summary plan description of the anadarko …i us 1850472v.2 introduction this booklet contains two...
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US 1850472v.2
SUMMARY PLAN DESCRIPTION
OF THE
ANADARKO EMPLOYEE SAVINGS PLAN
(As Amended and Restated Effective December 31, 2008)
and separate
PROSPECTUS
29,000,000 Shares of Anadarko Petroleum Corporation Common Stock
(par value $0.10 per share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 22, 2013
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INTRODUCTION
This booklet contains two separate documents: (1) the Summary Plan Description (the
“SPD”) for the Anadarko Employee Savings Plan (the “Plan”), except for those provisions
which are identified only as part of the prospectus and not part of the SPD, and (2) the
prospectus for common stock of Anadarko Petroleum Corporation (the “Plan Sponsor”) offered
under the Plan as the Anadarko Stock Fund. The SPD appears first and is issued by the Plan
Administrator for the Plan. The prospectus is the second document and is issued by the Plan
Sponsor.
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ANADARKO EMPLOYEE SAVINGS PLAN
SUMMARY PLAN DESCRIPTION
Table of Contents
Page
INTRODUCTION .......................................................................................................................i
AN INTRODUCTION TO THE SUMMARY PLAN DESCRIPTION........................................ 1
GENERAL INFORMATION ...................................................................................................... 3
1. What does this Plan do for me? ........................................................................................ 4
2. Are there any terms I need to know in reading this SPD? ................................................. 4
3. How do I become a Participant of the Plan? ................................................................... 12
4. How do I contribute to the Plan? .................................................................................... 13
5. How does the Employer make Contributions to the Plan and how do I share in
those Contributions? ...................................................................................................... 15
6. What are the limitations on Contributions under the Plan? ............................................. 17
7. May I roll over a distribution from the Plan or into the Plan? ......................................... 19
8. What becomes of the Contributions made to the Trust?.................................................. 22
9. May I borrow amounts from my Account?..................................................................... 26
10. May I withdraw amounts from my Account prior to my termination of
employment with the Employer? ................................................................................... 27
11. What happens when I retire? .......................................................................................... 31
12. What happens if I become disabled while employed by an Employer? ........................... 31
13. What happens if I die while employed by an Employer? ................................................ 31
14. What happens if my employment is terminated prior to retirement? ............................... 32
15. What is vesting and how does it work? .......................................................................... 32
16. How do I receive credit for Service under the Plan? ....................................................... 35
17. What happens to Forfeitures?......................................................................................... 36
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18. If I terminate employment and then I’m rehired, will my Account balance be
reinstated? ..................................................................................................................... 36
19. How is my Account to be paid upon termination of employment? ................................. 36
20. What are my federal income tax consequences when I receive a distribution from
the Plan? ........................................................................................................................ 38
21. What happens if the Plan is top heavy? .......................................................................... 38
22. May I assign any of my Plan benefits and what is a “QDRO”? ...................................... 39
23. Do I have to give up my IRA contribution? ................................................................... 40
24. May the Plan be amended or terminated? ....................................................................... 40
25. Does this SPD provide tax advice? ................................................................................ 40
26. Is the Plan subject to Section 404(c) of ERISA? ............................................................ 40
27. What are the procedures for filing a claim or appealing a denied claim? ........................ 41
28. What are my rights under ERISA? ................................................................................. 42
CLOSING ................................................................................................................................. 43
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AN INTRODUCTION TO THE SUMMARY PLAN DESCRIPTION
The Plan was amended and restated effective as of December 29, 2006, at which time the
Kerr-McGee Corporation Savings Investment Plan and the Western Gas Resources, Inc.
Retirement Plan were merged into and became a part of the Plan. The Plan was again amended
and restated effective December 31, 2008, to comply with current tax laws, and the Plan was
further amended after such date. This SPD describes the Plan as in effect on April 22, 2013.
The Plan is sponsored by Anadarko Petroleum Corporation (the “Plan Sponsor”) for the
exclusive benefit of its eligible employees and the eligible employees of its affiliates which adopt
the Plan.
Your job performance is very important for Anadarko’s business. Anadarko wants to
encourage and reward you for your contributions to its success. The Plan is designed to help
accomplish your goals by assisting you in providing for your retirement security.
The official Plan document is a lengthy, complex document which sets forth the terms
and provisions of this retirement program. For your convenience, the Plan document has been
condensed into this SPD which consists of a series of questions and answers which summarize
and explain the principal features of the Plan. You are encouraged to carefully review this SPD.
Although the SPD describes the principal features of the Plan that are of general applicability, it
is only a summary. The complete provisions of the Plan are set forth in the Plan document,
which is available upon request from the Anadarko Benefits Center. This SPD is not meant to
interpret, extend, or change the Plan in any way. In case of a conflict, express or implied,
between this SPD and the provisions of the actual Plan document, the Plan document will govern
and control.
An SPD is an overview and is written to be read in its entirety; descriptions of plan
features should not be taken out of context. Inquiries as to specific situations should be directed
to the Anadarko Benefits Center. If you have additional questions, please contact the Benefits
Department of Human Resources, which serves as the delegate of the Plan Administrator. You
can get additional information through the internet at www.AnadarkoAdvantage.ehr.com or by
contacting the Anadarko Benefits Center.
Material changes to the terms of the Plan will be communicated in summaries of material
modification and/or enrollment materials pending revision of the SPD. In the event of a conflict
between an SPD (or any other communication regarding the Plan) and the Plan document, the
Plan document will control.
The Plan may be amended only by proper corporate action by the Plan Sponsor, and may
not be amended, in any way, by oral or written communications about the Plan including,
without limitation, the SPD or a benefit statement.
Whenever the context so requires, words of the masculine gender will include the
feminine gender. Also, “you” as used in this SPD refers to a “Participant” under the Plan as
defined in the definition section of this SPD.
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Your participation in the Plan does not create any express or implied employment
contract, nor does it give any employee the right to continue to be employed by Anadarko
Petroleum Corporation or its affiliates.
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GENERAL INFORMATION
Plan Name: Anadarko Employee Savings Plan
Plan Sponsor and Address: Anadarko Petroleum Corporation
1201 Lake Robbins Dr.
The Woodlands, TX 77380-1160
Employer Identification Number: 76-0146568
Plan Number: 002
Plan Administrator: Anadarko Petroleum Corporation
Administrative and Investment Committee
Plan Administrator Address and
Telephone Number:
Anadarko Petroleum Corporation
c/o Anadarko Employee Savings Plan
Administrator
Attn: Benefits Department, Human Resources
1201 Lake Robbins Dr.
The Woodlands, TX 77380-1160
(832) 636-1000
(866) 472-4711, option 2
www.AnadarkoAdvantage.ehr.com
Type of Plan: The Plan is a defined contribution profit
sharing plan that is intended to meet the
requirements for a tax-qualified plan under
Section 401(a) of the Internal Revenue Code.
The Plan also has a cash or deferred (“Code
Section 401(k)”) arrangement. The Plan is
intended to satisfy Section 404(c) of ERISA.
Type of Administration: Anadarko Petroleum Corporation
Administrative Subcommittee appointed by the
Administrative and Investment Committee
Funding Medium: Trust Fund
Trustee / Record Keeper and Address: Fidelity Management Trust Company
83 Devonshire St.
Boston, MA 02109
(800) 835-5095
(508) 787-9902 (overseas callers)
www.401k.com
Agent for Service of Legal Process: Anadarko Employee Savings Plan
c/o CT Corporation
350 North St. Paul Street, Suite 2900
Dallas, Texas 75201
Service of legal process may also be made on
the Trustee or the Plan Administrator.
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1. What does this Plan do for me?
Terms with initial capital letters are defined in Question 2.
The Plan is the type of retirement plan which is commonly referred to as a “401(k) plan.”
It is primarily designed to assist you in accumulating funds to supplement your retirement
income. Additional benefits of Plan participation include the accumulation of funds for the
support of your beneficiary(ies) in the event of your death prior to retirement or for your support
if you become disabled and are no longer able to work. The Plan gives you an easy way to save
and invest for your own financial security.
As a Participant, you can make a number of Contributions to the Plan including:
Pre-Tax Elective Contributions;
After-Tax Elective Contributions;
Roth 401(k) Contributions (after-tax);
Catch-Up Contributions (pre-tax);
Roth 401(k) Catch-Up Contributions (after-tax); and
Rollover Contributions.
All of your Contributions to the Plan are fully vested at all times.
In addition, the Contributions made by the Employer will help your Account grow faster.
The Employer also makes certain Contributions to the Plan on your behalf including:
Employer Safe Harbor Matching Contributions; and
PWA Contributions.
In addition, the Employer, in its discretion, may make Employer Profit Sharing
Contributions to the Plan on your behalf. Please see Question 5 for a more complete description
of the Employer Contributions.
All Contributions made to the Plan on your behalf are maintained in your Account under
the Plan. Your Account will consist of sub-Accounts to hold the different types of Contributions
made to the Plan. You choose how your Account balance will be invested from among
professionally managed investment funds or in the Anadarko Stock Fund. You have access to
your Account through the Plan’s withdrawal and loan provisions. Further, your money is
portable, which means that if you terminate employment, you can transfer your vested Account
balance to another employer’s qualified retirement plan (provided your subsequent employer will
allow such transfer) or to your Individual Retirement Account (IRA).
2. Are there any terms I need to know in reading this SPD?
These terms have the following meanings when used in this SPD:
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(a) Account means the account established under the Plan to reflect a Participant’s
interest in the Trust Fund. Each Account has sub-accounts, which are created to segregate the
various Contributions in the Plan for each Participant. These sub-accounts include, but are not
limited to, an Elective Contribution Account, a Roth 401(k) Contribution Account, a Rollover
Account, an Employer Pre-2007 Matching Contribution Account, an Employer Safe Harbor
Matching Contribution Account, a PWA Contribution Account, and an Employer Profit Sharing
Account. The Administrative Committee may establish such other accounts as deemed
necessary.
(b) Administrative Committee means the Plan Sponsor’s Administrative
Subcommittee as appointed by the Plan Administrator to oversee the administration of the Plan.
Pursuant to its charter, the Administrative Committee (i) has the discretion to interpret the terms
and provisions of the Plan and to make determinations concerning benefits and other matters
arising under the Plan, including factual determinations, (ii) may adopt such policies and
procedures that it deems appropriate for administration of the Plan, (iii) is authorized to delegate
responsibilities and duties to individuals employed by the Employer and third-party service
providers, and (iv) has such other rights and duties as set forth in its charter.
(c) Beneficiary means each person or entity who is (i) named by the Participant to
receive the benefits payable under the Plan in the event of his death or (ii) otherwise designated
as a Beneficiary under the Plan if no Beneficiary has been selected or otherwise does not exist.
If the Participant is married, the surviving spouse must be the designated beneficiary unless such
spouse consents, in writing, to the designation of a different beneficiary. Please see Question 13
for more information regarding the spousal consent requirements.
(d) Board means the Board of Directors of the Plan Sponsor.
(e) Catch-Up Contribution means additional Pre-Tax Elective Contributions or
additional Roth 401(k) Contributions that (i) are authorized by Participants who have or will
attain the age of 50 by the last day of the Plan Year and (ii) exceed the general limits applicable
to Pre-Tax Elective Contributions and Roth 401(k) Contributions. Catch-Up Contributions may
be additional Pre-Tax Elective Contributions (“Catch-Up Contributions”) and/or additional
Roth 401(k) Contributions (“Roth 401(k) Catch-Up Contributions”). Please see Question 4
for more information on Catch-Up Contributions.
(f) Code means the Internal Revenue Code of 1986, as amended, and the regulations
and other authority issued thereunder by the appropriate governmental authority.
(g) Compensation generally means, the total of all wages, salaries, fees for
professional service and other amounts that a Participant receives in cash or in kind for services
actually rendered or labor performed for the Employer to the extent such amounts are includible
in gross income, subject to the following adjustments and limitations. Compensation does not
include (a) Employer contributions to, or payments from, the Plan or any other pension plan or
deferred compensation plan or program, regardless of whether such plan or program is qualified
under Code Section 401(a) or nonqualified, (b) amounts realized from the exercise of a stock
option that is not an incentive stock option under Code Section 422 or other type of qualified
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stock option, (c) income realized when restricted stock (or property) either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture as described in Code
Section 83, (d) amounts realized from the sale, exchange or other disposition of stock acquired
under a qualified stock option, or (e) other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent that the premiums are not
includible in your gross income), or contributions towards the purchase of an annuity contract
described in Code Section 403(b).
Compensation is determined before reduction under an Elective Contribution Agreement
under (i) the Plan or another plan described in Code Section 401(k) or 408(k), (ii) an annuity
described in Code Section 403(b), or (iii) an election under a cafeteria plan described in Code
Section 125. Compensation will include compensation paid or made available during each Plan
Year that is not includible in your gross income by reason of Code Section 132(f)(4).
Compensation in excess of the dollar limit, as adjusted, under Code Section 401(a)(17)
($255,000 for 2013) is disregarded. The Code Section 401(a)(17) limit may be adjusted annually
for inflation by the federal government. If you would like to know the limit in a future year,
please contact the Benefits Department of Human Resources.
For purposes of any limitations on Compensation, the following provisions will apply:
(1) The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation is determined
(“determination period”) beginning in such calendar year; and
(2) If Compensation for any prior determination period is taken into account
in determining your benefits in the current Plan Year, the Compensation
for that prior determination period is subject to the applicable
compensation limit in effect for that prior determination period.
For Plan Years beginning on and after January 1, 2008, Compensation will include
amounts paid after a Participant’s severance from employment, if such amounts are (i) paid not
later than (a) 2½ months following the Participant’s Severance from Service Date or (b) the end
of the Plan Year in which the Participant’s Severance from Service Date occurs if the amounts
are regular wages that would have been paid to the Participant if his employment had not been
severed for services provided during regular working hours, overtime, commissions, bonuses or
similar compensation. In addition, differential wage payments made to a Participant in qualified
military service while on active duty for more than 30 days, to the extent the amount does not
exceed the amount that would have been paid if the Participant had not entered into military
service, will be considered to be Compensation.
(h) Contribution means an amount withheld from a Participant’s Eligible
Compensation and deposited in his Account (e.g., Pre-Tax and After-Tax Elective Contributions,
Roth 401(k) Contributions, Catch-Up Contributions, or Roth 401(k) Catch-Up Contributions) or
an amount deposited in a Participant’s Account by the Employer (e.g., Employer Safe Harbor
Matching Contribution, PWA Contribution, or Employer Profit Sharing Contribution).
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(i) Contribution Agreement means an agreement entered into by the Participant
with the Employer under which the Participant agrees to make Pre-Tax and After-Tax Elective
Contributions, Roth 401(k) Contributions, Catch-Up Contributions, Roth 401(k) Catch-Up
Contributions, or other permissible contributions via a payroll deduction, subject to the limits
described in Questions 4 and 6.
(j) Effective Date means December 31, 2008, which is the effective date of the most
recent amendment and restatement of the Plan.
(k) Elective Contribution means Contributions that are withheld from the
Participant’s Eligible Compensation and deposited in the Elective Contribution Account.
Elective Contributions may be either Pre-Tax or After-Tax. “Pre-Tax Elective Contribution”
means pre-tax Contributions that are withheld from the Participant’s Eligible Compensation and
deposited in the Pre-Tax Elective Contribution Account. A Participant does not pay any income
tax on Pre-Tax Elective Contributions, or the allocable investment earnings, until such amounts
are distributed from the Plan. Pre-Tax Elective Contributions are also sometimes called “Salary
Deferral Contributions” or “401(k) Contributions.” The amount of your Pre-Tax Elective
Contributions is limited as described in Questions 4 and 6. “After-Tax Elective Contribution”
means Contributions which are withheld from the Participant’s Eligible Compensation and
deposited in the After-Tax Elective Contribution Account. A Participant pays income tax on
After-Tax Elective Contributions when they are initially deposited, but does not pay taxes on the
allocable investment earnings until these amounts are distributed from the Plan. After-Tax
Elective Contributions, when added to the percentage of Eligible Compensation that is
contributed by the Participant as Pre-Tax Elective Contributions and Roth 401(k) Contributions
for a Plan Year, cannot exceed 30% of the Participant’s Eligible Compensation. Please note that
this 30% limit does not include Catch-Up Contributions or Roth 401(k) Catch-Up Contributions.
(l) Elective Contribution Account means a sub-account, or the portion of the
Account, to which your Elective Contributions are credited. This portion of the Account is
always fully vested and nonforfeitable. You may have up to two types of Elective Contribution
Accounts. The “Pre-Tax Elective Contribution Account” is the sub-account that holds your
Pre-Tax Elective Contributions. The “After-Tax Elective Contribution Account” is the sub-
account that holds your After-Tax Elective Contributions.
(m) Eligible Compensation means the same as Compensation, except that Eligible
Compensation excludes:
(1) Payments (however denominated) that are not part of the Employer’s
Annual Incentive Plan, including but not limited to, bonuses under the
Plan Sponsor’s Value Creation Plan (or similar bonus payment plan),
override plan bonuses, front-end hiring bonuses, retention bonuses, spot
award bonuses, overseas bonuses and production bonuses;
(2) Expense reimbursements and other expense allowances;
(3) Cash and non-cash fringe benefits;
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(4) Moving expenses;
(5) Amounts deferred by the Employee under a nonqualified deferred
compensation arrangement that is subject to Code Section 409A;
(6) Employee welfare benefits; and
(7) Any other amounts that receive special tax benefits under the Code and are
included in Compensation.
(n) Employee means an employee of the Employer on its United States payroll
records, as determined by the Employer.
(o) Employer means, individually or collectively, the Plan Sponsor and any other
affiliated organization which adopts the Plan with appropriate authorization for the benefit of its
eligible Employees.
(p) Employer Pre-2007 Matching Contribution means a Contribution to the Trust
made by the Employer for a pay period prior to January 1, 2007, on behalf of a Participant equal
to the lesser of (i) 6% of the Participant’s Eligible Compensation for such pay period or (ii)
100% of the sum of his Pre-Tax Elective Contributions, Catch-Up Contributions, After-Tax
Elective Contributions, Roth 401(k) Contributions, and/or Roth 401(k) Catch-Up Contributions
made during such pay period.
(q) Employer Pre-2007 Matching Contribution Account means the portion of the
Participant’s Account to which any Employer Pre-2007 Matching Contributions are credited.
(r) Employer Profit Sharing Contribution means a Contribution the Employer
may, in its discretion, contribute for a Plan Year, in such amount as determined by the Plan
Sponsor in its discretion, that is allocable to the Participants employed by one or more of the
business units of the Employer. A Participant will share in an Employer Profit Sharing
Contribution without regard to his election to make Pre-Tax Elective Contributions, Catch-Up
Contributions, After-Tax Elective Contributions, Roth 401(k) Contributions, and/or Roth 401(k)
Catch-Up Contributions.
(s) Employer Profit Sharing Account means the portion of the Participant’s
Account to which any Employer Profit Sharing Contributions are credited, and the allocable
investment earnings and losses on such amounts. This portion of the Account is subject to a
vesting schedule. Vesting is described in Question 15.
(t) Employer Safe Harbor Matching Contribution means the Contributions the
Employer makes each pay period on or after January 1, 2007, equal to 100% of the sum of the
Participant’s Pre-Tax and After Elective Contributions, Catch-Up Contributions, Roth 401(k)
Contributions, and Roth 401(k) Catch-Up Contributions which, in the aggregate, do not exceed
6% of his Eligible Compensation that is paid during such pay period.
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(u) Employer Safe Harbor Matching Contribution Account means the portion of
the Participant’s Account to which any Employer Safe Harbor Matching Contributions are
credited, and the allocable investment earnings and losses on such amounts. This Account is
always fully vested.
(v) Employment Commencement Date has the meaning given to it in Question 16.
(w) ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and other authority issued thereunder by the appropriate
governmental authority.
(x) Forfeiture means any nonvested amount in a Participant’s Account that is
forfeited if he terminates employment before becoming 100% vested in that Account. A
forfeiture occurs on the earlier of (i) the date of the distribution of the vested portion of a
terminated Participant’s Account or (ii) the date that the Participant incurs a five-year Period of
Severance.
(y) Highly Compensated Employee means an Employee who:
(1) Owns 5% or more of an Employer for the Plan Year or the immediately
preceding Plan Year; or
(2) Earns in excess of $115,000 in the preceding Plan Year. The $115,000
threshold amount for determining Highly Compensated Employees is
subject to adjustment each year for inflation under Code Section 414(q).
For the 2013 Plan Year, a Participant will be considered to be a Highly
Compensated Employee if he earned more than $115,000 during 2012.
(z) Hour of Service means each hour for which a Participant is directly or indirectly
paid, or entitled to payment, by an Employer as an Employee for the performance of duties.
(aa) Investment Committee means the Plan Sponsor’s Investment Subcommittee as
appointed by the Plan Administrator to oversee the investment administration of the Plan.
Pursuant to its charter, the Investment Committee (i) may adopt such policies and procedures
that it deems appropriate for administration of the investments of the Plan, (ii) is authorized to
delegate responsibilities and duties to individuals employed by the Employer and third-party
service providers, and (iii) has such other rights and duties as set forth in its charter.
(bb) KMG Plan means the Kerr-McGee Corporation Savings Investment Plan.
(cc) Normal Retirement Date means the Participant’s 65th birthday, which is the
“Normal Retirement Age”.
(dd) One Year Period of Severance has the meaning given to it in Question 16.
(ee) Participant means an Employee who has satisfied the Plan’s eligibility
requirements and is participating in the Plan. Alternatively, Participant may mean a former
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Employee who still has an undistributed Account balance, if consistent with the context in which
such term is used. Please see Question 3 for more information.
(ff) PWA Contribution means an Employer Contribution made each payroll period
on behalf of Participants who are: (i) hired as an Eligible Employee on or after January 1, 2007
and eligible to participate in the Personal Wealth Contributions Account under the Anadarko
Retirement Plan; (ii) effective January 1, 2008, employed as an Eligible Employee who was
covered during 2006 under the Western Gas Plan prior to its merger into the Plan; or (iii)
effective for Plan Years beginning on and after January 1, 2012, a “Retirement Choice
Participant” under either the Kerr-McGee Corporation Retirement Plan or the Anadarko
Retirement Plan.
(gg) PWA Contribution Account means the portion of your Account to which any
PWA Contributions are credited.
(hh) Plan means the Anadarko Employee Savings Plan, as it may be amended from
time to time.
(ii) Plan Administrator means the entity that is designated as the “plan
administrator” for purposes of ERISA. The Plan Administrator is designated as the “Anadarko
Petroleum Corporation Administrative and Investment Committee” which has delegated certain
of its responsibilities to the Administrative Committee and the Investment Committee.
(jj) Plan Year means a calendar year ending December 31st.
(kk) Prior Plan Matching Contributions Account means the Account established
under the Plan to hold the matching contributions that were transferred to the Plan from the
KMG Plan or the Western Gas Plan when the KMG Plan and the Western Gas Plan were merged
into the Plan effective as of December 29, 2006.
(ll) Prior Plan Profit Sharing Account means the Account established under the
Plan to hold the profit sharing contributions that were transferred to the Plan from the KMG Plan
or the Western Gas Plan when the KMG Plan and the Western Gas Plan were merged into the
Plan effective as of December 29, 2006.
(mm) Reemployment Commencement Date has the meaning given to it in
Question 16.
(nn) Rollover Account means the portion of the Account to which Rollover
Contributions are credited and the allocable investment earnings or losses on such amounts. If a
Participant makes a Rollover Contribution, an “After-Tax Rollover Account” will be maintained
to reflect the after-tax contributions portion, if applicable, of the Rollover Contribution, and the
allocable investment earnings or losses on such amount. A “Roth 401(k) Rollover Account” will
be maintained to reflect the portion of any Rollover Contribution from a designated Roth 401(k)
elective deferral account under another qualified Roth 401(k) contribution program of another
qualified plan that is rolled over to the Plan and the allocable investment earnings and losses on
such amounts. This Account is always fully vested.
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(oo) Rollover Contribution means an amount credited as a result of a qualified
rollover to the Plan that is permitted under the Code and with the consent of the Administrative
Committee.
(pp) Roth 401(k) Contribution means a Contribution that the Participant designates
as a Roth 401(k) Contribution. Roth 401(k) Contributions are withheld from Eligible
Compensation on an after-tax basis. Roth 401(k) Contributions, when added to the percentage of
Eligible Compensation that is contributed by the Participant as Pre-Tax Elective Contributions
and After-Tax Elective Contributions for a Plan Year, cannot exceed 30% of the Participant’s
Eligible Compensation. Special tax rules apply to distributions from the Roth 401(k)
Contributions Account. A Participant should consult with a personal tax advisor to determine
whether all or any portion of Elective Contributions should be designated as Roth 401(k)
Contributions.
(qq) Roth 401(k) Contribution Account means the portion of the Account to which
Roth 401(k) Contributions are credited and the allocable investment earnings and losses on such
amounts.
(rr) Service means the period of the Employee’s employment with an Employer (or
with an affiliated employer which is counted for this purpose). See Question 16 for a description
of how Service is credited.
(ss) Severance from Service Date has the meaning given to it in Question 16.
(tt) SPD means this Summary Plan Description, as it may be amended from time to
time.
(uu) Total and Permanent Disability means a mental or physical disability which
renders the Participant incapable of continuing his usual and customary employment with the
Employer. For this purpose, a Participant must be approved to receive long-term disability
benefits under the Long-Term Disability Program maintained by the Employer for Employees in
order to be considered to have a Total and Permanent Disability. The decision of the
administrator of the Long-Term Disability Program will be determinative.
(vv) Trust means the trust created under the Plan to fund the Plan.
(ww) Trust Fund means all of the assets and liabilities of the Trust.
(xx) Trustee means the trustee qualified and acting under the Trust.
(yy) Valuation Date means the date determined by the Administrative Committee to
apply with respect to valuation of any Account balance. The Valuation Date may be daily, or at
or at any other time period specified by the Administrative Committee. In any event, there is a
Valuation Date as of the last day of each Plan Year.
(zz) Vesting means the percentage of the Account which cannot be forfeited for any
reason upon termination of the Participant’s employment with an Employer. A Participant is
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always fully vested in his Pre-Tax and After-Tax Elective Contribution Accounts and other
Accounts, except the PWA Contribution Account and Employer Profit Sharing Account which
are subject to a vesting schedule as described in Question 15.
(aaa) Western Gas Plan means the Western Gas Resources, Inc. Retirement Plan.
(bbb) Year of Service has the meaning given to it in Question 16.
3. How do I become a Participant of the Plan?
Participation Starting Date
If you were a Participant in the Plan on December 30, 2008, you continued to be a
Participant on December 31, 2008 (i.e., the “Effective Date”).
If you were not a Participant in the Plan on the Effective Date, then you will be eligible to
be a Participant on your Employment Commencement Date or Reemployment Commencement
Date, as applicable, on or after the Effective Date. “Employment Commencement Date” and
“Reemployment Commencement Date” mean, respectively, the dates on which you first
perform an Hour of Service, and the date on which you first perform an Hour of Service
following your Severance from Service Date.
Eligibility Requirements
You are eligible to participate in the Plan only if you are (a) an Employee who is
employed in an employment position with the Employer, (b) on the Employer’s United States
payroll regardless of the location of your worksite, and (c) not classified in an ineligible class of
Employees. You are on an Employer’s United States payroll if you are paid from a payroll
department of the Employer located within the United States of America. Under no
circumstances are the payroll departments of the Employer’s foreign branches or subsidiaries
treated as United States payroll departments of any Employer for purposes of the Plan.
If you transfer to a class of Employees that is not eligible to participate in the Plan or if
your employment relationship terminates with all Employers, you will remain a Participant while
you have an Account balance. However, no additional Contributions of any kind may be made
by you or on your behalf. If you are again employed in a class of eligible Employees, you will
be eligible to participate in the Plan in accordance with its terms as then effective.
You will not be eligible to become a Plan Participant if (i) your employment is governed
under the terms of a collective bargaining agreement, retirement benefits were the subject of
good faith bargaining, and such agreement does not require the Employer to include such
Employees; (ii) you are a nonresident alien who has no U.S. source income; (iii) you are a leased
employee; (iv) you are classified by the Employer as an independent contractor; (iv) you are a
temporary employee or otherwise not classified as a regular employee and/or are classified as a
“limited benefit employee”; (v) you are on the payroll of a third-party employer of record
service, or a staffing or temporary employee agency; (vi) you are not a citizen or legal resident of
the United States and are not regularly employed at a worksite of the Employer within the United
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States; or (vii) you are an employee of an entity that is not an Employer or Affiliated Employer
and are seconded or “borrowed” by an Employer to provide services to the Employer.
If you are classified by the Employer as a leased employee or an independent contractor,
and your status is later determined to be that of a common law employee, you will be eligible to
become a Participant on the first day following such reclassification if you have otherwise
satisfied the eligibility requirements to participate. However, in such event, you were not
eligible to participate in the Plan, and you will not be allowed to retroactively become a
Participant, for any period during which you were classified in the Employer’s records as being
ineligible to participate.
Enrollment in the Plan
If you are an eligible Employee, you may enroll in the Plan by following the instructions
in the enrollment package. (If you do not have an enrollment package, please visit
www.AnadarkoAdvantage.ehr.com, select “Explore Your 401(k),” and then register as a new
user. Alternatively, please contact the Benefits Department of Human Resources for assistance.)
When you enroll in the Plan, you will authorize the Employer to deduct the amount you
specify from your Eligible Compensation and to contribute that amount to the Plan as a
Contribution on your behalf. You will be given the opportunity to select the investment funds in
which Contributions made on your behalf are invested.
Automatic Enrollment for New Employees
If you are hired as an eligible Employee on or after July 1, 2011, you will be
automatically enrolled in the Plan. Automatic enrollment means that a 6% Pre-Tax Elective
Contribution will be automatically deducted from your Eligible Compensation and contributed to
the Plan.
If you were hired as an eligible Employee on or after January 1, 2007, but before July 1,
2011, you were automatically enrolled in the Plan at a 3% rate instead of a 6% rate. The 3% Pre-
Tax Elective Contribution was automatically deducted from your Eligible Compensation and
contributed to the Plan unless you elected otherwise.
If you were automatically enrolled with a Pre-Tax Elective Contribution (either 3% or
6%) and no longer wish to make a contribution, or if you desire to increase or decrease that
percentage or to make other Contributions, please see Question 4 for more information.
4. How do I contribute to the Plan?
Contributions to the Plan by Participants are voluntary. There is no requirement that you
make any Contributions. However, if you do not make any Contributions to the Plan, you will
not be entitled to share in any Employer Safe Harbor Matching Contributions.
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US 1850472v.2
Elective and Roth 401(k) Contributions
The Plan allows you to make Pre-Tax and After-Tax Elective Contributions, and/or Roth
401(k) Contributions in any whole percentage as long as the total of these Contributions do not
exceed thirty percent (30%) of your Eligible Compensation. To make any of these
Contributions, follow the instructions in your Enrollment Package. The Employer will deduct
your Contributions from your paycheck and transfer that amount to the Trustee to be (i) credited
to your Account and (ii) invested according to your directions.
The sum of your Pre-Tax Elective Contributions and Roth 401(k) Contributions may not
exceed the dollar limit under Code Section 402(g). The Code Section 402(g) limit is $17,500 for
2013. Once this dollar limit is reached, your Pre-Tax Elective Contributions and/or Roth 401(k)
Contributions will be automatically converted to an election to make increased After-Tax
Elective Contributions. The Code Section 402(g) limit may be adjusted each year by the IRS.
Catch-Up Contributions
Certain participants may make additional Pre-Tax Elective Contributions and/or
Roth 401(k) Contributions to the Plan. These additional contributions are called “Catch-Up
Contributions” and/or “Roth 401(k) Catch-Up Contributions.” In order to make these
contributions, the following conditions must be met:
You have attained, or will attain, the age of 50 before the end of the Plan Year; and
You either (i) have contributed at a rate of thirty percent (30%) of your Eligible
Compensation for the entire Plan Year; or (ii) your Pre-Tax Elective Contributions
and/or Roth 401(k) Contributions total to at least $17,500 by the end of 2013 (as such
amount may be adjusted in future years).
The adjusted annual limit on Catch-Up Elective Contributions and Roth 401(k) Catch-Up
Contributions for the 2013 Plan Year is the lesser of (i) the Participant’s Compensation (as
reduced by any other Elective Contributions and/or Roth 401(k) Contributions) or (ii) $5,500.
The $5,500 limit is indexed for inflation. (If you would like to know the limit for the current
year, please contact the Benefits Department of Human Resources.)
The Plan limits your Pre-Tax and After-Tax Elective Contributions and/or Roth 401(k)
Contributions to no more than thirty percent (30%) of your Eligible Compensation. Catch-Up
Contributions are not combined with your Pre-Tax and After-Tax Elective Contributions and/or
Roth 401(k) Contributions for purposes of this 30% limit.
Auto-Election and Reversal of Auto-Election
If you are an eligible Employee who is hired on or after July 1, 2011, and you do not
affirmatively elect (i) to not make Pre-Tax Elective Contributions under the Plan or (ii) to make
another designated percentage of your Eligible Compensation as an Elective Contribution or
Roth 401(k) Contribution, you will be deemed to have made an informed consent and automatic
election to have the Employer withhold six percent (6%) of your Eligible Compensation as a Pre-
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US 1850472v.2
Tax Elective Contribution without any affirmative election or other action being required by you.
(In addition, you will automatically receive an Employer Safe Harbor Matching Contribution.
Please see Question 5 for more information.) Effective as of July 1, 2012, this automatic
election, if applicable, will be effective no later than the 90th
day following your hire date or
rehire date. Please note that for employees hired from January 1, 2007, through June 30, 2011,
the amount withheld was 3%.
If applicable, you may revoke the automatic enrollment election by electing to take a
“permissible withdrawal,” as defined in Code Section 414(w)(2)(A). Such permissible
withdrawal will consist of all Elective Contributions (and allocable investment earnings or losses
thereon) that were made prior to the date of your election to take the permissible withdrawal. If
you make any affirmative elections relating to Contributions to the Plan, you are not eligible for
the permissible withdrawal.
Your election to take a “permissible withdrawal” must be made within ninety (90) days
after your first automatic Elective Contribution has been made. The automatic election to make
Elective Contributions will be revoked so that no Elective Contributions will be made on your
behalf unless and until you make a subsequent affirmative election to make Elective
Contributions.
If you elect to take a “permissible withdrawal,” you will forfeit any Employer Safe
Harbor Matching Contribution that has been made on your Elective Contributions.
Ceasing or Modifying Contributions to the Plan
Regardless of whether you enrolled in the Plan pursuant to an affirmative or automatic
enrollment, you may elect to cease making, or modify the amount of, your Contributions at any
time. This election will be implemented as soon as administratively practicable in accordance
with the Plan’s administrative procedures as then effective.
5. How does the Employer make Contributions to the Plan and how do I share in those
Contributions?
(a) Employer Safe Harbor Matching Contributions. The Plan is referred to as a
“Safe Harbor 401(k) plan.” The Employer will make an Employer Safe Harbor Matching
Contribution equal to the lesser of (i) six percent (6%) of your Eligible Compensation or
(ii) 100% of the sum of your Pre-Tax Elective Contributions, After-Tax Elective Contributions,
Catch-Up Contributions, designated Roth 401(k) Contributions, and Roth 401(k) Catch-Up
Contributions for each payroll period. The Employer will provide you with a written notice of
your rights and obligations under the Plan at least 30 days and not more than 90 days before the
beginning of the Plan Year.
The Employer Safe Harbor Matching Contributions will be transferred to the Trustee to
be credited to your Account and invested according to your directions. You do not have to be
employed on the last day of the Plan Year or complete any minimum number of Hours of
Service to receive these Contributions. If you do not make any Elective Contributions or Roth
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US 1850472v.2
401(k) Contributions during a payroll period, you will not receive an allocation of the Employer
Safe Harbor Matching Contributions.
(b) PWA Contributions. Participants eligible to participate in the Personal Wealth
Contributions Account component of the Anadarko Retirement Plan are eligible to receive a
PWA Contribution in this Plan. For these Participants, the PWA Contribution is as follows:
If you were hired on or after January 1, 2007 but before January 1, 2008, you are
entitled to receive a lump sum PWA Contribution equal to four percent (4%) of
your Eligible Compensation for 2007. This amount was contributed to the Plan
by January 31, 2008. Further, if you were hired on or after January 1, 2007, you
are entitled to receive a PWA Contribution equal to four (4%) of your Eligible
Compensation during each payroll period on or after January 1, 2008.
Alternatively, if you are an Eligible Employee who was covered during 2006
under the Western Gas Plan prior to its merger into the Plan, you are entitled to
receive a PWA Contribution equal to four percent (4%) of your Eligible
Compensation paid during each payroll period on or after January 1, 2008.
In addition, effective for payroll periods beginning on and after January 1, 2012, if you
are a “Retirement Choice Participant” under either the Kerr-McGee Corporation Retirement Plan
or the Anadarko Retirement Plan, you are eligible to receive a PWA Contribution equal to four
percent (4%) of your Eligible Compensation paid during each payroll period.
If you terminate employment with the Employer, subsequently return to employment
with the Employer, and are reinstated as a participant in the Personal Wealth Account component
of either the Kerr-McGee Corporation Retirement Plan or the Anadarko Retirement Plan, you
will be eligible to receive a PWA Contribution equal to four percent (4%) of your Eligible
Compensation paid during each payroll period beginning on and after your return. However, if
you terminate employment with the Employer, subsequently return to employment with the
Employer, and are reinstated as a participant in either the Kerr-McGee Corporation Retirement
Plan or the Anadarko Retirement Plan, in each case other than as a Personal Wealth Account
Participant under such retirement plan, you will not be eligible for a PWA Contribution under the
Plan.
(c) Employer Profit Sharing Contributions. In addition to the Employer Safe
Harbor Matching Contributions and the PWA Contributions, the Employer may, in its discretion,
contribute for a Plan Year an Employer Profit Sharing Contribution, in such amount, if any, as
determined by the Plan Sponsor in its discretion. An Employer Profit Sharing Contribution is
allocable to the Participants employed by one or more of the business units of the Employer,
provided that the Participant must still be employed by the Employer on the last day of the Plan
Year. The Plan Sponsor will determine whether any Employer Profit Sharing Contribution will
be made for a Plan Year, the business unit(s) for which such Employer Profit Sharing
Contribution will be made, and the percentage, if any, of the Eligible Compensation of each
Participant that will be contributed as an Employer Profit Sharing Contribution. A “business
unit” means, as determined by the Plan Sponsor in its discretion, (i) an operating division (or
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US 1850472v.2
subsidiary) of the Employer or (ii) a corporate and/or administrative group of the Employer’s
Employees.
(d) Vesting of Employer Contributions. Amounts credited to your PWA
Contribution Account and your Employer Profit Sharing Account are subject to a vesting
schedule, as are any Employer Pre-2007 Matching Contributions and certain other legacy
contributions made prior to 2007. Please see Question 15 for more information.
Amounts credited to your Employer Safe Harbor Matching Contribution Account are
fully vested when made. Amounts allocated to your Employer Safe Harbor Matching
Contribution Account cannot be distributed except under limited circumstances. Please see
Question 10 for more information.
6. What are the limitations on Contributions under the Plan?
The Plan and the Code impose certain limits on Contributions which are discussed in this
SPD. The following summarizes certain limits.
(a) Annual Limit on Pre-Tax Elective Contributions and/or Roth 401(k)
Contributions. The aggregate amount of Pre-Tax Elective Contributions and Roth 401(k)
Contributions that you can contribute to the Plan (and any other qualified plan, simplified
pension plan, or tax-sheltered annuity) cannot be more than $17,500 for calendar year 2013.
This dollar limit is imposed by Code Section 402(g). The limit is indexed for inflation. (If you
would like to know the limit for the current year, please contact the Benefits Department of
Human Resources.) The new annual limit is typically set within 30 days prior to each
January 1st.
If the sum of your Pre-Tax Elective Contributions and Roth 401(k) Contributions to the
Plan exceed the applicable annual limit, the Administrative Committee will direct that the excess
deferrals be returned back to you. Distribution of the excess deferrals must be made not later
than April 15th of the calendar year following the calendar year in which such excess deferrals
were made. (Please note that, once the annual limit is met, your Pre-Tax Elective Contributions
and/or Roth 401(k) Contributions will be automatically converted to an election to make
increased After-Tax Elective Contributions. As such, the foregoing will be applicable only in the
event that Pre-Tax Elective Contributions and Roth 401(k) Contributions to the Plan in fact
exceed the annual limit. This might occur if you become employed in the middle of the tax year
and had made contributions to another employer’s qualified defined contribution plan.)
If you participate in, or participated in, a qualified retirement plan of another employer
which allowed you to defer a portion of your compensation or make Roth 401(k) Contributions
during any year, and such Contributions when added to your Pre-Tax Elective Contributions and
Roth 401(k) Contributions to this Plan exceed the annual limit, you must notify the Benefits
Department of Human Resources.
This notification must be provided by March 1st of the following year so that the portion
of such Contributions which exceed the limit (referred to as “excess deferrals”) may be returned
to you by the Plan. Failure to remove the excess deferrals by April 15th will result in such
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US 1850472v.2
amounts being taxed to you in the year in which you made the excess deferrals and again in the
year in which the amount is distributed.
Excess deferrals which must be distributed to you will be prorated between your Pre-Tax
Elective Contributions and your designated Roth 401(k) Contributions as directed by you or, in
the absence of such direction, based on a prorated methodology adopted by the Administrative
Committee and applied on a uniform basis. Such distribution will be made first by distribution
of non-matched Pre-Tax Elective or Roth 401(k) Contributions, if any, allocated to your Elective
Contribution Account and/or Roth 401(k) Contribution Account (as applicable), and, if
necessary, next by distribution of Pre-Tax Elective Contributions and/or Roth 401(k)
Contributions that were matched by Employer Safe Harbor Matching Contributions. To the
extent that such excess deferrals are attributable to matched Pre-Tax Elective Contributions or
Roth 401(k) Contributions (and any allocable investment earnings thereon), and such amount is
distributed to you pursuant to the preceding provisions, Employer Safe Harbor Matching
Contributions (and any allocable earnings) will be appropriately reduced and such reduced
Employer Safe Harbor Matching Contributions (and any allocable earnings) will be forfeited.
(b) The Overall Limitation on Annual Additions by Employer and Employee.
The total amount of Employer and Employee Contributions during any given Plan Year cannot
exceed the lesser of (i) the Code Section 415(c) limit; or (ii) 100% of your compensation for
Code Section 415 purposes for the Plan Year. Employer Contributions include the PWA
Contribution, Employer Safe Harbor Matching Contribution, and the Employer Profit Sharing
Contribution, if applicable. Employee Contributions include Pre-Tax Elective Contributions,
After-Tax Elective Contributions, and Roth Contributions. The Code Section 415(c) limit is
$51,000 in 2013. The limit is indexed for inflation in future years.
If you have participated in any other qualified defined contribution plan maintained by
the Employer, the limitation on annual additions applies as if all contributions and forfeitures
allocated under all such defined contribution plans were allocated to your Account under the
Plan. In the event that the total amount of Employer Contributions, Employee Contributions,
and forfeitures during any given Plan Year exceed the lesser of (i) the Code Section 415(c) limit
or (ii) 100% of your Compensation for the Plan Year, the excess will be returned to you
following the same rules set forward in Question 6(a) or forfeited.
(c) Thirty-Percent (30%) Limit on Eligible Compensation. Your Pre-Tax and
After-Tax Elective Contributions and/or Roth 401(k) Contributions may not exceed thirty-
percent (30%) of your Eligible Compensation for the applicable payroll period.
(d) Limitation on Compensation. In determining the amount of any employer
Contributions to the Plan, Compensation in excess of the dollar limit under Code
Section 401(a)(17) (i.e., $255,000 for 2013) is disregarded. For example, the maximum
Employer Safe Harbor Matching Contribution for 2013 is 6% times $255,000, or $15,300 for
any Participant who earns $255,000 or more during the 2013 Plan Year. The same
Compensation limitation is applicable to PWA Contributions and Employer Profit Sharing
Contributions. The Code Section 401(a)(17) limit may be adjusted annually for inflation by the
federal government.
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US 1850472v.2
(e) Limitation on Deductible Contributions. It is intended that all Employer
Contributions under the Plan will be deductible by the Employer pursuant to applicable
provisions of the Code. Accordingly, Employer Safe Harbor Matching Contributions, PWA
Contributions and Employer Profit Sharing Contributions will not exceed an amount equal to
25% of the total compensation paid to all Participants during the taxable year of the Employer
ending with or within the Plan Year. The Employer may recover its Contributions which were
made under a mistake of fact or for which a tax deduction is disallowed.
(f) Nondiscrimination Tests for Contributions. Employee and Employer
Contributions to the Plan are subject to nondiscrimination requirements that ensure that
Contributions made with regard to Highly Compensated Employees are not substantially more
than those made with regard to all other Employees. If certain Contributions fail to satisfy these
nondiscrimination requirements, the Plan is authorized to reduce Contributions of Highly
Compensated Employees so that the requirements will be met. Alternatively, the Plan Sponsor
may, in its complete discretion, authorize additional Contributions such that the
nondiscrimination requirements are met.
No Contribution to the Plan will be made in violation of the nondiscrimination rules
under Code Sections 401(a)(4), 401(k) and 401(m). If for any reason the nondiscrimination rules
are not satisfied for a Plan Year and the Plan Sponsor does not authorize the provision of
corrective contributions, the Administrative Committee will correct the nondiscrimination test
failure by instructing the Trustee to refund a portion of the Elective Contributions or Roth 401(k)
Contributions which were made by certain Highly Compensated Employees and/or reduce the
Employer Matching Contributions, if applicable, that would otherwise be allocated to their
Accounts.
7. May I roll over a distribution from the Plan or into the Plan?
You should consult with your tax and/or your financial advisor prior to effectuating any
rollovers or electing a distribution from the Plan.
(a) Rollovers from this Plan. If you are eligible for a distribution under the Plan,
under certain circumstances you may be able to roll over all or a portion of your distribution
from the Plan into another qualified retirement plan or individual retirement account (“IRA”).
If you do not roll over your distribution to another qualified retirement plan or to an IRA,
the Employer generally will be required to withhold 20% of the taxable portion of a distribution
from the Plan. Further, you will be required to pay taxes on the distribution and may also be
subject to a 10% penalty tax. Please consult your personal tax advisor.
Qualified Plan or Account Rollover
If you are eligible for a distribution under the Plan, under certain circumstances you may
be able to roll over all or a portion of your distribution from the Plan into a qualified retirement
plan or annuity plan, a section 403(b) tax sheltered annuity plan, an IRA or individual retirement
annuity (other than an endowment contract) or a Roth IRA. You may also elect to have all or a
portion of your benefit transferred directly to an eligible plan under Code Section 457(b) that is
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US 1850472v.2
maintained by a state, political subdivision of a state, or any agency or instrumentality of a state
or political subdivision of a state if such plan agrees to separately account for amounts you elect
to transfer. Notwithstanding the foregoing, the portion, if any, of your benefit that consists of
designated Roth 401(k) Contributions may be transferred only to another designated Roth
elective deferral account under an “applicable retirement plan” (as that term is defined in Code
Section 402A(e)(1)) or a Roth IRA and only to the extent the rollover is permitted under the
rules of Code Section 402(c). Also, the portion, if any, of your benefit that consists of After-Tax
Elective Contributions may be transferred only to an individual retirement account or individual
retirement annuity or to a qualified defined contribution plan described in Section 401(a) or
403(a) of the Code or to an annuity contract described in Code Section 403(b) that agrees to
separately account for the transferred amounts (including separately accounting for the pre-tax
and after-tax portions). A rollover may further defer income taxation as well as avoid the
imposition of the 10% penalty tax, if applicable. This is called a “direct rollover.” You should
contact your personal tax advisor before, or as soon as possible after, your receipt of a
distribution that you desire to roll over. There are time limits to effectuate a rollover.
Under applicable rules, the taxable part of most Plan distributions may be transferred
directly or “rolled over” tax-free as described above, except for distributions below a specified
dollar amount ($200 or, if less than 100% of your eligible rollover distribution is to be a direct
rollover, $500). Required minimum distributions may not be rolled over (or transferred directly
to another eligible retirement plan or IRA), but are subject to income tax withholding at rates
other than the 20% mandatory withholding. A distribution check that is delivered to you but
made payable to (1) the trustee or custodian of your IRA or (2) the trustee or custodian of your
new employer’s eligible retirement plan, should be treated as a direct rollover.
In order to avoid a 20% mandatory withholding, it will be necessary for you (1) to
establish an IRA and arrange for a direct rollover from the Plan to the IRA or (2) to arrange with
your new employer for a direct rollover from the Plan to your new employer’s eligible retirement
plan. In addition, you and the IRA (or other plan’s) trustee or custodian must provide certain
information to the Administrative Committee about the direct rollover you wish to make.
If you do not elect to have your distribution made in the form of a direct rollover, the
mandatory 20% will be withheld and the remaining 80% of your vested Account balance will be
distributed to you. It will be necessary for you to roll over all or part of the portion of your
vested Account balance which you receive within 60 days of your receipt of the distribution. In
this case, if you want to roll over (and thus defer the taxation on) your entire vested Account
balance, you must make up (from personal funds) an amount equal to the 20% which was
withheld and then deposit that amount into the IRA or eligible retirement plan to which you
made the rollover contribution. The entire rollover must be completed within 60 days of the date
you receive the distribution from this Plan. Otherwise, any taxable portion of your distribution
which is not rolled over will be subject to income taxes and, if applicable, a 10% excise tax on
early distributions.
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US 1850472v.2
Other Roth Rollovers
If you are otherwise eligible to make Roth Contributions to an IRA, you may elect to
direct all or a portion of your Account balance to be distributed in the form of a direct rollover to
a Roth IRA. In that event, the entire taxable portion of your Account must be included in your
gross income in the year of the distribution, but the distribution will not be subject to the
mandatory 20% withholding rules or to the 10% excise tax that may otherwise be applicable
under Code Section 72(t). Thereafter, the IRA will be subject to the distribution rules applicable
to a Roth IRA.
Rollovers by Surviving Spouse, Alternate Payee, or Non-Spouse Beneficiary
If you are entitled to receive benefits from the Plan as a spouse or former spouse who is
an Alternate Payee (see Question 22) or as the surviving spouse of a deceased Participant, you
may be able to elect to have the amounts distributable to you paid in the form of a direct rollover
to another eligible retirement plan sponsored by your employer or to an IRA established in your
name under similar rules described above for Participants. A rollover to an eligible retirement
plan sponsored by your employer will require such employer’s consent.
If you are entitled to receive benefits under the Plan as a non-spouse Beneficiary of a
deceased Participant, you may be able to elect to have the amounts distributable to you paid in
the form of a direct rollover to an IRA or individual retirement annuity, in each case that is
established for the purpose of receiving the rollover and is treated as an inherited individual
retirement account or individual retirement annuity. The rules regarding a direct rollover for a
non-spouse Beneficiary are complex and you should consult a competent tax advisor if you
become entitled to receive benefits upon the death of a Participant or a former Participant.
(b) Rollovers into this Plan. If permitted by Plan procedures as then effective, you
may roll over amounts which are distributed from another qualified retirement plan into your
Rollover Account under the Plan. Similarly, if so permitted, the Trustee may accept a transfer of
your vested account balance directly from the trustee of another qualified plan in which you
participated. A rollover or a direct transfer into the Plan will not be allowed until it is a
qualifying rollover (or transfer) and the former employer’s plan was considered to be a qualified
retirement plan under the Code. The rollover of a distribution which is not a direct rollover must
generally be completed within 60 days of its receipt.
The qualified plans from which rollovers may be received by the Plan are those described
in Code Sections 401(a) or 403(a), annuity contracts described in Code Section 403(b), and
eligible plans under Code Section 457(b), which are maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision of a state. After-tax
contributions and Roth 401(k) Contributions can be rolled over into the Plan. Please see the
most current “Roll-In” Form identifying what plans and programs may be rolled into the Plan.
A Roth Rollover Contribution to the Plan may be effectuated only by a direct rollover to
the Plan. The Administrative Committee may require as a condition to accepting any Roth
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US 1850472v.2
Rollover Contribution that you furnish evidence that it deems satisfactory to establish that the
proposed Roth Rollover Contribution is an eligible rollover under the Code.
All Rollover Contributions to the Plan must be liquidated prior to transfer and contributed
to the Plan in cash, and no in-kind rollovers will be accepted.
Effective as of July 1, 2012, if you are a former employee, you will be permitted to roll
over a lump sum distribution from either the Anadarko Retirement Plan or the Kerr McGee
Corporation Retirement Plan if (a) you have an account balance under the Plan that is not subject
to the Plan’s automatic cash-out rules as of the date of the rollover and (b) the rollover
contribution is in the form of a direct rollover. Further, if you die, your surviving spouse to
whom you were married on the date of your death will be eligible to roll over a lump sum
distribution from the Anadarko Retirement Plan or the Kerr McGee Corporation Retirement Plan
if (i) the surviving spouse is the sole beneficiary of your account under the Plan, (ii) your account
balance under the Plan has not been distributed as of the date of the rollover, (iii) your account
balance under the Plan is not subject to the Plan’s automatic cash-out rules as of the date of the
rollover and (iv) the rollover contribution is in the form of a direct rollover.
Note: This SPD is not intended to provide tax advice. You are strongly advised to
contact your own personal tax advisor. Please see Question 25 and the Special Tax Notice
Regarding Plan Payments that you will receive when you request a distribution from the Plan.
8. What becomes of the Contributions made to the Trust?
All Contributions are allocated (or credited) to your Account which is held and invested
as part of the Trust Fund. A variety of investment funds have been selected in which you may
choose to invest your Account balance.
(a) Fund Selection. Your initial fund selection will be made at the time you enroll in
the Plan. If you do not make an affirmative investment election, the Trustee will invest your
Accounts in a default investment option that is intended to meet the requirements for a “qualified
default investment alternative” as defined in ERISA Section 404(c). The choices of investment
funds may be modified from time to time by the Investment Committee. Currently, the Fidelity
Freedom K Funds are designated as the default investment option. An investment fund made
available under the Plan may charge transaction fees or expenses (e.g., commissions, sales loads,
deferred sales charges, redemption or exchange fees) associated with the purchase or sale of
shares or other interests, and each such investment fund contains other fees and expenses that are
reflected in such fund’s net investment return. More complete information about the Fidelity
Freedom K Funds and the other investment funds available under the Plan, and detailed
information relating to each such investment fund (including information concerning fees and
expenses), is available in your enrollment materials or by calling 1-866-472-4711, option 2, or
on the internet at www.AnadarkoAdvantage.ehr.com and choosing the link to the Explore
Fidelity NetBenefits®
. You may also make a written request for such information to the Plan
Administrator.
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US 1850472v.2
The allocable investment earnings, losses and other investment changes in the value of
your Account will depend on the investment choices you have made. If the value of the assets in
the fund you choose as an investment option increases, the portion of your Account invested in
that fund will increase proportionately. Likewise, a decrease in the value of the assets in a fund
you choose will result in a proportionate loss to your Account. The fair market value of your
Account will be determined as of each Valuation Date.
You may change your investment elections for your current Account balance and/or
future Contributions at any time, unless otherwise not allowed by the Investment Committee for
administrative reasons. Any such change, when made, will continue to be effective for all
succeeding investments of Contributions until revoked or changed in a like manner. As a general
rule, any change in your investment elections are subject to certain restrictions. For example, if
you modify the manner in which your current Account balance is invested, you will not be able
to modify that election again until the previous transactions have settled. Any changes that you
make may not be immediately effective. In this regard, although you may change your
investment elections at any time, such elections can only be processed on a day when the stock
exchanges are open for business. Periodically, you will receive a personalized statement
showing the value of your Account balance and the gain or loss for that period.
You may modify your investment choices for current Account balances and/or future
Contributions or check your balances through the telephone or the Internet. Your change
requests may be subject to certain restrictions, including restrictions on your reinvestment in a
particular investment fund if you make certain exchanges out of such investment fund within a
specified period. Information regarding such restrictions may also be obtained through the
telephone or the Internet. You will need your customer identification number and personal
identification number (PIN) to access your Account through the voice response unit or the
website.
Telephone – Please call 1-866-472-4711, option 2 (the “Anadarko Benefits
Center”). Overseas callers should dial 1-508-787-9902.
Internet – You may use either of these addresses: (i) the internet at
www.AnadarkoAdvantage.ehr.com and choosing the link to the Fidelity website,
or (ii) Fidelity’s website at www.401k.com
Financial Engines Advisors L.L.C., a federally registered investment advisor (“Financial
Engines”), has been appointed to provide both online advice services and discretionary
management of Accounts. Each of these services is available to you on a completely voluntary
basis. You are under no obligation to participate in either the online advice or discretionary
management program, and the Plan Sponsor, the Employer, the Plan Administrator, the
Administrative Committee and the Investment Committee are making no recommendation that
you participate in either program. The performance of the discretionary management program
may be substantially similar to that of the Fidelity Freedom K Funds discussed earlier in this
section; however, it is important to note that past performance does not guarantee future results
so there may be more meaningful differences in performance in the future. To get the full
benefit of the discretionary management program, a participant should utilize all features of the
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program as described by Financial Engines. At the time this SPD was prepared, the Plan
Sponsor elected to pay the fees for Financial Engines’ online advice services, so you will not be
charged a fee for participating in that program. There is a fee associated with Financial Engines’
discretionary management program that will be deducted directly from your Account should you
elect to participate in the program. Information concerning this fee can be obtained through the
telephone or the Internet as described in the preceding paragraph or by making a request in
writing to the Plan Administrator.
Benefits provided by the Plan are paid only from your Account. While it is hoped and
expected that your Account (including each separate investment fund) will increase in value over
time, neither the Employer, Trustee, Administrative Committee, Investment Committee,
investment manager, nor any other person or entity can guarantee favorable investment results
for any time period. Your Account will be credited with its proportionate share of any gain, or
charged with its proportionate share of any loss, of each investment fund in which your Account
is invested.
The Plan is intended to comply with Section 404(c) of ERISA and Section 2550.404c-1
of Title 29 of the Code of Federal Regulations. This generally means that, since you direct how
your Account balance is to be invested between and among the various investment funds, the
Plan fiduciaries are relieved from liability for any investment losses resulting from your
investment decisions and you are responsible for the investment performance of your Account
balance.
The Pension Benefit Guaranty Corporation (“PBGC”) established by the U.S.
Government insures defined benefit retirement plans. Because this Plan is a defined contribution
plan, it is not insured by the PBGC. Assets underlying the Plan’s obligations are held in
individual accounts for each participant by Fidelity.
(b) Mutual Funds and Common Trust Funds. The Investment Committee has
selected a menu of mutual funds and common trust funds from which you may choose to invest
your Account balance. The mutual funds offer a range of investment risk and return potential.
You may obtain more complete information regarding these funds through the telephone and/or
Internet options discussed in the preceding subsection (a).
(c) Anadarko Stock Fund. You may also direct the Trustee to invest a portion of
your Account balance in the “Anadarko Stock Fund.” The Anadarko Stock Fund is a unitized
fund which is invested primarily in shares of Anadarko Petroleum Corporation common stock
(“Anadarko Stock”). Your interest in the Anadarko Stock Fund will be determined by the
number of units (i.e., Anadarko Stock and short-term investments) purchased at the time your
Contributions are invested in the Anadarko Stock Fund, and the associated appreciation, income,
or loss attributable thereto. The Trustee will purchase shares of Anadarko Stock in the open
market based on the amount of money which has been directed to be invested in the Anadarko
Stock Fund and will hold those shares in the Anadarko Stock Fund. Any cash held by the
Anadarko Stock Fund which is not invested in Anadarko Stock will be invested in short-term
investments. Any dividends that are paid to the Plan based on shares of stock held by the
Anadarko Stock Fund will be reinvested in additional shares of Anadarko Stock.
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Notice of Your Rights Concerning Employer Securities
This Notice informs you of an important change in federal law that provides specific
rights concerning investments in employer securities (i.e., Anadarko Stock). Because you may
now or in the future have investments in Anadarko Stock under the Plan, you should take the
time to read this notice carefully.
Your Rights Concerning Employer Securities
You may direct at any time that the portion of your Account under the Plan invested in
the Anadarko Stock Fund be divested and reinvested in any other investment option available
under the Plan. Although investments or reinvestments in the Anadarko Stock Fund or any other
investment option may be subject to restrictions established by the Administrative Committee,
those restrictions will not prevent you from divesting an existing investment in the Anadarko
Stock Fund. However, any transactions involving the Anadarko Stock Fund are subject to
applicable Plan procedures and applicable laws and requirements governing insider trading,
including securities laws and regulations. You may contact the person identified below for
specific information regarding this right. In deciding whether to exercise this right, you will
want to give careful consideration to the information below that describes the importance of
diversification. All of the investment options under the Plan are available to you if you decide to
diversify out of the Anadarko Stock Fund.
The Importance of Diversifying Your Retirement Savings
To help achieve long-term retirement security, you should give careful consideration to
the benefits of a well-balanced and diversified investment portfolio. Spreading your assets
among different types of investment can help you achieve a favorable rate of return, while
minimizing your overall risk of losing money. This is because market or other economic
conditions that cause one category of assets, or one particular security, to perform very well
often causes another asset category, or another particular security to perform poorly. If you
invest more than 20% of your retirement savings in any one company or industry, your savings
may not be properly diversified. Although diversification is not a guarantee against loss, it is an
effective strategy to help you manage investment risk.
In deciding how to invest your retirement savings, you should take into account all of
your assets, including any retirement savings outside of the Plan. No single approach is right for
everyone because, among other factors, individuals have different financial goals, different time
horizons for meeting their goals, and different tolerances for risk. Therefore, you should
carefully consider the rights described in this notice and how these rights affect the amount of
money that you invest in Anadarko Stock through the Plan.
It is also important to periodically review your investment portfolio, your investment
objectives, and the investment options under the Plan to help ensure that your retirement savings
will meet your retirement goals.
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For More Information
If you have any questions about your rights under this federal law, please contact the
Anadarko Benefits Center (1-866-472-4711, option 2) or the Benefits Department of Human
Resources. Follow the Plan’s normal procedures to modify your investment elections to transfer
your Account balance from the Anadarko Stock Fund to any other available investment fund.
If your Account balance is invested in the Anadarko Stock Fund, you can instruct the
Trustee with respect to voting the shares of Anadarko Stock allocable to your Account. You will
receive proxy information and a voting form before each stockholders’ meeting of Anadarko
Petroleum Corporation. Your rights are based on the stock credited to your Account on the last
valuation date before the record date for the stockholders’ meeting.
Procedures have been designed to safeguard the confidentiality of any Participant’s or
Beneficiary’s rights with respect to the Participant’s or Beneficiary’s interest in the Anadarko
Stock Fund under the Plan, including the right to purchase, sell, hold or exercise voting, tender,
or similar rights. For example, procedures with the Plan’s trustee for Anadarko Stock have been
implemented so that the Plan Sponsor does not have access to how you voted Anadarko Stock
allocable to your Account, your individual proxy cards, or proxy card stockholder comments. In
addition, only those persons assisting in the administration of the Plan have access to your
decisions to buy, sell, or hold an interest in the Anadarko Stock Fund. The Plan Administrator
(which is the Anadarko Petroleum Corporation Administrative and Investment Committee (see
page 3 of this SPD for address and telephone number)) is responsible for ensuring that these
procedures are being followed. If the Plan Administrator determines that a situation has
potential for undue influence upon Participants and Beneficiaries with regard to the exercise of
rights as a stockholder of Anadarko Petroleum Corporation, then the Plan Administrator will
appoint an independent fiduciary to perform such activities as are necessary to prevent undue
influence. These situations may include tender offers, exchange offers, or contested Board
elections. You will be notified of such appointment and of the name, address, and telephone
number of the independent fiduciary.
9. May I borrow amounts from my Account?
Loans are permitted to any Participant in active employee status and to a former
Participant, Beneficiary or alternate payee under a QDRO (see Question 22) if such person is a
“party in interest” (as defined in ERISA) or a “disqualified person” (as defined in the Code) and
on whose behalf an Account is maintained under the Plan. The Administrative Committee has
established guidelines (“Loan Policy”) for Plan loans. The Loan Policy, as amended from time
to time, will govern the Administrative Committee’s approval or disapproval of a loan
application. The Loan Policy may be amended at any time without the necessity of formally
amending this SPD. Therefore, if you decide to borrow an amount from your Account balance,
please contact the Anadarko Benefits Center to request a copy of the current Loan Policy.
If you satisfy the requirements set forth in the Loan Policy, you will be entitled to borrow
from your vested Account balance an amount which (when added to the outstanding balance of
all of your other Plan loans, if any) is not in excess of the lesser of (a) $50,000, reduced by the
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excess, if any, of (i) your highest outstanding balance of Plan loans made during the one year
period ending on the day before the loan was made over (ii) the outstanding balance of your loan
from the Plan on the date such loan was made, or (b) fifty percent (50%) of your vested Account
balance less the outstanding balance of any other loan you have at the time of the loan. The
Loan Policy may limit the number of loans which you may have outstanding at a time.
A loan will be treated as a directed investment of your Account balance to the extent
allocated to your loan. The loan will be secured by the vested interest in your Account. No loan
will have a maturity date in excess of five (5) years.
A loan to a Participant who is a current Employee will be repaid by payroll deduction.
Any loan may be prepaid in full without penalty at any time; however, partial prepayments are
not allowed.
You can request a loan by calling the Anadarko Benefits Center (1-866-472-4711,
option 2) or via the internet at www.AnadarkoAdvantage.ehr.com. Please review the current
Loan Policy for other important information relating to Plan loans.
10. May I withdraw amounts from my Account prior to my termination of employment
with the Employer?
In some situations, you may make withdrawals from your Account, including your
Elective Contribution Account, Rollover Account, Employer Pre-2007 Matching Contribution
Account, PWA Contribution Account, and Employer Profit Sharing Account. The availability of
withdrawals may depend upon several factors including your age, the account from which you
are withdrawing, and the reason for the withdrawal.
In-Service Withdrawals
An in-service withdrawal is made while you are currently participating in the Plan (i.e.,
while you are “in service” of the Employer). In-service withdrawals must be made in the
following order:
(a) first, from your Rollover Account, if any;
(b) next, from your After-Tax Elective Contribution Account, if any;
(c) next, from your Employer Pre-2007 Matching Contribution Account, PWA
Contribution Account, your Employer Profit Sharing Contribution Account, your Prior Plan
Matching Contributions Account, and your Prior Plan Profit Sharing Account, amounts allocated
to such Accounts that have been held for at least twenty-four (24) months but not in excess of
your vested interest; and
(d) finally, if you have contributed to or had Pre-Tax Elective Contributions made on
your behalf to the Plan for at least sixty (60) cumulative months, you may withdraw from your
Employer Pre-2007 Matching Contribution Account, your PWA Contribution Account your
Employer Profit Sharing Contribution Account, your Prior Plan Matching Contributions
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Account, and your Prior Plan Profit Sharing Account, an amount not exceeding your vested
interest. Please note that your Employer Safe Harbor Matching Contributions cannot be
withdrawn as an in-service withdrawal.
The amounts available from each Account must be exhausted before amounts from the
Accounts with the next level of priority can be withdrawn.
Withdrawals at Age 59½ or Older
When you attain age 59½ you may withdraw the vested portion of any of your Accounts
other than an Account that cannot be distributed at such age under the Code (for example, an
Account allocable to a money purchase pension plan, if any, that is merged into the Plan).
In order to receive Roth 401(k) Contributions tax-free, the first Roth 401(k)
Contributions must have been made at least five (5) years before the distribution date. This 5-
year period starts on January 1st of the calendar year that the first Roth 401(k) Contribution was
made to the Plan.
Hardship Withdrawals
A hardship withdrawal may be made only when you are suffering from a financial
hardship that renders you in need of a distribution that qualifies for a hardship withdrawal under
the Plan. A qualifying financial “hardship” is defined under the Code and summarized below.
You must meet this legal standard in order to obtain a hardship withdrawal.
You may request a withdrawal from your Pre-Tax Elective Contribution Account and/or
Roth 401(k) Contribution Account only if (i) you have withdrawn the maximum permissible
amount from your Accounts, as described above (i.e., “In-Service Withdrawals”), (ii) you have
utilized all loans available to you under the Plan, and (iii) you are suffering an immediate and
heavy financial hardship due to:
1. certain medical expenses (not covered by insurance or otherwise reimbursable
from any other source) previously incurred, or necessary to be incurred, by you,
your spouse, dependents or primary Beneficiary;
2. expenses required to purchase your principal residence (excluding mortgage
payments);
3. a lack of funds needed to prevent eviction from and/or foreclosure on your
principal residence;
4. lack of funds to pay tuition and related educational fees for the next twelve (12)
months of post secondary education for you, your spouse, dependents or primary
Beneficiary;
5. payments for burial or funeral expenses for your deceased parent, spouse, children
or dependent or your primary Beneficiary;
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6. expenses for the repair of damage to your principal residence that would qualify
for the casualty deduction under Code Section 165; or
7. such other financial needs which the Internal Revenue Service deems to be
immediate and heavy financial needs in a regulation, revenue ruling, notice or
other authoritative document of general applicability.
The maximum amount you will be entitled to withdraw from your Pre-Tax Elective
Contribution Account and/or Roth 401(k) Contribution Account for hardship purposes is the
lesser of: (1) the amount needed to alleviate your hardship, including an additional amount
necessary to pay any income or penalty taxes which are reasonably expected to result from the
withdrawal, or (2) the vested balance credited to your Pre-Tax Elective Contribution Account
that is attributable to Pre-Tax Elective Contributions (unadjusted for allocable investment
earnings or losses) and the amount credited to your Roth 401(k) Contributions Account. The
Administrative Committee will be able to assist you regarding whether your particular situation
meets these eligibility requirements and, if so, the amount available for a hardship withdrawal.
You will not be considered as suffering an immediate and heavy financial hardship unless
you submit satisfactory written evidence to the Administrative Committee, including the amount
needed to alleviate your hardship. If the Administrative Committee does not have actual
knowledge to the contrary, you will be considered as having satisfied the previously mentioned
eligibility requirements, provided that you submit a written request in which you specifically
identify the hardship and attach a photocopy of:
1. medical bills, or physician’s reports and other evidence of expenses to be incurred
for medical care;
2. a contract to purchase your principal residence;
3. a notice or other evidence of imminent eviction from and/or foreclosure on your
principal residence;
4. enrollment or registration forms or other evidence of tuition and related
educational fees due for the next 12 months of post secondary education; or
5. other evidence of your claimed hardship and the amount required to alleviate such
hardship.
In addition, you must represent in writing that:
1. your financial need cannot be relieved through reimbursement or compensation
by insurance;
2. your financial need cannot be relieved through liquidation of any of your
remaining assets (or any remaining assets of your spouse or minor children that
are readily available to you) without such liquidation itself causing an immediate
and heavy financial hardship;
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3. your financial need cannot be relieved through your discontinuance of Elective
Contributions to the Plan, if applicable;
4. you have received or applied for all distributions available to you from the Plan
(and any other plans maintained by your Employer), and such distributions have
not, or will not, relieve your financial hardship; and
5. you have received or applied for all nontaxable loans available to you from the
Plan (and any other plans maintained by your Employer) and from commercial
sources, and such loans have not, or will not, relieve your financial hardship.
(You will not be required to take a loan from any plan sponsored by the Employer
or from commercial sources if the loan will create a greater hardship, or in the
case of a hardship withdrawal to purchase your principal residence, the loan will
cause you to not qualify to complete the purchase transaction.)
Any withdrawal from your Pre-Tax Elective Contribution Account as a result of a
financial hardship will result in a suspension of your right to make Pre-Tax and After-Tax
Elective Contributions, Roth 401(k) Contributions, Catch-Up Contributions, or Roth 401(k)
Catch-Up Contributions to the Plan, and any other qualified plan that allows you to defer a
portion of your compensation, for a period of six (6) months following your receipt of a hardship
withdrawal. In addition, all of your outstanding deferral elections under nonqualified plans
maintained by the Employer will be cancelled in accordance with the requirements of Code
Section 409A. Hardship withdrawals cannot be rolled over to an IRA and cannot be repaid to the
Plan.
Qualified Military Service Withdrawal
If you are performing qualified military service while on active duty for a period of more
than 30 days, you will be entitled to receive a distribution of a portion or all of your Employer
Nonforfeitable Contributions Account attributable to Elective Contributions. You will not be
permitted to make any Elective Contributions (including USERRA make-up contributions) to the
Plan for the six months after you receive the distribution.
Qualified Reservist Distribution
In addition to the permissible distribution events described above, a Participant may elect
a Qualified Reservist Distribution. A “Qualified Reservist Distribution” is any distribution to a
Participant who is ordered or called to active duty after September 11, 2001 if (a) the distribution
is from amounts attributable to Elective Contributions, (b) the Participant was (by reason of
being a member of a reserve component, as defined in Section 101 of Title 37, United States
Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite
period, and (c) the distribution is made during the period beginning on the date of such order or
call, and ending at the close of the active duty period. A Qualified Reservist Distribution is not
subject to the 10% excise tax that otherwise may be applicable under Code Section 72(t). A
Qualified Reservist Distribution can be repaid to an IRA during the two-year period following
the period of active duty.
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Effect of Withdrawals on Your Account
Any withdrawal is considered separate from your other benefits and will thus reduce your
Account balance that you would otherwise receive upon separation from Service for whatever
reason. If you are under age 59½, or your Roth 401(k) Contributions are distributed less than
five (5) years after the first Roth 401(k) Contribution was made under the Plan, the amount of
your withdrawal may be subject to a 10% penalty tax under Code Section 72(t), in addition to
applicable income tax withholding.
Note: This SPD is not intended to provide tax advice. You are strongly advised to
contact your personal tax advisor. Please see Question 25.
11. What happens when I retire?
If you retire on or after your Normal Retirement Date, any account that has not yet vested
will vest and you will be entitled to receive 100% of the amount credited to your Account as of
your retirement date, plus any amounts credited to your Account after such date. Distribution
will be made as described under Question 19.
If you continue employment with an Employer after your Normal Retirement Date, you
may continue to make Contributions to the Plan and receive Employer Contribution to the same
extent as other active Participants.
12. What happens if I become disabled while employed by an Employer?
If you incur a Total and Permanent Disability while employed by an Employer, any
Account that has not yet vested will vest and you will be entitled to receive 100% of the amount
credited to your Account as of the date of your termination of employment due to your Total and
Permanent Disability, plus any amounts credited to your Account after such date. Distribution
will be made as described under Question 19.
13. What happens if I die while employed by an Employer?
If you die while employed by an Employer, all of your unvested Accounts will vest and
your Beneficiary will be entitled to receive 100% of the amount credited to your Account as of
your date of death, plus any amounts credited to your Account after such date. Your death
benefit will be paid to your designated Beneficiary in the form of distribution described under
Question 19. Distributions to your surviving spouse may be deferred until April 1 of the year
following the year in which you would have attained age 70½ . If your Beneficiary is not your
surviving spouse, then a full distribution must be made by December 31 of the fifth year
following the year of your death.
If you are married on the date of your death, your surviving spouse must be your sole,
designated, primary Beneficiary. This is a legal requirement under the Code; however, there is
an exception to this requirement. You may designate another individual as your primary
Beneficiary but only if your spouse consents, in writing, to the designation of a different primary
Beneficiary. Your spouse’s consent will not be valid unless it (i) acknowledges the effect of
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such consent (i.e., that your spouse will not receive all (or any) of the benefits which may
become payable as a result of your death), (ii) names a specific non-spouse, primary Beneficiary
which cannot be changed without your spouse’s further consent (unless your spouse’s consent
expressly permits you to designate different Beneficiaries without any requirement of further
consent), and (iii) is witnessed by a notary public.
Any consent by your spouse will be effective only with respect to that spouse. Therefore,
it is very important that you notify the Anadarko Benefits Center (1-866-472-4711, option 2 or
via the internet at www.AnadarkoAdvantage.ehr.com) of any change in your marital status.
14. What happens if my employment is terminated prior to retirement?
If your employment is terminated for a reason other than Total and Permanent Disability,
death or normal retirement, you will be entitled to receive the vested portion of your Account
balance as of the date of your termination, plus the vested portions of any amounts credited to
your Account after such date. For more information on vesting, see Question 15. Distribution
will be made as described under Question 19.
15. What is vesting and how does it work?
Vesting refers to the percentage of your Account balance that cannot be forfeited and will
be paid to you when your Account is distributable.
Your Contributions, Rollovers, and Employer Safe Harbor Matching Contribution
You are immediately 100% vested in your Pre-Tax and After-Tax Elective Contribution
Account, Roth 401(k) Contribution Account, Employer Safe Harbor Matching Contribution
Account, and Rollover Account.
If you complete an Hour of Service on or after October 12, 2006, you will be fully vested
in your Employer Pre-2007 Matching Contribution Account. If you do not complete an Hour of
Service after October 11, 2006, the vesting of your Employer Pre-2007 Matching Contribution
Account will be determined in accordance with the applicable vesting schedules that were
effective prior to October 12, 2006.
PWA Contributions
Your PWA Contribution Account vests in accordance with the following schedule:
Years of Active Service
Vesting Percentage
Less than Three Years of Active Service 0%
Three Years of Active Service 100%
You will become 100% vested in the balance credited to your PWA Contribution
Account and your Employer Profit Sharing Account if:
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(a) you retire on or after you attain age 65;
(b) you die while employed by the Employer;
(c) your employment terminates after you incur a Total and Permanent Disability
while employed by the Employer; or
(d) the Plan is fully or partially terminated, or Employer Contributions to the Plan are
permanently discontinued.
If your employment is terminated due to a Qualifying Termination, your PWA
Contribution Account will become fully vested. The term “Qualifying Termination” means an
involuntary termination of your employment with the Employer and all its Affiliates due to
elimination of your position, or at the convenience or discretion of the Employer as authorized
by the Plan Sponsor’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 Highly
Compensated Employees.
Howell Corporation Profit Sharing Contributions
Profit sharing contributions that were transferred to this Plan from the Howell
Corporation qualified retirement plan and credited to the Participant’s Transferred Profit Sharing
Contribution Account will continue to vest in accordance with the following vesting schedule:
Years of Active Service
Vesting Percentage
One Year of Active Service 20%
Two Years of Active Service 40%
Three Years of Active Service 60%
Four Years of Active Service 80%
Five Years of Active Service 100%
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Employer Profit Sharing Contributions
and Western Gas Plan Profit Sharing Contributions
All other Employer Profit Sharing Contribution Accounts, including the profit sharing
contribution accounts transferred from the Western Gas Plan, will vest in accordance with the
following vesting schedule:
Years of Active Service
Vesting Percentage
One Year of Active Service 33%
Two Years of Active Service 66%
Three Years of Active Service 100%
If the undistributed Employer Profit Sharing Account of a former employee in the
Western Gas Plan is transferred to the Plan as a result of the merger of the Western Gas Plan into
the Plan, the Participant’s vested interest in such transferred Employer Profit Sharing Account
will be equal to the Participant’s vested interest as of his date of termination of employment with
his employer under the terms of the Western Gas Plan.
If you were actively employed by Western Gas Resources, Inc. as of August 23, 2006,
and your employment was terminated thereafter as a result of a constructive termination or a not
for cause termination, you will be fully vested in all of your Accounts under the Plan. For this
purpose, “constructive termination” means your involuntary relocation by the Employer to a new
principal place of business more than 25 miles from your primary place of business as of
August 23, 2006. The term “not for cause termination” means your involuntary termination of
employment by the Employer other than for cause, as determined by the Employer. For this
purpose, “cause” means (i) your deliberate or intentional failure to perform your material
employment duties, including, without limitation, your intentional refusal to act upon a
reasonable instruction of management; (ii) your engaging in willful misconduct, gross neglect, or
fraudulent acts; or (iii) your conviction of, or a plea of nolo contendere, a guilty plea or
confession for or to an act of fraud, misappropriation or embezzlement, or for or to any felony.
All such determinations will be made on a basis that does not discriminate in favor of Highly
Compensated Employees.
Forfeitures
Subject to the foregoing accelerated vesting rules, if you terminate employment when the
portion of your Account that is subject to a vesting schedule is not fully vested, the nonvested
portion of your Account will be forfeited on the earlier of (i) the date of distribution of the vested
portion of your Account balance or (ii) the date you incur five (5) consecutive one-year periods
of severance from Service.
All vesting determinations will be made in accordance with the terms and conditions of
the Plan as summarized herein.
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16. How do I receive credit for Service under the Plan?
For purposes of determining your vested interest in your Accounts that are subject to a
vesting schedule, you will receive credit for Service beginning with your Employment
Commencement Date (defined below) and ending on your Severance from Service Date (defined
below). Non-successive periods of Service will be aggregated. If you terminate Service and
then perform an Hour of Service within twelve (12) months of your Severance from Service
Date, the period of absence will be counted as Service. If you incur five (or more) consecutive
One-Year Periods of Severance (defined below) and then become reemployed by an Employer,
Service performed after such five consecutive One-Year Periods of Severance will not be
considered in determining your vested interest in such Account balances that were credited prior
to the five consecutive One-Year Periods of Severance.
If you are reemployed by an Employer and you had a vested interest in your Account as
of your Severance from Service Date, your Service prior to your Severance from Service Date
will be considered in determining your vested percentage in amounts credited to your Accounts
after your Reemployment Commencement Date (defined below).
If you are reemployed by an Employer and you did not have a vested interest in your
Account as of your Severance from Service Date, your Service prior to your Severance from
Service Date will not be considered in determining your vested percentage in amounts credited to
your Accounts after your Reemployment Commencement Date if your period of severance
equals or exceeds the greater of (i) five years or (ii) the number of your years of Service prior to
your period of severance.
A “One-Year Period of Severance” is a 12-consecutive month period during which you
do not perform an Hour of Service for the Employer. The 12-consecutive month period will
begin on the earlier (i) the date you terminate employment, or (ii) the first anniversary of your
absence from Service (with or without pay) for any other reason, such as an approved leave of
absence. However, if you are absent from work for (i) maternity or paternity reasons (as defined
in the Plan) or (ii) a leave of absence to which you are entitled under the federal Family and
Medical Leave Act, the 12-consecutive month period beginning on the first anniversary of the
first day of such absence will not constitute a One-Year Period of Severance if the initial 12-
consecutive month period during which you are absent is counted as a Period of Service.
Your “Employment Commencement Date” is the first day on which you complete an
Hour of Service for the Employer. Your “Severance from Service Date” is the date on which
you terminate Service, except that if you are absent because of your pregnancy, the birth of your
child, or the placement of a child with you for adoption, your Severance from Service Date will
be the second anniversary of the first date of such absence. Your “Reemployment
Commencement Date” is the first day on which you complete an Hour of Service following
your Severance from Service Date.
For periods prior to the December 29, 2006, which is the date that the Western Gas Plan
was merged into the Plan, a “Year of Service” means a Plan Year during which an Employee
was credited with at least 1,000 Hours of Service under the Plan or the Western Gas Plan.
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In addition to periods of Service credited under the Plan, each Participant will receive
credit for periods of covered employment service as calculated and credited prior to
December 29, 2006 under the Plan and under the terms of the KMG Plan and the Western Gas
Plan.
For the 2007, 2008 and 2009 Plan Years, any Participant who was in covered
employment service with Western Gas Resources Corporation on August 23, 2006, and whose
termination of employment date occurs during the 2007, 2008 or the 2009 Plan Year, will
receive credit for purposes of vesting under the Plan equal to the greater of (i) the number of
Years of Service which would be credited to the Participant if such Years of Service had been
calculated under the terms of the Western Gas Plan (as in effect on August 23, 2006), or (ii) the
number of Years of Service which would be credited as calculated under the terms of the Plan.
17. What happens to Forfeitures?
All Forfeitures which occur during a Plan Year will be applied no later than the Plan Year
following the Plan Year in which the forfeiture occurs. Forfeitures will be applied first to
reinstate any Accounts required to be reinstated (see Question 18). Any remaining Forfeitures
will be applied first to pay administrative expenses of the Plan and then to reduce the amount of
any Employer Contributions.
18. If I terminate employment and then I’m rehired, will my Account balance be
reinstated?
If you terminate your employment and receive a distribution of your vested Account
balance, and then return to employment with an Employer prior to incurring five consecutive
One-Year Periods of Severance (see Question 16), any amounts forfeited from your Account will
be restored if you repay the amount that was distributed to you before you incur a five-year
Period of Severance. If you do not return to employment with an Employer prior to incurring
five consecutive One-Year Periods of Severance, your previously forfeited Account balance
cannot later be restored.
19. How is my Account to be paid upon termination of employment?
(a) General. After your Severance from Service Date you may elect to receive a
distribution of your distributable Account balance at any time. If your distributable Account
balance exceeds $5,000 (disregarding any amount that is allocated to your Rollover Account or
your Roth Rollover Account), your distributable Account balance will not be distributed without
your written consent, except as described in paragraph 19(c), below. You may elect to receive
your distributable Account balance in the form of a single lump-sum payment, or in the form of a
direct rollover as described in Question 7.
(b) Mandatory Cash-out Distribution. If you do not affirmatively elect to receive a
distribution from the Plan following your Severance from Service Date and your distributable
Account balance is $1,000 or less, your entire distributable Account balance will be distributed
without the necessity of obtaining your consent or the consent of your spouse or any other
beneficiary. You will be given the opportunity to elect to receive your distribution in the form of
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a cash lump-sum payment, or a direct rollover as described in Question 7. If you do not elect a
form of distribution, your distributable Account balance will be automatically distributed to you
in a lump-sum distribution, less the mandatory 20% withholding for income taxes.
If your distributable Account balance exceeds $1,000, but does not exceed $5,000 (not
including any amount that is allocated to your Rollover Account or your Roth Rollover
Account), your distributable Account balance will be automatically paid in the form of a direct
rollover to an individual retirement account at Fidelity Investments unless you affirmatively elect
a distribution in another form.
Fidelity Investments will evaluate Account balances on a quarterly basis and notify you
of your mandatory cash-out distribution date. If you have a Roth 401(k) Account balance, the
$1,000 and $5,000 required balance is applied separately to the Roth Account and non-Roth
Account balances.
(c) Required Distribution Commencement Date. In accordance with the Code,
unless you elect otherwise, the Trustee must make full settlement or begin payments to you not
later than the 60th day after the latest of the close of the Plan Year in which (i) you attain the
Normal Retirement Age, (ii) occurs the tenth (10th) anniversary of the year in which you
commenced participation in the Plan, or (iii) your Severance from Service Date.
If you do not make an affirmative election to receive a distribution within the time frames
described in the previous paragraph, you will be deemed to have made an election to defer
receipt of your benefits. In any event, your distributable Account balance must be paid to you
not later than your Required Beginning Date. Your Required Beginning Date is April 1st of the
calendar year following your attainment of age 70½ if you are a 5%-owner of any Employer. If
you are not a 5%-owner, your Required Beginning Date is April 1st of the calendar year
following the later of (i) your attainment of age 70½ or (ii) your Severance from Service Date.
(d) Participant’s Death Prior to Payment. If you die prior to a complete
distribution of your Account balance and your surviving spouse is your primary Beneficiary,
your surviving spouse may elect to defer distribution of your Account balance until April 1st of
the calendar year following the year in which you would have attained age 70½.
Any portion of your vested Account balance that is distributable to your designated
Beneficiary who is not your surviving spouse will be distributed on or as soon as
administratively practicable following the date elected by your designated Beneficiary (but in
any event not later than December 31st of the calendar year that contains the fifth (5th)
anniversary of your date of death). You must be unmarried or satisfy the spousal consent
requirements detailed in Question 13 to designate a primary Beneficiary other than your spouse.
However, if the Account balance which is distributable due to your death does not exceed
$5,000, the mandatory cash-out rules described in 19(b) will apply.
(e) Protected Benefit Forms. If you are receiving installment payments from the
Plan, the KMG Plan or the Western Gas Plan, which commenced to be paid as a distribution
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prior to December 29, 2006, you will continue to receive such installment payments in
accordance with your previous installment election.
20. What are my federal income tax consequences when I receive a distribution from
the Plan?
Since the Plan is a qualified plan under Section 401(a) of the Code and the trust is exempt
from tax under Section 501(a) of the Code, you pay no federal income taxes on the money that
goes into your Account, except for amounts you contribute as designated Roth 401(k)
Contributions or After-Tax Elective Contributions.
When you receive a distribution of your Account balance, you are required to pay income
taxes on the taxable portion of your distribution unless you directly transfer or roll over your
distribution to an Individual Retirement Account (“IRA”) or another eligible retirement plan.
Distributions from the Plan that are not rolled over or directly transferred to an IRA or another
eligible retirement plan are treated as ordinary income in the year in which payment is made.
Subject to certain limited exceptions, if you receive a distribution of your Account
balance before age 59½ and do not roll over your distribution within 60 days, you will generally
have to pay a 10% excise tax on the taxable portion of your distribution in addition to any
federal, state or local income taxes required to be paid. Your After-Tax Elective Contributions
are not subject to income tax upon distribution from the Plan; however, the investment earnings
allocated to your After-Tax Elective Contribution Account are taxable when distributed.
Qualified distributions from your Roth 401(k) Contributions Account are entirely
excluded from income (i.e., tax-free). For this purpose, a qualified distribution is a distribution
that is (a) made after the end of the applicable 5-tax-year period and (b) made for a qualified
purpose. As a general rule, the 5-tax-year period begins with the first tax year in which you
made a designated Roth 401(k) Contribution. If you rollover an amount from another qualified
plan, the 5-tax-year period begins with the first year you made a designated Roth 401(k)
Contribution to the other qualified plan. A qualified purpose distribution is one that is made
(a) after you attain age 59½, (b) to your beneficiary after your death, or (c) on account of your
disability as defined in Code Section 72(m)(7). If distribution from your Roth 401(k)
Contribution Account is not a qualified distribution, then the earnings allocable to your Roth
401(k) Contribution Account will be taxable.
Note: This summary is not intended to provide any tax advice. You are strongly advised
to consult with your personal tax advisor. Please see Question 25.
21. What happens if the Plan is top heavy?
Under the Code, certain provisions of the Plan are required to take effect (and to
supersede conflicting provisions of the Plan) if the Plan becomes “top heavy”. The Plan is top
heavy if, on the last day of the previous Plan Year, the sum of the Accounts of all “key
employees” (for example, certain owners, officers, shareholders or highly compensated
individuals) is greater than 60% of the sum of the Account balances of all Participants.
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In the unlikely event that the Plan should ever become “top heavy” for any Plan Year and
you are a non-key employee, your Account will generally be entitled to receive an allocation of
the Employer’s Contribution for the Plan Year in such amount as necessary to provide a
Contribution at least equal to the lesser of (a) three percent (3%) of your compensation or (b) the
largest percentage of compensation provided on behalf of any “key employee.” This “top-
heavy” allocation, which only applies in years when the Plan is “top-heavy”, may be required
even if you completed less than 1,000 Hours of Service; however, you must be employed on the
last day of the Plan Year in order to receive this allocation. Otherwise, the Plan will generally be
administered in the same way it is administered in years when the Plan is not top-heavy.
22. May I assign any of my Plan benefits and what is a “QDRO”?
As a general rule, your Account balance may not be alienated or assigned. This means
that your Account balance and payments from the Plan cannot be sold, assigned, pledged,
encumbered or otherwise transferred. Generally, your creditors may not attach, garnish or
otherwise interfere with your Account balance or with any payment from the Plan until you
receive it. However, the IRS may impose a tax lien for unpaid taxes.
There is a statutory exception to this general rule. The Plan may be required by law to
recognize obligations you incur as the result of court ordered child support or alimony payments.
In particular, the Plan is required to honor a “qualified domestic relations order” (“QDRO”). A
QDRO is a decree or order issued by a court that obligates you to pay child support or alimony,
or otherwise allocates a portion of your Account balance to your spouse, former spouse, child or
other dependent (referred to as an “Alternate Payee”).
The Code specifies what a bona fide QDRO must contain in order to be effective and
accepted under the Plan. If a QDRO lacks any required information, it will not be considered a
bona fide QDRO and the Plan will not accept it. In order to comply with the QDRO
requirements of the Code, the Plan will require that parties have any non-compliant QDRO re-
drafted and re-entered by the court if applicable. Because this correction process may delay
resolution of your family legal matter, it is strongly recommended that you, or your counsel,
obtain a copy of the Plan’s model QDRO and utilize it in preparing a QDRO for your particular
circumstances.
If the Plan receives a valid QDRO that pertains to you, all or a portion of your Account
balance may be used to satisfy the resulting obligation. The Administrative Committee will
(i) determine whether any domestic relations order received by the Plan is a valid QDRO and
(ii) notify you of its receipt of a domestic relations order that purports to apply to your Account
balance, all in accordance with its established QDRO procedures. In the event that the
Administrative Committee receives a domestic relations order, a temporary hold will be placed
on your Account and you will not be eligible to receive a distribution, loan or hardship
withdrawal until the matter is resolved.
If your Account becomes subject to a QDRO, you may request (free of charge) a copy of
the Plan’s QDRO Procedures from the Plan Administrator.
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23. Do I have to give up my IRA contribution?
Your participation in the Plan can affect your ability to make a pre-tax IRA contribution.
Generally, the tax rules provide that if you (or your spouse) actively participate in the Plan or
another qualified retirement plan, your pre-tax IRA limit is progressively reduced depending on
your adjusted gross income for federal income tax purposes. The rules are complex and you are
strongly encouraged to seek the advice of a qualified tax advisor regarding the deductibility of
contributions to an IRA. In any event, you can still make a non-deductible contribution to your
IRA.
24. May the Plan be amended or terminated?
The Board has the right to amend the Plan at any time. In addition, either (a) the Plan
Sponsor’s Chief Executive Officer (“CEO”) and the Plan Sponsor’s Chief Financial Officer
(“CFO”) acting jointly, or (b) the CFO and the Plan Sponsor’s General Counsel (“GC”) acting
jointly, each have the right (i) to adopt any amendment that is necessary or appropriate to comply
with applicable law or regulation, including without limitation, ERISA and the Code, or (ii) to
adopt any amendment that does not materially increase the cost of the Plan, or that materially
increases the cost to the Plan Sponsor merely on account of an increase in an applicable statutory
limitation. The Board, the CFO and CEO acting jointly, or the CFO and GC acting jointly, as
applicable, may delegate to any officer of the Plan Sponsor the authority to execute an
amendment to the Plan that has been approved in the manner set out above. However, no
amendment will deprive you or your Beneficiary(ies) of benefits already earned at the time of
such amendment.
The Plan was adopted for the benefit of eligible Employees and their Beneficiaries, and
with the expectation that it would be continued indefinitely. However, the Board reserves the
right to terminate the Plan, in whole or in part, at any time for any reason in its discretion. If the
Plan is terminated, affected participants will automatically be 100% vested in their Account
balance.
Under the applicable provisions of ERISA, the Plan is an “individual account plan”.
Accordingly, the provisions of Title IV of ERISA dealing with plan termination insurance do not
apply to the Plan.
25. Does this SPD provide tax advice?
No. The SPD serves to provide only the information that is required by ERISA to be
provided in this summary. The SPD does not provide any tax advice and should thus not be
relied on for tax purposes. You are strongly advised to contact your personal tax advisor.
26. Is the Plan subject to Section 404(c) of ERISA?
Yes. The Plan is intended to comply with Section 404(c) of ERISA and Section
2550.404c-1 of Title 29 of the Code of Federal Regulations. This means that participants are
responsible for the control and investment of the funds in their Accounts and that the fiduciaries
of the Plan will not be responsible for any losses that occur as a result of the participants’ control
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of their investment accounts. Participants should utilize due care and prudence in both the
selection of investment funds and the construction of a diversified portfolio. Participants are
encouraged to consult with qualified investment professionals for advice and assistance.
Question 8 has additional information on investing the funds in your Account.
27. What are the procedures for filing a claim or appealing a denied claim?
The Administrative Committee reserves the authority and discretion to interpret and
administer the Plan including, without limitation, (a) making all determinations that may impact
eligibility or a claim for benefits, including factual determinations, and (b) correcting any defect,
reconciling any inconsistency or supplying any omission.
When a benefit is due under the Plan, a claim should be submitted to the Claims
Administrator, as appointed by the Administrative Committee or Plan Administrator, on a form
provided for such purpose. Normally, you will receive an acknowledgement that the Claims
Administrator has received your claim within 60 days after it is submitted. If you do not receive
an acknowledgement that your claim has been received within 60 days, please contact the Claims
Administrator.
If the claim is denied, you will receive a written explanation stating the reasons for the
denial, relevant Plan provisions on which the decision was based, and the claim review
procedures under the Plan. This explanation or, if an extension is necessary under special
circumstances, written notification of the extension, will be furnished within 90 days. In any
event, you will receive a written explanation of the decision within 150 days after submitting
your claim.
If your claim is denied, or if no action is taken on the claim within the required time
period, you are entitled to a review of your claim. You, or your authorized representative, should
file a written request for a review with the Administrative Committee. This must be done no
later than 60 days after the claim has been denied, or within 150 days after the claim was
originally submitted if you do not receive a response to your initial claim. As a part of the
review process, you or your representative may review pertinent documents and submit written
comments supporting your claim. Your request for a review of your claim must include a
description of the issues and evidence that you deem to be relevant. Failure to raise issues or
present evidence on review will preclude those issues or evidence from being presented in any
subsequent proceeding or judicial claim.
The Administrative Committee will notify you in writing of its final decision, citing
pertinent Plan provisions on which its decision was based. This will normally be done within
60 days after receiving your request for review. However, in special cases, this period may be
extended up to an additional 60 days if written notice of the extension is provided during the
initial 60 day period.
In any case where an extension of time for a decision upon a claim is required because of
special circumstances, you will be provided with written notice of the extension which will
indicate the special circumstances and the date by which the decision is expected to be made.
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No legal action may be commenced with respect to a claim for benefits later than one (1)
year after a final decision is made on the claim for benefits pursuant to these procedures. The
claimant must exhaust the claims review procedures set forth above prior to the commencement
of any legal proceeding.
28. What are my rights under ERISA?
If you believe that your rights under the Plan have been violated, you have the right to
bring legal action against the Plan in a court of law. The agent named to receive service of legal
process is Anadarko Employee Savings Plan, c/o CT Corporation, 350 North St. Paul Street,
Suite 2900, Dallas, Texas 75201. The Plan’s Trustee and the Plan Administrator may also
receive service of legal process.
As a Participant in the Plan, you are entitled to certain rights and protections under
ERISA. ERISA provides that all Plan participants will be entitled to:
Receive Information About Your Plan and Benefits
Examine, without charge, at the Plan Administrator’s office and at other specified
locations, such as work sites and union halls, all documents governing the Plan, including
insurance contracts, 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 Benefits Security
Administration.
Obtain, upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan, including insurance contracts and 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.
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.
Obtain a statement at least annually showing your Plan account balance and the vested
portion of your account. The Plan must provide the statement free of charge.
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 employee benefit 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 retirement benefit or from
exercising your rights under ERISA.
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Enforce Your Rights
If your claim for a retirement 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 or a medical child support 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 that your claim is
frivolous.
Assistance with Your Questions
If you have any questions about the Plan, you should contact the Plan Administrator. If
you have any questions about this statement or about your rights under ERISA, or if you
need assistance in obtaining documents from the Plan Administrator, you should contact
the nearest office of the Employee Benefits Security Administration, U.S. Department of
Labor, listed in your telephone directory or the Division of Technical Assistance and
Inquiries, Employee Benefits Security Administration, U.S. Department of Labor,
200 Constitution Avenue NW, Washington DC 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.
CLOSING
Anadarko Petroleum Corporation is very pleased to continue to sponsor the Plan for the
benefit of you and your family. We hope that your participation in the Plan will enable you to
look with continued confidence to your future with us.
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THE PROSPECTUS
Note: The following provisions are part of the prospectus for Anadarko Petroleum
Corporation common stock offered under the Plan and not part of the SPD. The prospectus is
prepared and provided by Anadarko Petroleum Corporation and not by the Plan Administrator.
Anadarko Petroleum Corporation
29,000,000 Shares
Common Stock
(Par Value $0.10 per share)
OFFERED AS SET FORTH HEREIN PURSUANT TO THE ANADARKO
EMPLOYEE SAVINGS PLAN.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. BY GIVING A WRITTEN OR ORAL REQUEST FOR ADDITIONAL
PROSPECTUS MATERIAL, YOU CAN RECEIVE OTHER INFORMATION
DESCRIBING THE ISSUANCE OF ANADARKO PETROLEUM CORPORATION
COMMON STOCK THROUGH THIS PLAN FROM THE PLAN’S
ADMINISTRATOR.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPONT HE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 22, 2013.
An election to participate in the Anadarko Stock Fund may be deemed to be a purchase of
common stock of Anadarko Petroleum Corporation (“Anadarko”). Affiliates of Anadarko
(generally, executive officers and directors) are subject to certain legal restrictions regarding the
transferability of securities of Anadarko distributed to them. This Prospectus may not be used
for reoffers or resales of common stock acquired by the Plan by such affiliates of Anadarko
within the meaning of the Securities Act of 1933. Any reoffers or resales by affiliates may be
made only (i) pursuant to Rule 144 under the Securities Act of 1933, (ii) pursuant to another
exemption from the registration requirements of such Act, or (iii) by means of a separate
prospectus relating to a registration statement that has been declared effective under such Act. In
addition, persons subject to Section 16 of the Securities Exchange Act of 1934 may be subject to
additional rules and restrictions governing their transactions pursuant to the Plan.
Certain individuals (e.g., an insider or affiliate of Anadarko) are subject to restrictions
under applicable securities laws. If you have questions, please contact Anadarko’s Legal
Department.
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Where can you find more information?
Anadarko is subject to the informational requirements of the Securities Exchange Act of
1934, and in accordance therewith files reports and other information with the U.S. Securities
and Exchange Commission (“SEC”). Anadarko’s SEC filings are available to the public over
the Internet as part of the EDGAR database on the SEC’s web site at http://www.sec.gov. You
may also read and copy any document that Anadarko files at the SEC’s public reference room at
100 F Street, N.E., Washington, D.C. 20549 and at the following regional offices of the
SEC: 175 West Jackson Blvd., Suite 900, Chicago, IL 60604 and 3 World Financial Center,
Suite 400, New York, NY 10281-1022. You may obtain information on the operation of the
SEC’s public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330.
The SEC allows companies to “incorporate by reference” the information filed with
them, which means that important information can be disclosed to you by referring you to those
documents. The information incorporated by reference is an important part of this Summary,
and information that Anadarko files later with the SEC will automatically update and supersede
this information. The documents listed below are hereby incorporated by reference:
Anadarko’s Annual Reports on Form 10-K for the fiscal years ended
December 31, 2011 and December 31, 2012;
The Plan’s Annual Reports on Form 11-K for the years ended December 31, 2010
and December 31, 2011;
The description of Anadarko’s common stock contained in the registration
statement on Form 8-A filed with the SEC on September 4, 1986 (File No. 1-
8968), including any future amendment or report for the purpose of updating such
description; and
The description of Anadarko’s common stock contained in the registration
statement on Form S-8 filed with the SEC on August 14, 2009 (File No. 1-8968),
to register an additional 25,000,000 shares of common stock, including any future
amendment or report for the purpose of updating such description.
All documents subsequently filed by Anadarko pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (excluding information furnished pursuant to Item
2.02 or 7.01 of any such current Report on Form 8-K that is deemed not filed under the
Exchange Act), prior to the filing of a post-effective amendment which indicates that all
securities offered under the Plan have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
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You may request a copy of these filings at no cost by writing or telephoning:
Anadarko Petroleum Corporation
Attention: Corporate Secretary
1201 Lake Robbins Drive
The Woodlands, Texas 77380
(832) 636-1000
To obtain additional information about the Plan and the Plan Administrator, you should
write or call the Plan Administrator at:
Anadarko Petroleum Corporation
c/o Anadarko Employee Savings Plan Administrator
Attn: Benefits Department, Human Resources
1201 Lake Robbins Dr.
The Woodlands, TX 77380-1160
(832) 636-1000
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.