-thousandth.

Income Taxes and Deferred Compensation. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with this Award (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Committee shall have the discretion to unilaterally modify this Award in a manner that # conforms with the requirements of Section 409A of the Code, # that voids any election of the Participant to the extent it would violate Section 409A of the Code, and # for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer, provided that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C). The Committee shall have the sole discretion to interpret the requirements of the Code, including [Section 409A], for purposes of the Plan and this Award Agreement.