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Dated: January 1, 2015
ANADARKO RETIREMENT PLAN
SUMMARY PLAN DESCRIPTION
In the event of any conflict between this document and the Plan document, the Plan document will control.
•i • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
TABLE OF CONTENTS
Page
PART 1 INTRODUCTION TO THE PLAN AND SUMMARY PLAN
DESCRIPTION ......................................................................................................1
Section 1.1 Purpose of the Plan and the Summary Plan Description .............................................. 1
1.1.1 Purpose of the Plan ........................................................................................................................... 1
1.1.2 Purpose of the Summary Plan Description ....................................................................................... 1
Section 1.2 How the Summary Plan Description is Organized ........................................................ 1
Section 1.3 Overview of the Three Different Benefit Programs ....................................................... 2
Section 1.4 Additional Information (Anadarko Benefits Center) .................................................... 3
PART 2 DEFINITIONS .......................................................................................................4
Section 2.1 Definitions .......................................................................................................................... 4
2.1.1 ABBR ................................................................................................................................................ 4
2.1.2 Accrual Service ................................................................................................................................. 4
2.1.3 Accrued Benefit ................................................................................................................................ 4
2.1.4 Active Participant .............................................................................................................................. 4
2.1.5 Actuarial Equivalent or Actuarially Equivalent ................................................................................ 4
2.1.6 Administrative Committee ................................................................................................................ 4
2.1.7 Affiliated Employer .......................................................................................................................... 4
2.1.8 AFTAP (Adjusted Funding Target Attainment Percentage) ............................................................. 4
2.1.9 Alternate Payee ................................................................................................................................. 5
2.1.10 Anadarko ........................................................................................................................................... 5
2.1.11 Anadarko Benefits Center ................................................................................................................. 5
2.1.12 Anadarko Employee Savings Plan .................................................................................................... 5
2.1.13 Annual Compensation Limit ............................................................................................................. 5
2.1.14 Annuity Starting Date ....................................................................................................................... 5
2.1.15 APC Legacy Participant .................................................................................................................... 5
2.1.16 Applicable Interest Rate .................................................................................................................... 5
2.1.17 Applicable Mortality Table ............................................................................................................... 5
2.1.18 Average Monthly Compensation ...................................................................................................... 5
2.1.19 Average Monthly Covered Compensation ........................................................................................ 8
2.1.20 Beneficiary ........................................................................................................................................ 8
2.1.21 Board ................................................................................................................................................. 8
2.1.22 Change of Control Plan ..................................................................................................................... 8
2.1.23 Code .................................................................................................................................................. 8
2.1.24 Committee ......................................................................................................................................... 8
2.1.25 Company ........................................................................................................................................... 8
2.1.26 Compensation ................................................................................................................................... 8
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2.1.27 Contribution Benefit ....................................................................................................................... 10
2.1.28 Death Benefit Election Form: ......................................................................................................... 10
2.1.29 Default Rollover IRA ...................................................................................................................... 10
2.1.30 Direct Rollover ................................................................................................................................ 10
2.1.31 Distributee ....................................................................................................................................... 10
2.1.32 Early Retirement Date ..................................................................................................................... 10
2.1.33 Election Deadline: ........................................................................................................................... 10
2.1.34 Eligible Employee ........................................................................................................................... 10
2.1.35 Eligible Retirement Plan ................................................................................................................. 10
2.1.36 Eligible Rollover Distribution ......................................................................................................... 10
2.1.37 Eligible Spouse ............................................................................................................................... 11
2.1.38 Employee ........................................................................................................................................ 11
2.1.39 ERISA ............................................................................................................................................. 11
2.1.40 Five-Year Break-in-Service ............................................................................................................ 11
2.1.41 Five-Year Period of Severance ....................................................................................................... 12
2.1.42 FTAP (Funding Target Attainment Percentage) ............................................................................. 12
2.1.43 Hire Date ......................................................................................................................................... 12
2.1.44 Hour of Service ............................................................................................................................... 12
2.1.45 Ineligible Employee ........................................................................................................................ 12
2.1.46 Interest Credit .................................................................................................................................. 12
2.1.47 Investment Committee .................................................................................................................... 12
2.1.48 IRS .................................................................................................................................................. 12
2.1.49 Joint and Survivor Annuity ............................................................................................................. 12
2.1.50 Leased Employee ............................................................................................................................ 12
2.1.51 Legacy Benefit ................................................................................................................................ 13
2.1.52 Location Deadline: .......................................................................................................................... 13
2.1.53 Nonparticipating Affiliate ............................................................................................................... 13
2.1.54 Nonspousal Beneficiary .................................................................................................................. 13
2.1.55 Nonspousal Benefit Deadline: ......................................................................................................... 13
2.1.56 Normal Retirement Age .................................................................................................................. 13
2.1.57 Normal Retirement Benefit Formula............................................................................................... 13
2.1.58 Normal Retirement Date ................................................................................................................. 13
2.1.59 One-Year Break-in-Service ............................................................................................................. 13
2.1.60 Participant ....................................................................................................................................... 13
2.1.61 Pay Credit........................................................................................................................................ 13
2.1.62 PBGC .............................................................................................................................................. 14
2.1.63 Pension ............................................................................................................................................ 14
2.1.64 Period of Severance ........................................................................................................................ 14
2.1.65 Personal Wealth Account ................................................................................................................ 14
2.1.66 Personal Wealth Account Benefit ................................................................................................... 14
2.1.67 Plan ................................................................................................................................................. 14
2.1.68 Plan Year ......................................................................................................................................... 14
2.1.69 Plan Administrator .......................................................................................................................... 14
2.1.70 Points .............................................................................................................................................. 15
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2.1.71 Postponed Retirement ..................................................................................................................... 15
2.1.72 Present Value .................................................................................................................................. 15
2.1.73 Prohibited Payment ......................................................................................................................... 15
2.1.74 PWA Participant ............................................................................................................................. 15
2.1.75 QDRO (Qualified Domestic Relations Order) ................................................................................ 15
2.1.76 QJSA (Qualified Joint and Survivor Annuity) ................................................................................ 15
2.1.77 QOSA (Qualified Optional Survivor Annuity) ............................................................................... 16
2.1.78 QPSA (Qualified Preretirement Survivor Annuity) ........................................................................ 16
2.1.79 Qualified Military Service............................................................................................................... 16
2.1.80 Qualifying Termination ................................................................................................................... 16
2.1.81 Rehire Date ..................................................................................................................................... 16
2.1.82 Required Beginning Date ................................................................................................................ 16
2.1.83 Retirement Benefit .......................................................................................................................... 16
2.1.84 Retirement Choice........................................................................................................................... 16
2.1.85 Retirement Choice Participant ........................................................................................................ 16
2.1.86 Service ............................................................................................................................................ 16
2.1.87 Severance from Service Date .......................................................................................................... 16
2.1.88 Short Term Disability Leave ........................................................................................................... 17
2.1.89 Social Security Retirement Age ...................................................................................................... 17
2.1.90 Social Security Taxable Wage Base................................................................................................ 17
2.1.91 Summary Plan Description or SPD ................................................................................................. 17
2.1.92 Termination Date ............................................................................................................................ 17
2.1.93 Totally and Permanently Disabled or Total and Permanent Disability ........................................... 17
2.1.94 Trust ................................................................................................................................................ 17
2.1.95 Trustee ............................................................................................................................................ 17
2.1.96 Union Employee ............................................................................................................................. 17
2.1.97 Unpredictable Contingent Event Benefit: ....................................................................................... 17
2.1.98 UPR Participant .............................................................................................................................. 17
2.1.99 UPR Plan ......................................................................................................................................... 17
2.1.100 USERRA ......................................................................................................................................... 17
2.1.101 Valuation Date ................................................................................................................................ 18
2.1.102 Variable Interest Rate ...................................................................................................................... 18
2.1.103 Vested Interest ................................................................................................................................ 18
2.1.104 Vesting Service ............................................................................................................................... 18
2.1.105 Western Gas .................................................................................................................................... 18
2.1.106 Western Gas Eligible Employee ..................................................................................................... 18
2.1.107 Year of Vesting Service .................................................................................................................. 18
PART 3 FREQUENTLY ASKED QUESTIONS .............................................................19
Section 3.1 About the Plan and Summary Plan Description .......................................................... 19
3.1.1 What is a Summary Plan Description (“SPD”)? ............................................................................. 19
3.1.2 Do the Plan and SPD apply to me? ................................................................................................. 19
3.1.3 Who contributes to the Plan? .......................................................................................................... 19
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3.1.4 Why is it important to update my contact information if there are changes? .................................. 19
3.1.5 How does my participation in this Plan affect my future employment? ......................................... 19
Section 3.2 Determining Your Eligibility and Participation .......................................................... 20
3.2.1 What are the eligibility requirements to participate in the Plan? .................................................... 20
3.2.2 How do I know if I am an Eligible Employee or an Ineligible Employee?..................................... 20
3.2.3 How do I enroll in the Plan? ........................................................................................................... 21
3.2.4 What is the difference between an APC Legacy Participant, a PWA Participant and a
Retirement Choice Participant? ....................................................................................................... 21
Section 3.3 Understanding Your Accrued Benefit .......................................................................... 22
3.3.1 Some general rules regarding your Accrued Benefit ...................................................................... 22
3.3.2 When will I be vested in my Accrued Benefit? ............................................................................... 22
3.3.3 What happens to my Accrued Benefit if the Plan is terminated? .................................................... 23
3.3.4 What Compensation is used to calculate my Accrued Benefit? ...................................................... 23
3.3.5 What happens to my Accrued Benefit if I transfer to an Affiliated Employer? .............................. 23
3.3.6 May I transfer my Accrued Benefit to someone else? .................................................................... 23
Section 3.4 Choosing Your Beneficiary ............................................................................................ 23
3.4.1 Who receives my Accrued Benefit if I die? .................................................................................... 23
3.4.2 How do I choose a Beneficiary? May I change my mind later?..................................................... 24
3.4.3 What if I do not choose a Beneficiary or my designation is invalid? .............................................. 24
3.4.4 What if my Beneficiary is a Minor or Incompetent? ....................................................................... 25
3.4.5 What is required for my Eligible Spouse to consent to another Beneficiary or another
Form of Payment at the time of my election? ................................................................................. 25
3.4.6 My husband (or wife) and I are separated. Is spousal consent waived? ......................................... 25
3.4.7 My husband (or wife) is my Beneficiary and we just divorced. Do I need to choose a
new Beneficiary?............................................................................................................................. 25
3.4.8 Can my Beneficiary roll over the benefit he or she receives? ......................................................... 26
Section 3.5 Distribution Options ....................................................................................................... 26
3.5.1 What is the standard form of distribution? ...................................................................................... 26
3.5.2 How do the joint and survivor annuities work? .............................................................................. 26
3.5.3 How do I elect an optional form of distribution? ............................................................................ 26
3.5.4 What happens if I don’t choose a distribution form? ...................................................................... 27
3.5.5 If my lump sum benefit is small, why am I not offered any annuity options? ................................ 27
3.5.6 Can my distribution be rolled over? ................................................................................................ 28
PART 4 PWA PARTICIPANT BENEFIT PROVISIONS .............................................29
Section 4.1 Frequently Asked Questions .......................................................................................... 29
4.1.1 What are the eligibility requirements to be a PWA Participant? ..................................................... 29
4.1.2 How do I calculate my Accrual Service (for Points and Pay Credits) and my Vesting
Service? ........................................................................................................................................... 29
4.1.3 When will I earn additional Points for Pay Credits? ....................................................................... 32
4.1.4 How do I determine my PWA account balance? ............................................................................ 32
4.1.5 How old must I be to retire? ............................................................................................................ 32
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4.1.6 What will happen to my Accrued Benefit if I terminate employment before Normal
Retirement Age? ............................................................................................................................. 32
4.1.7 What will happen to my Accrued Benefit if I retire at or after my Normal Retirement
Age? ................................................................................................................................................ 32
4.1.8 When do my benefits start if I terminate employment before my Normal Retirement Age? .......... 33
4.1.9 How is my Accrued Benefit affected if I am on Short Term Disability Leave? ............................. 33
4.1.10 How is my Accrued Benefit affected if I am on Total and Permanent Disability? ......................... 34
4.1.11 What will happen to my Accrued Benefit if I die before my Annuity Starting Date? .................... 34
4.1.12 What will happen to my Accrued Benefit if I die after my Annuity Starting Date? ....................... 34
4.1.13 What is the standard form of distribution for my Accrued Benefit? ............................................... 34
4.1.14 What are the optional forms of distribution for my Accrued Benefit? ............................................ 35
4.1.15 Can the distribution of my Accrued Benefit be rolled over? ........................................................... 35
PART 5 PWA PARTICIPANT BENEFIT EXAMPLES ................................................36
PART 6 APC LEGACY PARTICIPANT BENEFIT PROVISIONS ............................38
Section 6.1 Frequently Asked Questions (APC Legacy Participants) ........................................... 38
6.1.1 What are the eligibility requirements to be an APC Legacy Participant? ....................................... 38
6.1.2 How do I calculate my Vesting Service and Accrual Service? ....................................................... 38
6.1.3 What happens to my Accrued Benefit if I leave the Company and then am reemployed
while in pay status? ......................................................................................................................... 39
6.1.4 How old must I be to retire? ............................................................................................................ 39
6.1.5 What will happen to my Accrued Benefit if I retire or terminate employment before
Normal Retirement Age? ................................................................................................................ 39
6.1.6 What will happen to my Accrued Benefit if I retire at Normal Retirement Age? ........................... 39
6.1.7 What is the formula for calculating my Pension benefits at Normal Retirement Age? ................... 39
6.1.8 What will happen to my Accrued Benefit if I retire after Normal Retirement Age? ...................... 40
6.1.9 What will happen if I go on Short Term Disability Leave? ............................................................ 40
6.1.10 What will happen if I become Totally and Permanently Disabled? ................................................ 40
6.1.11 When does my Total and Permanent Disability end? ..................................................................... 41
6.1.12 What will happen if my Total and Permanent Disability ends? ...................................................... 41
6.1.13 What will happen to my Accrued Benefit if I die before my Annuity Starting Date? .................... 42
6.1.14 What will happen to my Accrued Benefit if I die after my Annuity Starting Date? ....................... 42
6.1.15 What is the standard form of distribution for my Accrued Benefit? ............................................... 42
6.1.16 What are the optional forms of distribution for my Accrued Benefit? ............................................ 42
6.1.17 How is a lump sum benefit calculated? ........................................................................................... 42
Section 6.2 Early Retirement and Terminated Vested Benefit Provisions .................................... 43
6.2.1 Your Termination Date is after you attain age 55 (but before your Normal Retirement
Date) with five (5) or more years of Vesting Service. .................................................................... 43
6.2.2 Your Termination Date is either (a) before you attain age 55 with a Vested Interest or (b)
after you attain age 55 with at least three but less than five years of Vesting Service. ................... 44
6.2.3 Annuity Starting Date ..................................................................................................................... 45
•vi • Anadarko Retirement Plan / Summary Plan Description
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Section 6.3 Change of Control Provision for APC Legacy Participants ....................................... 46
PART 7 APC LEGACY PARTICIPANT DEATH BENEFIT .......................................48
Section 7.1 Death Benefit Based on Class of Participant ................................................................ 48
7.1.1 Eligibility for Death Benefit............................................................................................................ 48
7.1.2 Covered Groups .............................................................................................................................. 48
7.1.3 Death Benefit for Participant Group A ........................................................................................... 48
7.1.4 Death Benefit for Participant Group B. ........................................................................................... 50
Section 7.2 Automatic Cash-Out of Death Benefit. ......................................................................... 52
7.2.1 Small Benefit Cash-Out. ................................................................................................................. 52
7.2.2 Timing of Small Benefit Cash-Out. ................................................................................................ 52
Section 7.3 Payment Timing Procedures. ......................................................................................... 52
7.3.1 Your Beneficiary is not an individual. ............................................................................................ 52
7.3.2 Your Beneficiary is an individual. .................................................................................................. 53
PART 8 APC LEGACY PARTICIPANT BENEFIT EXAMPLES ...............................55
Normal Retirement Benefit ...................................................................................................................... 55
Early Retirement Benefit ......................................................................................................................... 56
PART 9 RETIREMENT CHOICE ...................................................................................58
Section 9.1 What is Retirement Choice? .......................................................................................... 58
Section 9.2 How does Retirement Choice work? ............................................................................. 58
Section 9.3 What special interest rates will be used to calculate lump sum
payments of Legacy Benefits? ....................................................................................... 58
Section 9.4 How is PWA service credit determined? ...................................................................... 59
Section 9.5 When and how is a Retirement Choice Participant’s Accrued Benefit
distributed?...................................................................................................................... 59
PART 10 RETIREMENT CHOICE EXAMPLE ..............................................................60
PART 11 UNION PACIFIC RESOURCES GROUP, INC. MERGER ..........................63
Section 11.1 Superseded Plans. ........................................................................................................... 63
PART 12 CLAIMS PROCEDURES ...................................................................................69
•vii • Anadarko Retirement Plan / Summary Plan Description
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Section 12.1 Filing a Claim .................................................................................................................. 69
Section 12.2 Denial of Claim ................................................................................................................ 69
Section 12.3 Reasons for Denial of Claim........................................................................................... 70
Section 12.4 Deemed Denial of Claim ................................................................................................. 70
Section 12.5 Review of Denial .............................................................................................................. 70
Section 12.6 Reasons for Denial Upon Review ................................................................................... 70
Section 12.7 Limits on Right to Judicial Review ............................................................................... 71
Section 12.8 Mandatory Venue; Interpleader Actions ...................................................................... 71
PART 13 ABOUT THE PLAN AND YOUR RIGHTS .....................................................72
Section 13.1 Federal Identification and Plan Number ...................................................................... 72
Section 13.2 Plan Sponsor .................................................................................................................... 72
Section 13.3 Plan Administrator ......................................................................................................... 72
Section 13.4 Plan Trustee..................................................................................................................... 72
Section 13.5 Service of Legal Process ................................................................................................. 72
Section 13.6 “Top Heavy” Rules ......................................................................................................... 73
Section 13.7 Plan Amendment or Termination ................................................................................. 73
Section 13.8 Plan Insurance ................................................................................................................. 73
Section 13.9 Your Rights Under ERISA ............................................................................................ 74
13.9.1 Information About Your Plan and Benefits .................................................................................... 74
13.9.2 Prudent Actions by Plan Fiduciaries ............................................................................................... 75
13.9.3 How to Enforce Your Rights........................................................................................................... 75
13.9.4 Assistance with Your Questions ..................................................................................................... 75
Section 13.10 Your Obligation to Provide Information ...................................................................... 76
PART 14 ADDITIONAL PROVISIONS ............................................................................77
Section 14.1 Required Minimum Distributions ................................................................................. 77
Section 14.2 Retroactive Annuity Starting Date ................................................................................ 77
Section 14.3 Restrictions Due to Underfunding ................................................................................. 77
14.3.1 Limitation on benefit accruals. ........................................................................................................ 77
14.3.2 Limitations on accelerated benefit distributions. ............................................................................ 77
14.3.3 Limitations on Plan amendments. ................................................................................................... 78
•1 • Anadarko Retirement Plan / Summary Plan Description
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PART 1 INTRODUCTION TO THE PLAN AND SUMMARY PLAN
DESCRIPTION
Section 1.1 Purpose of the Plan and the Summary Plan Description
1.1.1 Purpose of the Plan
The purpose of the Anadarko Retirement Plan (the “Plan”) is to provide you with retirement
benefits once you have completed the required period of employment with the Company. The
Plan was most recently amended and restated effective as of January 1, 2013, and has been
subsequently amended.
The Plan is fully paid for by Anadarko. You do not need to contribute financially. Once you
have become vested in your Accrued Benefit under the Plan, you are guaranteed a benefit.
The Plan may be amended at any time in the discretion of Anadarko. However, no amendment
will be made that decreases your Accrued Benefit unless required or authorized by law. If the
Plan is terminated, each affected participant will be 100% vested in his or her Accrued Benefit
to the extent funded as of the date of such termination.
1.1.2 Purpose of the Summary Plan Description
Summary plan descriptions are required by law for certain types of benefit plans. Federal
regulations govern the contents of summary plan descriptions.
This Summary Plan Description (“SPD”) has been drafted to comply with all applicable
regulations and therefore its provisions are extensive. Its purpose is to summarize material
provisions of the Plan as of January 1, 2015.
If you stopped working for the Company before January 1, 2015, you should review the
summary plan description and plan documents that were in effect at the time of your termination
to determine your rights and benefits.
Section 1.2 How the Summary Plan Description is Organized
This SPD is divided into parts, sections, and subsections for each topic that is covered. These
parts, sections, and subsections have headings that are included solely to help you find
information more efficiently. If there is any conflict between any heading and the text of the
SPD, the text will control.
Throughout this SPD, you will find capitalized words and phrases. Those words and phrases
are “defined terms.” That means they have specific definitions that can be found in Part 2 of the
SPD.
In this SPD, “I” in the questions and “you” in the answers and provisions refer to you as an
employee or former employee of Anadarko or one of its affiliates.
•2 • Anadarko Retirement Plan / Summary Plan Description
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Section 1.3 Overview of the Three Different Benefit Programs
As you review the SPD, you will notice that the Plan has three different benefit programs. The
following discussion is only a brief summary of these programs. These different benefit
programs are discussed in greater detail in this SPD. Capitalized terms used in this SPD are
defined in Part 2.
Prior to January 1, 2012, the term “APC Legacy Participants” included most individuals who
were employed by Anadarko prior to January 1, 2007, but excluded Western Gas Eligible
Employees (these terms are defined in Part 2). On and after January 1, 2012, APC Legacy
Participants generally refers to individuals who were accruing Legacy Benefits under the Plan
as of December 31, 2011 and who are not Retirement Choice Participants. APC Legacy
Participants other than Retirement Choice Participants participate in the traditional defined
benefit pension program, which is referred to in this SPD as the “Legacy Benefit.” A
hypothetical example of this benefit program is described in Part 8.
Prior to January 1, 2012, the term “PWA Participants” included Western Gas Eligible
Employees and most individuals who were or became employed by Anadarko on or after
January 1, 2007 (these terms are defined in Part 2). On and after January 1, 2012, PWA
Participants generally refers to individuals who were participating in the Personal Wealth
Account under the Plan as of December 31, 2011, Retirement Choice Participants, and
individuals who first satisfy the requirements to participate in the Plan on or after January 1,
2012. PWA Participants participate in a cash balance pension program called a “Personal
Wealth Account.” A hypothetical example of this benefit program is described in Part 5.
The term “Retirement Choice Participants” refers to APC Legacy Participants who affirmatively
elected under Retirement Choice to become PWA Participants as of January 1, 2012, and
participate in the Personal Wealth Account. Retirement Choice Participants retain their accrued
Legacy Benefit under the Plan, which will not increase by reason of their Hours of Service or
Compensation after December 31, 2011, but is subject to special interest rate provisions if
distributed in a lump sum upon termination of employment after attaining their Early Retirement
Date or Normal Retirement Date. A hypothetical example of this benefit program is described
in Part 10.
Active participants in the Kerr-McGee Corporation Retirement Plan do not participate in this
Plan.
This SPD discusses these benefit programs. Part 3 has “Frequently Asked Questions” common
to the benefit programs. Part 4 has “Frequently Asked Questions” regarding provisions
applicable to PWA Participants and Part 6 has “Frequently Asked Questions” regarding
provisions applicable to APC Legacy Participants.
Retirement Choice and special provisions that apply to Retirement Choice Participants are
described in Part 9.
The benefits for certain UPR Participants were affected by the 2000 merger between Anadarko
Petroleum Corporation and Union Pacific Resources Group, Inc. For more information on this
topic, please see Part 11.
•3 • Anadarko Retirement Plan / Summary Plan Description
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Section 1.4 Additional Information (Anadarko Benefits Center)
For more information regarding the Anadarko Retirement Plan or this Summary Plan
Description, please contact the Anadarko Benefits Center.
FOR ADDITIONAL INFORMATION CONTACT:
Anadarko Benefits Center
500 N. Akard Street, Suite 4100 Dallas TX 75201
1-866-472-4711
https://www.Anadarkoadvantage.ehr.com/
•4 • Anadarko Retirement Plan / Summary Plan Description
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PART 2 DEFINITIONS
Whenever used with initial capital letters in this Summary Plan Description, the following terms
have the meanings set forth below, unless otherwise expressly provided. For a complete
definition of any defined term used in this SPD, you must refer to the Plan document.
Section 2.1 Definitions
2.1.1 ABBR: Your Annual Benefits Base Rate of pay as coded in the Employer’s payroll system.
2.1.2 Accrual Service: The measure of service with the Company used to determine your Accrued
Benefit. See Section 4.1.2 for PWA or 6.1.2 for Legacy Benefits.
2.1.3 Accrued Benefit: If you are an APC Legacy Participant, your Accrued Benefit is your Legacy
Benefit as of any date. If you are a PWA Participant, your Accrued Benefit is your Personal
Wealth Account Benefit as of any date. Finally, if you are a Retirement Choice Participant,
your Accrued Benefit as of any date is the sum of your Legacy Benefit as of December 31, 2011,
and your Personal Wealth Account Benefit.
2.1.4 Active Participant: For any payroll period, you are an Active Participant if you are a
Participant entitled to receive current Compensation for the performance of services for the
Company.
2.1.5 Actuarial Equivalent or Actuarially Equivalent: As determined by the actuary, equality in
value of the benefit you receive among the different forms of benefit payment provided under
the Plan.
Actuarial assumptions may be changed by an amendment to the Plan, but except as permitted by law, may not reduce your Accrued Benefit in effect as of the date of the amendment.
2.1.6 Administrative Committee: The Administrative Committee appointed under the Plan is the
Anadarko Petroleum Corporation Administrative Subcommittee, as appointed by the Plan
Administrator.
2.1.7 Affiliated Employer: Anadarko and certain other companies or other entities that are closely
related to Anadarko, as further defined in the Plan.
2.1.8 AFTAP (Adjusted Funding Target Attainment Percentage): For a Plan Year, generally the
FTAP determined for such Plan Year but adjusted as described in Treasury Regulation § 1.436-
1(j)(1), by subtracting the Plan’s funding standard carryover balance and prefunding balance
from the value of Plan assets and by increasing both the value of Plan assets and the funding
target by the aggregate amount of purchases of annuities for Employees other than “highly
compensated employees” (as such term is defined in Code Section 414(q)) which were made by
the Plan during the preceding two Plan Years.
•5 • Anadarko Retirement Plan / Summary Plan Description
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2.1.9 Alternate Payee: Anyone other than you, such as a spouse, former spouse, child or dependent,
who is recognized by a QDRO as having a right to receive benefits under the Plan.
2.1.10 Anadarko: Anadarko Petroleum Corporation, or any successor in interest thereto.
2.1.11 Anadarko Benefits Center: 500 N. Akard Street, Suite 4100, Dallas TX 75201. 1-866-472-
4711. https://www.Anadarkoadvantage.ehr.com/
2.1.12 Anadarko Employee Savings Plan: The Anadarko Employee Savings Plan, as it may be
amended from time to time.
2.1.13 Annual Compensation Limit: The maximum annual Compensation allowable under the Code
for any given year that may be taken into account for determining your benefit. The limit in
2015 is $265,000. The limit is adjusted automatically to reflect any amendments to the Code
and any cost-of-living increases authorized under the Code.
2.1.14 Annuity Starting Date: The first day of the first period for which an amount is payable to you
or your Beneficiary as an annuity or in any other form available under the Plan. Notwithstanding
any provision to the contrary, any Annuity Starting Date that you or your Beneficiary elect or
that is prescribed by the Plan may be delayed as necessary to allow for compliance with the
notice and election requirements of the Plan.
The Annuity Starting Date is the first day of the first period for which an amount is payable and is NOT the actual date of
payment.
2.1.15 APC Legacy Participant: Prior to January 1, 2012, if you were an Active Participant in the
Plan as of December 31, 2007, or you were an Active Participant in the Plan during 2007 who
was reemployed less than one year after your Termination Date, you were considered an APC
Legacy Participant. On and after January 1, 2012, if you were accruing a Legacy Benefit as of
December 31, 2011, or if you accrued a Legacy Benefit during 2011, terminated employment
on or before December 31, 2011 and were reemployed less than one year after your Termination
Date, you are considered an APC Legacy Participant. If you were formerly an Eligible
Employee with an accrued Legacy Benefit as of December 31, 2011, you will continue to be an
APC Legacy Participant with respect to such Accrued Benefit. Further, if you are a Retirement
Choice Participant, you will continue to be an APC Legacy Participant with respect to your
accrued Legacy Benefit as of December 31, 2011.
2.1.16 Applicable Interest Rate: The Applicable Interest Rate will be the rate prescribed by Code
Section 417(e) for the September preceding the first day of the calendar year that contains the
Annuity Starting Date with respect to the benefit.
2.1.17 Applicable Mortality Table: The mortality table prescribed by Code Section 417(e).
2.1.18 Average Monthly Compensation: The result obtained by dividing your total Compensation
during a considered period by the number of months for which you received Compensation
during that period. If you terminated service due to Total and Permanent Disability, please refer
•6 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
to Section 6.1.10 of this SPD for additional rules for determining your Average Monthly
Compensation.
Average Monthly Compensation = Total Compensation (for considered period)
Number of Months (in considered period)
If you have 36 or more consecutive calendar months of Compensation:
Subject to the additional rules below, if you have 36 or more consecutive calendar months of
Compensation, your considered period is the 36 consecutive calendar month period out of your
final 120 consecutive calendar month period of employment which results in the highest average
monthly rate of Compensation, and your Average Monthly Compensation is calculated by
dividing your total Compensation for that considered period by 36.
(a) Hire, Rehire, and Termination Months. Your final 120 consecutive calendar month
period of employment includes any month that contains your termination of
employment and any month that contains your date of hire or rehire.
(1) The month that contains your original date of hire (not rehire) and the month
that contains your final termination of employment date are counted as full
months in the denominator of the fraction.
(2) If you are terminated and then rehired, the month that contained your
termination before rehire is counted as a partial month in the denominator of
the fraction. The month that contains your date of rehire is also counted as a
partial month in the denominator of the fraction. (The partial month is
expressed as a fraction, with the numerator being the actual number of days in
the month for which compensation was received by the Participant and the
denominator being the total number of days in the month.)
Example:
Tom terminates employment June 9, 2011 and is rehired September 28, 2011. He then
terminates employment on December 16, 2011 and is not rehired. Because he is rehired after
he terminates employment the first time, Tom is credited with partial months of service for June
and September. He is credited with 0.3 month (9/30) for June and 0.1 month (3/30) for
September. Because December is his final date of termination, he is credited with a full month
for December.
(b) Leave of Absence Months. Generally, your Compensation for a calendar month is the
Compensation that you receive during that calendar month.
(1) For the purpose of determining your Average Monthly Compensation, months
or partial months in which you take a paid leave of absence for short term
disability, qualified military service, or worker’s compensation are counted as
full months in which you receive Compensation in the denominator of the
fraction. Your Compensation for those months is your Annual Benefits Base
Rate (ABBR).
•7 • Anadarko Retirement Plan / Summary Plan Description
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(2) For the purpose of determining your Average Monthly Compensation, months
in which you take a leave of absence for any other reason is counted as a partial
month in the denominator of the fraction. Such partial month is expressed as
a fraction, with the numerator being the actual number of days for which you
received Compensation and the denominator being the total number of days in
the month.
Example:
Lisa goes on qualified military leave on January 10, 2011 and returns April 29, 2011. Lisa then
takes an approved unpaid leave to care for her mother from October 3, 2011 until November 25,
2011. For purposes of calculating Average Monthly Compensation, Lisa is credited with months
of Compensation at her ABBR for January, February, March, and April. Because her approved
unpaid leave to care for her mother is not short term disability, qualified military service, or
worker’s compensation, Lisa is credited with partial months for October and November. She is
credited with 0.097 month (3/31) for October and 0.2 month (6/30) for November.
If you have less than 36 calendar months of Compensation:
Subject to the additional rules below, if you have less than 36 consecutive calendar months of
Compensation, your Average Monthly Compensation is calculated by dividing your total
Compensation by your total number of consecutive calendar months of Compensation.
(a) Hire, Rehire, and Termination Months. Your total number of consecutive calendar
month period of employment includes any month that contains your termination of
employment and any month that contains your date of hire or rehire. The month that
contains your date of hire, your date of rehire, or your termination date is counted as a
partial month in the denominator of the fraction. (The partial month is expressed as a
fraction, with the numerator being the actual number of days in the month for which
compensation was received by the Participant and the denominator being the total
number of days in the month.)
(b) Leave of Absence Months. Generally, your Compensation for a calendar month is the
Compensation that you receive during that calendar month.
(1) For the purpose of determining your Average Monthly Compensation, months
or partial months in which you take a paid leave of absence for short term
disability, qualified military service, or worker’s compensation are counted as
full months in which you receive Compensation in the denominator of the
fraction. Your Compensation for those months is your ABBR.
(2) For the purpose of determining your Average Monthly Compensation, months
in which you take a leave of absence for any other reason is counted as a partial
month in the denominator of the fraction. Such partial month is expressed as
a fraction, with the numerator being the actual number of days for which you
received Compensation and the denominator being the total number of days in
the month.
•8 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
All APC Legacy Participants regardless of calendar months of Compensation:
(a) The mode of determining Average Monthly Compensation shall be applied on a
uniform basis for similarly-situated Participants.
(b) For purposes of computing Average Monthly Compensation, if you experience a leave
of absence of at least one complete calendar month during which you do not receive
regular Compensation from the Employer due to (1) your leave of absence or (2) your
reemployment with a reinstatement of your prior Vesting Service and Accrual Service
under the Plan, any complete calendar months during which you did not receive any
regular Compensation from an Affiliated Employer shall be excluded from the 36
consecutive calendar month period and the 120 consecutive calendar month period, as
referred to in clause (a) and (b) above. Subject to the provisions for Participants on
short term disability, qualified military service, or worker’s compensation (above),
only those calendar months during which you actually received some regular
Compensation shall be considered to be consecutive for purposes of the 36 and 120
consecutive calendar month periods.
2.1.19 Average Monthly Covered Compensation: One-twelfth of the average (without indexing) of
the Social Security Taxable Wage Base as in effect for each calendar year during the thirty-five
(35) year period ending with the last day of the calendar year in which you attain (or will attain)
the Social Security Retirement Age. For this purpose, the Social Security Taxable Wage Base
for the year in which the determination is being made and for any subsequent year will be
assumed to be the same as the Social Security Taxable Base in effect as of the beginning of the
year in which the determination is being made.
2.1.20 Beneficiary: The person or persons, or entity, that is entitled under the Plan to receive the
portion of your Accrued Benefit, if any, that is distributable after your death.
2.1.21 Board: The Board of Directors of Anadarko, or a committee consisting of members of the
Board that is delegated responsibility with respect to the Plan.
2.1.22 Change of Control Plan: The Anadarko Petroleum Corporation Change of Control Severance
Plan, as it may be amended.
2.1.23 Code: The Internal Revenue Code of 1986, as amended.
2.1.24 Committee: The Administrative Committee or the Investment Committee, as applicable in
context.
2.1.25 Company: Anadarko or any Affiliated Employer that adopts the Plan with the consent of
Anadarko.
2.1.26 Compensation: The total of all wages, salaries, fees for professional service, and other amounts
you receive for services actually rendered or labor performed for the Company while a
Participant, but only to the extent such amounts are includable in your gross income subject to
the limitations and adjustments below. Compensation is limited to the Annual Compensation
Limit and prorated to the extent required by applicable law.
•9 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
The following items are excluded from Compensation:
(a) Payments (however denominated) that are not part of the Company’s Annual Incentive
Program or other regular annual pay programs, including but not limited to, bonuses
under the Company’s Value Creation Plan (or similar bonus payment plan), override
plan bonuses, front-end hiring bonuses, retention bonuses, overseas bonuses and
production bonuses;
(b) Reimbursements and other expense allowances;
(c) Cash and non-cash fringe benefits (including unused paid time off (PTO));
(d) Moving expenses;
(e) Company contributions to or payments from this or any other deferred compensation
program, whether such program is qualified under Code Section 401(a) or
nonqualified;
(f) Welfare benefits;
(g) Amounts realized from the receipt or exercise of a stock option that is not an incentive
stock option within the meaning of Code Section 422;
(h) Amounts realized at the time property described in Code Section 83 is freely
transferable or no longer subject to a substantial risk of forfeiture;
(i) Amounts realized as a result of an election described in Code Section 83(b);
(j) Any amount realized as a result of a disqualifying disposition within the meaning of
Code Section 421(a); and
(k) Any other amounts that receive special tax benefits under the Code but not hereinafter
included.
The following items are included in Compensation:
(a) Elective contributions made on your behalf by the Company that are not includable in
income under a cafeteria plan, a qualified cash or deferred arrangement, simplified
employee pension, Code Section 403(b) plan, and any amounts that are not includable
in your gross income under a salary reduction agreement for a qualified transportation
fringe benefit;
(b) Compensation deferred under an eligible deferred compensation plan within the
meaning of a Code Section 457(b) deferred compensation plan;
(c) Your contributions to the Plan that are picked up by the Company and treated as
employer contributions; and
(d) Any military continuation or differential pay the Company pays the Participant with
respect to any period during which the Participant is performing qualified military
•10 • Anadarko Retirement Plan / Summary Plan Description
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service (as defined in Code Section 414(u)) while on active duty for a period of more
than 30 days, provided that such payment does not exceed the wages the Participant
would have received if he were performing services for the Company.
2.1.27 Contribution Benefit: The amount of a UPR Participant’s benefit derived from contributions
made to the Plan by the UPR Participant.
2.1.28 Death Benefit Election Form: The form sent by the Plan Administrator to an Eligible Spouse
or other Beneficiary after the death of a Participant on which the Eligible Spouse or other
Beneficiary elects the time and form of payment of the death benefit.
2.1.29 Default Rollover IRA: An individual retirement account on behalf of the Eligible Spouse or
other Beneficiary as selected by the Plan Administrator.
2.1.30 Direct Rollover: A direct payment by the Plan to an Eligible Retirement Plan designated by a
Distributee.
2.1.31 Distributee: A person entitled to an Eligible Rollover Distribution, such as you, your surviving
Eligible Spouse, your former spouse who is an Alternate Payee under a QDRO, or a Beneficiary
entitled to receive a distribution under the terms of the Plan. Each of the foregoing is a
Distributee with regard to his or her interest in an Eligible Rollover Distribution.
2.1.32 Early Retirement Date: If you are an APC Legacy Participant, the date upon which you have
both completed five (5) or more years of Vesting Service and have attained the age of fifty-five
(55).
2.1.33 Election Deadline: 180 days after the date the Death Benefit Election Form is sent to a
Beneficiary.
2.1.34 Eligible Employee: You are an Eligible Employee if you are employed by the Company on a
United States payroll and are not classified by the Company as an Ineligible Employee.
2.1.35 Eligible Retirement Plan: Any of the following are considered to be Eligible Retirement
Plans: (a) individual retirement accounts, including Roth IRAs, and individual retirement
annuities; (b) Code Section 403(a) annuities; (c) qualified defined benefit and defined
contribution plans that are allowed to accept Eligible Rollover Distributions; (d) Code Section
403(b) annuity contracts; and (e) Code Section 457(b) governmental plans that agree to
separately account for the rollover amount. The definition of Eligible Retirement Plan will also
apply in the case of a distribution to a spouse or former spouse who is an Alternate Payee under
a QDRO.
If the Distributee is a Beneficiary other than an Eligible Spouse, Eligible Retirement Plan is
limited to those individual retirement accounts (including Roth IRAs) and individual retirement
annuities that are established for the purpose of receiving the distribution on behalf of the
Beneficiary and are treated as inherited individual retirement accounts or individual retirement
annuities under applicable provisions of the Code.
2.1.36 Eligible Rollover Distribution: A distribution of all or any portion of the Accrued Benefit of
a Distributee. Eligible Rollover Distribution does not include:
•11 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
(a) a distribution on a life annuity for the life (or life expectancy) of the Distributee;
(b) a distribution on a joint and survivor annuity for the joint lives (or life expectancies) of
the Distributee and the Distributee’s designated Beneficiary;
(c) a distribution on a term certain annuity for a specified period of ten years or more;
(d) a required minimum distribution as described in Section 14.1;
(e) the portion of a distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities); and
(f) any other distribution that is designated as ineligible for an eligible rollover distribution
under the Code or other authority.
Notwithstanding the foregoing, a portion of a distribution will not fail to be an Eligible Rollover
Distribution merely because it consists of after-tax employee contributions that are not
includable in gross income; provided, however, that such portion may be transferred only to an
individual retirement account or annuity described in Code Section 408(a) or (b) or 408A or to
a qualified plan or annuity plan described in Code Sections 401(a) or 403(b), respectively, that
agrees to separately account for amounts so transferred, including to separately account for the
portion of such distribution that is includable in gross income and the portion of such distribution
that is not so includable.
2.1.37 Eligible Spouse: The spouse to whom you are married on the earlier of your Annuity Starting
Date or your date of death. Your spouse is not an Eligible Spouse unless your marriage is legally
recognized as valid under both the laws of the State in which you reside and any applicable
federal law; provided, however, that effective June 26, 2013, if your spouse is an individual of
the same sex as you, your spouse will be treated as an Eligible Spouse if you and your spouse
validly entered into a marriage in a domestic or foreign jurisdiction whose laws authorize the
marriage of two individuals of the same sex and if you are domiciled in a jurisdiction that
recognizes the validity of same-sex marriages, and effective September 16, 2013, if your spouse
is an individual of the same sex as you, your spouse will be treated as an Eligible Spouse if you
and your spouse validly entered into a marriage in a domestic or foreign jurisdiction whose laws
authorize the marriage of two individuals of the same sex, even if you are domiciled in a
jurisdiction that does not recognize the validity of same sex marriages. A person claiming to be
an Eligible Spouse through state common-law marriage (or its equivalent) must establish to the
satisfaction of the Administrative Committee (or its delegate) that a common-law marriage
exists under applicable law (by such documentation, certifications or affidavits as may be
required by the Administrative Committee).
2.1.38 Employee: You are an Employee if you are employed by an Affiliated Employer and are
classified as an employee on its payroll records or you are a Leased Employee. You are not an
Employee if you are classified in a non-employee category even if you are later reclassified.
2.1.39 ERISA: The Employee Retirement Income Security Act of 1974, as amended.
2.1.40 Five-Year Break-in-Service: Five consecutive One-Year Breaks-in-Service.
•12 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
2.1.41 Five-Year Period of Severance: A period beginning on your Termination Date and ending on
the five year anniversary of such date during which you do not complete an Hour of Service.
2.1.42 FTAP (Funding Target Attainment Percentage): For a Plan Year, generally the ratio
(expressed as a percentage) which the value of Plan assets for the Plan Year (as reduced pursuant
to the provisions of Code Section 430(f)(4)(B)) bears to the funding target under Code Sections
430(d) or 430(i), as applicable, of the Plan for the Plan Year (but determined without regard to
the at-risk rules under Code Section 430(i)).
2.1.43 Hire Date: The date on which you first complete an Hour of Service for any Company.
2.1.44 Hour of Service: An hour for which you are directly or indirectly paid, or are entitled to
payment, by the Company or Affiliated Employer for (a) the performance of duties for the
Company or Affiliated Employer or (b) reasons other than the performance of duties for the
Company or Affiliated Employer, including, but not limited to, vacation, holidays, sickness,
disability, paid layoff and similar paid periods of nonworking time.
2.1.45 Ineligible Employee: An Ineligible Employee as described in Section 3.2.2.
2.1.46 Interest Credit: The amount by which the balance in your Personal Wealth Account is
increased to reflect interest. Your Personal Wealth Account will increase weekly at an interest
rate that is equal to the Variable Interest Rate if you are alive and have not commenced receiving
payment of the Retirement Benefit, or if you are deceased and your Eligible Spouse or
Beneficiary is eligible to receive a benefit and has not commenced receiving such benefit.
Notwithstanding the foregoing, under no circumstances will the Interest Credit be less than a
3.24% annual rate, unless a lower rate is required to comply with any requirement that the rate
of interest of the Interest Credit be reasonable or a market rate, or unless the minimum interest
rate of 3.24% annually for the Interest Credit is otherwise impermissible due to the issuance of
authoritative guidance by the appropriate governmental entity that prohibits such minimum
interest rate.
2.1.47 Investment Committee: The Investment Committee is the Anadarko Petroleum Corporation
Investment Subcommittee, as appointed by the Plan Administrator.
2.1.48 IRS: The U.S. Internal Revenue Service.
2.1.49 Joint and Survivor Annuity: An annuity for your life with a survivor annuity for the life of
your Eligible Spouse (or other Beneficiary).
2.1.50 Leased Employee: You are a Leased Employee if you are not an Employee of an Affiliated
Employer but you perform services for an Affiliated Employer pursuant to an agreement
between the Affiliated Employer and any leasing organization, provided that you have
performed such services for the Affiliated Employer or for related persons (within the meaning
of Code Section 144(a)(3)) on a substantially full-time basis for a period of at least one year and
such services are performed under the primary direction or control of the Affiliated Employer.
This definition is construed in accordance with Code Section 414(n) and the regulations
thereunder.
•13 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
2.1.51 Legacy Benefit: The benefit determined under the Plan’s traditional defined benefit program,
which is expressed in the form of a Pension starting as of Normal Retirement Date.
2.1.52 Location Deadline: 180 days after the first day of the month coincident with or next following
the death of the Participant.
2.1.53 Nonparticipating Affiliate: An Affiliated Employer that has not adopted the Plan.
2.1.54 Nonspousal Beneficiary: A Beneficiary who is not the Eligible Spouse.
2.1.55 Nonspousal Benefit Deadline: December 31 of the fifth year following the year in which the
Participant died.
2.1.56 Normal Retirement Age: Age sixty-five (65).
2.1.57 Normal Retirement Benefit Formula: The monthly payment of your Legacy Benefit will
equal 1.40% of your Average Monthly Compensation multiplied by your years of Accrual
Service, plus (a) 0.40% of your Average Monthly Compensation in excess of your Average
Monthly Covered Compensation multiplied by (b) your years of Accrual Service not in excess
of 35 years. Your Average Monthly Compensation, Average Monthly Covered Compensation
and Accrual Service are determined as of your Termination Date. See Part 8 for an example
calculation of a benefit using the Normal Retirement Benefit Formula.
2.1.58 Normal Retirement Date: The date you attain age sixty-five (65). If you terminated
employment before January 1, 2008, the Normal Retirement Date will be the Normal Retirement
Date that was in effect on your Termination Date.
2.1.59 One-Year Break-in-Service: Any year during which you have been credited with no more
than 500 Hours of Service.
2.1.60 Participant: You are a Participant if you are eligible to participate in the Plan and your
participation has not been terminated. If you are a Participant, you will remain a Participant
until the earlier of (a) your death, or (b) your Accrued Benefit has been paid out in its entirety
or forfeited under the Plan. There are four types of Participants under the Plan, namely, APC
Legacy Participants, PWA Participants, Retirement Choice Participants and UPR Participants.
2.1.61 Pay Credit: The credit added to the Personal Wealth Account of a PWA Participant,
determined as a percentage of Compensation, as follows:
(a) As of the end of each pay period, Pay Credits will be added to your Personal Wealth
Account if you were an Active Participant on any day of such pay period.
(b) Pay Credits will be credited to your Personal Wealth Account according to the
following schedule:
Number of Points Amount
Less than 40 5% of Compensation paid during the pay period
•14 • Anadarko Retirement Plan / Summary Plan Description
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40 but less than 50 6% of Compensation paid during the pay period
50 but less than 60 7% of Compensation paid during the pay period
60 but less than 70 9% of Compensation paid during the pay period
70 but less than 80 11% of Compensation paid during the pay period
80 or more 13% of Compensation paid during the pay period
2.1.62 PBGC: The U.S. Pension Benefit Guaranty Corporation.
2.1.63 Pension: If you are an APC Legacy Participant, or an individual Beneficiary who is entitled to
receive benefits after the death of an APC Legacy Participant, a series of monthly benefits that
are payable for your life.
2.1.64 Period of Severance: The period of time that begins on your Severance from Service Date and
ends on the date that you again perform an Hour of Service.
2.1.65 Personal Wealth Account: The notional bookkeeping account reflecting the Personal Wealth
Account benefit that has accrued under the Plan for a PWA Participant.
2.1.66 Personal Wealth Account Benefit: The Actuarial Equivalent of a Participant’s Personal
Wealth Account balance projected (in the case of a Personal Wealth Account Participant who
has not attained Normal Retirement Age as of such date) to the Personal Wealth Account
Participant’s Normal Retirement Age assuming (a) continued Interest Credits up to such Normal
Retirement Age at the annual effective rate of the Variable Interest Rate on the date as of which
the Personal Wealth Account Participant’s Accrued Benefit is being determined and (b) no Pay
Credits for any period after the date as of which the Personal Wealth Account Participant’s
Accrued Benefit is being determined, expressed in the form of a single life annuity for such
Participant’s life payable at Normal Retirement Age; provided, however, that for purposes of
determining the lump sum payable with respect to a Participant’s Personal Wealth Account and
for purposes of applying the minimum vesting requirements, the restrictions on mandatory
distributions and the restrictions on cash-outs under the Code, the term “Personal Wealth
Account Benefit” shall refer to a Personal Wealth Account Participant’s Personal Wealth
Account balance as of any date, which is his balance as of the end of the prior Plan Year
increased by Pay Credits and Interest Credits credited to his Personal Wealth Account for the
current Plan Year.
2.1.67 Plan: The Anadarko Retirement Plan, as it may be amended from time to time.
2.1.68 Plan Year: The twelve consecutive month period commencing January 1 and ending December
31 of each year.
2.1.69 Plan Administrator: The Plan Administrator is the Anadarko Petroleum Corporation
Administrative and Investment Committee, the members of which are appointed by the
Executive Vice President responsible for Human Resources of Anadarko.
•15 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
2.1.70 Points: For any pay period during a year, the sum of (1) the PWA Participant’s age on any given
date, as determined in whole years, and (2) for PWA Participants other than Retirement Choice
Participants, the participant’s whole years of Accrual Service and for Retirement Choice
Participants, the participant’s whole years of Vesting Service as determined for purposes of the
Personal Wealth Account.
2.1.71 Postponed Retirement: For a PWA Participant, retirement after the Normal Retirement Date.
2.1.72 Present Value: The Actuarially Equivalent present value of the Vested Interest in your Accrued
Benefit.
2.1.73 Prohibited Payment: Prohibited Payment includes the following payments:
(a) Any payment, in excess of the monthly amount paid under a single life annuity (plus
any social security supplements described in the last sentence of Code Section
411(a)(9)), to a Participant or Beneficiary whose Annuity Starting Date occurs during
any period a limitation under Code Sections 436(d)(1) or 436(d)(2) is in effect,
(b) any payment for the purchase of an irrevocable commitment from an insurer to pay
benefits, and
(c) any other payment specified by the Secretary of the Treasury by regulations.
Prohibited Payment does not include the payment of a benefit which under Code
Section 411(a)(11) may be immediately distributed without the consent of the Participant.
2.1.74 PWA Participant: You are a PWA Participant if you are (a) an Active Participant, vested
terminated Participant, retired Participant, or Beneficiary, who first satisfied the eligibility
requirements to participate in the Plan on or after January 1, 2008, (b) an Eligible Employee
who is not entitled to accrue additional benefits either (i) as an APC Legacy Participant under
the Plan or (ii) as a Participant under the Kerr-McGee Corporation Retirement Plan, following
your Rehire Date, or (c) a Retirement Choice Participant.
2.1.75 QDRO (Qualified Domestic Relations Order): A domestic relations order that (a) creates or
recognizes the existence of an Alternate Payee’s right to receive all, or a portion of, your
Accrued Benefit and (b) satisfies the other requirements of the Code, as determined by the
Administrative Committee.
2.1.76 QJSA (Qualified Joint and Survivor Annuity): A Joint and Survivor Annuity which (a) is
an annuity payable to you during your and your Eligible Spouse’s joint lifetime, and following
your death, a survivor annuity that is fifty percent (50%) of the amount payable during your and
your Eligible Spouse’s joint lives, to be payable to your surviving Eligible Spouse for life, and
(b) for APC Legacy Participants, is the Actuarial Equivalent of a single life annuity payable for
your life or, if greater, the Actuarial Equivalent of the lump sum benefit payable with respect to
your Legacy Benefit. In the case of a PWA Participant who is entitled to an Accrued Benefit,
QJSA has the meaning set forth in the previous sentence, except that such QJSA will be
Actuarially Equivalent to his Personal Wealth Account.
•16 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
2.1.77 QOSA (Qualified Optional Survivor Annuity): A Joint and Survivor Annuity similar to a
QJSA, except that the percentage of the survivor annuity payable to your Eligible Spouse for
life is equal to seventy-five percent (75%) of the amount of the benefit paid during your lifetime.
2.1.78 QPSA (Qualified Preretirement Survivor Annuity): The death benefit that is payable to your
surviving Eligible Spouse if you die before your Annuity Starting Date.
2.1.79 Qualified Military Service: “Qualified military service” as defined in Code Section 414(u).
2.1.80 Qualifying Termination: An involuntary termination of your employment with the Company
and all its affiliates due to elimination of your position, or at the convenience or discretion of
the Company as specifically authorized by Anadarko’s Vice President of Human Resources.
The Administrative Committee will determine, in its discretion, whether there has been a
Qualifying Termination, and all such determinations will be made on a basis that does not
discriminate in favor of the Highly Compensated Employees.
2.1.81 Rehire Date: If you sever your Service, the date you first complete an Hour of Service for
which you are paid or entitled to payment for the performance of services (as described in the
definition of Hour of Service) from the Company following your Termination Date.
2.1.82 Required Beginning Date: The April 1 of the calendar year following the later of the calendar
year in which you attain age 70½ or retire; provided, however, if you are a 5-percent owner,
your Required Beginning Date will be the April 1 of the calendar year following the calendar
year in which you attain age 70½. If you are a 5-percent owner, distributions must continue to
be distributed to you once they begin even if later you cease to be a 5-percent owner.
2.1.83 Retirement Benefit: If you are a PWA Participant, an amount payable to you or your
Beneficiary under the terms of the Plan.
2.1.84 Retirement Choice: The program described in Part 9 of this SPD under which each APC
Legacy Participant as of December 31, 2011 (other than the CEO of Anadarko or a participant
deemed to be Totally and Permanently Disabled as of December 31, 2011) was offered the
opportunity to make an irrevocable election prior to December 31, 2011, between continuing to
accrue a Legacy Benefit and becoming a PWA Participant as of January 1, 2012, and
participating in the Personal Wealth Account.
2.1.85 Retirement Choice Participant: An APC Legacy Participant who affirmatively elects under
Retirement Choice to become a PWA Participant as of January 1, 2012, and to participate
thereafter in the Personal Wealth Account.
2.1.86 Service: Your employment service with the Company as credited under the Plan.
2.1.87 Severance from Service Date: The earlier of (a) the date on which you die, voluntarily
separate, retire, or are discharged; or (b) the first anniversary of the first day of a period in which
you remain absent from Service (with or without pay) for any other reason, such as your
vacation, holiday, sickness, disability, leave of absence or layoff. In addition, any period of
absence that is not described in the preceding sentence and is incurred by reason of (i) your
pregnancy, (ii) the birth of your child, (iii) the placement of a child with you in connection with
your adoption of such child, or (iv) for purposes of your caring for such child for a period
•17 • Anadarko Retirement Plan / Summary Plan Description
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beginning immediately following such birth or placement, will be deemed to be a period of
absence described in clause (b) of the preceding sentence.
2.1.88 Short Term Disability Leave: An approved leave of absence under your Employer’s leave of
absence policy for a reason that is considered a short-term disability under such policy.
2.1.89 Social Security Retirement Age: The age used as the retirement age under Section 216(l) of
the Social Security Act, as applied without regard to the age increase factor and as if the early
retirement age under Section 216(l) was sixty-two (62).
2.1.90 Social Security Taxable Wage Base: The maximum amount of earnings that may be
considered wages for a year for Social Security tax purposes under the Federal Insurance
Contribution Act (“FICA”) as then in effect.
2.1.91 Summary Plan Description or SPD: The Summary Plan Description of the Anadarko
Retirement Plan, as it may be updated from time to time.
2.1.92 Termination Date: The last day on which you are employed as an Employee of any Affiliated
Employer.
2.1.93 Totally and Permanently Disabled or Total and Permanent Disability: You will be deemed
to be Totally and Permanently Disabled only if you have applied for and are receiving (or would
be receiving but for applicable offsets) disability benefits under a long-term disability plan
maintained by the Company.
2.1.94 Trust: The trust account established to hold the assets of the Plan.
2.1.95 Trustee: The entity which is currently serving as trustee of the Trust.
2.1.96 Union Employee: You are a Union Employee if you are included in a unit of Employees
covered by a collective bargaining agreement that was the subject of good faith bargaining
between the Employees’ representative and the Company, unless such collective bargaining
agreement expressly requires the Company to cover you, or the group of Employees to which
you belong, under the Plan.
2.1.97 Unpredictable Contingent Event Benefit: Any benefit to the extent the benefit would not be
payable but for the occurrence of an unpredictable contingent event. For this purpose, an
unpredictable contingent event means a plant shutdown or similar event, or an event other than
the attainment of any age, performance of any service, receipt or derivation of any
compensation, or the occurrence of death or disability.
2.1.98 UPR Participant: A participant in this Plan who was formerly a participant in the UPR Plan.
2.1.99 UPR Plan: The Pension Plan for Employees of Union Pacific Resources Group, Inc. and
Affiliates, as amended.
2.1.100 USERRA: The federal Uniformed Services Employment and Reemployment Rights Act, as
amended.
•18 • Anadarko Retirement Plan / Summary Plan Description
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2.1.101 Valuation Date: Valuation Date has the meaning given to it in Code Section 430(g)(2).
2.1.102 Variable Interest Rate: The annual effective rate of interest on 30-year Treasury Securities
published monthly by the IRS for the second month preceding the calendar year quarter during
which the week for which Interest Credits are being determined begins.
2.1.103 Vested Interest: The portion of your Accrued Benefit that is nonforfeitable.
2.1.104 Vesting Service: The measure of Service used to determine the nonforfeitable portion of your
Accrued Benefit. See Section 4.1.2 for PWA or 6.1.2 for Legacy Benefits.
2.1.105 Western Gas: Western Gas Resources, Inc.
2.1.106 Western Gas Eligible Employee: You are a Western Gas Eligible Employee if (a) you were
a former employee of Western Gas Resources, Inc., (b) became an Employee between
August 23, 2006 and December 31, 2006, and (c) became a PWA Participant effective as of
January 1, 2008.
2.1.107 Year of Vesting Service: For an APC Legacy Participant, a calendar year in which you are
credited with 1,000 or more Hours of Service. Hours of Service are determined using the 190-
hour rule, which provides that you are credited with 190 Hours of Service for each month in
which you are credited with one Hour of Service. For a PWA Participant, 12 complete months
(whether or not consecutive) of Service (30 days shall be deemed to be a complete month in the
case of aggregation of fractional months) with the Company or an Affiliated Employer generally
equal one year of Vesting Service. Special rules described in Section 9 apply for determining
the years of Vesting Service for Retirement Choice Participants.
•19 • Anadarko Retirement Plan / Summary Plan Description
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PART 3 FREQUENTLY ASKED QUESTIONS
Section 3.1 About the Plan and Summary Plan Description
3.1.1 What is a Summary Plan Description (“SPD”)?
A Summary Plan Description document is a summary of the key provisions of the Plan. Because
it is only a summary, it does not include all of the technical provisions or special exceptions as
set forth in the Plan itself. You have the right to obtain a copy of the Plan document as explained
later in this SPD.
3.1.2 Do the Plan and SPD apply to me?
The provisions of the Plan as amended apply only to Eligible Employees who terminate
employment on or after January 1, 2015, unless otherwise expressly stated in the Plan document.
When you terminate employment, the amount of payment, time of payment, form of payment
and all other terms and conditions of your Accrued Benefit are governed by the terms of the
Plan as in effect at the time you terminate employment unless you return to work at a later date.
For example, if you quit your job and your last day of work was March 25, 2015, your Accrued
Benefit will be determined under the terms of the Plan as in effect on March 25, 2015.
If you stopped working for the Company before January 1, 2015, you should review the
summary plan description and plan documents as were in effect at the time of your termination
to determine your rights and benefits.
3.1.3 Who contributes to the Plan?
The Plan is to be funded solely from contributions by Anadarko. As a Participant, you do not
make any contributions to the Plan.
3.1.4 Why is it important to update my contact information if there are changes?
If the Plan’s administrator cannot find you after reasonable inquiry, your benefit could be
forfeited. If you or your Beneficiary to whom such benefit is payable makes a valid claim for
the benefit, the forfeited benefit would be restored.
3.1.5 How does my participation in this Plan affect my future employment?
This Plan is not a contract of employment. The establishment and maintenance of the Plan is
not an employment contract or other type of employment agreement between you and your
employer. The Plan does not confer any legal right for you to remain employed with any
Company, and you are subject to termination or discipline to the same extent as if the Plan was
not in effect.
•20 • Anadarko Retirement Plan / Summary Plan Description
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Section 3.2 Determining Your Eligibility and Participation
3.2.1 What are the eligibility requirements to participate in the Plan?
In order to participate in the Plan you must be either an Eligible Employee or a formerly Eligible
Employee with a vested benefit in the Plan. If you are an Ineligible Employee, or if you are not
an employee at all, you will not be eligible to become a Participant. If you were previously a
Participant, you will not accrue any additional service under the Plan while you are classified
by Anadarko as an Ineligible Employee even if such classification is retroactively changed.
Once you are a Participant, you will continue to be a Participant until you die or cease to have
any Accrued Benefit under the Plan.
If you are in military service, please consult the Plan document or contact the Anadarko Benefits
Center if you have any questions regarding your participation in the Plan.
3.2.2 How do I know if I am an Eligible Employee or an Ineligible Employee?
You are an “Eligible Employee” if you are employed by the Company on a United States payroll
and are not classified as an Ineligible Employee.
You are an “Ineligible Employee” if:
(a) you are a Union Employee;
(b) you are considered to be a Leased Employee, an independent contractor, or in another
non-Employee status (even if you are retroactively reclassified as an Employee) or if
you perform services for the Company while on the payroll of a third-party employer
of record service, or a staffing or temporary employee agency;
(c) you are not classified as a regular Employee by the Company, or you are classified on
the Company’s payroll system as a “limited benefit employee” (or a similar type of
classification);
(d) you are a non-resident alien who either receives no earned income from the Company
from sources within the United States or are primarily employed to provide services in
other countries (regardless of whether you are processed or maintained on a payroll
system in the United States for administrative convenience or other business reasons);
(e) you are employed by an entity that is not Anadarko or an Affiliated Employer, and you
are seconded or “borrowed” by the Company to provide services on a temporary basis
to the Company;
(f) you are currently accruing a benefit as an active participant in the Kerr-McGee
Corporation Retirement Plan; or
(g) only for years beginning before January 1, 2008, you were covered as a participant
under the Western Gas Resources, Inc. Retirement Plan before its merger into the
Anadarko Employee Savings Plan and you were eligible to receive the eight percent
•21 • Anadarko Retirement Plan / Summary Plan Description
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(8%) “Special Profit Sharing Contribution” under the Anadarko Employee Savings
Plan for the 2006 or 2007 plan year of the Anadarko Employee Savings Plan.
If you became an Employee through an acquisition in which your employer became a member
of the Company’s controlled group, you are an Ineligible Employee beginning with the change
in membership of the group and ending with the last day of the first Plan Year beginning after
the date of the change (i.e., the transition relief period) unless Anadarko, in its discretion,
determines that you are an Eligible Employee under the Plan before that date and notifies you
of such coverage.
3.2.3 How do I enroll in the Plan?
You do not need to do anything to enroll in the Plan. There are no enrollment forms to complete.
Eligible Employees are automatically enrolled in the Plan.
However, to participate in this Plan, you must provide Anadarko with the information it requests,
execute all necessary forms, and answer all questions fully and truthfully as Anadarko deems
appropriate. If you do not do so, but you are otherwise qualified to participate, you will not
become a Participant until the first day of the month on or after you comply with these
requirements. That doesn’t mean you will lose the benefit you would have been accruing in the
interim period. After you comply with all of these requirements, you will be treated as if you
complied from the date compliance was originally required so that you don’t lose any benefits
that you would have accrued during the period of non-compliance.
3.2.4 What is the difference between an APC Legacy Participant, a PWA Participant and a
Retirement Choice Participant?
APC Legacy Participants include most, but not all, Eligible Employees initially hired by the
Company before January 1, 2007. Their benefit is in the form of a traditional defined benefit
pension, also referred to as the “Legacy Benefit.” Information specific to APC Legacy
Participants is found in Part 6 and Part 7 of this SPD.
PWA Participants, on the other hand, include Eligible Employees initially hired by the Company
on or after January 1, 2007, Western Gas Eligible Employees, and other eligible individuals.
Their benefit is in the form of a cash balance account called a “Personal Wealth Account.”
Information specific to PWA Participants is found in Part 4 of this SPD.
Retirement Choice Participants are APC Legacy Participants who affirmatively elected under
Retirement Choice to become PWA Participants as of January 1, 2012, and participate in the
Personal Wealth Account. Retirement Choice Participants retain their Legacy Benefit under the
Plan, which will not increase by reason of their Service completed (or imputed) or Compensation
received (or imputed) after December 31, 2011, but is subject to special interest rate provisions
if distributed in a lump sum upon termination of employment after attaining their Early
Retirement Date or Normal Retirement Date. Information specific to Retirement Choice
Participants is found in Part 9 of this SPD.
•22 • Anadarko Retirement Plan / Summary Plan Description
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Section 3.3 Understanding Your Accrued Benefit
For example benefit calculations, please see Part 8 of this SPD if you are an APC Legacy Participant, Part 5 of this SPD if you are a
PWA Participant or Part 10 of this SPD if you are a Retirement Choice Participant.
3.3.1 Some general rules regarding your Accrued Benefit
If you are participating in the Plan, you will accrue a benefit as either a PWA Participant or as
an APC Legacy Participant, as applicable. However, under no circumstances will you accrue
any benefit simultaneously as both a PWA Participant and an APC Legacy Participant for the
same credited Service or Compensation.
No additional benefits will be payable as a result of a QDRO. The Administrative Committee,
in consultation with the Plan’s actuary as deemed appropriate, will make appropriate
adjustments in order to avoid any duplication of benefits.
Your Accrued Benefit will not exceed the maximum benefit permitted under the Code.
3.3.2 When will I be vested in my Accrued Benefit?
You will be 100% vested in your Accrued Benefit after you complete three (3) years of Vesting
Service. You will also automatically become 100% vested in your Accrued Benefit (a) if you
attain Normal Retirement Age while employed by the Company or an Affiliated Employer, (b)
if your employment is terminated due to a Qualifying Termination, or (c) if you are an APC
Legacy Participant or a PWA Participant and die while you are still employed with an Affiliated
Employer.
Full Years of Vesting Service Vested Interest
Less than 3 years 0%
3 years or more 100%
Vesting Service is counted differently for APC Legacy Participants and PWA Participants. See
the Frequently Asked Questions in Part 4 and Part 6 of this SPD for more information.
If you transfer employment to the Company from any Affiliated Employer, you will be credited
with Vesting Service equal to the number of credited calendar years included in your last
continuous period of employment with such Affiliated Employer, as determined by the
Administrative Committee.
In addition, pursuant to nondiscriminatory rules, the Committee may vote to allow Eligible
Employees to be credited with Vesting Service for periods of service that would otherwise be
disregarded under the Plan. Any decision will be appropriately communicated to the affected
persons.
•23 • Anadarko Retirement Plan / Summary Plan Description
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Medical and Military Leave
If you are absent from employment for any reason for which you are entitled under the Family
and Medical Leave Act (“FMLA”), then you will not be charged with a Period of Severance
with respect to such FMLA leave of absence. In addition, if you are absent from employment
as a result of United States military service and are reemployed within the relevant
reemployment period pursuant to federal law (“USERRA”), the period of your military service
will be counted as Active Service to the extent required by USERRA.
3.3.3 What happens to my Accrued Benefit if the Plan is terminated?
In the event that the Plan is terminated, each affected Participant will be 100% vested in his or
her Accrued Benefit to the extent funded as of the date of such termination. Certain “highly
compensated employees,” however, will be limited to receiving a benefit that satisfies the
nondiscriminatory legal requirements as explained in the Plan.
3.3.4 What Compensation is used to calculate my Accrued Benefit?
Your “eligible pay” includes the total of your base salary or wages, overtime pay, and Anadarko
Incentive Program bonus payments. Compensation is limited to the Annual Compensation Limit
and prorated to the extent required by applicable law. Please refer to the complete definition of
Compensation in Section 2.1.26.
3.3.5 What happens to my Accrued Benefit if I transfer to an Affiliated Employer?
If you transfer from the Company to an Affiliated Employer that has adopted the Plan, your
participation in the Plan will not be affected-you will remain eligible to accrue a benefit as either
a PWA Participant or as an APC Legacy Participant, as applicable.
If you transfer from the Company to a Nonparticipating Affiliate you will not be considered to
have terminated employment and thus you will not be entitled to a distribution of your Accrued
Benefit under the Plan. You will not accrue any additional Accrual Service (or Points for Pay
Credits if you are a PWA Participant) while employed by a Nonparticipating Affiliate. However
you will be credited with Vesting Service (and Interest Credit if you are a PWA Participant)
while you are so employed.
3.3.6 May I transfer my Accrued Benefit to someone else?
Your Accrued Benefit may be transferred to someone else only under a QDRO or a specific type
of judgment or settlement that is permitted under ERISA or the Code. Otherwise, your Accrued
Benefit is not transferable or assignable, nor may it be garnished or levied.
Section 3.4 Choosing Your Beneficiary
3.4.1 Who receives my Accrued Benefit if I die?
You will have the right to designate the Beneficiary or Beneficiaries to receive any payments in
the event a benefit is payable after your death.
•24 • Anadarko Retirement Plan / Summary Plan Description
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If you are married, your Eligible Spouse MUST consent to any change in Beneficiary or any change in form of payment for the
change to be valid.
3.4.2 How do I choose a Beneficiary? May I change my mind later?
You make your choice of Beneficiary on the form prescribed by the Plan. You may complete
the form online at the Anadarko Benefits Center website at
https://www.Anadarkoadvantage.ehr.com/
or you may request a paper form. If you are married and choose a Beneficiary other than your
Eligible Spouse, you must obtain the written consent of your Eligible Spouse. Your Eligible
Spouse’s consent and acknowledgment must be in writing and witnessed by a Plan
representative or notary public in order to be effective. A spousal consent form may be
downloaded from the Anadarko Benefits Center website.
The Spousal Consent form must be returned to the Anadarko Benefits Center address listed in
Section 1.4. Once spousal consent has been given, it may not be revoked by your Eligible
Spouse without your consent.
Your choice may be changed at any time before you make your benefit election by filling out a
replacement form and returning it to the Anadarko Benefits Center.
3.4.3 What if I do not choose a Beneficiary or my designation is invalid?
If no valid designation of your Beneficiary is on file at the time of your death, your Beneficiary
will be (a) your Eligible Spouse or (b) if there is no Eligible Spouse, the executor or
administrator of your estate (or your heirs under state law if there is no administration of your
estate). If one or more, but not all of your designated Beneficiaries of the same type (primary
or contingent) predecease you and the portion of your death benefit payable to the individual
predeceased Beneficiary does not exceed $50,000 (determined as if the Beneficiary would have
received such death benefit in the form of a lump sum payment), it will be paid to the executor
or administrator of your estate, or to your heirs under state law if there is no administration of
your estate; however, if the portion of your death benefit payable to the individual predeceased
Beneficiary equals or exceeds $50,000 (determined as if the Beneficiary would have received
such death benefit in the form of a lump sum payment), it will be paid to the executor or
administrator of the Beneficiary’s estate, or to his or her heirs under state law if there is no
administration of his or her estate. These default designation provisions apply to Plan death
benefits regardless of your Termination Date, including Legacy Benefits, benefits under the
UPR Plan, and Personal Wealth Account Benefits.
Your Beneficiary and/or Eligible Spouse may be disqualified from receiving Plan benefits if he
or she would be disqualified from inheriting your assets under state law because he or she brings
about your death. In that event, your Beneficiary will be determined disregarding any such
disqualified person.
•25 • Anadarko Retirement Plan / Summary Plan Description
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3.4.4 What if my Beneficiary is a Minor or Incompetent?
Please see the Plan for special rules that apply when a Beneficiary is a minor or is incompetent
under applicable law. Call the Anadarko Benefits Center for more information.
3.4.5 What is required for my Eligible Spouse to consent to another Beneficiary or another
Form of Payment at the time of my election?
Your Eligible Spouse must acknowledge (a) the specific form of payment that has been elected,
(b) the person who has been designated as Beneficiary, and (c) the effect of such consent. Your
Eligible Spouse’s consent and acknowledgment must be in writing and witnessed by a Plan
representative or notary public in order to be effective.
Once spousal consent has been given, it may not be revoked by your Eligible Spouse without
your consent. The Spousal Consent form must be returned to the Anadarko Benefits Center
address listed in Section 1.4.
If the form of benefit you have elected allows it, your choice of beneficiary may be changed at
any time by filling out a replacement form and returning it to the Anadarko Benefits Center.
You may revoke any election, in writing, during the election period and without spousal consent.
After any such revocation, the standard form of distribution will be the default form of payment
unless you make another election (which is subject to the spousal consent requirements if you
are married) within the election period.
3.4.6 My husband (or wife) and I are separated. Is spousal consent waived?
No, it is not. You will not need spousal consent only if you establish to the satisfaction of the
Administrative Committee that such consent may not be obtained because (a) you have no
Eligible Spouse, (b) your Eligible Spouse cannot be located, or (c) there exists another
circumstance for waiving the spousal consent requirements as prescribed under the Plan and the
Code. Otherwise, spousal consent will still be required.
Spousal consent may be waived if your Eligible Spouse has already previously validly
consented, in writing, to your choice of a Beneficiary and that consent both (1) permits changes
without further spousal consent and (2) acknowledges the effect of such consent by the Eligible
Spouse.
3.4.7 My husband (or wife) is my Beneficiary and we just divorced. Do I need to choose a new
Beneficiary?
Yes. You will need to choose a new Beneficiary or redesignate your ex-spouse as your
Beneficiary. Once you and your spouse divorce, your designation of your spouse as Beneficiary
is automatically void unless a QDRO requires your former spouse to be designated as your
Eligible Spouse for all or a portion of your Accrued Benefit.
If you would like your ex-spouse to continue as your Beneficiary after a divorce, you may
choose to redesignate him or her as your Beneficiary. This redesignation must occur after your
divorce in order to be valid.
•26 • Anadarko Retirement Plan / Summary Plan Description
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3.4.8 Can my Beneficiary roll over the benefit he or she receives?
Your Beneficiary may elect to have all or any portion of an Eligible Rollover Distribution rolled
over directly to an Eligible Retirement Plan, including the Anadarko Employee Savings Plan,
but subject to certain restrictions as outlined in the Plan.
Section 3.5 Distribution Options
3.5.1 What is the standard form of distribution?
If you are married on your Annuity Starting Date, the standard form of benefit distribution is a
Qualified Joint and Survivor Annuity (“QJSA”). If you are not married on your Annuity Starting
Date, the standard form of benefit payment is a single life annuity. This is how your benefit will
be paid unless you validly elect an optional form of distribution and meet the requirements to
receive that optional form.
3.5.2 How do the joint and survivor annuities work?
A joint and survivor annuity pays a benefit to you each month for the rest of your life and then,
after you die, pays a percentage of that benefit amount each month to your Beneficiary until he
or she dies. The Qualified Joint and Survivor Annuity (“QJSA”) is a type of joint and survivor
annuity that pays a 50% survivor benefit to your Eligible Spouse. The Qualified Optional
Survivor Annuity (“QOSA”) is a type of joint and survivor annuity that pays a lesser monthly
benefit to you, but after you die, it pays 75% of that benefit to your surviving spouse each month
until he or she dies.
If your joint annuitant dies before your Annuity Starting Date, your choice of benefit will be
cancelled automatically and replaced with the standard form of distribution, unless you elect a
new optional form of benefit. The death of your joint annuitant after your Annuity Starting Date
will not affect your annuitant election or permit you to revoke such election or to make a new
election.
Example: Jessica is married and participates in the Plan. She elects to receive a QJSA upon
retirement, and her benefit is calculated to be $900 per month. This means that as long as Jessica
is alive, she will receive a benefit of $900 each month. Because the QJSA pays a 50% survivor
benefit, her husband would receive $450 each month after Jessica dies if he survives her.
However, if after the Annuity Starting Date, Jessica’s husband dies before Jessica, no benefit
will be paid after Jessica dies.
If Jessica had selected the QOSA, the amount payable each month while Jessica was alive would
have been an actuarial equivalent that is less than $900 to compensate for the fact that her
husband would receive a larger percentage benefit after she dies if he should survive her.
3.5.3 How do I elect an optional form of distribution?
Before your expected Annuity Starting Date, the Anadarko Benefits Center will provide you
with written notice that includes a general description of the material features of the standard
form of benefit and an explanation of the relative values of the optional forms of benefit
•27 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
available under the Plan and of your right, if any, to defer receipt of your distribution, as well as
an explanation of your right to a Direct Rollover.
After you or your surviving Beneficiary, as applicable, have received such notice, you or your
surviving Beneficiary may elect a form of distribution and, if permitted with respect to the
benefit payable, an Annuity Starting Date. Your election must be made in writing during the
“election period” that commences on the date the Anadarko Benefits Center provides you or
your Beneficiary, as applicable, with the notice and ends on the 181st day after such notice is
provided.
If you are married and you elect to receive your Accrued Benefit in a form of distribution other
than a QJSA, such as a lump sum payment, you must first obtain the written consent of your
Eligible Spouse. For more information on spousal consent, see Section 3.4.5.
3.5.4 What happens if I don’t choose a distribution form?
If you attain Normal Retirement Age and do not elect a form of distribution, your Accrued
Benefit will be distributed to you in the standard form of distribution. If you have not (i) attained
your Normal Retirement Age and (ii) elected a form of distribution and an Annuity Starting
Date, your Accrued Benefit will not be distributed until your Normal Retirement Date or, if
earlier, until the date you elect. If your Eligible Spouse is entitled to a Qualified Preretirement
Survivor Annuity (“QPSA”) and he or she does not elect a form of distribution and Annuity
Starting Date, the QPSA will not be distributed until the date on which you would have attained
your Normal Retirement Age.
3.5.5 If my lump sum benefit is small, why am I not offered any annuity options?
Regardless of your election or the spousal consent requirements, if the Present Value of your
Accrued Benefit is $5,000 or less as of your Termination Date, the Present Value will be paid
in a lump-sum payment as soon as administratively practical following your Termination Date.
The lump sum payment will be paid:
(a) to you if the Present Value of your Accrued Benefit is $1,000 or less;
(b) to you if the Present Value of your Accrued Benefit is more than $1,000, but not more
than $5,000, and you choose to have the payment be made to you;
(c) as a Direct Rollover to the Eligible Retirement Plan you selected if the Present Value
of your Accrued Benefit is more than $1,000, but is not more than $5,000, and you
choose an Eligible Retirement Plan for the rollover; or
(d) to an individual retirement account with a financial institution, as chosen by the
Administrative Committee, if the Present Value of your Accrued Benefit is more than
$1,000, but is not more than $5,000, and you do not elect to have your distribution paid
as a Direct Rollover to an Eligible Retirement Plan or directly to you.
The Administrative Committee may, but is not required to, recalculate your Accrued Benefit as
of any subsequent date to determine whether a lump sum amount is payable under this Section
3.5.
•28 • Anadarko Retirement Plan / Summary Plan Description
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3.5.6 Can my distribution be rolled over?
You, your Eligible Spouse (or other Beneficiary) may elect to have all or any portion of an
Eligible Rollover Distribution rolled over directly to an Eligible Retirement Plan, including the
Anadarko Employee Savings Plan, but subject to certain restrictions as outlined in the Plan.
•29 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
PART 4 PWA PARTICIPANT BENEFIT PROVISIONS
This Part 4 applies exclusively to PWA Participants. For example benefit calculations, see Part 5 of this SPD.
Section 4.1 Frequently Asked Questions
4.1.1 What are the eligibility requirements to be a PWA Participant?
Prior to January 1, 2012, if you were an Eligible Employee who was not participating in the Plan
prior to January 1, 2008, you were eligible to become a PWA Participant on the latest of January
1, 2008, your Hire Date, or your Rehire Date.
Further, if you are a Western Gas Eligible Employee, you were eligible to participate in the Plan
as a PWA Participant as of January 1, 2008, but only if you were an Eligible Employee when
you become eligible for coverage under the Plan.
On and after January 1, 2012, if you were a PWA Participant as of December 31, 2011, you will
continue to participate as a PWA Participant.
If you are a Retirement Choice Participant, you will become a PWA Participant as of January 1,
2012.
Subject to the provisions for rehired Employees that follow, if you are hired by the Company as
an Eligible Employee on or after January 1, 2012, you will be eligible to become a PWA
Participant as of your Hire Date.
If you transfer employment from a Nonparticipating Affiliate (including a foreign subsidiary)
to a class of Eligible Employees on or after January 1, 2012, you will be eligible to participate
in the Plan as a PWA Participant as of the date of your transfer to covered employment with the
Company.
If you are a rehired Eligible Employee, you will become a PWA Participant as of your Rehire
Date if (a) you were a PWA Participant as of your prior Termination Date, (b) your prior
Termination Date occurred on or before December 31, 2011, and your Rehire Date occurs after
the one year anniversary of your prior Termination Date or (c) your prior Termination Date
occurs on or after January 1, 2012.
4.1.2 How do I calculate my Accrual Service (for Points and Pay Credits) and my Vesting
Service?
The vesting rules for a PWA Participant are regulated by law and are complicated. This SPD
contains a brief explanation of how your Vesting Service and your Accrual Service are
calculated. However, see Part 9 for special provisions that apply to the calculation of Vesting
Service and Accrual Service of Retirement Choice Participants. If you have any questions
regarding the calculation of your Vesting Service or your Accrual Service, please contact the
Anadarko Benefits Center at 1-866-472-4711. Vesting Service and Accrual Service are
calculated in the same manner.
•30 • Anadarko Retirement Plan / Summary Plan Description
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(a) Calculation Method (same for both Vesting Service and Accrual Service)
If you are a PWA Participant, your Vesting Service is your total years and complete months of
Service with any Affiliated Employer.
If you have non-successive periods of service, those periods will be added together to create
your total years of Vesting Service. When adding together non-successive periods of service,
thirty (30) days will be considered to be one month, and twelve (12) months will be considered
to be one year.
Service includes a period of employment while you are an “Ineligible Employee” as described
in Section 3.2.2 provided that you are actually employed by Anadarko or another Affiliated
Employer during such period. Such service includes periods of employment with Anadarko or
another Affiliated Employer while you are a temporary employee and/or are classified as a
“limited benefit employee.”
Example:
A PWA Participant who earned Vesting Service during the following non-consecutive periods
would have 4 years, 10 months, and 12 days of service:
Service A April 25, 2009 to May 12, 2010
Service B February 16, 2013 to October 14, 2014
Service C November 5, 2016 to December 31, 2018
To Calculate the Vesting Service:
Step 1: Calculate Service A 1 year and 18 days
Step 2: Calculate Service B 1 year and 7 months and 28 days
Step 3: Calculate Service C 2 years and 1 month and 26 days
Step 4: Add the days portion for Service A ,Service B , and Service C
18 days + 28 days + 26 days = 72 days
30 days equals 1 month, so the days portion equals 2 months and 12 days.
Step 5: Add the months portion and years portion to the days portion
4 years + 8 months + (2 months and 12 days) = 4 years, 10 months, and 12 days
Period of Severance
A one year Period of Severance is a 12-consecutive month period that begins on your Severance
from Service Date and ends on the first anniversary of that date if you have not yet performed
an Hour of Service after severing from service.
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If you sever from service because you voluntarily separate, retire, or are discharged, and you
then perform an Hour of Service within 12 months of the Severance from Service Date, your
Period of Severance will be deemed to have been a period of Vesting Service.
However, if you were absent from service when you severed, you must perform an Hour of
Service, within 12 months of the date on which you were first absent from service, to have the
Period of Severance deemed a period of Vesting Service.
(b) Credit for Prior Service
You will be credited with Accrual Service for the number of whole years of your period of
service with any Company, whether or not such periods of service were completed
consecutively, subject to the following provisions:
(1) Except as otherwise provided below, in determining the number of whole years
of service, your non-successive periods of service will be aggregated as
described in Section 4.1.2(a) above. You will generally receive credit for
Accrual Service for any Period of Severance that is treated as a period of
service for purposes of Vesting Service.
(2) A “Year of Accrual Service” will mean a 12-month period of service with any
Affiliated Employer starting on your Hire Date or Rehire Date, whichever is
applicable, and ending on your Termination Date.
(3) Prior Accrual Service Restored. For purposes of calculating future Pay
Credits, your prior Accrual Service will be reinstated in accordance with the
following:
(i) Not Vested. If you are not vested in your Accrued Benefit, incur a
Five-Year Period of Severance, and are subsequently reemployed
by the Company, Accrual Service before your Rehire Date will not
be taken into account as Accrual Service following your Rehire
Date. If you are not vested in your Accrued Benefit as of your
Termination Date, and you are subsequently reemployed by the
Company before incurring a Five-Year Period of Severance, all
Accrual Service earned before your Period of Severance will be
reinstated on your Rehire Date.
(ii) Vested. If you are vested in your Accrued Benefit, terminate
employment, and are subsequently reemployed by the Company,
all Accrual Service earned before your Termination Date will be
reinstated on your Rehire Date.
(iii) Determination of Prior Accrual Service. For purposes of
determining your years of Accrual Service to be restored if you
were an APC Legacy Participant or a participant in the Kerr-
McGee Corporation Retirement Plan before your Termination
Date, your Accrual Service after your Rehire Date will be
calculated as though you were a PWA Participant as of your
Termination Date.
•32 • Anadarko Retirement Plan / Summary Plan Description
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4.1.3 When will I earn additional Points for Pay Credits?
Points are generally based on the sum of your age and your Years of Accrual Service with the
Company. However, for Retirement Choice Participants, Points are based on the sum of your
age and your Years of Vesting Service. Both age and service are measured in completed years.
As a result, you will gain an additional Point on each birthday and on each service anniversary
date with the Company. For example, an employee aged 44 years and 9 months with 3.5 Years
of Accrual Service would have 47 points (i.e., 44 years of age plus 3 completed Years of Accrual
Service).
4.1.4 How do I determine my PWA account balance?
Unless (a) or (b) below apply to you, the initial balance in your Personal Wealth Account is
zero. Thereafter, the balance in your Personal Wealth Account will be the sum of your initial
balance plus your credited Pay Credits and Interest Credits under the Plan.
(a) If your Hire Date was at any time during the year ending on December 31, 2007, your
initial balance is your Compensation for the 2007 year multiplied by the number of
Pay Credits that correspond to your number of Points as of December 31, 2007.
(b) If you are a Western Gas Eligible Employee, your initial balance will be your
Compensation for the 2007 year multiplied by the number of Pay Credits that
correspond to your number of Points as of December 31, 2007, less the dollar amount
of the “Special Profit Sharing Contribution”, if any, that was allocated to your account
under the Anadarko Employee Savings Plan for the 2007 year.
4.1.5 How old must I be to retire?
The Plan defines your Normal Retirement Age as age 65, but you can continue to earn benefits
after age 65. Your Accrued Benefit is your Personal Wealth Account Benefit as of your
Termination Date.
4.1.6 What will happen to my Accrued Benefit if I terminate employment before Normal
Retirement Age?
If you are vested in your Accrued Benefit, you may begin receiving your Retirement Benefit as
provided in Section 4.1.8. The benefit you receive will be payable in the form of payment that
you validly elect and will be actuarially equivalent to your vested Accrued Benefit.
4.1.7 What will happen to my Accrued Benefit if I retire at or after my Normal Retirement Age?
If you retire on your Normal Retirement Date, you are entitled to receive a Retirement Benefit
on the first day of the month coincident with or next following your Normal Retirement Date or
any month thereafter, provided that benefits must start no later than your Required Beginning
Date. Your benefit will be equal to your Accrued Benefit, and will be payable in the form of
payment that you elect.
You may remain in Service beyond your Normal Retirement Age. If you retire after your
Normal Retirement Date, it is called Postponed Retirement. You may begin receiving a
Retirement Benefit on the first day of the month following the date of your Postponed
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Retirement or any month thereafter, provided that benefits must start not later than your
Required Beginning Date. Your benefit upon Postponed Retirement will be equal to your
Accrued Benefit, which is payable in the form of payment you elect.
4.1.8 When do my benefits start if I terminate employment before my Normal Retirement Age?
If you terminate employment before your Normal Retirement Age, you are deemed to enter
retirement on the date of your termination of employment and your benefit will commence as
follows (but in no event later than your Required Beginning Date):
(1) If your request is received by the Administrative Committee no later than thirty (30)
days before your retirement, then the benefit will begin as of the later of:
(i) the first day of the month coincident with or next following your
retirement; or
(ii) the first day of the month you select.
(2) If your request is received by the Administrative Committee within thirty (30) days
before your retirement, then the benefit will begin as of the later of:
(i) the first day of the month coincident with or next following the date thirty
(30) days after the date your request is received; or
(ii) the first day of the month you select.
(3) If your request is received by the Administrative Committee after your Retirement,
your benefit will start as of the later of:
(i) the first day of the month coincident with or next following the sixtieth
(60th) day from the date your request was received; or
(ii) the first day of the month you select.
4.1.9 How is my Accrued Benefit affected if I am on Short Term Disability Leave?
If you take Short Term Disability Leave, you will continue to accrue Pay Credits and Interest
Credits each month while on Short Term Disability Leave. The Compensation used for
calculating the Pay Credits you accrue while on Short Term Disability Leave will be determined
by disregarding the short term disability pay received by you during your Short Term Disability
Leave and including, in lieu thereof, your ABBR while on Short Term Disability Leave based
on the length of your Short Term Disability Leave.
•34 • Anadarko Retirement Plan / Summary Plan Description
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4.1.10 How is my Accrued Benefit affected if I am on Total and Permanent Disability?
If you terminate employment due to Total and Permanent Disability before your Normal
Retirement Date, you will be entitled to receive a Retirement Benefit as of the month next
following your date of disability, and you may elect to receive your benefit commencing as set
forth in Section 4.1.8. Your date of disability is the day after the last day you actually performed
Service for the Company before your Total and Permanent Disability.
If you are Totally and Permanently Disabled, you will continue to accrue Pay Credits and
Interest Credits for each month you are Totally and Permanently Disabled until either you cease
to be Totally and Permanently Disabled or you choose to receive a Retirement Benefit. Monthly
Compensation for purposes of determining your Pay Credits will be your ABBR as of the day
before you became Totally and Permanently Disabled. Upon receipt of a Retirement Benefit,
you will cease accruing Pay Credits and Interest Credits.
4.1.11 What will happen to my Accrued Benefit if I die before my Annuity Starting Date?
If you die after your Termination Date while you are not vested, neither your Eligible Spouse
or other Beneficiary will be entitled to receive a benefit under the Plan. However, if you die
while you are still actively employed with an Affiliated Employer, you will be 100% vested
upon death.
If you are vested in your benefit when you die (either because you died while actively employed
or you accrued sufficient Vesting Service before your Termination Date), your Beneficiary will
be eligible to receive your Accrued Benefit payable as either a lump sum or as a single life
annuity, as explained in detail in the Plan. If your Beneficiary dies before starting benefits, the
Accrued Benefit will be paid in a lump sum to your Beneficiary’s estate upon receipt by the
Anadarko Benefits Committee of appropriate directions.
If you die while performing Qualified Military Service, you will be deemed to have been
reemployed at the time of your death for purposes of determining whether any death benefit
would be applicable under the Plan and the amount of the benefit (the calculation of which shall
exclude any benefits attributable to the your period of Qualified Military Service).
4.1.12 What will happen to my Accrued Benefit if I die after my Annuity Starting Date?
If you die on or after your Annuity Starting Date (whether or not payment of your benefit has
actually begun), the only benefit payable to your Beneficiary will be pursuant to the form of
annuity benefit you were receiving or had elected to receive.
4.1.13 What is the standard form of distribution for my Accrued Benefit?
If you are married on your Annuity Starting Date, the standard form of benefit distribution is a
QJSA. If you are not married on your Annuity Starting Date, the standard form of benefit
payment is a single life annuity. This is how your benefit will be paid unless you validly elect
an optional form of distribution and meet the requirements to receive that optional form.
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4.1.14 What are the optional forms of distribution for my Accrued Benefit?
(a) Lump Sum Distribution. You may elect payment of your Accrued Benefit in a single
lump sum. The payment of any lump sum to you or your Eligible Spouse (or other
Beneficiary) will relieve the Plan of any obligation to provide a further benefit.
(b) Single Life Annuity. If you are married, you may elect a single life annuity for your
life as an optional form of benefit.
(c) Joint and Survivor Annuity. You may elect to have your Accrued Benefit paid in an
annuity for your life, with a survivor’s annuity equal to 50%, 75% or 100% (as you
elect) of the amount you received during your lifetime.
(d) Term Certain and Life Annuity. An annuity for a term certain of five years or ten years
(as you elect) and continuous for your life if you survive the term certain (subject to
restrictions described in the Plan).
See Part 9 for the special provisions that apply to the distribution of Accrued Benefits of
Retirement Choice Participants.
4.1.15 Can the distribution of my Accrued Benefit be rolled over?
You or your Eligible Spouse (or other Beneficiary) may elect to have all or any portion of an
Eligible Rollover Distribution rolled over directly to an Eligible Retirement Plan, including the
Anadarko Employee Savings Plan, but subject to certain restrictions as outlined in the Plan.
•36 • Anadarko Retirement Plan / Summary Plan Description
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PART 5 PWA PARTICIPANT BENEFIT EXAMPLES
If you are a PWA Participant, Anadarko makes two separate contributions on your behalf: a
contribution to your Personal Wealth Account (“PWA”) based on your age and service as
described in this Part 5 and an additional 4% contribution to your Anadarko Employee Savings
Plan account. More information about the 4% contribution can be found in the Summary Plan
Description for the Anadarko Employee Savings Plan.
Definitions
Personal Wealth Account Balance — This is the accumulated balance of your PWA as of the
end of each pay period. The starting or beginning balance at Date of Hire is zero. Refer to
Section 4.1.4 for information about your beginning balance if you were hired before January 1,
2008.
Pay Credits — Each pay period your PWA will be credited with a percentage of that pay
period’s Compensation according to the following schedule:
Points Percent
Less than 40 5.0
40-49 6.0
50-59 7.0
60-69 9.0
70-79 11.0
80+ 13.0
Interest Credits — Each week your PWA will be credited with Interest Credits based on the
annual effective rate of interest on 30-year U.S. Treasury Securities. The rate will change at the
beginning of each calendar quarter based on government published rates applied to pension
plans.
Determining Your Account Balance
Step 1: Determine your Points. Points are based on the sum of your age and your Years of
Accrual Service with the Company. Both age and service are measured in completed years. As
a result, you will gain an additional Point on each birthday and on each service anniversary date
with the Company. For example, an employee aged 44 years and 9 months with 3.5 Years of
Accrual Service would have 47 points (i.e., 44 years of age plus 3 completed Years of Accrual
Service).
Step 2: Multiply the pay period’s Compensation by the applicable percent from the table above
to determine the period’s Pay Credit.
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Step 3: Increase the beginning PWA balance with interest and add the Pay Credit to your PWA
balance. This is your beginning cash balance for the next pay period.
Example
The following is an example of the calculation of the cash balance for a newly hired employee
age 39 and 11 months earning $50,000 in Compensation per year and paid on a biweekly basis.
Note that between the 2nd and 3rd pay periods this employee has his 40th birthday and, as a
result, has earned an additional Point which entitles him to a higher Pay Credit contribution.
Pay Period
Compensation for the Pay
Period Points
Contributions for the Pay
Period Interest
Credited* Account Balance at End of Pay Period
1 $1,923.08 39 $96.15 $0.00 $96.15
2 $1,923.08 39 $96.15 $0.18 $192.48
3 $1,923.08 40 $115.38 $0.36 $308.22
4 $1,923.08 40 $115.38 $0.58 $424.18
5 $1,923.08 40 $115.38 $0.80 $540.36
6 $1,923.08 40 $115.38 $1.01 $656.75
7 $1,923.08 40 $115.38 $1.23 $773.36
Note: For this example, a 5% Interest Credit was used. The interest crediting rate, which will
vary, will be applied to amounts for each week until the date of distribution of the entire PWA
balance.
To view your current PWA balance and model future benefits using your own assumptions for
retirement age and salary growth, visit https://www.Anadarkoadvantage.ehr.com/ and click on
the Explore Your Retirement link.
•38 • Anadarko Retirement Plan / Summary Plan Description
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PART 6 APC LEGACY PARTICIPANT BENEFIT PROVISIONS
This Part 6 applies exclusively to APC Legacy Participants. For example benefit calculations, see Part 8 of this SPD.
Section 6.1 Frequently Asked Questions (APC Legacy Participants)
6.1.1 What are the eligibility requirements to be an APC Legacy Participant?
Prior to January 1, 2012, subject to the provisions for rehired Employees that follow, if you were
an Eligible Employee and you were actively participating in the Plan as of December 31, 2007,
you were eligible to continue to participate as an APC Legacy Participant.
On and after January 1, 2012, subject to the provisions for rehired Employees and Retirement
Choice Participants that follow, if you are an Eligible Employee and you were actively
participating in the Plan as an APC Legacy Participant as of December 31, 2011, you will
continue to participate as an APC Legacy Participant.
If you are a rehired Eligible Employee, you will resume participation as an APC Legacy
Participant on your Rehire Date if you were accruing benefits as an APC Legacy Participant
during 2011, your immediately preceding Termination Date occurred on or before December
31, 2011, and your Rehire Date occurs on or before the one year anniversary of your Termination
Date.
If you were formerly an Eligible Employee with an Accrued Benefit as of your Termination
Date, you will continue to be an APC Legacy Participant with respect to such Accrued Benefit.
If you are a Retirement Choice Participant, you will continue to be an APC Legacy Participant
with respect to your accrued Legacy Benefit as of December 31, 2011, but your accrued Legacy
Benefit will not increase by reason of your Service completed (or imputed) or Compensation
received (or imputed) after December 31, 2011.
6.1.2 How do I calculate my Vesting Service and Accrual Service?
You will be credited with one year of Vesting Service and Accrual Service for each year for
which you are credited with 1,000 or more Hours of Service. Vesting Service and Accrual
Service are calculated using the 190-hour rule. If you are paid for at least one hour in any given
month, you will be credited with 190 hours for that month.
If you have no Vested Interest as of your Termination Date, and then you incur a One-Year
Break-in-Service, your years of Vesting Service completed before the One-Year Break-in-
Service will be disregarded in determining your years of Vesting Service until you complete one
year of Vesting Service after your Rehire Date.
If you have no Vested Interest as of your Termination Date, and then you incur a Five-Year
Break-in-Service, your years of Vesting Service completed before the Five-Year Break-in-
Service will be disregarded in determining your years of Vesting Service after your Rehire Date.
•39 • Anadarko Retirement Plan / Summary Plan Description
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6.1.3 What happens to my Accrued Benefit if I leave the Company and then am reemployed
while in pay status?
If you terminated employment and you are later reemployed before six months have passed, or
before you began to receive your benefit payments under the Plan, your benefit payments will
be suspended while you are reemployed.
If you terminated employment, were not reemployed for at least six months, and then
reemployed after you began to receive your benefit payments under the Plan, you will continue
to receive your benefit payments while you are reemployed.
When your reemployment ends, whether or not payment of your benefit was suspended during
the reemployment, your benefit will be calculated based upon your Accrual Service as credited
both for employment completed before your reemployment and your employment completed
after your reemployment, but will be reduced by the Actuarial Equivalent of all amounts that
you previously received from the Plan.
If your Accrued Benefit is recalculated as a result of your reemployment with the Company, the
date payment of the recalculated benefit begins is considered a new Annuity Starting Date. Any
elections and consents made for the new Annuity Starting Date will apply to the Accrued Benefit
that you accrued both before and after your reemployment.
6.1.4 How old must I be to retire?
If you choose to retire as of your Normal Retirement Date, you may begin receiving your
Pension benefits under the Plan at Normal Retirement Age (65). If you choose to retire on an
Early Retirement Date and have at least five years of Vesting Service, you may begin receiving
your Pension benefits at any age between 55 and 65. However, if you choose to begin your
benefits before age 62, your monthly benefit will be actuarially reduced to account for your
longer life expectancy.
6.1.5 What will happen to my Accrued Benefit if I retire or terminate employment before
Normal Retirement Age?
If you are vested in your Accrued Benefit, it will be distributed as described in Section 6.2.
6.1.6 What will happen to my Accrued Benefit if I retire at Normal Retirement Age?
You will be entitled to Pension benefits starting on the first day of the month coincident with or
next following your Normal Retirement Date. The timing of your benefit is explained in Section
6.2.3.
6.1.7 What is the formula for calculating my Pension benefits at Normal Retirement Age?
The monthly payment of your Pension benefits will equal 1.40% of your Average Monthly
Compensation multiplied by your years of Accrual Service, plus (a) 0.40% of your Average
Monthly Compensation in excess of your Average Monthly Covered Compensation multiplied
by (b) your years of Accrual Service not in excess of 35 years. Your Average Monthly
Compensation, Average Monthly Covered Compensation and Accrual Service are determined
as of your Termination Date.
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6.1.8 What will happen to my Accrued Benefit if I retire after Normal Retirement Age?
Your benefit will be a Pension starting on the first day of the month coincident with or next
following your Termination Date. The monthly payment of such Pension will equal the greater
of (a) or (b) below:
(a) 1.40% of your Average Monthly Compensation multiplied by your years of Accrual
Service, plus (1) 0.40% of your Average Monthly Compensation in excess of your
Average Monthly Covered Compensation multiplied by (2) your years of Accrual
Service not in excess of 35 years. Your Average Monthly Compensation, Average
Monthly Covered Compensation, and Accrual Service are determined as of your
Termination Date; or
(b) The monthly amount of the Pension that is the Actuarial Equivalent of your Accrued
Benefit on your Normal Retirement Date, as determined under Section 6.1.7.
6.1.9 What will happen if I go on Short Term Disability Leave?
In the event you take Short Term Disability Leave, you will continue to accrue Accrual Service
each month while on Short Term Disability Leave. When calculating the Accrued Benefit you
accrue while on Short Term Disability Leave, Compensation is determined by disregarding the
short term disability pay you receive during your Short Term Disability Leave and, in its place,
including your ABBR while on Short Term Disability Leave based on the length of your Short
Term Disability Leave.
6.1.10 What will happen if I become Totally and Permanently Disabled?
If you become Totally and Permanently Disabled, you may continue to accumulate Vesting
Service and Accrual Service during the period that you receive income replacement benefits
under the Company’s long term disability plan.
(a) If your employment is terminated due to Total and Permanent Disability before your
Normal Retirement Date, you will be entitled to receive, as of your Normal Retirement
Date, a benefit that is the Actuarial Equivalent of a Pension starting on the first day of
the month coincident with or next following your Normal Retirement Date, with each
monthly payment of such Pension computed in the manner provided for in Section
6.1.7, based upon (a) the Accrual Service you would have completed had your
employment continued to your Normal Retirement Date, and (b) the Average Monthly
Compensation and the Average Monthly Covered Compensation you would have had
if your employment had continued to your Normal Retirement Date, and during such
period, you had received annual Compensation equal to the average of the monthly
Compensation you received during the 12-month period immediately preceding the
date your employment was terminated due to such disability.
If you were partially disabled before becoming Totally and Permanently Disabled, your
Average Monthly Compensation will be determined based upon the average of the
monthly Compensation you received during the 12-month period immediately
preceding the date you shifted to a partial disability work schedule. For purposes of
the preceding sentence, you are considered to have become partially disabled when
both (1) you began working a schedule of less than five days per week and (2) you
•41 • Anadarko Retirement Plan / Summary Plan Description
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began receiving payments from the Company’s long term disability plan for days
during a week when you were not actively working for the Company.
(b) If you continue to receive long term disability benefit payments past your Normal
Retirement Date under the Company’s long term disability plan, you may request to
defer commencement of your benefit payable pursuant to this provision until the first
day of the month coincident with or next following the date your long term disability
benefit payments end. If you elect to defer the start of your benefit, your Pension will
be computed in the manner provided in Section 6.1.10(a), but will be increased on an
Actuarially Equivalent basis to reflect such deferred commencement. Your request
must be received by the Anadarko Benefits Center not less than sixty (60) days before
your Normal Retirement Date.
(c) If you are to receive a benefit pursuant to Section 6.1.10(a), your Annuity Starting Date
will be the first day of the month coincident with or next following your Normal
Retirement Date. If you are to receive a benefit pursuant to Section 6.1.10(b), your
Annuity Starting Date will be the first day of the month so requested.
6.1.11 When does my Total and Permanent Disability end?
Your Total and Permanent Disability will be considered to have ended, if before your Normal
Retirement Date, you stop receiving long term disability benefits under the Company’s long
term disability plan.
6.1.12 What will happen if my Total and Permanent Disability ends?
(a) If your Total and Permanent Disability ends before your Normal Retirement Date and
you are reemployed by the Company, then for purposes of determining eligibility for,
and the amount of, any Plan benefit to which you may subsequently become entitled,
you will be credited with Vesting Service and Accrual Service for the period of such
disability as if your employment had continued through such period. You will be
treated as having received during such period annual Compensation equal to the
average of the monthly Compensation you received during the 12-month period
immediately preceding the date your employment was terminated due to such
disability.
(b) If you meet the requirements for termination with a Vested Interest or early retirement
after the date your employment is terminated by reason of your Total and Permanent
Disability but prior to your Normal Retirement Date, considering both your attained
age on such date and the Vesting Service you would have completed had your
employment continued to such date, you will be eligible for a benefit under the
provisions for retirement or termination, whichever is applicable, as if you terminated
employment as of the month next following the date you meet the requirements for
termination with a Vested Interest or early retirement (or any month thereafter). The
amount of the benefit is computed by considering your Average Monthly
Compensation and Average Monthly Covered Compensation as of the applicable
month and the Accrual Service you would have completed had your employment
continued to that month. If you elect to receive your benefit pursuant to this Subsection
(b), you will not accrue further benefits under Section 6.1.10(a).
•42 • Anadarko Retirement Plan / Summary Plan Description
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6.1.13 What will happen to my Accrued Benefit if I die before my Annuity Starting Date?
If you are vested, your Accrued Benefit will be distributed as determined in Part 7.
If you die while performing Qualified Military Service, you will be deemed to have been
reemployed at the time of your death for purposes of determining whether any death benefit
would be applicable under the Plan and the amount of the benefit (the calculation of which shall
exclude any benefits attributable to your period of Qualified Military Service).
6.1.14 What will happen to my Accrued Benefit if I die after my Annuity Starting Date?
If you die on or after your Annuity Starting Date (whether or not payment of your benefit has
actually begun), the only benefit payable to your Beneficiary will be pursuant to the form of
annuity benefit you were receiving or had elected to receive.
6.1.15 What is the standard form of distribution for my Accrued Benefit?
If you are married on your Annuity Starting Date, the standard form of benefit distribution is a
QJSA. If you are not married on your Annuity Starting Date, the standard form of benefit
payment is a single life annuity. This is how your benefit will be paid unless you validly elect
an optional form of distribution and meet the requirements to receive that optional form.
6.1.16 What are the optional forms of distribution for my Accrued Benefit?
(a) Lump Sum Distribution. You may elect payment of your Accrued Benefit in a single
lump sum. The payment of any lump sum to you or your Eligible Spouse (or other
Beneficiary) will relieve the Plan of any obligation to provide a further benefit.
(b) Single Life Annuity. If you are married, you may elect a single life annuity for your
life as an optional form of benefit.
(c) Joint and Survivor Annuity. You may elect to have your Pension paid in an annuity
for your life, with a survivor’s annuity equal to 50%, 75% or 100% (as you elect) of
the amount you received during your lifetime.
(d) Term Certain Annuity. An annuity for a term certain of five years or ten years (as you
elect) and continuous for your life if you survive the term certain (subject to restrictions
described in the Plan).
6.1.17 How is a lump sum benefit calculated?
The lump sum will be calculated as follows:
If the Annuity Starting Date is not January 1, the benefit will be the greater of (a) or (b) below.
If the benefit commences January 1, the benefit will be the greatest of (a), (b) or (c) below.
(a) The amount calculated using (1) the 30-year Treasury Rate for the September
preceding the first day of the calendar year in which the lump sum is paid, and (2) the
mortality table specified in IRS Revenue Ruling 2001-62.
•43 • Anadarko Retirement Plan / Summary Plan Description
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(b) The amount calculated using (1) the Applicable Interest Rate for the September
preceding the first day of the calendar year in which the lump sum is paid, and (2) the
Applicable Mortality Table.
(c) The amount calculated using (1) the 30-year Treasury Rate for the September
preceding the first day of the calendar year that immediately precedes the calendar year
in which the lump sum is paid, and (2) the mortality table specified in IRS Revenue
Ruling 2001-62.
See Part 9 for the special provisions that apply to the calculation of lump sum benefits of
Retirement Choice Participants.
Section 6.2 Early Retirement and Terminated Vested Benefit Provisions
6.2.1 Your Termination Date is after you attain age 55 (but before your Normal Retirement
Date) with five (5) or more years of Vesting Service.
If you are an APC Legacy Participant who retires or terminates service (other than for death or
Total and Permanent Disability) on or after your Early Retirement Date and before your Normal
Retirement Date, you will be entitled to receive your benefits starting on the first day of the
month coincident with or next following your Normal Retirement Date unless you provide
notice requesting that benefits begin sooner.
If you elect an Annuity Starting Date after your Normal Retirement Date, each monthly payment
of your Pension will equal your Accrued Benefit under the Normal Retirement Benefit Formula,
considering your Average Monthly Compensation, Average Monthly Covered Compensation
and Accrual Service to your Termination Date.
If you elect an Annuity Starting Date after age 55, but before your Normal Retirement Date, the
first payment will commence on the Annuity Starting Date determined in Section 6.2.3. Your
benefit will be the Actuarial Equivalent of a Pension commencing on the same date. Each
monthly payment will be the product of a normal retirement benefit considering your Average
Monthly Compensation, Average Monthly Covered Compensation and Accrual Service to your
Termination Date, and a reduction factor to account for your earlier start date, as set forth in the
following Reduction Table 1.
•44 • Anadarko Retirement Plan / Summary Plan Description
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Reduction Table 1 Reduction Table 1 (cont.)
Age (*) at Date
Benefit
Commences
Percentage of
Normal
Retirement
Benefit
Age (*) at Date
Benefit
Commences
Percentage of
Normal
Retirement
Benefit
65 or Older 100% 59 91
64 100 58 88
63 100 57 85
62 100 56 82
61 97 55 79
60 94
(*) If your age when your benefit starts is a fractional number of years, the percentage to be
used will be obtained by a pro rata adjustment as determined by Anadarko.
6.2.2 Your Termination Date is either (a) before you attain age 55 with a Vested Interest or (b)
after you attain age 55 with at least three but less than five years of Vesting Service.
If you are an APC Legacy Participant who terminates service (other than for death or Total and
Permanent Disability) either (a) with a Vested Interest before attaining age 55 or (b) after
attaining age 55 with at least 3 but less than 5 years of vesting service you will be entitled to
receive your benefits starting on the first day of the month coincident with or next following
your Normal Retirement Date unless you provide notice requesting that benefits begin sooner.
(a) If you elect an Annuity Starting Date before age 55 you will be entitled to a Pension
that is the Actuarial Equivalent of your Accrued Benefit as of the first day of the month
as determined in Section 6.2.3.
(b) If you elect an Annuity Starting Date after your Normal Retirement Date, each monthly
payment of your Pension will equal your Accrued Benefit under the Normal
Retirement Benefit Formula, considering your Average Monthly Compensation,
Average Monthly Covered Compensation and Accrual Service to your Termination
Date.
(c) If you elect an Annuity Starting Date on or after age 55, but before your Normal
Retirement Date, you will be entitled to receive a benefit that is the Actuarial
Equivalent of a Pension as of the first day of the month as determined in Section 6.2.3.
The Pension will be the product of a normal retirement benefit considering your
Average Monthly Compensation, Average Monthly Covered Compensation and
Accrual Service to your Termination Date, and a reduction factor to account for your
earlier start date, as set forth in the following Reduction Table 2.
•45 • Anadarko Retirement Plan / Summary Plan Description
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Reduction Table 2 Reduction Table 2 (cont.)
Age (*) at
Date
Benefit
Commences
Percentage of
Normal Retirement
Benefit
Age (*) at Date
Benefit
Commences
Percentage of
Normal
Retirement
Benefit
65 or Older 100.0% 59 63.3
64 93.3 58 60.0
63 86.7 57 56.7
62 80.0 56 53.3
61 73.3 55 50.0
60 66.7
(*) If your age when your benefit starts is a fractional number of years, the percentage to be
used will be obtained by a pro rata adjustment as determined by Anadarko.
If you are an APC Legacy Participant (other than a Retirement Choice Participant or a UPR
Participant) who terminated employment prior to January 1, 2007, but who was reemployed on
or after January 1, 2007 and whose most recent Termination Date occurred after January 1,
2007, then you will be entitled to receive your benefit pursuant to Section 6.2.2(a), if applicable.
If you are an APC Legacy Participant (other than a Retirement Choice Participant or a UPR
Participant) who terminated employment before your Early Retirement Date, but who was
reemployed and attained your Early Retirement Date during the period of such reemployment,
and your most recent Termination Date occurred prior to your Normal Retirement Date, then
you will be entitled to receive an early retirement benefit as described in Section 6.2.1.
6.2.3 Annuity Starting Date
(a) Your Accrued Benefit will begin to be paid under the Plan as follows:
(1) If your request is received by the Anadarko Benefits Center no later than thirty
(30) days before your Termination Date, then the benefit will begin as of the
later of:
(i) the first day of the month coincident with or next following your
Termination Date; or
(ii) the first day of the month you select.
(2) If your request is received by the Anadarko Benefits Center within thirty (30)
days before your Termination Date, then the benefit will begin as of the later
of:
(i) the first day of the month coincident with or next following the date
thirty (30) days after the date your request is received; or
•46 • Anadarko Retirement Plan / Summary Plan Description
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(ii) the first day of the month you select.
(3) If your request is received by the Anadarko Benefits Center after your
Termination Date, your benefit will start as of the later of:
(i) the first day of the month coincident with or next following the
sixtieth (60th) day from the date your request was received; or
(ii) the first day of the month you select.
See Part 9 for special rules that apply to the payment of Plan benefits to Retirement Choice
Participants.
Section 6.3 Change of Control Provision for APC Legacy Participants
If you are an APC Legacy Participant, and your (a) employment terminates after both
(i) December 31, 2007, and (ii) a change of control that would entitle you to receive a separation
benefit under the terms of Anadarko’s Change of Control Plan, and (b) you are credited with
five (5) years of Vesting Service but you have not attained age 55 as of your Termination Date,
then regardless of whether you are a participant in, or actually receive a benefit under the Change
of Control Plan, you will be entitled to start your benefit as of the first day of the month
coincident with or next following your Termination Date, or as of the first day of any subsequent
month that precedes your Normal Retirement Date that is the Actuarial Equivalent of a Pension
starting on the same date. Each monthly payment of such Pension will be computed as for a
standard form of benefit, considering your Average Monthly Compensation, Average Monthly
Covered Compensation and Accrual Service to your Termination Date.
If you request to start your benefit payments as of the first day of the month coincident with or
next following your Termination Date, or as of the first day of any subsequent month that
precedes your Normal Retirement Date, you will be entitled to receive your benefit as of the
first day of the month so requested, provided that your request was received by the Anadarko
Benefits Center not less than sixty 60 days before the proposed Annuity Starting Date of the
benefit. Each monthly benefit payment will be the product of (1) the same benefit computed in
the manner provided in Section 6.1.7 and (2) a reduction factor that reflects your younger age
and the earlier commencement of benefit payments as set forth in the Reduction Table 1 below;
however, if you have not attained age 55, your benefit will be the Actuarial Equivalent of your
age 55 benefit that is the product of (1) and (2).
•47 • Anadarko Retirement Plan / Summary Plan Description
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Reduction Table 1 Reduction Table 1 (cont.)
Age (*) at
Date
Benefit
Commences
Percentage of
Normal
Retirement
Benefit
Age (*) at Date
Benefit
Commences
Percentage of
Normal
Retirement
Benefit
65 or Older 100% 59 91
64 100 58 88
63 100 57 85
62 100 56 82
61 97 55 79
60 94
(*) If your age when your benefit starts is a fractional number of years, the percentage to be
used will be obtained by a pro rata adjustment as determined by Anadarko.
•48 • Anadarko Retirement Plan / Summary Plan Description
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PART 7 APC LEGACY PARTICIPANT DEATH BENEFIT
This Part 7 applies exclusively to APC Legacy Participants.
Section 7.1 Death Benefit Based on Class of Participant
7.1.1 Eligibility for Death Benefit
(a) Death on or after January 1, 2008 Required. This Part 7 applies to Participants who
die on or after January 1, 2008. Participants who died prior to January 1, 2008 are
governed by the terms of the Plan as in effect at their death.
(b) Vested Interest Required. To be eligible to receive a death benefit, you must be vested
in your Accrued Benefit. If you die after your Termination Date at a time when you
are not vested, neither your Eligible Spouse nor any other Beneficiary will be entitled
to receive a benefit under the Plan. If you die while you are an active employee, you
become 100% vested in your Accrued Benefit upon death.
(c) Death Before Annuity Starting Date. These benefits only apply to you if you die before
your Annuity Starting Date. If you die on or after your Annuity Starting Date, no
benefit is payable under this Section 7.1.
(d) Death Before Required Beginning Date. These benefits only apply to you if you die
before your Required Beginning Date. If your service is terminated by reason of your
death on or after your Required Beginning Date, no benefit is payable under this
Section 7.1.
7.1.2 Covered Groups
Except as provided in this Section 7.1, no benefit is paid on your behalf under the Plan if you
die before your Annuity Starting Date. The groups of Participants covered under this Section
7.1:
(a) Participant Group A. This group includes (1) vested terminated Participants who die
on or after January 1, 2008, and (2) Totally and Permanently Disabled Participants who
die on or after January 1, 2008 and before January 1, 2009; and
(b) Participant Group B. This group includes (1) Active Participants who die on or after
January 1, 2008 and (2) Totally and Permanently Disabled Participants who die on or
after January 1, 2009.
7.1.3 Death Benefit for Participant Group A
If you are included in Participant Group A when you die, there is a death benefit payable on
your behalf subject to this Section 7.1.3; provided, however, if you die during the “election
period” (as described in Section 3.5.3) that includes the date of your termination of employment,
you will be treated as if you were included in Participant Group B, and the death benefit payable
on your behalf will be subject to Section 7.1.4.
•49 • Anadarko Retirement Plan / Summary Plan Description
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(a) Beneficiary. If you are married at the time of your death, your Beneficiary under this
Section 7.1.3 is your surviving Eligible Spouse, unless your Eligible Spouse has validly
consented to the designation of another Beneficiary in accordance with the spousal
consent requirements. If you are not married, or if your Eligible Spouse validly
consents, you may designate a Beneficiary. Notwithstanding the provisions of the Plan
in effect at the time of your termination, you may elect a Beneficiary other than your
Eligible Spouse in accordance with the terms of this Section 7.1.3.
(b) Benefit Form and Type. The benefit under this Section 7.1.3 is paid as follows:
(1) If your Beneficiary is an individual, the survivor annuity provided by this
subsection is a single life annuity consisting of monthly payments for the life
of your Beneficiary determined as the Actuarial Equivalent of the death
benefit determined as follows:
(i) if you die on or before attaining your Early Retirement Date and
Normal Retirement Date, the death benefit your Beneficiary would
have received had you terminated your employment on the earlier
of your actual date of termination of employment or your date of
death, survived until the earlier of your Early Retirement Date or
Normal Retirement Date, elected to begin receiving your Vested
Interest as a QJSA standard form beginning immediately at the
earlier of your Early Retirement Date or Normal Retirement Date,
and died on the day after the day on which you would have reached
the earlier of your Early Retirement Date or Normal Retirement
Date; or
(ii) if you die after reaching your Early Retirement Date or Normal
Retirement Date, the death benefit your Beneficiary would have
received had you elected to receive your Vested Interest in the
QJSA standard form beginning on the day prior to your date of
death.
In the event a benefit begins before your Early Retirement Date, the amount of the survivor
annuity is decreased on an Actuarially Equivalent basis. In the event a benefit begins after your
Normal Retirement Date, the amount of the survivor annuity is increased on an Actuarially
Equivalent basis.
(2) If your Beneficiary is not an individual, or if your Beneficiary so elects on the
appropriate form filed with the Committee to receive the Actuarially
Equivalent value of such benefit in a lump sum payment, the benefit is a lump
sum that is the Actuarial Equivalent of the survivor annuity as described in
Section 7.1.3(b)(1).
(c) Benefit Timing. The benefit under this Section 7.1.3 is paid according to the timing
provisions in Section 7.3 using the following Annuity Starting Dates:
(1) If your Beneficiary is your Eligible Spouse:
•50 • Anadarko Retirement Plan / Summary Plan Description
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(i) If your Eligible Spouse is located by the Location Deadline, the
Annuity Starting Date of the death benefit is the first day of the
month coincident with or next following your Normal Retirement
Date unless your Eligible Spouse elects an Annuity Starting Date
that is the first day of the month coincident with or next following
the date of your death.
(ii) If your Eligible Spouse is not located by the Location Deadline, the
Annuity Starting Date of the death benefit is the first day of the
month coincident with or next following your Normal Retirement
Date unless your Eligible Spouse elects an Annuity Starting Date
that is the first day of the month coincident with or next following
the date that your Eligible Spouse was located.
(2) If your Beneficiary is your Eligible Spouse, and you die before October 1,
2009:
(i) If your Eligible Spouse is located by the Location Deadline, the
Annuity Starting Date of the death benefit is the first day of the
month coinciding with or next following your Normal Retirement
Date unless your Eligible Spouse elects an Annuity Starting Date
that is the first day of the month coincident with or next following
your Early Retirement Date or your date of death.
(ii) If your Eligible Spouse is not located by the Location Deadline, the
Annuity Starting Date of the death benefit is the first day of the
month coincident with or next following your Normal Retirement
Date unless your Eligible Spouse elects an Annuity Starting Date
that is the first day of the month coincident with or next following
your Early Retirement Date or the date that your Eligible Spouse
was located.
(3) If your Beneficiary is not your Eligible Spouse, the Annuity Starting Date of
the death benefit is the first day of the month coincident with or next following
the date of your death.
Under no circumstances shall this Section 7.1.3 be construed to provide a death benefit less than
the minimum required by law.
7.1.4 Death Benefit for Participant Group B.
If you are included in Participant Group B when you die, there is a death benefit payable on
your behalf subject to this Section 7.1.3. If you die before your Annuity Starting Date and
Required Beginning Date, a benefit is payable to your Beneficiary.
(a) Beneficiary. If you are married at the time of your death, your Beneficiary under this
Section 7.1.4 is your surviving Eligible Spouse, unless your Eligible Spouse has validly
consented to the designation of another Beneficiary in accordance with the spousal
consent requirements. If you are not married, or if your Eligible Spouse validly
•51 • Anadarko Retirement Plan / Summary Plan Description
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consents, you may designate a Beneficiary. Notwithstanding the provisions of the Plan
in effect at the time of your termination, you may elect a Beneficiary other than your
Eligible Spouse in accordance with the terms of this Section 7.1.4.
(b) Benefit Form. The benefit under this Section 7.1.4 shall, subject to the provisions of
Article 9, be payable as (1) a Pension for the life of your Beneficiary if your Beneficiary
is an individual, or (2) as the Actuarially Equivalent value of such benefit payable in a
lump sum payment if your Beneficiary is not an individual, or if your Beneficiary so
elects on the appropriate form filed with the Committee to receive the Actuarially
Equivalent value of such benefit in a lump sum payment
(c) Benefit Timing. The benefit under this Section 7.1.4 is paid according to the timing
provisions in Section 7.3 using the following Annuity Starting Dates:
(1) If your Beneficiary is your Eligible Spouse and is located by the Location
Deadline, the Annuity Starting Date of the death benefit is the first day of the
month coincident with or next following your Normal Retirement Date unless
your Eligible Spouse elects an Annuity Starting Date that is the first day of the
month coincident with or next following the date of your death.
(2) If your Beneficiary is your Eligible Spouse and is not located by the Location
Deadline, the Annuity Starting Date of the death benefit is the first day of the
month coincident with or next following your Normal Retirement Date unless
your Eligible Spouse affirmatively elects an Annuity Starting Date that is the
first day of the month coincident with or next following the date that your
Eligible Spouse was actually located.
(3) If your Beneficiary is not your Eligible Spouse, the Annuity Starting Date of
the death benefit is the first day of the month coincident with or next following
the date of your death.
(d) Benefit Type. The benefit provided to your Beneficiary is the monthly retirement
income which is provided on an Actuarially Equivalent basis by:
(1) If your service is terminated by reason of your death prior to your Early
Retirement Date, the Actuarially Equivalent value of your Accrued Benefit,
determined as of the date of your death.
(2) If your service is terminated by reason of your death after your Early
Retirement Date, but before your Normal Retirement Date, the Actuarially
Equivalent value of the monthly retirement income that you would have been
entitled to receive under Section 5.2 of the Plan if you had retired from the
service of the Employer on the date of your death; or
(3) If your service is terminated by reason of your death on or after your Normal
Retirement Date, but prior to your Required Beginning Date, the Actuarially
Equivalent value of your Accrued Benefit, determined immediately prior to
your death, of the monthly retirement income that you would have been
entitled to receive under Sections 5.1 or 5.3 of the Plan if you had retired from
the service of the Employer on the date of your death.
•52 • Anadarko Retirement Plan / Summary Plan Description
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Under no circumstances shall this Section 7.1.4 be construed to provide a death benefit less than
the minimum required by law.
Section 7.2 Automatic Cash-Out of Death Benefit.
7.2.1 Small Benefit Cash-Out.
If your Beneficiary is entitled to a death benefit pursuant to this Part 7, and the Actuarially
Equivalent present value of the death benefit is not in excess of $5,000, such death benefit will
be paid to your Beneficiary as a lump sum payment in accordance with the timing provisions of
Section 7.2.2 in lieu of any other benefit form and without regard to your election or the spousal
consent requirements.
7.2.2 Timing of Small Benefit Cash-Out.
Any payment in accordance with Section 7.2.1 is made as soon as administratively feasible
following your date of death subject to the following automatic cash-out timing provisions:
(a) If your Beneficiary is not your Eligible Spouse, is an individual, and is located by the
Location Deadline, payment of the death benefit to your Beneficiary will be made as
soon as is administratively feasible after your Beneficiary is actually located, but not
later than the Nonspousal Benefit Deadline.
(b) If your Beneficiary is not your Eligible Spouse, is an individual, and is not located by
the Location Deadline, the death benefit is transferred into a Default Rollover IRA as
soon as is administratively feasible, but not later than the Nonspousal Benefit Deadline.
(c) If your Beneficiary is your Eligible Spouse and is not located by the Location Deadline,
the death benefit is transferred into a Default Rollover IRA as soon as is
administratively feasible after the Location Deadline.
(d) If your Beneficiary is not an individual, payment of the death benefit to your
Beneficiary will be made as soon as is administratively feasible, but not later than the
Nonspousal Benefit Deadline.
Section 7.3 Payment Timing Procedures.
Payment of a death benefit will be made to Beneficiaries according to the following procedures.
7.3.1 Your Beneficiary is not an individual.
Upon your death, if your Beneficiary is not an individual, payment of the death benefit to your
Beneficiary will be made as soon as is administratively feasible on or following the Annuity
Starting Date, but no later than the Nonspousal Benefit Deadline.
•53 • Anadarko Retirement Plan / Summary Plan Description
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7.3.2 Your Beneficiary is an individual.
Upon your death, if your Beneficiary is an individual, a Death Benefit Election Form will be
mailed (or otherwise delivered) to your Beneficiary as soon as is administratively feasible
according to the terms of this Section 7.3.2.
(a) Located Eligible Spouse. If your Beneficiary is your Eligible Spouse and is located by
the Location Deadline, then the death benefit will be paid as follows:
(1) If your Eligible Spouse makes a valid election as to form and time of payment
by the Election Deadline, payment of the death benefit to your Eligible Spouse
will be made as soon as administratively feasible on or following the Annuity
Starting Date elected by your Eligible Spouse.
(2) If your Eligible Spouse fails to make a valid election of time and form of
payment by the Election Deadline, your Eligible Spouse will be deemed to
have elected to defer election of the death benefit, in a form provided under
the Plan, until your Normal Retirement Date.
(b) Located Nonspousal Beneficiary. If your Beneficiary is not your Eligible Spouse and
is located by the Location Deadline, then the death benefit will be paid as follows:
(1) If your Nonspousal Beneficiary makes a valid election as to form of payment
by the Election Deadline, payment of the death benefit to your Beneficiary will
be made as soon as administratively feasible on or following the Annuity
Starting Date elected by your Beneficiary and not later than the Nonspousal
Benefit Deadline.
(2) If your Nonspousal Beneficiary fails to make a valid election as to form of
payment within 180 days of the date of the Death Benefit Election Form, the
death benefit is transferred into a Default Rollover IRA not later than the
Nonspousal Benefit Deadline.
(c) Lost Eligible Spouse. If your Beneficiary who is your Eligible Spouse is not located
by the Location Deadline, then the death benefit will be paid as follows:
(1) If your Eligible Spouse is subsequently located by the Plan Administrator
before your Normal Retirement Date, the Plan Administrator will mail (or
otherwise deliver) to your Eligible Spouse a Death Benefit Election Form.
(i) If your Eligible Spouse makes a valid election as to form and time
of payment by the Election Deadline, payment of the death benefit
to your Eligible Spouse will be made as soon as administratively
feasible on or following the Annuity Starting Date elected by your
Eligible Spouse.
(ii) If your Eligible Spouse fails to make a valid election as to form and
time of payment by the Election Deadline, your Eligible Spouse
will be deemed to have elected to defer election of the death
•54 • Anadarko Retirement Plan / Summary Plan Description
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benefit, in a form provided under the Plan, until your Normal
Retirement Date.
(2) If your Eligible Spouse is not located by the Plan Administrator before your
Normal Retirement Date, your Eligible Spouse is deemed to have elected to
defer commencement of the death benefit until the date that would have been
your Normal Retirement Date. The death benefit is transferred into a Default
Rollover IRA as soon as is administratively feasible following this Annuity
Starting Date.
(d) Lost Nonspousal Beneficiary. If your Nonspousal Beneficiary is not located by the
Location Deadline, the death benefit is transferred into a Default Rollover IRA no later
than the Nonspousal Benefit Deadline.
•55 • Anadarko Retirement Plan / Summary Plan Description
For additional information regarding your benefit call 1-866-472-4711
PART 8 APC LEGACY PARTICIPANT BENEFIT EXAMPLES
Normal Retirement Benefit
Normal Retirement Benefit Formula
The Normal Retirement Benefit Formula is based on the assumption that you retire at age 65.
The formula has two parts which are added together to provide your total monthly benefit. If
your Average Monthly Compensation is less than your Average Monthly Covered
Compensation, Part B will be zero. A maximum of 35 years of Service will be used in Part B.
Part A 1.4% x Average Monthly Compensation x Years of Accrual Service
plus
Part B 0.4% x (Average Monthly Compensation – Average Monthly Covered
Compensation) x Years of Accrual Service
Normal Retirement Benefit Example
The following example calculates a monthly pension benefit of $3,457.20 based on the
following assumptions:
Age at Retirement: 65
Years of Accrual Service: 30
Average Monthly Compensation: $7,500
Average Monthly Covered Compensation: $4,939
Pay in Excess of Covered Compensation: $2,561
Step 1: Calculate Part A 1.4% x $7,500 x 30 = $3,150.00
Step 2: Calculate Part B 0.4% x ($7,500 - $4,939) x 30 = $307.20
Step 3: Add Part A plus Part B $3,150.00 + $307.20 = $3,457.20
Monthly Pension Benefit Beginning at Age 65 = $3,457.20
Note: The above example is provided for illustration only and should not be relied upon to
compute your actual benefits.
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Early Retirement Benefit
Early Retirement Benefit Formula
If you elect early retirement, the normal retirement formula as shown in this Section is adjusted
by an early retirement factor as shown in the following table:
Age (*) at Date
Benefit
Commences
Percentage of
Normal
Retirement
Benefit
Age (*) at Date
Benefit
Commences
Percentage of
Normal Retirement
Benefit
65 or Older 100% 59 91
64 100 58 88
63 100 57 85
62 100 56 82
61 97 55 79
60 94
Early Retirement Benefit Example
The following example calculates a monthly pension benefit of $1,701.34 based on the
following assumptions:
Age at Early Retirement: 55
Years of Accrual Service: 20
Average Monthly Compensation: $7,500
Average Monthly Covered Compensation: $6,831
Pay in Excess of Covered Compensation: $669
Early Retirement Factor for Age 55: 79%
Step 1: Calculate Part A 1.4% x $7,500 x 20 = $2,100.00
Step 2: Calculate Part B 0.4% x ($7,500 - $6,831) x 20 = $53.60
Step 3: Add Part A plus Part B $2,100.00 + $53.60 = $2,153.60
Step 4: Multiply by Early Retirement Factor $2,153.60 x 79% = $1,701.34
Monthly Pension Benefit at Age 55 = $1,701.34
Note: The above example is provided for illustration only and should not be relied upon to
compute your actual benefits.
To model future benefits and alternate payment options using your own assumptions for
retirement age, salary growth, and interest rates for calculating lump sums, visit
https://www.Anadarkoadvantage.ehr.com/ and click on the Explore Your Retirement link.
•57 • Anadarko Retirement Plan / Summary Plan Description
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•58 • Anadarko Retirement Plan / Summary Plan Description
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PART 9 RETIREMENT CHOICE
Section 9.1 What is Retirement Choice?
In late 2011, APC Legacy Participants (other than the CEO of Anadarko and participants
deemed to be Totally and Permanently Disabled as of December 31, 2011) were offered the
opportunity to make an irrevocable election prior to December 31, 2011, between continuing to
accrue a Legacy Benefit and becoming a PWA Participant as of January 1, 2012, and
participating in the Personal Wealth Account.
APC Legacy Participants who affirmatively elected to become a PWA Participant as of January
1, 2012, and to participate in the Personal Wealth Account became Retirement Choice
Participants. APC Legacy Participants who did not make an affirmative election to become a
PWA Participant as of January 1, 2012, continue to accrue Legacy Benefits.
As described in Part 6, your Legacy Benefit can be distributed in the form of a lump sum
payment, but lump sum values can vary sharply from year to year with interest rate fluctuations.
Retirement Choice provides you with a level of interest rate protection and provides a
predictable cost to the Company.
Section 9.2 How does Retirement Choice work?
Retirement Choice Participants retain their Legacy Benefit as of December 31, 2011, but it will
not increase by reason of Service completed (or imputed) or Compensation received (or
imputed) after December 31, 2011, or any Plan provision that provides for additional accruals
(such as Total and Permanent Disability described in Section 6.1.12). In addition, if a
Retirement Choice Participant qualifies for a subsidy under the Plan (such as the early retirement
subsidy described in Section 6.2.1), the subsidy will only apply to the Legacy Benefit as of
December 31, 2011. The Change of Control provision described in Section 6.3 and the death
benefit described in Part 7 also apply to the Legacy Benefit as of December 31, 2011.
Further, if a Retirement Choice Participant attains his or her Early Retirement Date or Normal
Retirement Date on or before December 31, 2011, or continues employment with the Company
from January 1, 2012, to the earlier of his or her Early Retirement Date or Normal Retirement
Date, special interest rates will be used to calculate the lump sum payment of his or her Legacy
Benefit.
Finally, Retirement Choice Participants become PWA Participants as of January 1, 2012, and
receive credit for their Vesting Service as of December 31, 2011 (see Section 6.1.2) for purposes
of the Personal Wealth Account.
Section 9.3 What special interest rates will be used to calculate lump sum payments of
Legacy Benefits?
For Retirement Choice Participants who attain their Early Retirement Date or their Normal
Retirement Date on or before December 31, 2012, the interest rate for purposes of clauses (a)
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and (c) of Section 6.1.17 of this SPD will be the 30-year Treasury rate specified in such clauses
or the special interest rate of 3.18%, whichever produces the greater lump sum amount.
For Retirement Choice Participants who continue employment with the Company from January
1, 2012, to the earlier of their Early Retirement Date or Normal Retirement Date, which occurs
after December 31, 2012, the interest rate for purposes of clauses (a) and (c) of Section 6.1.17
of this SPD will be the interest rate specified in such clauses or the 30-year Treasury Rate for
the September preceding the calendar year in which occurs the earlier of their Early Retirement
Date or Normal Retirement Date, whichever produces the greater lump sum amount.
If a Retirement Choice Participant dies after attaining his Early Retirement Date or Normal
Retirement Date, the special interest rates will be used to calculate the Legacy Benefit lump sum
payment for his or her Beneficiary. However, the special interest rates will not be used to
calculate the Legacy Benefit lump sum of an Alternate Payee under a QDRO.
Section 9.4 How is PWA service credit determined?
Each Retirement Choice Participant will receive service credit for purposes of his or her
Personal Wealth Account equal to his or her full years of Vesting Service as of December 31,
2011. This service credit applies for determining the Retirement Choice Participant’s Points
and Pay Credits and Vested Interest. Beginning January 1, 2012, each Retirement Choice
Participant’s service credit will be determined based on his or her total years and complete
months of Service with any Affiliated Employer (see Section 4.1.2). In accordance with a
transition rule, each Retirement Choice Participant will receive credit for the 2012 Plan Year on
his or her first service anniversary date (or adjusted service anniversary date, if applicable)
occurring on or after January 1, 2012, and will receive credit for additional years of service on
subsequent service anniversary dates (or adjusted service anniversary dates, if applicable).
Section 9.5 When and how is a Retirement Choice Participant’s Accrued Benefit
distributed?
A Retirement Choice Participant’s Accrued Benefit under the Plan is the sum of his or her
Legacy Benefit and Personal Wealth Account. However, a Retirement Choice Participant (or
his or her Beneficiary) may only elect one Annuity Starting Date and form of distribution with
respect to his or her entire Accrued Benefit. Both the Legacy Benefit and the Personal Wealth
Account must be distributed (or commenced, if applicable) at the same time and in the same
form of distribution. See Part 4 and Part 6 for more details.
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PART 10 RETIREMENT CHOICE EXAMPLE
Julie elected Retirement Choice in 2011. The following example shows what happens to her
Legacy Benefit, how she accrues a benefit in the Personal Wealth Account (“PWA”), and how
she receives a distribution of her Legacy Benefit and PWA from the Plan when she retires.
PART A – LEGACY BENEFIT
The Legacy Benefit formula described in Section 6.1.7 and Part 8 produces a lifetime monthly
annuity payable at age 65. As a result of her Retirement Choice election, Julie will no longer
accrue service in the Legacy Benefit formula after December 31, 2011. Further, her Average
Monthly Compensation will not include compensation earned in 2012 or later. The following
components are used to determine her Legacy Benefit as of December 31, 2011:
Years of Accrual Service: 20
Average Monthly Compensation: $7,500
Average Monthly Covered Compensation: $6,831
Legacy Benefit: $2,153.60 per month for life beginning at age 65. The Legacy Benefit will be
preserved until she retires and elects her benefit payment.
Early Retirement Subsidy
If Julie retires before she reaches age 65, her Legacy Benefit will be reduced according to the
Early Retirement factors described in Section 6.2.1 and Part 8.
Lump Sum Interest Rate
Because Julie reached her Early Retirement Date before December 31, 2012 (she was at least
age 55 with at least five years of Vesting Service), the interest rate used to convert her Legacy
Benefit from a lifetime monthly annuity to a lump-sum payment option will be 3.18% or the
interest rate determined under Section 6.1.17 of this SPD, whichever produces the greater lump-
sum amount.
If a Retirement Choice Participant continues employment with the Company from January 1,
2012, to the earlier of reaching his or her Early Retirement Date or Normal Retirement Date,
which occurs after December 31, 2012, the interest rate used to convert his or her Legacy
Benefit from a lifetime monthly annuity to a lump-sum payment option will be the interest rate
determined under Section 6.1.17 of this SPD, but in no event will the interest rate utilized for
purposes of clauses (a) and (c) be greater than the 30-year Treasury Rate for the September
preceding the calendar year in which such Retirement Choice Participant reaches the earlier
of his or her Early Retirement Date or Normal Retirement Date.
PART B - PWA
Beginning January 1, 2012, Julie started accruing a Personal Wealth Account benefit as a PWA
Participant. Her beginning account balance was zero, but her Points, effective January 1, 2012,
were based on her age and Years of Vesting Service in the Plan as of December 31, 2011. Her
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PWA account balance will increase with Pay Credits and Interest Credits as described in
Sections 2.1.61, 2.1.46, 2.1.102, and Part 5.
Age as of December 31, 2011: 55
Years of Vesting Service: 20
PWA Points beginning January 1, 2012: 75
PWA Pay Credits based on Points: 11% of Compensation
The following example shows how her PWA will grow over time. Every year, she will earn
two additional Points for Pay Credits (one on her service anniversary and one on her birthday).
When she attains 80 Points, her Company contribution will change from 11% to 13% of eligible
earnings.
Pay
Period
Compensation
for the Pay
Period
Points
Contributions
for the Pay
Period
Interest
Credited*
Account Balance at
End of Pay Period
1 $3,338.47 75 $367.23 $0.00 $367.23
2 $3,338.47 75 $367.23 $0.46 $734.92
3 $3,338.47 75 $367.23 $0.90 $1,103.05
4 $3,338.47 75 $367.23 $1.36 $1,471.64
* For this example, a 3.24% Interest Credit was used. The interest crediting rate, which will
vary, will be applied to amounts each week until the date of distribution of the entire PWA
balance.
A+B BENEFIT PAYMENT AT RETIREMENT
When Julie retires, she must elect one of the available payment forms for her Accrued Benefit,
which is the sum of her Legacy Benefit (Part A) plus her PWA Benefit (Part B). Payment
options are described in Sections 3.5, 4.1.13, 4.1.14, 6.1.15 and 6.1.16.
She elects the lump-sum distribution. Although the lump sum interest rate when she retires is
4.5%, the lump sum distribution for her Legacy Benefit will be calculated using 3.18% because
it produces the greater lump sum amount. The following steps show how her lump-sum benefit
is calculated when she retires at age 61.
Step 1: Calculate Part A - Legacy Benefit
Early Retirement factor at age 61 –97%
$2,153.60 x 97% = $2,088.99/month
1) Lump Sum using 4.5% - $325,508.12
2) Lump Sum using 3.18% - $377,251.50
Greater of (1) and (2) is Julie’s Lump Sum for her Legacy Benefit- $377,251.50
Step 2: Calculate Part B – PWA
Julie’s PWA account balance after receiving Pay Credits and Interest Credits from
January 1, 2012 through her retirement date is $83,636.
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Step 3: Add Part A and Part B for her total Lump Sum $377,251.50 + $83,636.00 = $460,887.50
If she had elected an annuity, the monthly benefit would have been determined by using the sum
of her Legacy Benefit plus her PWA converted from a lump-sum account balance to an
actuarially equivalent monthly benefit.
As a Retirement Choice Participant, Julie also receives a Company contribution of 4% of her
eligible pay to the Anadarko Employee Savings Plan every pay period. More information about
the 4% contribution can be found in the Summary Plan Description for the Anadarko Employee
Savings Plan.
To view your current Retirement Choice benefit and model future benefits and alternate payment
options using your own assumptions for retirement age, salary growth, and interest rates, visit
https://www.Anadarkoadvantage.ehr.com/ and click on the Explore Your Retirement link.
Note: The above example is provided for illustration only and should not be relied upon to
compute your actual benefits.
•63 • Anadarko Retirement Plan / Summary Plan Description
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PART 11 UNION PACIFIC RESOURCES GROUP, INC. MERGER
This Part 11 applies to you only if you were a participant (“UPR Participant”) in the Pension
Plan for Employees of Union Pacific Resources Group, Inc. and Affiliates (“UPR Plan”). UPR
Participants have an Accrued Benefit computed based upon UPR Plan provisions if they
terminated employment prior to the 2000 merger of Anadarko and Union Pacific Resources
Group, Inc. (“UPR”). Benefits for certain UPR Participants were affected by the merger as
stated in this Part 11.
Generally speaking, if you were a UPR Participant employed by UPR or an affiliate of UPR as
of July 14, 2000 and you were also employed by Anadarko on December 28, 2001, your Plan
benefit will be computed as if you had been employed by Anadarko for all periods during which
you were employed by UPR and covered by the UPR Plan for benefit accrual purposes.
Section 11.1 Superseded Plans.
11.1.1 The provisions of the Plan replace and supersede entirely the provisions of the UPR Plan except
for specific provisions outlined in the Plan. If you were a participant in the UPR Plan, and all
or a portion of your total Plan benefit is computed based upon UPR Plan provisions, please
consult the Plan document for more detailed information. Defined terms used in this Part 11
have the meanings described in the Plan and the UPR Plan to the extent not defined herein.
11.1.2 If you are a UPR Participant who is described in this Section 11.1.2, you will have your Plan
benefit computed as if you had been employed by Anadarko for all periods during which you
were both employed by UPR or any predecessor or affiliate of UPR and covered by the UPR
Plan for benefit accrual purposes; provided, however, that your Plan benefit will in no event be
less than the benefit you would have been entitled to receive from the Plan had you terminated
your employment with Anadarko on December 27, 2001 or, if you were not employed by
Anadarko on such date, based upon the date of your earlier termination of employment with
UPR or Anadarko, as applicable; and provided, further, that your Accrual Service for the period
before December 28, 2001, will be calculated based upon the accrual service crediting
provisions (including break in service provisions) of the UPR Plan. You qualify for the benefit
described in this Section 11.1.2 if you are any of the following:
(a) You were employed by UPR or an affiliate of UPR as of July 14, 2000 and you were
employed by Anadarko as of December 28, 2001.
(b) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you thereafter
terminated employment from UPR, you were rehired by UPR before December 31,
2000, and you were employed by Anadarko as of December 28, 2001.
(c) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you thereafter
terminated employment with UPR or an affiliate of UPR, you were rehired by Anadarko
after December 31, 2000 and before December 28, 2001, and you were employed by
Anadarko as of December 28, 2001.
(d) You were employed by UPR or an affiliate of UPR before July 14, 2000 but were not
employed by UPR, or an affiliate of UPR, as of such date; you were rehired by UPR,
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an affiliate of UPR, Anadarko or an affiliate of Anadarko before December 31, 2000
and were employed by Anadarko or an affiliate of Anadarko as of December 28, 2001.
11.1.3 If you are a UPR Participant who is described in this Section 11.1.3, you will be entitled to a
Plan benefit equal to the sum of (1) a benefit computed based upon the provisions of the UPR
Plan with respect to your employment before December 28, 2001 and (2) a benefit based upon
the provisions of the Plan applied only with respect to employment with Anadarko from and
after the later of (A) December 28, 2001 or (B) the date of your employment by Anadarko. You
are eligible for the benefit described in this Section 11.1.3 if you are any of the following:
(a) You were employed by UPR or an affiliate of UPR before July 14, 2000 but were not
employed by UPR or an affiliate of UPR as of such date; you were rehired by Anadarko
after December 31, 2000 but terminated employment with Anadarko before December
28, 2001 and were not employed by Anadarko as of such date.
(b) You were employed by UPR or an affiliate of UPR before July 14, 2000, but were
employed by Anadarko as of July 14, 2000. Notwithstanding the provisions of this
Subsection (b), individuals who were employed by Anadarko or an affiliate of
Anadarko as of July 14, 2000 but who were at some time before such date employed by
UPR or an affiliate thereof will have two separate benefits under the Plan based upon
the Plan and the UPR Plan benefit formulas. Accrual Service, Credited Service, Vesting
Service and/or Compensation considered for purposes of the benefit under one plan
formula will have no impact upon the benefit under the other plan formula.
(c) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you thereafter
terminated employment with UPR or an affiliate of UPR, and you were rehired by
Anadarko after December 28, 2001.
11.1.4 If you are a UPR Participant described in this Section 11.1.4 you will be entitled to a Plan benefit
equal to the sum of (1) a benefit based on the provisions of the UPR Plan with respect to your
employment by UPR or an affiliate thereof before July 14, 2000 and (2) a benefit based upon
the provisions of the Plan with respect to your employment with Anadarko from and after your
date of hire with Anadarko. You are eligible for the benefit described in this Section 11.1.4 if
you were employed by UPR or an affiliate of UPR before July 14, 2000 but were not employed
by UPR or an affiliate of UPR as of that date, and you were rehired by Anadarko after December
31, 2000 and were employed by Anadarko as of December 28, 2001.
11.1.5 If you are a UPR Participant described in this Section 11.1.5 you will be entitled to a Plan benefit
that is solely based upon the provisions of the UPR Plan as in effect before its merger into the
Plan or pursuant to the UPR Plan provisions preserved under the Plan following the merger of
the UPR Plan into the Plan. You are described in this Section 11.1.5. if you are any of the
following:
(a) You were employed by UPR or an affiliate of UPR as of July 14, 2000, you terminated
employment with UPR or an affiliate of UPR before December 28, 2001 and were not
rehired by either UPR or an affiliate of UPR or Anadarko before December 28, 2001.
(b) You were employed by UPR or an affiliate of UPR at some time before July 14, 2000
but were not employed by UPR or an affiliate of UPR as of such date, you were rehired
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by UPR before December 31, 2000, and were not employed by Anadarko as of
December 28, 2001.
(c) You were employed by UPR or an affiliate of UPR at some time before July 14, 2000
but were not employed by UPR, an affiliate of UPR, or Anadarko as of or at any time
after such date.
11.1.6 If you are a UPR Participant who had a Total Disability as of July 14, 2000 and who was not
thereafter rehired by either Anadarko or UPR, you will be entitled to a Plan benefit based on the
provisions of the UPR Plan provisions as in effect as of December 27, 2001 with respect to Total
Disability benefits, including the continued crediting of Accrual Service from and after the date
of inception of your Total Disability (including crediting of Accrued Service for periods from
and after December 27, 2001).
11.1.7 If you are a UPR Participant who had a Total Disability as of July 14, 2000 and who recovered
from Total Disability before December 28, 2001 and immediately became employed by
Anadarko, you will be treated in the same manner as an individual described in Section 11.1.2
but with a protected minimum Plan benefit equal to your Accrued Benefit under the UPR Plan
determined as if you had terminated your employment on December 27, 2001 and were credited
with Accrual Service for the period you were Totally Disabled.
11.1.8 If you are a UPR Participant who had a Total Disability as of July 14, 2000 and who recovered
from Total Disability after December 28, 2001 and immediately became employed by
Anadarko, you will be treated in the same manner as an individual described in Section 11.1.3
but your Accrued Benefit under the UPR Plan for the period before your employment with
Anadarko will be determined under the provisions of the UPR Plan governing the Accrued
Benefit of individuals who return to active employment with UPR upon recovery from Total
Disability.
11.1.9 If you are a UPR Participant who was employed by UPR or an affiliate of UPR as of July 14,
2000, had a Total Disability before December 28, 2001, and were not thereafter rehired by either
Anadarko or UPR, you will be entitled to a Plan benefit based on the provisions of the UPR
Plan as in effect as of December 27, 2001 with respect to Total Disability benefits including the
continued crediting of Accrual Service from and after the date of inception of your Total
Disability (including crediting of Accrual Service for periods from and after December 27,
2001).
11.1.10 If you are a UPR Participant who was employed by UPR or an affiliate of UPR as of July 14,
2000, had a Total Disability after such date, and thereafter was rehired by Anadarko before
December 28, 2001, you will be treated the same as an individual described in Section 11.1.6.
11.1.11 If you are a UPR Participant who was employed by UPR or an affiliate of UPR as of July 14,
2000, had a Total Disability before December 28, 2001, and was rehired by Anadarko after
December 28, 2001, you will be treated the same as an individual described in Section 11.1.8.
11.1.12 The following special rules apply for purposes of Sections 11.1.1 through 11.1.11, as applicable:
(a) A UPR Participant’s years of employment before December 28, 2001 with UPR (or a
predecessor or affiliate of UPR) will be considered for purposes of the Vesting Service
computation and the Early Retirement subsidy computation with respect to any Plan
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formula benefit, but applying the Plan’s service crediting and break-in-service rules
rather than the UPR Plan’s service crediting and break-in-service rules.
(b) A UPR Participant’s years of employment with Anadarko from and after December 8,
2001 will be considered for purposes of the Vesting Service computation and the Early
Retirement subsidy computations with respect to any UPR Plan formula benefit but
applying the UPR Plan’s service crediting and break-in-service rules rather than the
Plan’s service crediting and break-in-service rules.
(c) In the case of a UPR Participant described in Sections 11.1.3 and 11.1.8, in no event
will compensation earned after December 28, 2001 affect the UPR Plan formula benefit
or will compensation earned before December 28, 2001 affect any Plan benefit.
(d) If a UPR Participant’s UPR Plan formula benefit has commenced payment before
employment by Anadarko at or after December 28, 2001, you may elect to have such
payments either (1) continue without gap or interruption in the same form of payment
as then in effect or (2) cease, in which event you may only have the unpaid portion of
such UPR Plan formula benefit paid to him at the same time and in the same form as
the remainder of your Plan benefit.
11.1.13 In addition to the forms of Plan benefit payment generally available under the Plan, as a UPR
Participant, you may elect to have the portion of your Plan benefit that is equal to the benefit
you would have been entitled to receive from the Plan had you terminated your employment
with Anadarko on December 27, 2001 paid in either of the following payment forms, in each
case only to the extent required to be preserved with respect to your December 27, 2001 Accrued
Benefit pursuant to Code Section 411(d)(6):
(a) the joint and survivor annuity described at Section 3.5.1 but available with respect to
any individual Beneficiary and available at a 25% survivor percentage payment rate in
addition to the 50%, 75% and 100% survivor percentage payment rates, or
(b) if your Plan benefit commences before your 65th birthday, the following level income
option:
Level Income Option. For purposes of this level income option, railroad retirement
annuity benefits are treated in the same manner as Social Security benefits. If payment
of your benefit commences before the date you attain the age of sixty-two (62) and you
elect payment of your benefit in the form of a single life annuity or an annuity for the
joint lives of you and your Eligible Spouse (or other joint annuitant), at your request
during the election period set forth in Section 3.5.3, the payment amount of the benefit
may be adjusted so that you will receive (a) an annuity for a term certain beginning on
the date your benefit is to start and ending on the last day of the month in which you
attain the age of 62, with payments not in excess of your Social Security benefit plus
(b) a reduced benefit in the payment form otherwise in effect beginning on the date your
benefit is to commence. The purpose of this adjustment is to enable you to receive an
aggregate monthly income, from the Plan and under the Social Security Act, that will
be approximately a level amount for your life. Such adjusted payments will be the
Actuarial Equivalent of the benefit otherwise payable to you. For purposes of this Level
Income Option, your Social Security benefit is the amount of the monthly benefit at age
62 which, under the federal Social Security Act as amended and in effect on your date
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of termination of employment, you are or will be entitled to receive as your “primary
insurance amount” starting at age 62, assuming that (a) you have made or will make
appropriate and timely application for such benefit and (b) no event has occurred or will
occur by reason of which the amount of such benefit has been or will be delayed,
suspended or forfeited in whole or in part. The Administrative Committee may adopt
reasonable methods of estimating your expected Social Security benefit for purposes of
this Level Income Option.
11.1.14 The provisions of this Section 11.1.14 will control with respect to you if you were required or
permitted to make contributions to the UPR Plan. For purposes of this Section 11.1.14, the
portion of your Accrued Benefit derived from such contributions (“Contribution Benefit”) will
be based upon the sum of (1) your aggregate contributions made to the UPR Plan, (2) for the
period preceding November 30, 2000, interest on such contributions accrued at the rate provided
by the UPR Plan to November 30, 2000, and (3) interest on the sum of the amounts determined
under (1) and (2) above, compounded annually, at a rate equal to 120% of the Federal mid-term
rate (as in effect for the first month of a year) for the period beginning November 30, 2000 and
ending on the date of determination of your Contribution Benefit, and at the Applicable Interest
Rate (as of the determination date) for the period beginning with the determination date and
ending on the date upon which you would reach the Normal Retirement Date, expressed as an
annual benefit in the form of a single life annuity (without ancillary benefits) starting as of your
Normal Retirement Date.
11.1.15 In determining the Actuarial Equivalent of your Contribution Benefit to reflect the form of
benefit as provided under the Plan, the actuarial adjustment factors adopted by the actuary for
the Plan will be those factors, if any, prescribed by regulations. The Actuarial Equivalent of
your Contribution Benefit shall, in all cases, be reduced by an amount which is the Actuarial
Equivalent of the accumulated value of any benefit payments received by you or on your behalf
pursuant to the Plan and not otherwise repaid into the Plan. The Actuarial Equivalent of your
Contribution Benefit will be nonforfeitable at all times and in no event will the amount of any
benefit to which you or your Beneficiary is entitled pursuant to the Plan, be less than the
Actuarial Equivalent of your Contribution Benefit. If your employment is terminated for any
reason other than Retirement, Total and Permanent Disability, or death, and your Vested Interest
in the portion of your Accrued Benefit, other than your Contribution Benefit, is 0% as of the
date your employment is terminated, you will be entitled to receive, as of your Normal
Retirement Date, a benefit hereunder starting on the first day of the month coincident with or
next following your Normal Retirement Date which is the Actuarial Equivalent of your
Contribution Benefit.
11.1.16 If you die before your Annuity Starting Date and are not entitled to a death benefit in the portion
of your Accrued Benefit other than your Contribution Benefit, your Beneficiary will be entitled
to a death benefit the amount of which is the Actuarial Equivalent of your Contribution Benefit.
In the event a survivor annuity is to be paid to your Eligible Spouse, and the survivor annuity is
determined solely by your Contribution Benefit, your Eligible Spouse may elect, in lieu of such
surviving spouse annuity, a lump sum payment of the amount. Within a reasonable time after
a written request by your Eligible Spouse, the Administrative Committee will provide to your
Eligible Spouse a written explanation of such survivor annuity form and the lump sum option
which may be selected, along with the financial effect of each such form. In the event of any
such election by your Eligible Spouse, the lump sum payment will be made as soon as
•68 • Anadarko Retirement Plan / Summary Plan Description
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practicable thereafter. Such death benefit will be payable in one lump sum as soon as practicable
after your death.
11.1.17 If you die on or after your Annuity Starting Date and are not entitled to a death benefit in the
portion of your Accrued Benefit other than your Contribution Benefit, your Beneficiary will be
entitled to a death benefit the value of which is the Actuarial Equivalent of your Contribution
Benefit reduced by an amount that is the Actuarial Equivalent of the sum of (1) he accumulated
value of the payments received, and (2) the present value of the payments to be received by you
and your annuitant or Beneficiary under the applicable form of benefit. The death benefit will
be payable in one lump sum as soon as practicable after your death.
11.1.18 If you are entitled to a benefit based upon the UPR Plan provisions, the determination of whether
it will be payable as a mandatory cash-out lump sum or an elective lump sum based upon the
provisions of the UPR Plan will be made utilizing the Applicable Mortality Table and the
Applicable Interest Rate, but using a “look back month” which is the third month preceding the
first day of the stability period.
11.1.19 The combined plan resulting from the merger of the UPR Plan into the Plan will shift to the
Plan’s method of computation of Vesting Service and Accrual Service for periods from and
after December 31, 2001 as of January 1, 2002. In connection therewith, you will be credited
with one year of Vesting Service under the Plan if you complete 1,000 or more Hours of Service
within your last computation period including December 31, 2001, and the portion of your
computation period beginning January 1, 2002 will also be considered as a part of the Plan’s
2002 year for purposes of determining if you complete 1,000 or more Hours of Service in such
2002 year for Vesting Service computation purposes.
•69 • Anadarko Retirement Plan / Summary Plan Description
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PART 12 CLAIMS PROCEDURES
Section 12.1 Filing a Claim
All inquiries and claims you have regarding the Plan and your benefit must be directed to the
Anadarko Benefits Center in writing at such address as may be specified from time to time.
If you have any grievance, complaint, or claim concerning any aspect of the operation or other
administration of the Plan or Trust (referred to herein as “claim” or “claims”), you must submit
the claim to the Anadarko Benefits Center. The Administrative Committee or its delegate will
have the initial responsibility for deciding the claim. You must include the following
information with your claim:
(a) a statement that it is a “Claim under the Anadarko Retirement Plan”;
(b) your full name, Social Security number, mailing address and daytime telephone
number;
(c) if applicable, a copy of your written, signed, and dated designation of the representative
authorized to act on your behalf with respect to the claim (such designation must
include the representative’s full name, mailing address and daytime telephone
number); and
(d) a complete description of the claim, including any issue or information that the you
want considered.
To the extent that documentary or other evidence is relevant to the claim, you must submit such
evidence or, if the evidence is in the possession of the Company, you must refer to such evidence
in a manner sufficient to allow the Administrative Committee or its delegate to identify and
locate such evidence. At any time during the claims procedure you may request free of charge,
any relevant documents in the possession of the Administrative Committee, and the
Administrative Committee (or its delegate) will provide within a reasonable time thereafter.
Any claim must be submitted within two years beginning on: (a) in the case of any Accrued
Benefit or other benefit amount or other information, including, but not limited to, information
regarding the Participant, the date on which such information was first made available to you or
other claimant; (b) in the case of any single Plan payment, or series of Plan payments, the date
on which the single payment, or the first in the series of payments, was made; or (c) for all other
claims, the date on which the action complained of first occurred.
Section 12.2 Denial of Claim
In the case of a claim respecting benefits paid or payable with respect to a Participant, a written
determination allowing or denying the claim will be furnished to you within 90 days of the date
on which the claim was filed. If special circumstances (such as for a hearing) require a longer
period, you will be notified in writing, before the expiration of the 90-day period, of the reasons
for an extension of time; provided, however, that no extensions will be permitted beyond 90
days after expiration of the initial 90-day period.
•70 • Anadarko Retirement Plan / Summary Plan Description
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Section 12.3 Reasons for Denial of Claim
The Committee will adopt and date a denial or partial denial of a claim that 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 you to perfect
your claim with an explanation of why such material or information is necessary; and
(d) an explanation of the procedure for review of the denied or partially denied claim set
forth below, including your right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.
Section 12.4 Deemed Denial of Claim
If no written determination is furnished to you within 90 days of receipt of your claim by the
Anadarko Benefits Center (or such longer period applicable pursuant to an extension described
in Section 12.2), the claim will be deemed denied and the review procedure described below
will become available to you.
Section 12.5 Review of Denial
You may obtain review of the denial or partial denial of your claim by filing a written notice of
appeal with the Committee within 60 days after the determination date or, if later, within 60
days after the receipt of a written notice denying the claim. You are entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to your claim for benefits and may submit issues and comments in writing.
The review will take into account all comments, documents, records, and other information you
submitted relating to the claim, without regard to whether the information was submitted or
considered in the initial benefit determination.
Section 12.6 Reasons for Denial Upon Review
If you request a review of the denied claims, the Administrative Committee will provide you
with a prompt written decision setting forth:
(a) the specific reason or reasons for the adverse determination;
(b) specific reference to pertinent Plan provisions on which the adverse determination is
based;
(c) a statement that you are entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information relevant to your
claim for benefits; and
(d) a statement describing any voluntary appeal procedures offered by the Plan and your
right to obtain the information about such procedures and a statement of your right to
bring an action under ERISA Section 502(a).
•71 • Anadarko Retirement Plan / Summary Plan Description
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A decision will be rendered no more than 60 days after the Administrative Committee’s receipt
of the request for review, except that such period may be extended for an additional 60 days if
the Administrative 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 you before the end of the initial 60-day period.
The decision on appeal will be written in a manner calculated to be understood by you. It will
include specific references to the provisions of the Plan on which the denial was based and
otherwise include the information set forth in this Section. The decision will be final and
conclusive, and you (and any other person or entity) will not be permitted to bring suit on a
claim without first exhausting the remedies available hereunder.
Section 12.7 Limits on Right to Judicial Review
You must follow the claims procedures described by this Part 12 before you may take action in
any other forum regarding a claim for benefits under the Plan. Any suit or other legal action
that you initiate under the Plan, at law or in equity, must be brought no later than one year
following a final decision on the claim for benefits by the Committee (including the decision on
any appeal of the claim). This one-year statute of limitations on suits for benefits will apply in
any jurisdiction or forum in which you may initiate a suit or other legal action.
Section 12.8 Mandatory Venue; Interpleader Actions
Mandatory venue for any claim, legal suit, action, or other proceeding arising out of or relating
to the Plan shall be the Federal District Court for the Southern District of Texas—Houston
Division or in a judicial district court of Montgomery County, Texas, subject to removal to
federal court if applicable.
The Administrative Committee reserves the right, in its sole discretion, to initiate an interpleader
action to resolve any competing claims for a benefit under the Plan or to determine the proper
beneficiary of any benefit under the Plan. In the event the Administrative Committee exercises
its right to initiate an interpleader action, the Administrative Committee may in its discretion
file such action in a court in the state in which the Participant resides (or resided at the time of
his death), in a court in the state in which at least one claimant of the Participant’s benefit resides
or in one of the courts described in the first sentence of this Section 12.8.
•72 • Anadarko Retirement Plan / Summary Plan Description
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PART 13 ABOUT THE PLAN AND YOUR RIGHTS
Section 13.1 Federal Identification and Plan Number
The employer identification number assigned to the Anadarko by the IRS is 76-0146568. The
Plan number is 001. The Plan is a defined benefit pension plan.
Section 13.2 Plan Sponsor
Anadarko Petroleum Corporation
Attn: Benefits Department, Human Resources
1201 Lake Robbins Drive
The Woodlands, TX 77380
832-636-1000 (request transfer to Benefits Department, Human Resources)
Section 13.3 Plan Administrator
The Anadarko Petroleum Corporation Administrative and Investment Committee is the
designated “plan administrator” for purposes of ERISA. The Administrative and Investment
Committee has the exclusive and final discretion to interpret and construe the terms and
provisions of the Plan and to decide all facts and questions that arise in connection with its
administration. The Administrative and Investment Committee’s decisions will be final and
binding on all persons.
Anadarko Petroleum Corporation
Administrative and Investment Committee
Attn: Benefits Department, Human Resources
1201 Lake Robbins Drive
The Woodlands, TX 77380
832-636-1000 (request transfer to Benefits
Department, Human Resources)
Please submit all forms and claims to
the Anadarko Benefits Center:
Anadarko Benefits Center
500 N. Akard Street, Suite 4100
Dallas TX 75201
1-866-472-4711
Section 13.4 Plan Trustee
BNY Mellon Bank
One Mellon Bank Center
Pittsburgh, PA 15258-0001
Section 13.5 Service of Legal Process
Anadarko Petroleum Corporation
Attn: General Counsel
c/o CT Corporation System
350 N. St. Paul Street
Dallas, TX 75201
Legal process may also be served on the Plan Administrator or the Trustee.
•73 • Anadarko Retirement Plan / Summary Plan Description
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Section 13.6 “Top Heavy” Rules
The Code has certain rules intended to ensure that tax qualified retirement plans like the Plan
do not discriminate in favor of certain employees. A plan that primarily favors “Key
Employees” is considered by the IRS to be a “top heavy plan”. In the unlikely event that this
Plan becomes a top heavy plan, special minimum benefit rules will automatically apply.
Because this Plan already has a vesting schedule at least as favorable to Participants as the top-
heavy vesting schedule required by the Code, vesting will remain at 3 years.
Full Years of Vesting Service Vested Interest
Less than 3 years 0%
3 years or more 100%
If the Plan becomes a top-heavy plan, you will be notified by the Plan Administrator.
Section 13.7 Plan Amendment or Termination
Although Anadarko expects to continue the Plan indefinitely, Anadarko, as Plan sponsor,
reserves the express right to amend or terminate the Plan in whole or in part at any time in its
discretion. However, no amendment may be made that decreases the Accrued Benefit of any
Participant or eliminates a protected form of benefit, including an optional form of distribution,
in violation of the Code or ERISA. Circumstances under which the Plan might be amended or
terminated include an adverse change in the Anadarko’s financial circumstances or workforce.
Nothing in the Plan or this Summary Plan Description (or other Plan documents) will create, or
be interpreted or construed as creating, any vested right, contractual or otherwise, to the benefits
set forth in the Plan, nor will any Participant or Beneficiary be entitled to any further benefits or
contributions by Anadarko after the Plan has been terminated. Employees and former
Employees cannot rely on Company contributions to the Plan as a form of compensation for
past or future service.
If the Plan is terminated and you are an affected Participant, then your Accrued Benefit to the
date of such termination, to the extent then funded, will become fully vested if not already
vested. The Plan termination process will be subject to the terms and conditions of the Plan and
any required approval of the Pension Benefit Guaranty Corporation and the Internal Revenue
Service.
Section 13.8 Plan Insurance
Your pension benefits under this Plan are insured by the Pension Benefit Guaranty Corporation
(PBGC), a federal insurance agency. If the Plan terminates (ends) without enough money to
pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the
pension benefits they would have received under their plan, but some people may lose certain
benefits.
The PBGC guarantee generally covers: (1) normal and early retirement benefits; (2) disability
benefits if you become disabled before the plan terminates; and (3) certain benefits for your
survivors.
•74 • Anadarko Retirement Plan / Summary Plan Description
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The PBGC guarantee generally does not cover: (1) benefits greater than the maximum
guaranteed amount set by law for the year in which the plan terminates; (2) some or all of benefit
increases and new benefits based on plan provisions that have been in place for fewer than five
years at the time the plan terminates; (3) benefits that are not vested because you have not
worked long enough for the Company; (4) benefits for which you have not met all of the
requirements at the time the Plan terminates; (5) certain early retirement payments (such as
supplemental benefits that stop when you become eligible for Social Security) that result in an
early retirement monthly benefit greater than your monthly benefit at the Plan’s Normal
Retirement Age; and (6) non-pension benefits, such as health insurance, life insurance, certain
death benefits, vacation pay, and severance pay.
Even if certain of your benefits are not guaranteed, you still may receive some of those benefits
from the PBGC depending on how much money the Plan has and on how much the PBGC
collects from the Company.
For more information about the PBGC and the benefits it guarantees, contact the Plan
Administrator or the PBGC’s Technical Assistance Division, 1200 K Street N.W., Suite 930,
Washington, D.C. 20005-4026, or call 202-326-4000 (not a toll-free number). TTY/TDD users
may call the federal relay service toll-free at 1-800-877-8339 and ask to be connected to 202-
326-4000. Additional information about the PBGC’s pension insurance program is available
through the PBGC’s website on the Internet at http://www.pbgc.gov.
Section 13.9 Your Rights Under ERISA
If you are a Participant in the Plan, you are entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
13.9.1 Information About Your Plan and Benefits
ERISA provides that you will be entitled to receive information about your Plan and benefits,
including the right to:
(a) Examine, without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites and union halls, all documents governing the Plan,
including insurance contracts and collective bargaining agreements, and a copy of the
latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of
Labor and available at the Public Disclosure Room of the Employee Benefit Security
Administration.
(b) Obtain, upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan, including insurance contracts, collective bargaining
agreements and copies of the latest annual report (Form 5500 Series) and updated
Summary Plan Description. The Plan Administrator may make a reasonable charge
for the copies.
(c) Receive a summary of the Plan’s annual financial report. The Plan Administrator is
required by law to furnish each Participant with a copy of this summary annual report.
(d) Obtain a statement telling you whether you have a right to receive a pension at Normal
Retirement Age (age 65) and, if so, what your benefits would be at Normal Retirement
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Age if you stop working under the Plan now. If you do not have a right to a pension,
the statement will tell you how many more years you have to work to get a right to a
pension. This statement must be requested in writing, and is not required to be given
more than once every 12 months. The Plan Administrator must provide the statement
free of charge.
13.9.2 Prudent Actions by Plan Fiduciaries
In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who
are responsible for the operation of the Plan. The people who operate the Plan, called
“fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan
Participants and Beneficiaries. No one, including your employer, your union or any other
person, may fire you or otherwise discriminate against you in any way to prevent you from
obtaining a pension benefit, or exercising your rights under ERISA.
13.9.3 How to Enforce Your Rights
If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to
know why this was done, to obtain copies of documents relating to the decision without charge,
and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you
request a copy of Plan documents or the latest annual report from the Plan and do not receive
them within 30 days, you may file suit in a Federal court. In such a case, the court may require
the Plan Administrator to provide the materials and pay you up to $110 a day until you receive
the materials, unless the materials were not sent because of reasons beyond the control of the
Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan’s
decision or lack thereof concerning the qualified status of a domestic relations order, you may
file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or
if you are discriminated against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful the court may order the person you have
sued to pay these costs and fees. If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.
13.9.4 Assistance with Your Questions
If you have any questions about the Plan, you should contact the Anadarko Benefits Center. If
you have any questions about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Administrative Committee, you should contact the
nearest office of the Employee Benefit Security Administration, U.S. Department of Labor,
listed in your telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefit Security Administration, U.S. Department of Labor, 200 Constitution Avenue
N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefit
Security Administration.
•76 • Anadarko Retirement Plan / Summary Plan Description
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Section 13.10 Your Obligation to Provide Information
You are required to provide any information in writing to the Plan Administrator or
Administrative Committee as they consider necessary or desirable for purposes of administering
the Plan including, without limitation, proof of your age and proof of the age of each Beneficiary
and joint annuitant to the Administrative Committee at such times as it requires. Payment of
your benefit under the Plan is conditioned upon you (or your Beneficiary, if applicable) promptly
providing true, full, and complete information.
Anadarko may rely on all representations including, without limitation, representations as to
age, health and marital status as well as all consents, elections and designations filed with the
Plan or Trust electronically through use of your personal identification number (“PIN”) or
otherwise by you, your spouse, Beneficiary or Alternate Payee, or your representatives.
If you make a false statement that is material to your claim for benefits such as your age or the
age of any Beneficiary who will receive an annuity, the Administrative Committee may adjust
the benefits payable to you or require that you return payments to the Plan, or take any other
action as it deems reasonable under the circumstances.
Your failure to comply with a request by the Administrative Committee for information or proof
within a reasonable time period may result in delay in the payment of any benefits due to you
under the Plan until such information or proof is received by the Administrative Committee.
You must provide the Administrative Committee with your current address in writing and notify
the Administrative Committee each time you change your post office address.
If a check, notice, or other communication is sent to your last address filed with the
Administrative Committee (or, if you have not filed an address with the Administrative
Committee, to your last address as indicated on Company records), the communication will be
binding on you for all purposes of the Plan, regardless whether or not you receive it or claim not
to have received it. It is very important that you keep your address current because the
Company, Plan Administrator, Administrative Committee, and Trustee are NOT required to
look for you.
•77 • Anadarko Retirement Plan / Summary Plan Description
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PART 14 ADDITIONAL PROVISIONS
Section 14.1 Required Minimum Distributions
Your entire interest will be distributed, or begin to be distributed, to you no later than your
Required Beginning Date. The amount that must be distributed on or before your Required
Beginning Date (or, if you die before distributions begin, the date distributions are required to
begin) is the payment required for one payment interval.
Section 14.2 Retroactive Annuity Starting Date
If you receive notice of your benefits after your Annuity Starting Date due to delay by the
Administrative Committee, you may choose for your benefits to begin on an Annuity Starting
Date that is before you received notice of benefits. This is sometimes called a “Retroactive
Annuity Starting Date.”
If you elect to begin distributions as of the Retroactive Annuity Starting Date, and that election
would reduce the Accrued Benefit otherwise payable to your Eligible Spouse upon your death,
your Eligible Spouse must consent to the election.
The distribution must start within 90 days after notice is provided, unless more than 90 days are
needed due to a reasonable administrative delay as determined by the Administrative
Committee.
You will receive a make-up payment to reflect any missed payment or payments for the period
from the Retroactive Annuity Starting Date to the date of the actual make-up payment. Future
periodic payments, if any, will be the same as the future periodic payments that would have been
paid to you had payments actually commenced on the Retroactive Annuity Starting Date.
Section 14.3 Restrictions Due to Underfunding
If the Plan fails to meet funding levels specified under the Code, restrictions will automatically
occur that will limit benefit accruals, benefit distributions, and the Plan Sponsor’s ability to
amend the Plan. These restrictions are summarized as follows:
14.3.1 Limitation on benefit accruals.
If the Plan’s AFTAP is less than 60 percent, you will cease to accrue a benefit as of the Valuation
Date for the Plan Year. If you are otherwise eligible, you will resume accruing a benefit,
effective as of the first day of the Plan Year, once the Company has made a contribution
sufficient to result in an AFTAP of 60 percent.
14.3.2 Limitations on accelerated benefit distributions.
(a) The Plan may not pay any Unpredictable Contingent Event Benefits during a Plan Year
if the AFTAP for such Plan Year is less than 60 percent or would be less than 60
percent taking into account such occurrence.
•78 • Anadarko Retirement Plan / Summary Plan Description
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(b) The Plan may not pay any Prohibited Payment:
(1) after the Valuation Date for the Plan Year if the Plan’s AFTAP is less than 60
percent;
(2) during any period in which the Company is a debtor in a case under Title 11,
United States Code, or similar federal or state law;
(3) after the Valuation Date for the Plan Year if the Plan’s AFTAP is 60 percent
or greater, but less than 80 percent, to the extent the amount of the payment
exceeds the lesser of
(i) 50 percent of the present value of the payment that could be made
without regard to this section, or
(ii) the amount of the maximum guarantee with respect to the
Participant under ERISA Section 4022.
(c) If an optional form of benefit that is otherwise available under the Plan is not available
due to the application of Section 14.3.2(b)(3), the Participant or Beneficiary may elect
to either (1) bifurcate the benefit into unrestricted and restricted portions, and receive
the unrestricted portion currently with a delayed commencement for the restricted
portion, (2) select any other optional form of benefit that would satisfy Section
14.3.2(b)(3) or (3) defer the benefit in accordance with any general right to defer
commencement of benefits under the Plan.
(d) Section 14.3.2(b)(2) does not apply on or after the date on which the enrolled actuary
of the plan certifies that the Plan’s AFTAP is not less than 100 percent.
14.3.3 Limitations on Plan amendments.
If Plan’s AFTAP is less than 80 percent (or would be less than 80 percent taking into account
the amendment), a Plan amendment cannot take effect that increases Plan liabilities due to
benefit increases, the establishment of new benefits, a change in the rate of benefit accrual, or a
change in the rate of vesting.
The Plan’s AFTAP is reported in the annual funding notice provided to Participants each April.
US 2355047v.7