Yes. Attendance is limited to stockholders of record as of the record date for the Annual Meeting.Meeting, Company employees, and certain guests invited by the Company. Admission will be on a first-come, first-served basis. You may

We are providing certain stockholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice. If you would like to reduce the costs incurred by Anadarko in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card to vote using the Internet. When

No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card, or by submitting a ballot in person at the Annual Meeting.

Your Notice or proxy card will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy materials are also available athttp: https://bnymellon.mobular.net/bnymellon/apc.

No.

Yes. You may revoke your proxy at any time before the voting polls are closed at the Annual Meeting, by the following methods:

If you are a street name stockholder (for example, if your shares are held in the name of a bank, broker, or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Your stock is counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of our common stock entitled to vote must be present in person or by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

The New York Stock Exchange (NYSE) permits brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers’ stock held in

The ratification of the independent auditor is the only routine matter on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.

The election of directors, anthe advisory vote on our NEO compensation, an advisory vote on the frequency of future advisory votes onto approve our NEO compensation and the stockholder proposals, if presented, are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. Due to recent rule changes by the NYSE, your broker will no longer be allowed to vote your shares on any of these non-routine matters without your specific instructions.

(i)Election of Directors.The election of each director requires the affirmative vote of a majority of the votes cast for such director. Under our By-Laws, a majority of votes are cast for the election of a director if the number of votes cast “for” the director exceeds the number of votes cast “against” the director. For this purpose, abstentions and broker non-votes are not counted as a vote cast either “for” or “against” the director.

(ii)Independent Auditor.The ratification of the independent auditor requires the affirmative vote of a majority of the stock entitled to vote and present in person or by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as votes cast “against” the proposal.

(iv)Stockholder Proposals.The approval of the stockholder proposals, if presented, requires the affirmative vote of a majority of the stock entitled to vote and present in person or by proxy at the Annual Meeting. For this purpose, abstentions will have the same effect as votes cast “against” the proposals. Broker non-votes are not counted as a vote cast either “for” or “against” the proposals.

We are not aware of any matters that will be considered at the Annual Meeting other than those set forth in this proxy statement. However, if any other matters arise at the Annual Meeting, the persons named in your proxy will vote in accordance with their best judgment.

We will announce the preliminary voting results at the Annual Meeting and disclose the final voting results in a current report onForm 8-K filed with the SECU.S. Securities and Exchange Commission (SEC) within four business days of the date of the Annual Meeting unless only preliminary voting results are available at that time. To the extent necessary, we will file an amended report onForm 8-K to disclose the final voting results within four business days after the final voting results are known. Additionally, we will file an amended report onForm 8-K no later than 150 calendar days after the Annual Meeting, but in no event later than October 4, 2011, disclosing the frequency of future advisory votes on our NEO compensation adopted by the Board. You may access or obtain a copy of these and other reports free of charge on the Company’s web sitewebsite athttp://www.anadarko.com, or by contacting our investor relations department at investor@anadarko.com. Also, thisthe referenced Form 8-K, any amendments thereto and other

A complete list of stockholders of record entitled to vote at the Annual Meeting will be available for viewing during ordinary business hours for a period of ten days before the Annual Meeting at our offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046.

77380-1046.

We do. In addition to sending you these materials or otherwise providing you access to these materials, some of our directors and officers as well as management and non-management employees may contact you

Broadridge Financial Solutions, Inc., an independent third party, will tabulate and certify the vote, and will have a representative to act as the independent inspector of elections for the Annual Meeting.

If you are an eligible stockholder and want to submit a proposal for possible inclusion in the proxy statement relating to the 20122015 Annual Meeting, your proposal must be delivered to the attention of our Corporate Secretary and must be received at our principal office, 1201 Lake Robbins Drive, The Woodlands, Texas77380-1046, offices no later than December 3, 2011.November 28, 2014. We will only consider proposals that meet the requirements of the applicable rules of the SEC and our By-Laws. Similarly, if

If I want to nominate a director for the 2015 Annual Meeting, when is that nomination due?

If you wishare an eligible stockholder and want to nominate an individual for election to our Board, our By-Laws provide that you must provide your nomination in writing to our Corporate Secretary (at the same address noted above) no later than the close of business on February 17, 201212, 2015, and no earlier than the close of business on January 18, 2012.

Stockholders may request a free copy of our Annual Report onForm 10-K by submitting such request to Investor Relations, Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,P.O. Box 1330, Houston, Texas77380-1046 77251-1330. Stockholders may also submit such request via e-mail at investor@anadarko.com or viaby calling

In some cases, only one copy of this proxy statement, annual report or Notice is being delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We will deliver promptly, upon a written or oral request, a separate copy of this proxy statement, annual report or Notice to a stockholder at a shared address to which a single copy of the document was delivered. Stockholders sharing an address may also submit requests for delivery of a single copy of the proxy statement, annual report or Notice, but in such event will still receive separate proxies for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to the Corporate Secretary, Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands, Texas77380-1046 or a stockholder may make a request by calling the Corporate Secretary at(832) 636-1000, or by contacting our transfer agent, BNY Mellon Shareowner Services, at BNY Mellon Shareowner Services,Computershare, P.O. Box 358016, Pittsburgh, PA15252-8016.

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board’s role in the identification, assessment, oversight and management of potential risks that could affect the Company’s ability to achieve its strategic, operational and financial objectives consists of (i) reviewing and discussing the Company’s risk framework and risk management policies, (ii) facilitating appropriate coordination among the Board’s committees with respect to oversight of risk management by delegating oversight of the Company’s enterprise risk management program to the Governance and Risk Committee, the risk assessment framework and risk management policies, including the framework with respect to significant financial and compensation risksrisk exposures, to the Audit Committee, and compensation risk to the Compensation Committee, respectively, and (iii) periodically meeting with members of management, including members of the Company’s internal standing Risk Council, to identify, review and assess the Company’s major risk exposures and steps taken to monitor, mitigate report and respond toreport such exposures.

Board Committees. The AuditGovernance and Risk Committee is responsible for oversight of the Company’s significant financial risk exposures and periodically reviews and discusses with members of management those financial risk exposures and the steps being taken to identify, monitor and mitigate such exposures. With the assistance of the Compensation Committee’s independent executive compensation consultant, the Compensation Committee is responsible for the oversight of the annual internal risk assessment of the Company’s compensation programs.

In accordance with NYSE rules, the Sarbanes-Oxley Act of 2002, the Securities Exchange Act, of 1934, as amended (Exchange Act), and the rules and regulations adopted thereunder, and the Company’s Corporate Governance Guidelines, the Board must affirmatively determine the independence of each director and director nominee in accordance with the Company’s director independence standards, which are contained in the Company’s Corporate Governance Guidelines found on the Company’s web sitewebsite athttp://www.anadarko.com/About/Pages/Governance.aspx.

Based on the standards contained in our Corporate Governance Guidelines, and the recommendation by the NominatingGovernance and Corporate GovernanceRisk Committee, the Board has determined that each of the following non-employee director nominees areis independent and havehas no material relationship with the Company that could impair such nominee’s independence:

The Company’s Corporate Governance Guidelines require that with respect to Board vacancies, the NominatingGovernance and Corporate GovernanceRisk Committee (or a subcommittee thereof) (a): (i) identify the personal characteristics needed in a director nominee so that the Board as a whole will possess such qualifications as more fully identified below; (b)(ii) compile, through such means as the NominatingGovernance and Corporate GovernanceRisk Committee considers appropriate, a list of potential director nominees thought to possess the individual qualifications identified in the Corporate Governance Guidelines, as well as any additional specific qualifications the Board deems appropriate at the time; (c)(iii) engage an outside consultant, as necessary, to assist in the

18

Corporate Governance

As stated in our Corporate Governance Guidelines, one of the core competencies our Board has identified in assessing the qualifications of the Board as a whole is a diversity of experience, professional expertise, perspective and age. The Board recognizes that such diversity is an important factor in board composition and the NominatingGovernance and Corporate GovernanceRisk Committee ensures that such diversity considerations are discussed in connection with each candidate for director. For the past several years, our Board has reviewed on at least an annual basis a director skillset chart set forth below that identifies characteristics that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possesspossess. The factors the Board considers include the following:

•		other Board service (both prior and current)		•		exploration and production operations expertise
•		current or former experience as CEO of a		•		oil and gas service company expertise
		public company

	•		international business experience
•		public company executive service (both

	•		government relations experience
		prior and current)

	•		marketing/commodity risk management experience
•		financial expertise

	•		manufacturing/operations experience
•		banking/finance expertise

•

civic/charitable experience

 

The NominatingGovernance and Corporate GovernanceRisk Committee considers these and other factors and the extent to which such skillsets can be represented when evaluating potential candidates for the Board. Together, this diversity of skillsets, experiences and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process. Based upon the joint recommendation of an incumbent non-employee director and the Chairman of the Board, the Nominating and Corporate Governance Committee considered one or more of the foregoing factors in its (and the Board’s) consideration and nomination of General Chilton for election at the Annual Meeting.

Annual Evaluations

The Board and each of the independent committees have conducted self-evaluations related to their performance in 2010.2013. The performance evaluations were supervised by the NominatingGovernance and Corporate GovernanceRisk Committee and the results were discussed by the applicable committee and the Board. The Board and each committee have implemented any necessary changes as a result of these evaluations.

Communication with the Directors of the Company

The Board welcomes questions or comments about the Company and its operations. Interested parties may contactwho wish to communicate with the Board, including the Lead Director, the non-employee or independent directors, or any individual director, may contact the Chairperson of the Governance and Risk Committee at nominating_governance@apcdirector.comgovernanceriskchair@anadarko.com or at Anadarko Petroleum Corporation, Attn: Corporate Secretary, 1201 Lake Robbins Drive, The Woodlands, Texas,77380-1046. Any If requested, any questions or comments will be kept confidential to the extent reasonably possible,possible. Depending on the subject matter, the Chairperson of the Governance and Risk Committee, with the assistance of the Corporate Secretary, will:

forward the communication to the director or directors to whom it is addressed;

refer the inquiry to the General Counsel for referral to the appropriate corporate department if requested. it is a matter that does not appear to require direct attention by the Board or an individual director; or

not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

			19

---

Corporate Governance

These procedures may change from time to time, and you are encouraged to visit our web sitewebsite for the most current means of contacting our directors. If you wish to request copies of any of our governance documents, please see page 13 of this proxy statement for instructions on how to obtain them.

Stockholder Participation in the Selection of Director Nominees

The Nominating

During the past year, no stockholder submitted names to the Governance and Corporate GovernanceRisk Committee did not receive any names of individuals suggested for nomination to the Company’s Board by stockholders duringpursuant to the past year. However,procedures discussed below. For nomination at the 2015 Annual Meeting, the Board will consider individuals identified by stockholders on the same basis as nominees identified from other sources. To nominate a director for the 2015 Annual Meeting, a stockholder must follow the procedures described in the Company’s By-

18

Laws,By-Laws, which require that the stockholder give written notice to the Company’s Corporate Secretary at the Company’s principal executive offices. The notice to the Corporate Secretary must include the following:

the name and address of the stockholder and beneficial owner, if any, as they appear on the Company’s books;

the class or series and number of shares of the Company which are, directly or indirectly owned (including through a partnership) beneficially and of record by the stockholder and such beneficial owner and any derivative instrument directly or indirectly owned beneficially by such stockholder;

any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Company;

any economic interest in any security of the Company, including any short interest, and any rights to dividends on the shares of the Company owned beneficially by such stockholder that are separated or separable from the underlying shares of the Company;

any performance-related fees (other than an asset-based fee) that such stockholder (including such stockholder’s immediate family) is entitled to based on any increase or decrease in the value of shares of the Company or derivative instruments, if any, as of the date of such notice;

a representation as to whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee and/or otherwise to solicit proxies from stockholders in support of such nomination;

all information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates and each proposed nominee, and his or her respective affiliates and associates;

20	•	the name and address of the stockholder and beneficial owner, if any, as they appear on the Company’s books;
	•	the class or series and number of shares of the Company which are, directly or indirectly owned (including through a partnership) beneficially and of record by the stockholder and such beneficial owner and any derivative instrument directly or indirectly owned beneficially by such stockholder;
	•	any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Company;
	•	any economic interest in any security of the Company, including any short interest, and any rights to dividends on the shares of the Company owned beneficially by such stockholder that are separated or separable from the underlying shares of the Company;
	•	any performance-related fees (other than an asset-based fee) that such stockholder (including such stockholder’s immediate family) is entitled to based on any increase or decrease in the value of shares of the Company or derivative instruments, if any, as of the date of such notice;
	•	a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statementand/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nomineeand/or otherwise to solicit proxies from stockholders in support of such nomination;
	•	all information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);
	•	a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates and each proposed nominee, and his or her respective affiliates and associates;
	•	with respect to each nominee for election or reelection to the Board a completed and signed questionnaire, representation and agreement that the nominee is not and will not become a party to the following:

---

Corporate Governance

with respect to each nominee for election or reelection to the Board, a completed and signed questionnaire, representation and agreement that the nominee is not and will not become a party to the following:

	–		any agreement, arrangement or understanding as to how such person, if elected as a director of the Company, will act or vote on any issue or question that has not been disclosed to the Company;

	–		any voting commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law; and

–

any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed.

	•	In addition, the nominee must be in compliance, if elected as a director of the Company,disclosed; and agree to continue to comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company; and
	•	Any such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

19

any such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

In addition, the nominee must be in compliance, if elected as a director of the Company, and agree to continue to comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company.

---

Generally, nominations must be received no earlier than the close of business on the 120th day prior to, and no later than the close of business on the 90th day prior to, the first anniversary of our last annual meeting of stockholders, or, if the nomination is with respect to a special meeting of stockholders, not earlier than the close of business on the 120th day prior to, and no later than the close of business on the 90th day prior to, such special meeting. For more information on stockholder participation in the selection of director nominees, please refer to that section in our Corporate Governance Guidelines and our By-Laws, which are posted on the Company’s web sitewebsite athttp://www.anadarko.com/About/Pages/Governance.aspx.

Directors’ Continuing Education

The Company’s Director Education Policy encourages all members of the Board to attend director education programs appropriate to their individual backgrounds to stay abreast of developments in corporate governance and “best practices”best practices relevant to their contribution to the Board as well as their responsibilities in their specific committee assignments. The Director Education Policy provides that the Company will reimburse directors for all costs associated with attending any director education program.

Compensation and Benefits Committee Interlocks and Insider Participation

The Compensation Committee is made up of three independent directors, Messrs. Fluor, Geren and Gordon.directors. None of our executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee.

			21

---

Corporate Governance

Director Compensation

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on the Board. Mr. HackettWalker does not receive any compensation for his service as a director. In setting non-employee director compensation, the Board considers the significant amount of time that non-employee directors spend in fulfilling their duties to the Company and its stockholders as well as the skill level required by the Company’s Board members. The Compensation Committee is responsible for determining the type and amount of compensation for non-employee directors. TheTo assist in the 2013 annual review of director compensation, the Compensation Committee directly retained Hewitt Associates LLCFWC as its outside independent compensation consultant to assist in the 2010 annual review of director compensation by providingprovide benchmark compensation data and recommendations for compensation program design.

Retainer and Meeting Fees. The following is a schedule of current annual retainers and meeting fees for non-employee directors in effect during 20102013 and payable on a quarterly basis:

Type of Fee		Amount
Annual Board Retainer		$	50,000
Additional Annual Retainer to Chairperson of Audit Committee		$	25,000
Additional Annual Retainer to Chairperson of Compensation Committee and of Nominating and Corporate Governance Committee		$	15,000
Additional Annual Retainer for Board Member Serving as Lead Director		$	25,000
Additional Annual Retainer to Audit Committee Members		$	6,000
Additional Annual Retainer for Other Committee Members		$	3,000
Fee for each Board Meeting Attended (plus expenses related to attendance)		$	2,000
Fee for each Board Committee Meeting Attended (plus expenses related to attendance)		$	2,000

Stock Plan for Non-employee Directors.  Stock-based awards made to non-employee directors are made pursuant to the Anadarko Petroleum Corporation 2008 Director Compensation Plan (Director Compensation Plan). In addition to the retainer and meeting fee compensation, non-employee directors receive annual equity grants. Equity grants to non-employee directors are automatically awarded each year on the date of the Company’s Annual Meeting. For 2010, each non-employee director received an annual equity grant with a value targeted at approximately $225,000, with 100% of the value delivered in deferred shares. Directors may

20

---

Type of Fee		Amount($)
Annual Board Retainer				70,000
Additional Annual Retainer to Chairperson of Audit Committee and of Compensation Committee				25,000
Additional Annual Retainer to Chairperson of Governance and Risk Committee				15,000
Additional Annual Retainer to Lead Director(1)				35,000
Additional Annual Retainer to Audit Committee and Compensation Committee Members				6,000
Additional Annual Retainer for Governance and Risk Committee Members				3,000
Fee for each Board Meeting Attended (plus expenses related to attendance)				2,000
Fee for each Board Committee Meeting Attended (plus expenses related to attendance)				2,000
Additional Fee for Non-Employee Director Residing Outside North America to Attend Each In-Person Board Meeting in the U.S.				4,000

(1)	Effective July 1, 2013, the Annual Retainer for the Lead Director was increased from $25,000 to $35,000 to reflect the enhanced duties of the Lead Director role discussed on page 14.

elect to receive these shares on a specific date, but not earlier than one year from the date of grant, or when they leave the Board.

Non-employee directors may elect to receive their retainer and meeting fees in cash, common stock, or deferred cash under the Anadarko Deferred Compensation Plan described below, or any combination of the foregoing. Receipt of compensation in the form of common stock provides non-employee directors the opportunity to increase their personal ownership in the Company and comply with the established director stock ownership guidelines that require directors to hold stock equivalent to seven times the annual Board retainer. Directors have three years from the date of their initial election to the Board to comply with the guidelines. All non-employee directors currently exceed the Company’s stock ownership guidelines. This election option also provides the directors a method to invest in the Company as a stockholder and aligns their interests with the interests of the Company’s stockholders.thereof. The amount of stock issued to non-employee directors for payment in lieu of their cash fees is determined at the end of the quarter for which compensation is earned, and is calculated by dividing the closing stock price of the Company’s common stock on the date of grant into the applicable fee for that period.

This election option provides non-employee directors a method to invest in the Company as a stockholder and further align their interests with the interests of the Company’s stockholders.

Deferred Compensation Plan for Non-employee Directors. Non-employee directors are eligible to participate in the Company’s Deferred Compensation Plan. The Deferred Compensation Plan allows non-employee directors to defer receipt of up to 100% of their retainers and meeting fees, and to allocate the deferred amounts among a group of notional accounts that mirror the gainsand/or losses of various investment funds, including common stock of the Company. The interest rate earned on the deferred amounts is not above-market or preferential. In general, deferred amounts are distributed to the participant upon leaving the Board or at a specific date as elected by the participant. Mr.Messrs. Fluor and Geren and Ms. Reynolds are the only directors who elected to defer compensation during 2010.

2013.

22

---

Corporate Governance

Stock Plan for Non-employee Directors. Stock-based awards made to non-employee directors are made pursuant to the Anadarko Petroleum Corporation 2008 Director Compensation Plan. In addition to the retainer and meeting fee compensation, non-employee directors receive annual equity grants. Equity grants to non-employee directors are automatically awarded each year on the date of the Company’s annual meeting of stockholders. For 2013, each non-employee director received an annual equity grant with a value targeted at approximately $250,000. For U.S. and Canadian-resident non-employee directors, 100% of the value was delivered in deferred shares. Non-employee directors may elect to receive these shares on a specific date, but not earlier than one year from the date of grant, or when they leave the Board. For non-employee directors residing in the United Kingdom, 100% of the value was delivered in restricted shares, which vest on the fifth anniversary of the date of grant.

Stock Ownership Guidelines for Non-employee Directors. Non-employee directors are required to hold stock with a value equivalent to seven times the annual Board retainer and have three years from the date of their initial election to the Board to comply with the guidelines. All non-employee directors, other than Mr. Chase, who joined the Board in 2014, currently exceed the Company’s stock ownership guidelines.

Other Compensation. Non-employee directors are covered under the Company’s Accidental Death & Dismemberment Plan and the Company pays the annual premium for such coverage on behalf of each non-employee director. The Company also provides each non-employee director with Personal Excess Liability coverage and pays the annual premium on their behalf. The Company maintains an Aid to Education Program under which certain gifts by employees, officers, non-employee directors and retired employees to qualified institutions of learning are matched on atwo-to-one basis. The maximum contribution matched per donor, per calendar year is $2,500, resulting in a maximum Company yearly match of $5,000.

21

---

			23

---

Corporate Governance

Director Compensation Table for 2010DIRECTOR COMPENSATION TABLE FOR 2013

The following table sets forth information concerning total non-employee director compensation earned during the 20102013 fiscal year by each non-employeeincumbent director who served on the Board in 2013, other than Mr. Walker, who does not receive any compensation for his service as a director:

																		Change in
																		Pension Value
																		and Non-qualified
														Non-Equity				Deferred
		Fees Earned or				Stock				Option				Incentive Plan				Compensation				All Other
		Paid in Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Name		($)				($)(1)				($)(2)				($)				($)				($)(3)				($)
Robert J. Allison, Jr.(4)			72,000				225,021				0				0				0				4,055				301,076
John R. Butler, Jr.(5)			105,000				225,021				0				0				0				4,055				334,076
Luke R. Corbett			62,000				225,021				0				0				0				4,055				291,076
H. Paulett Eberhart			138,000				225,021				0				0				0				4,055				367,076
Peter J. Fluor(6)			119,000				225,021				0				0				0				4,055				348,076
Preston M. Geren III			117,000				225,021				0				0				0				4,055				346,076
John R. Gordon			129,000				225,021				0				0				0				4,055				358,076
Paula Rosput Reynolds(7)			107,000				225,021				0				0				0				4,055				336,076

Name		Fees Earned or Paid in Cash($)					Stock Awards ($)(1)					Option Awards ($)(2)					Non-Equity Incentive Plan Compensation ($)					Change in Pension Value and Non- qualified Deferred Compensation Earnings($)					All Other Compensation ($)(3)					Total($)
Kevin P. Chilton				116,558					250,065					0					0					0					4,381					371,004
Luke R. Corbett(4)				97,000					250,065					0					0					0					4,381					351,446
H. Paulett Eberhart				139,640					250,065					0					0					0					4,381					394,086
Peter J. Fluor(5)				141,558					250,065					0					0					0					4,381					396,004
Richard L. George(6)				116,558					250,065					0					0					0					4,381					371,004
Preston M. Geren III(4)(5)				128,903					250,065					0					0					0					4,381					383,349
Charles W. Goodyear				126,558					250,065					0					0					0					4,381					381,004
John R. Gordon				146,558					250,065					0					0					0					4,381					401,004
Eric D. Mullins				122,245					250,065					0					0					0					4,381					376,691
Paula R. Reynolds(4)(5)				116,558					250,065					0					0					0					4,381					371,004

(1)		TheFor all non-employee directors, except for Mr. Goodyear, the amounts included in this column represent the aggregate grant date fair value of 2,817 deferred shares granted to each non-employee director on May 14, 2013, computed in accordance with FASB ASC Topic 718. For Mr. Goodyear, the awards made to non-employee directors in 2010amount includes 2,817 restricted shares granted on May 14, 2013, computed in accordance with FASB ASC Topic 718. The value ultimately realized by theeach director may or may not be equal to this determined value. For a discussion of valuation assumptions, seeNote 13 —15 – Share-Based Compensationof the Notes to Consolidated Financial Statements included in our annual report under Item 8 of thein our Annual Report on Form 10-K for the year ended December 31, 2010.2013. As of December 31, 2010,2013, each of the non-employee directors had aggregate outstanding deferred shares as follows: Mr. AllisonGen. Chilton — 16,777 shares; Mr. Butler — 22,695 shares;10,030; Mr. Corbett — 11,677 shares;21,707; Ms. Eberhart — 15,677 shares;25,707; Mr. Fluor — 13,348 shares;23,378; Mr. George — 6,584; Mr. Geren — 5,127 shares;15,157; Mr. Goodyear — 729; Mr. Gordon — 28,453 shares;38,483; Mr. Mullins — 2,817; and Ms. Reynolds — 11,399 shares.21,429. Mr. Goodyear also had 6,584 restricted shares outstanding as of December 31, 2013.

(2)		The non-employee directors did not receive any stock option awards in 2010;2013; however, as of December 31, 2010,2013, each of the non-employee directors had aggregate outstanding vested and exercisable stock options as follows: Mr. AllisonGen. Chilton — 32,100 options; Mr. Butler — 42,100 options;0; Mr. Corbett — 27,100 options;27,100; Ms. Eberhart — 24,600 options;0; Mr. Fluor — 5,650 options;5,650; Mr. George — 0; Mr. Geren — 13,900 options;8,900; Mr. Goodyear — 0; Mr. Gordon — 62,100 options;32,100; Mr. Mullins — 0; and Ms. Reynolds — 5,650 options.5,650. There were no unvested options as of December 31, 2013.

(3)		The amounts in this column include annual premiums paid by the Company for each director’s benefit in the amount of $155$124 and $1,400, respectively,$1,757 for Accidental Death & Dismemberment coverage and Personal Excess Liability coverage, andrespectively. The amounts also include a $2,500 charitable donation made on their behalf to a charity of their choice.

(4)		Certain ongoing benefits provided to Mr. Allison, which are not part of his compensation for serviceCorbett retired from the Company’s Board effective February 11, 2014. Mr. Geren and Ms. Reynolds will retire from the Board effective as a director of the Company, are discussed on page 69.close of the Annual Meeting.

(5)		Mr. Butler elected to receive half of his retainerMessrs. Fluor and meeting fees in cash and half in common stock.
(6)		Mr. FluorGeren each deferred all of histheir retainer and meeting fees into the Company’s Deferred Compensation Plan.
(7)		Ms. Reynolds deferred halfforty percent of her retainer and meeting fees into the Company’s Deferred Compensation Plan.

22

(6)	Mr. George elected to receive all of his fees in common stock.

---

The following table contains the grant date fair value of deferred stock awards made to each non-employee director during 2010:

Grant Date Fair

Value of Stock

Grant

Deferred

Awards

Directors

Date

Stock (#)

($)(1)

All Non-Employee Directors

May 18

3,877

225,021

(1) 24		The amounts included in the “Grant Date Fair Value of Stock Awards” column represent the grant date fair value of the awards made to non-employee directors in 2010 computed in accordance with FASB ASC Topic 718. The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of valuation assumptions, seeNote 13 — Share-Based Compensationof the Notes to Consolidated Financial Statements included in our annual report under Item 8 of theForm 10-K for the year ended December 31, 2010.

23

---

Security Ownership of Certain

---

Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information provided below summarizes the beneficial ownership of our NEOs, each of our directors and director nominees, all of our directors, director nominees and executive officers as a group, and owners of more than five percent of our outstanding common stock. “Beneficial ownership” generally includes those shares of common stock held by someone who has investmentand/or voting authority of such shares or has the right to acquire such common stock within 60 days. The ownership includes common stock that is held directly and also stock held indirectly through a relationship, a position as a trustee, or under a contract or understanding.

Directors, Director Nominees and Executive Officers

DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth the number and percentage of Anadarko common stock beneficially owned by our NEOs, each of our directors and director nominees, and all of our executive officers, directors and director nominees as a group as of March 5, 2011:

		Amount and Nature of Beneficial Ownership
		Number of Shares				Stock
		of Common Stock				Acquirable				Total
		Beneficially				Within				Beneficial				Percent
Name of Beneficial Owner		Owned(1)(2)				60 Days				Ownership				of Class
James T. Hackett			319,111				506,600				825,711				*
Robert G. Gwin			12,327				243,367				255,694				*
R. A. Walker			87,025				368,568				455,593				*
Charles A. Meloy			56,662				136,634				193,296				*
Robert P. Daniels(3)			36,159				66,595				102,754				*
Robert J. Allison, Jr.			286,025				32,100				318,125				*
John R. Butler, Jr.			82,002				37,100				119,102				*
Kevin P. Chilton			0				0				0				*
Luke R. Corbett			11,677				27,100				38,777				*
H. Paulett Eberhart			15,677				24,600				40,277				*
Peter J. Fluor			14,348				5,650				19,998				*
Preston M. Geren III			9,987				13,900				23,887				*
John R. Gordon			184,513				62,100				246,613				*
Paula Rosput Reynolds			14,999				5,650				20,649				*
All directors, director nominees and executive officers as a group (16 persons)			1,236,679				1,808,440				3,045,119				*

3, 2014:

		Amount and Nature of Beneficial Ownership
Name of Beneficial Owner		Number of Shares of Common Stock Beneficially Owned(1)(2)					Stock Acquirable Within 60 Days					Total Beneficial Ownership(3)(4)					Percent of Class
R. A. Walker(5)				194,639					535,078					729,717					*
Robert G. Gwin				61,257					345,202					406,459					*
Charles A. Meloy				107,802					198,594					306,396					*
Robert P. Daniels(6)				86,976					215,824					302,800					*
Robert K. Reeves(7)				156,456					288,378					444,834					*
Anthony R. Chase				765					0					765					*
Kevin P. Chilton				10,030					0					10,030					*
H. Paulett Eberhart				25,707					0					25,707					*
Peter J. Fluor				32,089					5,650					37,739					*
Richard L. George				17,339					0					17,339					*
Preston M. Geren III				25,158					8,900					34,058					*
Charles W. Goodyear				17,313					0					17,313					*
John R. Gordon				164,543					32,100					196,643					*
Eric D. Mullins				6,584					0					6,584					*
Paula R. Reynolds				30,333					5,650					35,983					*
All directors, director nominees and executive officers as a group (17 persons)				1,001,196					1,750,581					2,751,777					*

*		Less than one percent.

(1)

DoesThis column does not include shares of common stock that the directors or executive officers of the Company have the right to acquire within 60 days of March 5, 2011.3, 2014. This column does include shares of common stock held in the Company’s Benefits Trust as a result of the director compensation and deferral elections made in accordance with our benefit plans described elsewhere in this proxy statement. Those shares are subject to shared voting power with the trustee under that Trust and receive dividend equivalents on such shares, but the individuals do not have the power to dispose of, or direct the disposition of, such shares until such shares are distributed to them. In addition, some shares of common stock reflected in this column for certain individuals are subject to restrictions.

			25

---

Security Ownership of Certain

Beneficial Owners and Management

(2)

DoesThis column does not include the following number of restricted stock units, which do not have voting rights but do receive dividend equivalents and are payable (after taxes are withheld) in the form of Company common stock: Mr. Walker, 86,706; Mr. Gwin, 30,308; Mr. Meloy, 31,068; Mr. Daniels, 31,068 and Mr. Reeves, 27,695.

24

---

		stock: Mr. Hackett, 170,104; Mr. Gwin, 51,458; Mr. Walker, 67,914; Mr. Meloy, 63,863; and Mr. Daniels, 80,484. The terms associated with these awards are described in more detail on page 39.
(3)	In addition to the Anadarko common stock reported in the table, as of December 1, 2013, the directors and executive officers beneficially owned common units of Western Gas Partners, LP (WES) as follows: Mr. Walker, 6,900; Mr. Gwin, 10,000; Mr. Meloy, 3,000; Mr. Daniels, 5,150; Mr. Reeves, 9,000; Ms. Eberhart, 1,000; and Ms. Reynolds, 19,758. The Company owns a majority interest in WES indirectly through its wholly-owned subsidiaries. As of December 31, 2013, there were 117,322,812 common units of WES outstanding.

(4)

In addition to the Anadarko common stock reported in the table, as of December 2010,1, 2013, the directors and executive officers beneficially owned common units of Western Gas Equity Partners, LP (WGP) as follows: Mr. Walker, 6,000; Mr. Gwin, 200,000; Mr. Meloy, 5,000; Mr. Daniels, transferred 46,46320,000; Mr. Reeves, 9,000; Mr. Chilton, 900; Mr. Fluor, 144,801; Mr. George, 5,000; Mr. Geren, 2,000; Mr. Gordon, 10,000; and Ms. Reynolds, 9,000. As of December 31, 2013, there were 218,895,515 common units of WGP outstanding.

(5)	Includes 108,000 share of common stock held by a limited liability company (LLC) of which Mr. Walker exercises investment control. The membership interests in the LLC are held by Mr. Walker, his wife and family trusts of which he is the trustee.

(6)	Includes 63,766 shares of Company common stock employee stock options to purchase 94,470held by a family limited partnership (FLP) of which Mr. Daniels exercises investment control. The limited partner interests in the FLP are held by Mr. Daniels and family trusts.

(7)

Includes 95,000 shares of Company common stock held by a FLP. Two LLCs serve as the general partners of the FLP. Mr. Reeves serves as the sole manager of one of the LLCs and 4,681 employee restricted stock unitshis wife serves as the sole manager of Company common stock to his ex-wife pursuant to a divorce decree. Consequently,the other. The limited partner interests in the FLP are held by family trusts of which Mr. Daniels does not report sharesReeves is the trustee. Mr. Reeves disclaims beneficial ownership of Company common stock or stock options that have been assigned to his ex-wife and in which he has no beneficial interest.these shares.

Certain Beneficial Owners

CERTAIN BENEFICIAL OWNERS

The following table shows the beneficial owners of more than five percent of the Company’s common stock as of December 31, 20102013, based on information available as of February 14, 2011:

				Amount and Nature
				of Beneficial				Percent of
Title of Class		Name and Address of Beneficial Owner		Ownership				Class
Common Stock		BlackRock Inc. 40 East 52nd Street New York, NY 10022			35,797,946	(1)			7.22	%
Common Stock		Wellington Management Company, LLP 280 Congress Street Boston, MA 02210			27,552,569	(2)			5.56	%
Common Stock		FMR LLC 82 Devonshire Street Boston, MA 02109			27,253,435	(3)			5.49	%

2014:

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Common Stock

BlackRock Inc. 40 East 52nd Street New York, NY 10022

40,059,983(1)

8.00%

Common Stock

The Vanguard Group 100 Vanguard Blvd. Malvem, PA 19355

25,647,988(2)

5.09%

(1)		Based upon its Schedule 13G/A filed February 2, 2011,10, 2014, with the SEC with respect to Company securities held as of December 31, 2010,2013, BlackRock Inc. has sole voting power as to 35,797,94634,708,174 shares of common stock and sole dispositive power as to 35,797,94640,059,983 shares of common stock.

(2)

Based upon its Schedule 13G filed February 14, 2011,11, 2014, with the SEC with respect to Company securities held as of December 31, 2010, Wellington Management Company, LLP2013, The Vanguard Group has sharedsole voting power as to 12,983,409818,175 shares of common stock, sole dispositive power as to 24,882,549 shares of common stock and shared dispositive power as to 27,552,569765,439 shares of common stock.

(3) 26		Based upon its Schedule 13G/A filed February 14, 2011, with the SEC with respect to Company securities held as of December 31, 2010, FMR LLC has sole voting power as to 5,094,400 shares of common stock and sole dispositive power as to 27,253,435 shares of common stock.

---

SECTIONSection 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial

Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent10% of a registered class of the Company’s equity securities, to file with the SEC and any exchange or other system on which such securities are traded or quoted, initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities. Officers, directors andgreater-than-ten-percent more than 10% stockholders are required by the SEC’s regulations to furnish the Company and any exchange or other system on which such securities are traded or quoted with copies of all Section 16(a) forms they filed with the SEC.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all reporting obligations of the Company’s officers, directors andgreater-than-ten-percent more than 10% stockholders under Section 16(a) were satisfied during the year ended December 31, 2010.

25

2013, except that James J. Kleckner, Executive Vice President, International and Deepwater Operations of the Company, inadvertently omitted 8,436 shares of the Company’s common stock from an otherwise timely filed Form 3. An amended Form 3 was filed on February 13, 2014.

---

			27

---

Audit Committee Report

AUDIT COMMITTEE REPORT

The following report of the Audit Committee of the Company, dated February 25, 2014, shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The Audit Committee of the Board is responsible for independent, objective oversight of the Company’s accounting functions and internal controls over financial reporting. The Audit Committee is composed of threefour directors, each of whom is independent as defined by the NYSE listing standards. The Audit Committee operates under a written charter approved by the Board of Directors, which is available on the Company’s web site athttp://www.anadarko.com/About/Pages/Governance.aspx.

Management is responsible for the Company’s internal controls over financial reporting. The independent auditor is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards in the United States of America and issuing a report thereon. The independent auditor is also responsible for performing independent audits of the Company’s internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

KPMG LLP served as the Company’s independent auditor during 20102013 and was appointed by the Audit Committee to serve in that capacity for 20112014 (and we are seeking ratification by the Company’s stockholders at this Annual Meeting of such appointment). KPMG LLP has served as the Company’s independent auditor since its initial public offering in 1986.

In connection with these responsibilities, the Audit Committee met with management and the independent auditor to review and discuss the December 31, 20102013 audited consolidated financial statements and matters related to Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee also discussed with the independent auditor the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended.

superseded by Auditing Standard No. 16.

The Audit Committee also received written disclosures and the letter from the independent auditor required by Public Company Accounting Oversight Board Rule 3526 regarding the independent auditor’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditor that firm’s independence.

Based upon the Audit Committee’s review and discussions with management and the independent auditor referred to above, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report onForm 10-K for the year ended December 31, 20102013 filed with the SEC.

THE AUDIT COMMITTEE

H. Paulett Eberhart,

Eric D. Mullins, Chairperson

John

Kevin P. Chilton

Charles W. Goodyear

Paula R. Butler, Jr.
Paula Rosput Reynolds

26

---

28

---

Compensation and Benefits Committee Report on

COMPENSATION AND BENEFITS COMMITTEE REPORT
ON 2010 EXECUTIVE COMPENSATION2013 Executive Compensation

The Compensation Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of the Company. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION AND BENEFITS COMMITTEE

Peter J. Fluor, Chairman

Preston M. Geren III

Chairperson

Richard L. George

John R. Gordon

27

---

			29

---

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis focuses on the following:

•

executive summary;

•

our pay-for-performance philosophy and practices;

•

how we make compensation decisions;

•

elements of our compensation program; and

•

analysis of 2013 compensation actions.

EXECUTIVE SUMMARY

The Compensation Committee believes that Anadarko achieved exceptional operational and financial performance in 2013, as it has done over the last several years. This performance has not, however, been reflected in our stock performance, which we believe is largely as a result of uncertainty related to the Tronox Adversary Proceeding (described below). Our delivery of executive compensation for 2013 reflects these factors — while payouts under the Annual Incentive Plan were above target, reflecting strong annual performance, the value of long-term equity awards (representing more than 75% of target total compensation) decreased as a result of lower stock price performance.

Operational and Financial Performance. Anadarko is among the world’s largest independent exploration and production companies, with approximately 2.8 billion barrels of oil equivalent of proved reserves at December 31, 2013. Our asset portfolio is aimed at delivering long-term value to stockholders by combining a large inventory of development opportunities in the U.S. onshore with high-potential worldwide offshore exploration and development activities.

The Company’s 2013 performance continued the trend over the last several years of delivering consistent high-quality additions of proved reserves, increasing year-over-year margins, increasing year-over-year sales volumes, and allocating capital efficiently, all while maintaining a strong safety record. Achieving these key business objectives is fundamental to delivering superior returns for our stakeholders over time. Specific achievements included:

•

Continued Volumes Growth.  The Company achieved record sales volumes in 2013, representing a 7% year-over-year increase of daily sales volumes.

•

Continued Reserve Growth.  The Company added over 500 million barrels of proved reserves replacing 194% of its production in 2013 before the effects of price revisions, at very competitive costs. Year-end proved reserves were approximately 2.8 billion BOE, representing a 9% increase over 2012.

•

Sustained Exploration Success.  The Company continued its exploration success with an industry-leading deepwater exploration/appraisal success rate of approximately 67% in 2013, which provides resources and optionality for strategically managing the Company’s portfolio.

•

Active Portfolio Management.  The Company continued to demonstrate its focus on and commitment to active portfolio management, including a property exchange in the Wattenberg field and an acquisition of additional working interests in the Moxa area of Wyoming. The Company also announced approximately $4.5 billion of asset monetization transactions during the year through carried-interest arrangements, divestitures and exploration farm-outs, which accelerate value, reduce execution risk and enhance returns without leveraging the balance sheet.

•

Advancement of Mega-Projects.  The Company achieved first production from all three facilities at the El Merk complex in Algeria, successfully sanctioned the TEN (Tweneboa, Enyenra, and

30	•	how our executive compensation program aligns with our business strategy, focuses on long-term value creation for our stockholders and delivers competitive pay relative to our performance;

---

Compensation Discussion and Analysis

Ntomme) complex offshore Ghana and the Heidelberg project in the deepwater Gulf of Mexico, and successfully installed the Lucius spar on location in the Gulf of Mexico.

	•	the philosophy and principles on which our executive compensation program is based;
	Exceptional Safety Performance.  The Company’s safety performance in 2013 was the best in the Company’s history. This record performance demonstrates the Company’s safety-oriented culture and continuing commitment to safety across the organization.

•

ourpay-for-performance approach, including

Doubled Quarterly Dividend.  In August 2013, the elements of our total executive compensation program andBoard increased the reasons why we have chosen each element;quarterly dividend paid to its common stockholders from 9 cents per share to 18 cents per share.

In addition to these achievements, during 2013 Anadarko was once again recognized by various independent organizations for the Company’s leadership, innovation and environmental stewardship in its operating areas. For example, based on our ability to find, develop and produce onshore resources Wood Mackenzie identified Anadarko in a December 2013 study as the top company in our industry for creating value from U.S. onshore resources. Additionally, we received the 2013 Platts Global Energy Award for E&P Leadership, the Oil Council’s Large Cap Company of the Year and the Colorado Oil & Gas Conservation Commission’s Technology Application/Community Relations/Local Government Coordination Award. For a full list of Anadarko’s awards and recognitions see http://www.anadarko.com/Responsibility/Pages/AwardsRecogniton.aspx.

Stock Price Performance. Our relative total stockholder return (TSR) for 2013 does not reflect the Company’s exceptional operational and financial performance. We believe this apparent disconnect is largely due to the ongoing litigation relating to the Tronox Adversary Proceeding, including the issuance of a Memorandum of Opinion, After Trial in December 2013 by the U.S. Bankruptcy Court for the Southern District of New York in which the court found Kerr-McGee Corporation, a subsidiary acquired by the Company in 2006, liable for fraudulent transfer in connection with a 2002 internal corporate restructuring of Kerr-McGee and the 2005 initial public offering of Tronox Incorporated, a subsidiary of Kerr-McGee. For additional information regarding the nature and status of the Tronox Adversary Proceeding, seeNote 17 — Contingencies—Tronox Litigation in the Notes to Consolidated Financial Statements under Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. While the Company’s TSR performance relative to our peers ranked in the top quartile for the three-year periods ending in 2011 and 2010, we believe uncertainty related to the Tronox Adversary Proceeding has adversely affected the Company’s stock price performance for both of the three-year periods ending in 2012 and 2013. For 2010-2012, TSR performance relative to our peers was in the third quartile and for 2011-2013 performance was in the fourth quartile.

Impact of 2013 Company Performance on Executive Compensation

We have structured our cash and equity-based compensation program to position more than 85% of our executive officers’ target total compensation opportunity in at-risk compensation components tied to the achievement of short- and long-term performance criteria aligned with our business objectives. Long-term incentives combine performance units, stock options and restricted stock units to provide a compensation opportunity aligned with the Company’s long-term stock performance, delivered through awards that are performance-based in absolute and relative terms, while also encouraging retention.

	•	how we make compensation decisions and determine the amount of each element of compensation; and
31	•	an analysis of the material compensation decisions made by the Compensation Committee for 2010 performance.

---

Executive SummaryCompensation Discussion and Analysis

Anadarko

The Company’s excellent operational and financial performance was able to achieve or to exceed each of its key operational objectives for 2010 during a year that presented unprecedented challengesreflected in above target payouts under the AIP:

The Company’s lagging stock price performance in 2013, however, resulted in below target payouts for the Company, its employeesperformance units payable for the performance periods 2011-2013 and its stakeholders. This performance, which continues to generate competitive returns and advance our longer-term growth objectives, was driven by several factors, including the following:

2012-2013.

32	•	an increase in sales volumes by approximately 7% over 2009, which included a 13% increase in liquids, and representsyear-over-year growth

---

Compensation Discussion and Analysis

Furthermore, the lagging 2013 stock price performance has negatively impacted the current value of executive long-term incentive awards. The following chart illustrates that as of December 31, 2013, the intrinsic value of the CEO’s 2013 long-term incentive awards (as defined below) is 75% less than the original grant date values and a revised year-end fair market valuation of the awards is 30% less than the original grant date values:

2013 CEO Long-Term Incentive Awards(1)

Award Type		Grant Date				Grant Date Fair Market Values($)(2)				12/31/2013 Intrinsic Values($)(3)				12/31/2013 Fair Market Values($)(4)
Stock Options			11/6/2013				3,848,495				0				3,019,648
Restricted Stock Units			11/6/2013				2,755,539				2,375,237				2,375,237
Performance Units(1)			11/5/2012				2,775,473				0				1,183,364
Total							9,379,507				2,375,237				6,578,249
% Decrease from Grant Date Value											-75%				-30%

(1)

The above table reflects values for the second consecutive year;equity incentive awards reported in the 2013 Summary Compensation Table, with the exception that the performance unit values reflect the performance units granted in November 2012. The 2012 performance units have a performance period that commenced January 1, 2013, whereas the performance units awarded in 2013 have a performance period commencing January 1, 2014.

(2)	Grant date fair market values reflect the accounting grant date fair value of awards as reported in the applicable Summary Compensation Table.

(3)

Intrinsic values reflect the value of the equity awards on December 31, 2013 based on the Company’s closing stock price of $79.32. The stock options, with an exercise price of $92.02, are currently underwater and based on our 2013 TSR performance the performance units are currently tracking a zero percent payout.

(4)

The December 31, 2013 fair market values include: (i) a revised Black-Scholes valuation for the stock options assuming the year-end stock price of $79.32 and a shorter expected term; and (ii) a revised Monte Carlo valuation for the performance units which takes into account our 2013 TSR performance relative to our peers. These revised values are provided to reflect the fact that, while the stock options and performance units currently have an intrinsic value of $0, assuming sufficient absolute stock price improvement and improvement in relative TSR, there remains a payout opportunity under the awards.

In addition to the Company’s performance, the Committee’s compensation decisions for 2013, summarized below, were influenced by the following:

the Committee’s desire to retain and motivate a highly experienced and cohesive executive team with a strong track record of working together to successfully manage the operations of a global company of our scope and complexity; and

the leadership skills exhibited by the NEOs, which were reflected in the Company’s continued achievement of strong annual operating and financial results and management of key challenges, including the uncertainty presented by the Tronox Adversary Proceeding, uncertain political and regulatory environments, and severe flooding in Colorado and Texas.

CEO Compensation. In connection with Mr. Walker’s appointment to CEO in May 2012, the Committee positioned his targeted annual total direct compensation opportunity at the median of the survey data, which represented a 22% decrease relative to his predecessor in 2011. In November 2013, based on a recommendation from Mr. Walker in light of the lack of clarity at the time with regard to the Tronox Adversary Proceeding, the Committee determined not to adjust Mr. Walker’s targeted annual total direct compensation opportunity for 2013.

	•	the addition of 359 million barrels of oil equivalent (BOE) of proved reserves, including the effects of price revisions and divestitures, which equates to replacing 153% of production;
33	•	continued offshore exploration and appraisal drilling success with an approximate 75% success rate;
	•	the achievement of first oil at the Jubilee field offshore Ghana in a record 3.5 years following discovery;
	•	a total stockholder return of 22% for 2010; and
	•	strengthening of the Company’s balance sheet by refinancing $3.0 billion of its 2011 and 2012 scheduled maturities with longer-term debt and replacing its $1.3 billion revolving credit facility maturing in 2013 with a five-year $5.0 billion senior secured revolving credit facility, which enhanced the Company’s liquidity.

Further,

---

Compensation Discussion and Analysis

As CEO, Mr. Walker’s compensation is higher than the Company achieved these results while spending approximately $200 million less capital than originally projectedcompensation of the other NEOs. This difference in compensation is supported by the industry peer group benchmark data, which is substantially higher for the year. Anadarko was also recognizedCEO role than for the other NEO positions, and is indicative of the greater responsibility the CEO position entails for the strategic direction, financial condition, operating results and reputation of the Company.

Other NEO Compensation. In November 2013, the Committee approved salary increases for the other NEOs ranging from 4.9% to 16.7%. The base salary increase for Mr. Gwin represents his first increase since November 2010 and the base salary increases for Messrs. Meloy, Daniels and Reeves represent their first increases since November 2011. No changes were made to the NEO bonus targets for 2014. The annual equity awards made to the other NEOs in November 2013 reflect approximately 12% increases over their prior year awards. These compensation actions were determined based on the Committee’s consideration of each NEO’s contribution, individually and collectively as an executive team, to the successful execution of the Company’s strategic goals for the year; the importance of retaining and motivating the executive team for the execution of the Company’s long-term strategy, particularly in light of the departure of a senior executive officer to a peer company during the year; Peer Proxy Data (as defined on page 37); and internal equity factors. These actions position the aggregate total target direct compensation of our NEOs at approximately the 75th percentile of the Peer Proxy Data, which is similarly aligned with severalthe Company’s total assets and market capitalization positioning against the industry peer group as discussed on page 37.

A detailed description of our executive compensation program and the compensation decisions made by the Committee for 2013 are reported on the pages that follow.

Continued Engagement with Stockholders

Our stockholders’ views on corporate governance and executive compensation are important to us, and we value the feedback and insights that we receive from our stockholders through ongoing dialogue. Since our 2013 Annual Meeting, we have continued to engage in periodic dialogue with stockholders and have solicited feedback from stockholders representing approximately 48% of the Company’s outstanding common stock.

At our 2013 Annual Meeting, more than 85% of our stockholders who voted on the proposal voted in support of our executive compensation program. We believe our stockholders’ strong support reaffirmed the design and structure of our compensation program. While the feedback we receive from our stockholders varies depending upon investment goals and strategies, our stockholders have consistently emphasized that executive compensation should be closely aligned with long-term performance results. Following discussions with stockholders, the Committee took the following actions:

In February 2013 the Committee determined that for annual equity-based awards during 2010 for these results as well as for its focusto be made to our executive officers in 2013, performance units would comprise no less than 35% of the total grant values and time-vested restricted stock units would comprise no more than 25% of such grant values.

In November 2013, when the annual equity-based grants were approved, the Committee determined that additional emphasis should be placed on environmental stewardship, healthrelative TSR performance and safety and corporate citizenship, includingfurther increased the following:amount of performance units to 40% of the total grant values.

34	•	2010 District Safe Award for Excellence (SAFE) from the Minerals Management Service (now known as the Bureau of Ocean Energy, Regulation and Enforcement);
	•	Earth Day Award — Utah Division of Oil, Gas and Mining;
	•	Interstate Oil & Gas Compact Commission Chairman’s Stewardship Award;
	•	“Number 1 Large Company” in theHouston Chronicle’s2010 survey of the best places to work in Houston; and
	•	Executive of the Year (Jim Hackett) —Oil & Gas Investor Magazine.

(A complete listing

---

Compensation Discussion and Analysis

OUR PAY-FOR-PERFORMANCE PHILOSOPHY AND PRACTICES

The main objective of all of the Company’s awards and recognitions can be found under the “Corporate Responsibility” section of our website at www.anadarko.com.)

28

---

All of the achievements set forth on the previous page reflect the focused leadership of our executive team and the capabilities and dedication of our employees and were made in the midst of several challenges impacting the Company and the energy industry, including the Deepwater Horizon events, continued global and domestic economic uncertainty, low natural gas prices and an uncertain political and regulatory environment.

As more fully described on the following pages, our executive compensation program operated as designedis to pay for 2010, deliveringperformance while aligning executives’ interests with stockholder interests. Our compensation philosophy recognizes the value of rewarding our NEOs for their performance and motivating them to continue to excel in the future. We provide competitive pay relative to our performance. Under our Annual Incentive Program, we achieved a performance score of 146% for 2010 due to our record sales volumes and growth, outstanding exploration success, strategic capital allocation management, successful cost inflation management, and commitment to the health and safety of our employees for the year. The annual bonus awarded to each of our NEOs reflects both the Company’s performance and their individual achievements. Our long-term incentive program (to which the substantial majority of our NEOs’ compensation is tied) is designed to emphasize stock price performance and the creation of value benefiting all of our stockholders. As a result of Anadarko’s relative stock performance ranking against specified industry peer companies for the two-year and three-year performance periods ending December 31, 2010, our NEOs achieved above-target level payouts under the executive performance unit award program.

During 2010, the Compensation Committee undertook a comprehensive review and assessment of the various design features of the Company’s executive compensation and benefits programs to confirm that such programs are competitively structured, are aligned with our short and long-term strategic goals and reflect a strongpay-for-performance orientation. Following the Deepwater Horizon events (Anadarko owns a 25% non-operating leasehold interest in the Macondo lease), the Compensation Committee considered various retention challenges in addition to the Company’s operational and financial performance to ensure that the Company retained a strong and focused executive leadership team. The compensation actions taken with respect to 2010 reflect the Compensation Committee’s adherence to its established executive compensation philosophy and principles, and a strongpay-for-performance orientation.

Below are the key actions and decisions made regarding the Company’s executive compensation program review in 2010 and early 2011, as approved by the Compensation Committee with counsel from its independent compensation consultant:

	•	held base salaries for Messrs. Hackett, Daniels and Meloy at current levels (for the second year in a row) and increased the base salaries for Messrs. Gwin and Walker for competitive reasons;
	•	reduced or maintained the value of the 2010 annual long-term incentive awards for each of the NEOs relative to the value of the annual long-term incentive awards made for 2009;
	•	made performance-based incentive bonus awards to NEOs to recognize both Company and individual performance for 2010 and, beginning with the 2011 plan year, established maximum caps of 275% for each performance metric under the Annual Incentive Program, (in addition to the existing overall program cap of 200%);
	•	increased the stock ownership requirements for our CEO from five times base salary to six times base salary and for our non-employee directors from five times annual retainer to seven times annual retainer;
	•	reduced the level of executive severance benefits provided in the event of an involuntary not for cause termination, outside of achange-of-control, by eliminating: (1) the special retirement benefit enhancement, except for in special cases as approved by the Compensation Committee; and (2) the post-termination financial planning benefits;
	•	reduced the level of post-change-of-control severance benefits for prospective senior executives by: (1) eliminating the modified single trigger provision and replacing it with a double trigger provision; (2) reducing the protection period from three years to two years; (3) eliminating the excise taxgross-up provision and replacing it with abest-of-net approach; and (4) eliminating post-termination financial planning benefits;

29

---

	•	executed a special retention agreement with Mr. Meloy, providing for his continued leadership of the Company’s worldwide operations, to ensure that the Company is able to successfully execute on its business strategy in light of ongoing regulatory challenges in the Gulf of Mexico; and
	•	awarded Mr. Daniels a special restricted stock grant to recognize his leadership for the Company’s exceptional exploration achievements in 2010.

As demonstrated during 2010, significant operational, regulatory and legal challenges have required that our executive management team remains disciplined and provides strong, focused leadership. The tragic Deepwater Horizon events, and the regulatory uncertainty that followed, created challenges for many deepwater operators. The Company’s reaction to these unfortunate events demonstrated the depth and flexibility of our portfolio, as we effectively reallocated capital, strengthened our balance sheet and enhanced liquidity in a manner that enabled us to exceed our corporate operating objectives for the year. The Compensation Committee understands the continuing challenges still facing the Company and our industry as a whole and recognizes the role the Compensation Committee plays in maintaining an executive management team capable of the discipline and leadership necessary to guide the Company through these challenges in the best manner for our stockholders. The actions taken by the Compensation Committee for 2010 were designed to ensure stability of our executive management team in light of these challenges and to continue aligning a significant portion of executive compensation to long-term stockholder value by further emphasizingpay-for-performance.

The Compensation Committee has adopted an executive compensation philosophy and designed an executive compensation program that positions a significant majority of each NEO’s compensation opportunity to be earned over the long-term (e.g., multi-year), while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Compensation Committee’s focus in 2011 will continue to ensure that the Company’s executive compensation program remains competitively positioned to attract and retain talented leadersthe best talent and provideswe structure pay to support our business objectives with appropriate incentiverewards for short-term operating results and reasonable rewards relative to the contributions made by our executives and the performance achieved for our stockholders. The Company and the Compensation Committee recognize the importance of our stockholders’ opportunity to an advisory“say-on-pay” vote as a means of expressing views regarding the compensation practices and programs for our NEOs. The Compensation Committee believes that maintaining a consistent compensation philosophy — which reflects a significant focus on long-term compensation — in addition to a program that may be adjusted, as appropriate, to address industry trends and developments as well as evolving executive compensation practices, will provide our stockholders the moststockholder value through the alignment of their interests with a consistent, talented executive team.

Our Executive Compensation Philosophy and Guiding Principles

Philosophy

Our compensation philosophy is reviewed and confirmed by the Compensation Committee each year to ensure that it provides the appropriate foundation and principles for governing our executive compensation programs. The Compensation Committee believes that:

creation.

What We Do

Require a Majority of Pay To Be At-Risk — More than 85% of our executive officer’s target total compensation opportunity is at-risk, including our annual target bonuses and annual long-term incentive awards. A smaller portion is represented by base salary, or fixed, compensation.

	•	executive interests should be aligned withEmphasize Long-Term Performance — We believe that long-term stockholder interests;
	•	executive compensation should be structured to provide appropriate incentiveperformance is the most important measure of our success and reasonable rewardwe manage our operations and business for the contributions madelong-term benefit of our stockholders. Accordingly, our equity-based incentives (which represent 79% for the CEO and performance achieved;75%, on average, of target total compensation for the other NEOs) emphasize and reward long-term absolute and relative stock-price performance.

	•	Maintain a competitiveCompetitive Compensation Package — We provide a compensation package must be provideddesigned to attract, retain, motivate and retainreward experienced and talented executives to ensure Anadarko’s success.

30

---

Design Principles

In support of this philosophy, our executive compensation programs are designed to adhere to the following principles:

	•	a majority of total executive compensation should be in the form of equity-based compensation;
	•	a meaningful portion of total executive compensation should be tied directly to the achievement of goals and objectives related to Anadarko’s targeted financial and operating performance;
	•	a significant component of performance-based compensation should be tied to long-term relative performance measuresofficers. We believe that emphasize an increase in stockholder value over time;
	•	performance-based compensation opportunities should not encourage excessive risk taking that may compromise the Company’s value;
	•	executives should maintain significant levels of equity ownership;
	•	to encourage retention, a substantial portion of compensation should be forfeitable by the executive upon voluntary termination;
	•	total compensation opportunities should be reflective of each executive officer’s role, skills, experience level and individual contributioncontributions to the organization;Company and
	•	that our executivesexecutive officers should be motivated to contribute as team members to Anadarko’s overall success, as opposed to merely achieving specific individual objectives.

Require Robust Stock Ownership — To align executive and stockholder interests, we require stock ownership levels equal to 6 times base salary for the CEO and 3 times base salary for the other executive officers, with holding requirements under certain circumstances.

Maintain Equity Grant Administration Procedures — The Committee has established Equity Grant Administrative Procedures to maintain the integrity of the Company’s process for granting equity awards and to ensure that such awards are consistent with legal, regulatory and accounting requirements.

Provide for Double-Trigger Equity Acceleration Upon a Change of Control — Under the 2012 Omnibus Incentive Compensation Plan (2012 Omnibus Plan), accelerated vesting of equity awards due to a change of control will only occur upon the executive officer’s termination without cause or for good reason during the applicable protection period following such change of control.

Provide for Clawback Provisions — Each award under the 2008 Omnibus Incentive Compensation Plan (2008 Omnibus Plan) and the 2012 Omnibus Plan may be subject to forfeiture or repayment if the Company is required to prepare an accounting restatement as a result of material noncompliance with applicable rules.

Structure Incentive Compensation To Be Deductible — Performance units, stock options, restricted stock units, and cash awards granted under our 2012 Omnibus Plan are intended to be fully deductible by the Company by satisfying the performance-based requirements of IRC Section 162(m). Under the 2012 Omnibus Plan, the Committee is prohibited from taking any action that would cause awards intended to qualify as performance-based to fail to satisfy the IRC Section 162(m) requirements.

			35

---

PayingCompensation Discussion and Analysis

What We Don’t Do

No Employment Contracts — We do not have an employment contract with any executive officer.

No Tax Gross-Ups on Perquisites — We do not provide tax gross-ups on executive perquisites, except where such gross-ups are considered a normal benefit under the Company’s standard relocation program available to all employees.

No Permitted Short Sales or Derivative Transactions in Company Stock— We prohibit all non-employee directors, officers and other employees of the Company from engaging in any short-term, speculative securities transactions related to the Company, including engaging in short sales, buying or selling put or call options, and trading in options of the Company.

No New Excise Tax Gross-ups — In February 2011 we eliminated the excise tax gross-up provision in key employee change-of-control contracts executed with newly appointed and/or newly hired executive officers who are not otherwise subject to any existing agreements and replaced it with a best-of-net provision (as described on page 53). The CEO’s Severance Agreement includes a best-of-net provision.

No Payment of Current Dividends or Dividend Equivalents on Unvested Awards — Beginning in May 2012, dividend equivalents on restricted stock unit awards granted to executive officers must be reinvested in shares of the Company’s common stock and will be paid upon the applicable vesting of the underlying award (rather than paid in cash on a current basis).

No Repricing — The 2008 and 2012 Omnibus Plans expressly prohibit repricing of stock options and stock appreciation rights, unless approved by stockholders.

No Hedging or Pledging — We prohibit directors, officers and other employees from entering into equity derivative or other financial instruments that would have the effect of limiting downward market risk of owning the Company’s securities (including equity securities received as part of the Company’s compensation program). We also prohibit directors and executive officers from purchasing Company securities on margin and pledging such securities as security for loans (including holding Company securities in a margin account).

HOW WE MAKE COMPENSATION DECISIONS

The Committee has overall responsibility for Performance

We believe that long-term performanceapproving and evaluating the director and officer compensation plans, policies and programs of the Company. The Committee is the most important measure of our success and we manage our operations and businessalso responsible for the long-term benefit of our stockholders. Accordingly, our executive compensation program is weighted toward variable, or “At-Risk,” pay components with the heaviest emphasis placed on incentives that are dependent upon longer-term corporate performance and stock price appreciation. These long-term incentives, designed to motivate and reward our executive officers for maximizing long-term stockholder value, include stock options, restricted stock units and performance units and typically comprise more than 75% of each NEO’s annual total compensation.

Our executive compensation program includes both direct and indirect compensation elements (which are outlined in the tables below). We believe thatproducing a majority of executive compensation should be performance-based; however, we do not have a specific formula that dictates the overall weighting of each element as a part of total compensation. The Compensation Committee determines total compensation based on a review of competitive compensation data, consistency with our overall compensation philosophy and its judgment as a committee.

31

---

Direct Compensation Elements

The level of each element of direct compensation (both “fixed” and “variable”) is generally benchmarked against the 50th and 75th percentiles of our industry peer group. When making decisions on each of these elements, the Compensation Committee takes into consideration the multiple factors discussed in theHow We Make Compensation Decisionssection beginning on page 34.

Direct Compensation Element		Primary Purposes
Fixed Pay
Base Salary		•		Provides a fixed level of income to compensate executives for their level of responsibility, relative expertise and experience, and in some cases their potential for advancement
Variable or At-Risk Pay(mix of annual and long-term compensation opportunity)
Annual Incentive Program		•		Motivates and rewards executives for achieving annual Company objectives aligned with value creation
		•		Recognizes individual contributions to Company performance
Restricted Stock Units		•		Aligns the interests of executives with stockholders by emphasizing long-term share ownership and stock appreciation
		•		Provides a forfeitable ownership stake to encourage executive retention
Stock Options		•		Aligns the interests of executives with stockholders by rewarding long-term growth in our stock value
		•		Provides a forfeitable ownership stake to encourage executive retention
Performance Units		•		Recognizes how the Company performs relative to its industry peers under common external market conditions
		•		Motivates and rewards the achievement of long-term strategic Company objectives
		•		Provides a forfeitable long-term incentive to encourage executive retention

The proportion of total direct compensation that each of the fixed and At-Risk elements represent are illustrated in the charts below and reflect the following: base salaries that became effective November 2010, as discussed on page 36; target bonus opportunities effective for 2011, as discussed on page 37; and the estimated grant date value for the 2010 annual equity awards (excluding the value of any one-time awards), as discussed on page 41.

Percent of total direct compensation At-Risk: 91% Percent of total direct compensation that isLong-Term: 79%		Percent of total direct compensation At-Risk: 88% Percent of total direct compensation that isLong-Term: 76%

These charts highlight the significant portion of total direct compensation that is At-Risk andreport reviewing the Company’s emphasis on long-term equity-based incentives. Any value ultimately realized for the long-term equity-based awards is directly tied to Anadarko’s absoluteCompensation Discussion and relative stock price performance.Analysis. The actions taken by our Compensation Committee for 2010 and the compensation earned by our NEOs in 2010 emphasize our focus on and alignment with long-term performance.

32

---

This pay-for-performance alignment is further illustrated by the graph below which compares the three-year cumulative total return to our stockholders relative to the cumulative total return of the industry peer group that we use for executive compensation benchmarking as well as the S&P 500 Index. The information contained in the graph below is furnished and not filed, and is not incorporated by reference into any document that incorporates this proxy statement by reference. The companies included in the industry peer group are: Apache Corporation; Chesapeake Energy Corporation; Chevron Corporation; ConocoPhillips; Devon Energy Corporation; EOG Resources, Inc.; Hess Corporation; Marathon Oil Corporation; Noble Energy, Inc.; Occidental Petroleum Corporation; Pioneer Natural Resources Company; and Plains Exploration & Production Company.

COMPARISON OF 3 YEAR CUMULATIVE TOTAL RETURN
Among Anadarko Petroleum Corporation, the S&P 500 Index
and an Industry Peer Group

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in the Company’s common stock, in the S&P 500 Index and in the industry peer group on December 31, 2007 and its relative performance is tracked through December 31, 2010.

Fiscal Year Ended December 31		2007				2008				2009				2010
Anadarko Petroleum Corporation		$	100.00			$	59.08			$	96.41			$	118.37
S&P 500 Index			100.00				63.00				79.67				91.67
Industry Peer 50th Percentile			100.00				61.36				86.23				97.58
Industry Peer 75th Percentile			100.00				74.56				97.89				112.09

33

---

Indirect Compensation Elements

In addition to direct compensation elements, the Company also provides certain benefits and perquisites (considered “indirect compensation elements”) that are considered typical within our industry and necessary to attract and retain executive talent. The table below identifies each element of indirect compensation and the primary purpose for using each element. The value of each element of indirect compensation is generally structured to be competitive within our industry.

Indirect Compensation Element		Primary Purposes
Retirement Benefits		•		Provides a competitive means for executives to build financial security
		•		Attracts talented executives and rewards them for extended service
		•		Offers secure and tax-advantaged vehicles for executives to save effectively for retirement
Other Benefits (for example, health care, paid time off, disability and life insurance) and Perquisites		•		Enhances executive welfare and financial security
		•		Provides a competitive package to attract and retain executive officers, but does not constitute a significant part of an executives’ compensation
Severance Benefits		•		Attracts and helps retain executive officers in a volatile and consolidating industry
		•		Provides transitional income following an executive officer’s involuntary termination of employment

How We Make Compensation Decisions

The Compensation Committee utilizesuses several different tools and resources in reviewing elements of executive compensation and making compensation decisions. These decisions, however, are not purely formulaic and the Compensation Committee exercises judgment and discretion in making them.

In making compensation decisions, the Committee may form and delegate authority to subcommittees and individual directors when the Committee determines that such action is appropriate.

Compensation Consultant. The Compensation Committee utilizeshas retained Frederic W. Cook & Co., Inc. (FWC) as an independent consultant to provide advice on executive compensation consultantmatters. The decision to review executive compensationengage FWC was made by the Committee and benefit programs. Initially, in 2010, the Compensation Committee directly retained Hewitt Associates LLC, or Hewitt, as its outside independent compensation consultant. On October 1, 2010, the Compensation Committee then retained Meridian Compensation Partners, LLC, or Meridian, as its outside independent executive compensation consultant upon Meridian’s separation from Hewitt. In these engagements, the consultants reportedFWC reports directly and exclusively to the Compensation Committee; however, at the Compensation Committee’s direction, the consultants workedconsultant works directly with management to review or prepare materials for the Compensation Committee’s consideration. TheWhile engaged as the Committee’s consultant, engaged at

36

---

Compensation Discussion and Analysis

FWC did not perform any services for the timeCompany outside the scope of its arrangement with the Committee. During 2013, the Committee reviewed FWC’s independence and determined that there were no conflicts of interest as a result of the applicable meeting attended eachCommittee’s engagement of the nine Compensation Committee meetings in 2010.FWC. The Compensation Committee did not engage any consultant other than Hewitt or MeridianFWC during 20102013 to provide executive compensation consulting services. The Compensation Committee’s engagement of its compensation consultant included the following services:

	•	providing relevant market data (including benchmarking, surveys, trends and best practices information) as a background against which the Compensation Committee could consider total executive officer compensation elements and awards;
	•	advising the Compensation Committee on aligning compensation programs with the interests of our stockholders; and
	•	attending and participating in Compensation Committee meetings throughout the year as the Compensation Committee deemed appropriate.

34

---

During 2010, Hewitt performed no material services for us in the United States outside the scope of its engagement with the Compensation Committee; however, Hewitt does provide actuarial services for our United Kingdom pension program. During 2010, Meridian performed no services for us outside the scope of its engagement with the Compensation Committee. As partIn 2013, FWC attended all of the consultant’s engagement agreementCommittee meetings and provided the Committee with the Compensation Committee, any significant new engagement between usmarket analyses, including both survey and the consultant is contingent upon notification to the Compensation Committee. The Compensation Committee reviews the engagement of its independent executive compensation consultant onPeer Proxy Data (as defined below), and an annual basis, and as partindependent assessment of that process reviews a summary of all services provided by the consultant and related costs.

The table below identifies the executive and non-executive compensation consulting fees paid by us to Hewitt for services provided during the fiscal year ended December 31, 2010:

		2010
Executive Compensation Consulting Fees		$	339,445
Non-Executive Compensation Consulting Fees			689,901
Total		$	1,029,346

The non-executive compensation consulting fees include $660,798 in feesrisk associated with the actuarial servicesCompany’s compensation programs. In addition, FWC advised the Committee on the following: market trends; regulatory and governance developments and how they may impact our executive compensation programs; the design and structure of our executive compensation programs to ensure linkage between pay and performance; setting the pay for our United Kingdom pensionCEO; and insurance programs and $29,103compensation recommendations for the other executive officers, in fees associatedconsultation with our purchase of compensation surveys and market data not related to executive compensation. Although the decision to engage Hewitt for these non-executive compensation services was made by management and not approved by the Compensation Committee, the Compensation Committee did consider allCEO.

Benchmarking Peers. Each year, FWC conducts an independent review of the services provided by Hewitt when engaging them as its independent consultant in 2010.

Benchmarking.  During 2010, the Compensation Committee conducted its annual benchmarking review of anCompany’s industry peer group for the Committee to use as a reference point for assessing competitive executive compensation data.data (including base salary, target annual incentives and annualized long-term incentive grant values). This industryreview includes an evaluation of Anadarko’s peers as designated by proxy advisors, peers of direct peers, and companies included in Anadarko’s broad Global Industry Classification Standard Industry Group. In each case, FWC assesses whether there are companies that should be added to or deleted from Anadarko’s existing peer group consists of select oil and gas industry peer companies, approved by the Compensation Committee, which are similar to us inbased on relevant size, scope and nature of business operations. The Compensation Committee’s consultant collects and analyzesFollowing this review, the benchmark data using their proprietary incentive valuation models and presents its analysis toCommittee determined that, with the Compensation Committee. The Compensation Committee also reviewed data from a broader groupexception of Plains Exploration & Production Company, which was acquired in May 2013, the other 11 companies which consists of select companies from diverse industries that are similar to us in size (based primarily on annual revenues) but are not directly comparable to us. This data is used for gaining a general understanding of broader trends outside our industry, but is not used to benchmark our total executive compensation.

Our 2010the Company’s industry peer group consistedremain appropriate for comparison. The Committee also determined that Murphy Oil Company should replace Plains Exploration & Production Company since it meets the industry criteria and is the appropriate size, is a peer of the following companies:

Company’s direct peers and is also designated as a peer of Anadarko by various proxy advisors. At the time of the 2013 review, the Company’s revenues were at the median and its total assets and market capitalization approximated the 75th percentile of the peer group. The Company’s industry peer group used for conducting the 2013 executive compensation benchmarking assessment is listed below.

•  Apache Corporation		•  Devon Energy Corporation		•  Noble Energy, Inc.Murphy Oil Company
•  Chesapeake Energy Corporation		•  EOG Resources, Inc.		•  Occidental Petroleum CorporationNoble Energy, Inc.
•  Chevron Corporation		•  Hess Corporation		•  Pioneer Natural Resources CompanyOccidental Petroleum Corporation
•  ConocoPhillips		•  Marathon Oil Corporation		•  Plains Exploration & ProductionPioneer Natural Resources Company

Within the oil and gas industry, there are a very limited number of companies that closely resemble us in size, scope and nature of business operations. Our industry peer group contains companies in our industry that are both larger and smallervary in size and scope and that may operate in related business segments in the industry in whichthese respects because we have no operations, such as refining. We compete with these companies for talent and believe the selected companies are currently the most appropriate with respect to executive compensation benchmarking. The differences and similarities between us and the companies in our industry peer group are taken into consideration when referencing benchmarks for executive compensation decisions.

Benchmarking Data. To assist in reviewing the design and structure of our executive compensation program, FWC provides the Committee with an independent assessment of the compensation programs and practices of the companies in our industry peer group. This comprehensive analysis includes both third-party survey data and supplemental compensation data that is obtained from the latest peer proxy statements and updated, as applicable, with recent public filings for company-by-company detail on peer NEO positions (Peer Proxy Data).

			37

---

Compensation Discussion and Analysis

Historically, the primary focus of the Committee has been on third-party survey data that provides aggregated data by functional position. Due to organizational differences in executive leadership structures and business strategies across our peers, it has become increasingly difficult to benchmark comparable executive leadership positions for many of our NEOs. As a result, the Committee placed more emphasis on the Peer Proxy Data in making compensation decisions for 2013 because this data provides greater transparency and insight into the comparability of our NEOs and executive leadership structure relative to the NEOs and executive leadership structure of our peers. The Peer Proxy Data includes individual incumbent data for each company in our industry peer group and illustrates the differences in job scope, incumbent tenure and overall experience level of peer NEOs compared to our NEOs. In assessing the Peer Proxy Data, the Committee reviewed data summarized by functional positions, by order of pay (i.e., second highest paid, third highest paid, etc.), and aggregated by the total direct compensation opportunity of the NEOs collectively as a management team at each peer company. Evaluating the total direct compensation opportunity for each peer company’s management team as a whole allows the Committee to consider how each peer company structures the compensation opportunity for their management team regardless of individual functional responsibilities. This approach recognizes the differences in executive leadership structures and business strategies across our peers. When reviewing benchmarking data, the Committee reviews 25th, 50th, and 75th percentile data; however, the Committee does not target a specific percentile of the benchmark data and in making officer compensation decisions takes into account other considerations as noted below.

Role of CEOand/or Other Executive Officers in Determining Executive Compensation.  Our CEO, Mr. Hackett, provides recommendations to The Committee, after reviewing the Compensation Committee for each element of compensation for each of the NEOsinformation provided by FWC and considering other than himself. In forming his recommendations, he may seek input from other senior officers about the employees who report to each of them. The Compensation Committee,factors and with input from its consultant,FWC, determines each element of compensation for Mr. Hackett and, with input from its consultant and Mr. Hackett, determinesour CEO. When making determinations about each element of compensation for the other NEOs. Atexecutive officers, the CompensationCommittee also considers recommendations from our CEO. Additionally, at the Committee’s

35

---

request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the appropriate financial and non-financial performance measures used in our incentive programs. The Compensation Committee is under no obligation to utilizeimplement these recommendations. Executive officers and others may also attend Compensation Committee meetings when invited to do so.

Tally Sheets.  To enhance the analytical data used by the Compensation Committee to evaluate our NEO compensation and to provide the Compensation Committee a single source for viewing the aggregate value of all material elements of executive compensation, we have incorporated “tally sheets” into the Compensation Committee’s annual executive compensation review. The tally sheets provide a snapshot of:

	•	current total annual compensation, including base salary, annual cash incentives, equity compensation, benefits and perquisites;
	•	accumulated unvested equity award values and total stock ownership levels; and
	•	estimated termination benefits for a variety of voluntary and involuntary termination events, includingchange-of-control.

The Compensation Committee does not assign a specific weighting to the tally sheets in their overall decision-making process, but rather uses the information provided in the tally sheets to gain additional perspective and as a reference in the decision-making process.

Other Important Considerations. In addition to the above resources, the Compensation Committee strongly considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, developmentand/or and succession status, and other individual or organizational circumstances. With respect to equity-based awards, the Compensation Committee also considers the costexpense of such awards, the impact on dilution, and the relative value of each element comprising total target executive compensation.

Tally Sheets.2010 The Committee uses tally sheets in its annual executive compensation review to enhance the analytical data used by the Committee to evaluate our executive officer compensation and to provide the Committee with a consolidated source for viewing the aggregate value of all elements of executive compensation. The Committee does not assign a specific weighting to the tally sheets in their overall decision-making process, but uses them to gain additional perspective and as a reference in the decision-making process.

38

---

Compensation ActionsDiscussion and Analysis

ELEMENTS OF OUR COMPENSATION PROGRAM

Our executive compensation program includes direct and indirect compensation elements. We believe that a majority of an executive officer’s total compensation opportunity should be performance-based; however, we do not have a specified formula that dictates the overall weighting of each element. The Committee determines total compensation opportunity based on a review of competitive compensation data, including both survey and Peer Proxy Data, consistency with our compensation philosophy, and its judgment as a committee. In doing so, the Committee considers any specific circumstances related to the Company and/or the executive officer.

As illustrated in the charts below, 79% of the current CEO and 75%, on average, of target total compensation for the other NEOs is provided through equity-based incentives that are dependent upon long-term corporate performance and stock-price appreciation. Any value ultimately realized for these long-term equity-based awards is directly tied to Anadarko’s absolute and relative stock-price performance.

The charts above are based on the following: current base salaries, as discussed on page 41; target bonus opportunities approved by the Committee in 2013 for 2014, as discussed on page 42; and the estimated grant date value for the 2013 annual equity awards, as discussed on page 48.

			39

---

Compensation Discussion and Analysis

Direct Compensation Elements

The direct compensation elements are outlined in the table below. The indirect compensation elements are outlined in a table on page 49.

40

---

Compensation Discussion and Analysis

ANALYSIS OF 2013 COMPENSATION ACTIONS

The following is a discussion of each compensation element and the specific actions taken by the Compensation Committee in 20102013 related to each element.of our direct compensation elements. Each of these elementselement is reviewed on an annual basis, and may be reviewedannually, as well as at the time of a promotion, other change in responsibilities, other significant corporate events or a material change in market conditions. The same design principles and factors are applied in a consistent manner to all NEOs. Material differences in the amount of compensation awarded to each of the NEOs generally reflect the differences in the individual responsibility and experience of each officer and the differences in the amounts of compensation paid to officers in comparable positions in our industry peer group. For example, our CEO’s compensation is higher than the compensation of the other NEOs. This difference in compensation reflects that our industry peer group benchmark data is substantially higher for the CEO role than for the other NEO positions, reflecting the higher degree of responsibility and scrutiny the CEO position entails for the image, strategic direction, financial condition, and operating results of the Company.

Base Salary

The table below reflects the base salaries that were approved by the Compensation Committee in 2010:

		Salary as of				Salary Effective
Name		January 1, 2010				November 2010				Increase%
Mr. Hackett		$	1,567,500			$	1,567,500				0.0	%
Mr. Gwin		$	650,000			$	715,000				10.0	%
Mr. Walker		$	700,000			$	735,000				5.0	%
Mr. Meloy		$	575,000			$	575,000				0.0	%
Mr. Daniels		$	575,000			$	575,000				0.0	%

Messrs. Hackett, Meloy and Daniels did not receive increases in their base salaries (which were last increased in November 2008) due to the relative positioning of their salaries against the industry peer group

36

---

benchmark comparisons. The base salaries for Messrs. Hackett and Meloy are positioned at approximately the 75th percentile of the industry peer group, and the base salary for Mr. Daniels is above the 75th percentile. Each of our peer companies structure its operations and explorations groups differently (some by geography, some by function), which results in varying levels of leadership responsibility. While we consider the available industry peer group benchmark data for Messrs. Meloy’s and Daniels’ functional positions, we place a greater emphasis on internal pay equity within our executive team in determining their compensation levels. As a result of this approach, we have chosen to compensate Messrs. Meloy and Daniels at the same base salary levels. We believe the salaries for Messrs. Meloy and Daniels appropriately reflect more than 25 years of experience that each executive has in the oil and gas industry and the value we place on their technical knowledge and leadership within the Company. Mr. Walker received a five-percent base salary increase to recognize his expanded role as President. This increase positions his salary between the 50th and 75th percentile of the industry peer group. Mr. Gwin received a ten-percent increase to position his salary at approximately the 75th percentile of the industry peer group and to recognize his increasing contributions and valuable leadership on the executive team.

Performance-Based Annual Cash Incentives (Bonuses)

Our executive officers participate in the Annual Incentive Program, or AIP, which is part of our 2008 Omnibus Incentive Compensation Plan (Omnibus Plan) that was approved by our stockholders in May 2008. In February 2010, the Compensation Committee established a baseline AIP performance hurdle for the NEOs of $2.0 billion of Cash Flow from Operating Activities (Net cash provided by (used in) operating activities) as calculated in the Consolidated Statements of Cash Flows for the fiscal year. If this performance hurdle is not achieved, the NEOs earn no AIP bonuses for the year. If the performance hurdle is met, the bonus pool is funded at the maximum bonus opportunity level for each NEO. The Compensation Committee may apply negative discretion in determining actual awards, taking into consideration our actual performance against corporate annual performance goals (as discussed below), each individual officer’s performance and contributions, and other factors as deemed appropriate by the Compensation Committee, but the Compensation Committee does not have the discretion to increase bonuses above funded amounts. The AIP bonus pool was fully funded for the 2010 performance year based on our exceeding the established performance hurdle.

If the initial performance hurdle is met, the Compensation Committee uses the following formula as a guideline for determining individual bonus payments:

Individual Target Bonus Opportunities.  Individual target bonus opportunities, set as a percentage of base salary, are generally established to provide bonus opportunities between the 50th and 75th percentile levels of our industry peer group. Messrs. Meloy’s and Daniels’ target bonuses were established based on internal equity factors as previously discussed under theBase Salarysection,

The table below reflects the base salaries for the NEOs that were approved by the Committee in 2013:

Name		Salary as of January 1, 2013($)					Salary as of November 10, 2013($)					Increase%
Mr. Walker				1,300,000					1,300,000					0%
Mr. Gwin				715,000					750,000					4.9%
Mr. Meloy				600,000					700,000					16.7%
Mr. Daniels				600,000					700,000					16.7%
Mr. Reeves				650,000					700,000					7.7%

Mr. Walker’s base salary has not been increased since his appointment to CEO in May 2012. The base salary increase for Mr. Gwin represents his first increase since November 2010 and the base salary increases for Messrs. Meloy, Daniels and Reeves represent their first increases since November 2011. See page 34 for additional discussion regarding the Committee’s decision to increase certain of our NEO’s base compensation in 2013.

Performance-Based Annual Cash Incentives (Bonuses)

Our executive officers participate in the Annual Incentive Program (AIP), which is part of our 2012 Omnibus Plan that was approved by our stockholders in May 2012. Our AIP is designed to reward our executives for effectively managing the Company’s investment dollars in the safe and efficient growth of sales volumes, reserves and cash flows by focusing on the following performance criteria:

•      Reserve Additions		•      EBITDAX/BOE
•      Sales Volumes		•      Total Recordable Incident Rate
•      Capital Expenditures

Capital expenditure and cash flow margin targets are incorporated in the incentive compensation program to incentivize financial discipline and cost management. We believe these five metrics together provide the best, most direct means of aligning the actions of our executive officers and employees in the short term to position their target opportunities above the 75th percentilecompany to deliver superior total stockholder returns over the long term.

In February 2013, the Committee established a baseline AIP performance hurdle for the NEOs of $3.1 billion of Cash Flow from Operating Activities (Net cash provided by (used in) operating activities) as calculated in the Consolidated Statements of Cash Flows, but excluding the effect of any significant (i.e., $100 million or greater) legal settlements/satisfaction of judgments (as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Sources of Cash — Operating Activities) for the fiscal year as published in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. If this performance hurdle was not achieved, the NEOs subject to Section 162(m) of the benchmark data.IRC would earn no AIP bonuses for the year under the 2012 Omnibus Plan. If the performance hurdle was met, the bonus

			41

---

Compensation Discussion and Analysis

pool would be funded at the maximum bonus opportunity level for each NEO. The Committee may apply negative discretion in determining actual awards, taking into consideration our actual performance against corporate annual performance goals, each individual officer’s performance and contributions, and other factors. The Committee does not have the discretion to increase bonuses above funded amounts. The AIP bonus pool was fully funded for the 2013 performance year because the Company exceeded the established performance hurdle.

If the initial performance hurdle is met, the Committee uses the following formula as a guideline for determining individual bonus payments:

Individual base salary earnings for the year

X

Individual target bonus opportunity (equal to a % of base salary)

X

AIP performance score %

+/-

Individual performance adjustments (if any)

=

Actual bonus earned

Individual Target Bonus Opportunities. Individual target bonus opportunities are set as a percentage of base salary. Executive officers may earn from 0% up to 200% of their individual bonus target. The bonus targets for 2010the NEOs for 2013 are shown in the table below. As part ofFollowing its annual review of executive compensation in 2010,November 2013, the Compensation Committee made no changes to the NEOs’NEO bonus targets for 2011.

		Minimum				Target				Maximum
		Payout as a				Payout as a				Payout as a
Name		% of Salary				% of Salary				% of Salary
Mr. Hackett			0	%			130	%			260	%
Mr. Gwin			0	%			95	%			190	%
Mr. Walker			0	%			100	%			200	%
Mr. Meloy			0	%			95	%			190	%
Mr. Daniels			0	%			95	%			190	%

37

2014.

---

Name		Minimum Payout as a % of Salary					Target Payout as a % of Salary					Maximum Payout as a % of Salary
Mr. Walker				0%					130%					260%
Mr. Gwin				0%					95%					190%
Mr. Meloy				0%					95%					190%
Mr. Daniels				0%					95%					190%
Mr. Reeves				0%					95%					190%

42

---

Compensation Discussion and Analysis

AIP Performance Score.  In determining the The Company’s AIP performance score underfor 2013 was based on the Company’s AIPachievement of targeted levels of performance for 2010, the Compensation Committee approved the following internal operational, financial and safety measures and weightings:

goals:

Performance Goals		Purpose
Operational: •  Reserve Additions •  Sales Volumes	Operational Measures (Reserve Additions and Production Volumes)—	The primary business objectives for an exploration and production company are to find reserves at a competitive cost while generating economic value for its stockholders and produce reserves.assuring that these reserves are prudently converted into production and cash flow. Including specific operational goals on reserve additions (before(excluding price revisions, acquisitions and divestitures) and productionsales volumes provides a direct line of sight for our operations personnelemployees and gives them a direct stake in our operational successes.
Financial(1): •  Capital Expenditures •  EBITDAX/BOE
	•	Financial Measures (Capital Expenditures and EBITDAX/Barrel of Oil Equivalent (BOE)) — These financial measuresgoals focus on financial discipline and encourage employees to manage costs relative to gross margins and the commodity price environment. For AIP purposes, EBITDAX/BOE is calculated as earnings before interest, taxes, depreciation, depletion, amortization, impairments and exploration expenses divided by sales volumes for the year. It excludes results from financial instruments, gains/losses on sales of assets and other income/expense items.
Safety: •  Total Recordable Incident Rate
	•	Safety— The health and safety of our employees is very important to us and critical to our success. Accordingly, we include among our performance metricsgoals a target total recordable incident rate per 100 employees so that employees are focused on maintaining a safe work environment.

(1)	•	Cash Cost Management Factor— This factor acts as a potential multiplier onFor AIP purposes, Capital Expenditures excludes the AIP performance resultscapital expenditures of WES and WGP, expenditures for 2010 (as calculated below)acquisitions, and certain other expenditures including capital associated with assets expected to be divested and capital that is intended to encourage employees to focus on efficiencies that impact controllable cash costs. The cash cost management factorcarried or subsequently reimbursed by another party. EBITDAX/BOE is calculated as oilearnings before interest, taxes, depreciation, depletion, amortization, and gas lease operating expense plus general and administrative expenseexploration expenses divided by total sales volumes.volumes for the year. For AIP purposes, it excludes hedging arrangements, gains/losses on sales of assets, and other non-operating income/expense items.

In both approving

			43

---

Compensation Discussion and Analysis

As illustrated in the charts below, the Committee establishes increasingly challenging annual operational performance goals under our AIP to generate competitive returns and measuringadvance our longer-term growth objectives, without compromising the Company’ssafety of our employees. For 2013 the Committee again increased the targeted goals for reserve additions, sales volumes and safety performance against those(as compared to the targets established for 2012) and the Company outperformed each goal with record-setting operational results and a continued commitment to safety.

(1)	U.S. Oil and Natural Gas Industry averages for 2011 and 2012 as published in the American Petroleum Institute Workplace Injuries and Illnesses Safety (WIIS) Report for 2003 - 2012. The 2013 data is not yet available.

For 2013 the Company also outperformed the targeted financial goals established by the Compensation Committee may use its discretion in determining the extent to which such goals or results properly reflect the Company’s achievement of overall business objectives, including any material changesfor Capital Expenditures and EBITDAX/BOE (as reflected in the Company’s operations or business objectives duringtable below), which demonstrates our continued commitment to financial discipline by spending efficiently and maximizing margins. Because the coursetargeted performance levels for Capital Expenditures and EBITDAX/BOE may fluctuate each year based on the oil and gas operating budget approved by the Board of a givenDirectors and the commodity price environment in which we operate, historical performance charts are not helpful for these two performance goals. The Committee believes that the targets established for all of the AIP performance goals are challenging and appropriately require the executive officers to strive for strong performance on key metrics that will result in long-term stockholder value creation.

44

---

Compensation Discussion and Analysis

The relative weighting and the 2013 performance targets were established by the Committee at the beginning of the year. The table below reflects the 2010 target and the 20102013 performance results against each of these specified targets. Each performance goal is capped at 275% and the target for each measure under the AIP:

		Relative								AIP				AIP
		Weighting				AIP Target				Performance				Performance
2010 AIP Performance Goals		Factor				Performance				Results(1)				Score
Reserve Additions (before price revisions and divestitures), MMBOE			25%				310				329				33%
Production Volumes, MMBOE			25%				231				235				35%
Capital Expenditures, $MM			20%			$	5,600			$	5,238				29%
EBITDAX/BOE, $			20%			$	25.88			$	28.43				25%
Total Recordable Incident Rate (Safety)			10%				0.70				0.69				11%
Sub-total			100%												133%
Cash Cost Management Factor(2)			£10% Multiplier			$	9.30			$	8.40				x1.10
Total															146%

total AIP score cannot exceed 200%.

2013 AIP Performance Goals		Relative Weighting Factor		AIP Target Performance					AIP Performance Results(1)					AIP Performance Score(1)
Reserve Additions (before price revisions and divestitures), MMBOE		25%				454					514.3			52%
Sales Volumes, MMBOE		25%				281					284.2			39%
Capital Expenditures, $MM		20%				7,700					6,954			33%
EBITDAX/BOE($)		20%				31.80					34.79			26%
Total Recordable Incident Rate (Safety)		10%				0.49					0.28			23%
Total		100%												173%

(1)		The Compensation Committee did not make any adjustments to any of the measured 20102013 AIP performance results or overall calculated 20102013 AIP performance score.
(2)		This factor is capped at a 10% multiplier and cannot cause the total AIP performance score to exceed 200%.

Individual Performance Adjustments.  In determining an NEO’s bonus payment, the Compensation The Committee may make an adjustment to an executive officer’s bonus payment based on individual performance. This adjustment allows the

38

---

Compensation Committeeperformance to recognize an individual’s significant contributions that may not be reflected in the overall AIP performance score.

In determining 2010 Such adjustment cannot result in a bonus awardspayment that exceeds the maximum bonus opportunity funded for each NEO by the NEOs,achievement of the Compensationprescribed IRC Section 162(m) performance hurdle. The Committee considereddid not make individual performance adjustments for any NEO’s 2013 bonus payments in recognition of the team effort necessary to drive the Company’s overall performance results for the year which included record sales volumes, above-target reserve growth, industry-leading exploration results and strong stock performance. The Compensation Committee also considered the executive leadership that was exhibited to achieve this performance in the midst of numerous challenges impacting the Company and the energy industry, including the Deepwater Horizon events, continued global and domestic economic uncertainty, low natural gas prices and an uncertain political and regulatory environment. Although the Company delivered strong performance during 2010 in the midst of these challenges, Messrs. Hackett and Walker each requested that their individual AIP awards not exceed the Company’s AIP performance score. This request was a reflection of their belief that, to the extent the Compensation Committee determined to make individual awards greater than the Company’s AIP performance score, the other NEOs should be given credit for their extraordinary accomplishments during 2010. In light of the foregoing requests and based upon the Compensation Committee’s overall assessment of Company and individual NEO performance, the Compensation Committee determined that it was appropriate to award bonuses to Messrs. Hackett and Walker equal to the Company’s overall 146% AIP performance score. The Compensation Committee awarded bonuses of 175% of target to Messrs. Gwin, Meloy and Daniels, which included individual performance-based adjustments, relative to the Company’s AIP performance score, to recognize their leadership and individual contributions in their respective areas as more fully described below:

	•	For Mr. Gwin in recognition of his efforts in strengthening the Company’s balance sheet by refinancing $3.0 billion of its 2011 and 2012 scheduled maturities with longer-term debt and replacing its $1.3 billion revolving credit facility maturing in 2013 with a five-year $5.0 billion senior secured revolving credit facility, which enhanced the Company’s liquidity. The award for Mr. Gwin also recognizes his critical role in representing the Company’s interests surrounding the Deepwater Horizon events.
	•	For Mr. Meloy in recognition of the Company’s record-setting production and sales volumes and solid execution of the Company’s evaluation and development activities while avoiding the distractions to execution that might have occurred following the Deepwater Horizon events. Under his leadership, the Company’syear-over-year operating achievements continue to add differentiating value for Anadarko stockholders.
	•	For Mr. Daniels in recognition of the Company’s outstanding exploration success in 2010 that created significant growth potential and a strong catalyst for longer-term equity performance. This success was achieved despite being constrained for more than six months from any exploration drilling in the Gulf of Mexico.

success.

Actual Bonuses Earned for 2010.2013. The AIP awards earned for 2010 and paid to each of2013 for the NEOs are shown in the table below and are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

		Base Salary								Target Bonus								AIP								Individual
		Earnings for								as% of Base								Performance								Performance								Actual Bonus				Actual Bonus
Name		2010								Salary								Score								Adjustments								Award ($)				Award (%)
Mr. Hackett		$	1,567,500				X				130	%			X				146	%			+			$	0				=			$	2,975,115				146	%
Mr. Gwin		$	657,500				X				95	%			X				146	%			+			$	181,141				=			$	1,093,094				175	%
Mr. Walker		$	704,039				X				100	%			X				146	%			+			$	0				=			$	1,027,896				146	%
Mr. Meloy		$	575,000				X				95	%			X				146	%			+			$	158,412				=			$	955,937				175	%
Mr. Daniels		$	575,000				X				95	%			X				146	%			+			$	158,412				=			$	955,937				175	%

Name		Base Salary Earnings for 2013($)										Target Bonus as % of Base Salary										AIP Performance Score										Individual Performance Adjustments										Actual Bonus Award ($)
Mr. Walker				1,300,000			X							130%			X							173%			+							0			=							2,923,700
Mr. Gwin				719,038			X							95%			X							173%			+							0			=							1,181,740
Mr. Meloy				611,539			X							95%			X							173%			+							0			=							1,005,064
Mr. Daniels				611,539			X							95%			X							173%			+							0			=							1,005,064
Mr. Reeves				655,769			X							95%			X							173%			+							0			=							1,077,757

			45

---

Compensation Discussion and Analysis

Equity Compensation

The Compensation Committee makes

Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term share performance. This program represents 75% or more of target total compensation opportunity and includes a combination of equity-based awards under(performance units, stock options and restricted stock units) that are performance-based in absolute and relative terms. Pursuant to our Omnibus Plan. AnnualEquity Grant Administration Procedures established by the Committee, annual equity-based awards for NEOsexecutive officers are typically made at the regularly scheduled Committee meeting of the Compensation Committee each

39

---

in November. Equity awards for newly hired NEOs are made on the executive officer’s first day of employment with us. Equityofficers or awards for NEOs made in connection with promotions are made on the date such awards are approved by the Compensation Committee and the grant date is generally effective the date of appointment.

Committee.

Our annual awards are determined based on a targeted dollar value and consist of a combination of stock options, time-based restricted stock units and performance unit awards.value. The 20102013 targeted equity award value (calculated using Meridian’s proprietary incentive valuation models) was allocated 40% in performance units, 35% in non-qualified stock options, 35%and 25% in restricted stock units, and 25% in performance units. This allocation provides a combination of equity-based awards that is performance-based in absolute and relative terms, while also encouraging retention. In addition,For additional details on the useterms of performance unitthese awards and restricted stock units enables us to better manage our potential stock dilution.see page 59.

Performance Units. With respect to the restricted stockperformance units, the Compensation Committee establishes an objectivehas established TSR as the performance criteria for each calendar year that must be achieved before the restricted stock units are awarded to executives the following year. The restricted stock unit awards made in November 2010 were based on the Company’s achievement of the 2009 performance criteria ($1.6 billion of cash flow from continuing operations for fiscal year 2009).

Below iscriterion because it provides a summary of the typical provisions of each of the equity award types:

Equity Award Type		Provisions
Stock Options		•		The term of the grant does not exceed seven years
		•		The exercise price is not less than the market price on the date of grant
		•		Repricing of options to a lower exercise price is prohibited, unless approved by stockholders
		•		Options typically vest pro-rata annually over three years, beginning with the first anniversary of the date of grant
		•		Generally, an executive officer will forfeit any unvested stock options if the executive terminates voluntarily or is terminated for cause prior to the vesting date
Restricted Stock Units		•		Typically vest pro-rata annually over three years, beginning with the first anniversary of the date of grant
		•		Executive officers receive dividend equivalents on the units, but do not have voting rights
		•		Generally, an executive officer will forfeit any unvested restricted stock units if the executive terminates voluntarily or is terminated for cause prior to the vesting date
		•		Executive officers have the ability to defer restricted stock unit awards
Performance Units		•		Performance units are earned based on the Company’s relative total stockholder return (TSR) performance against a specified peer group
		•		Each performance unit is denominated as an equivalent of one share of our stock, with payout based on performance over a specified performance period
		•		Awards are paid in either shares or cash, as determined by the Compensation Committee at the time of grant
		•		Executive officers are awarded a target award, with actual payout ranging from 0% to 200% of the target award
		•		Executive officers do not have voting rights with respect to, and no dividend equivalents are paid on, these awards
		•		Generally, an executive officer will forfeit any unvested performance units if the executive terminates voluntarily or is terminated for cause prior to the end of the performance period
		•		Executive officers have the ability to defer performance unit awards

40

---

Performance Unit Program

The following table reflects the payout scale for the current annual performance unit program:

Final TSR Ranking			1			2			3			4			5			6			7			8			9			10			11			12
Payout as% of Target			200%			182%			164%			146%			128%			110%			92%			72%			54%			0%			0%			0%

The TSR measure provides an external comparison of our performance against an industry peer group. As part of its annual assessment, the Committee considered whether to include additional performance metrics in the performance unit program. The Committee specifically discussed various operational and financial measures, including return measures, but concluded that the performance measures with the strongest correlation to TSR are already included in our AIP. It was also determined that return metrics are not appropriate given the long-natured and upfront-capital requirements of our exploration program as the capital we invest today may not generate cash returns for many years. The Committee believes that such a metric would not appropriately incentivize the executive officers. Instead, the Committee believes that a focus on TSR and growth should improve return over time without requiring a specific return metric. As a result, the Committee determined that a single focus on TSR as the performance criterion for the performance units was appropriate and is consistent with most energy industry peers.

The industry peer group for our most recent awards granted in 2013 is listed below:

•  Apache Corporation		•  EOG Resources, Inc.		•  Occidental Petroleum CorporationNoble Energy, Inc.
•  Chevron Corporation		•  Hess Corporation		•  Pioneer Natural Resources CompanyOccidental Petroleum Corporation
•  ConocoPhillips		•  Marathon Oil Corporation		•  Plains Exploration & ProductionPioneer Natural Resources Company
•  Devon Energy Corporation		•  Noble Energy, Inc.Murphy Oil Company

If any of these peer companies undergoes a change in corporate capitalization or a corporate transaction (including, but not limited to, a going-private transaction, bankruptcy, liquidation, merger consolidation, etc.)or consolidation) during the performance period, the Compensation Committee shall undertake an evaluation to determine whether such peer company will be replaced. The Compensation Committee has pre-approved Murphy Oil Corporation, Nexen, Inc., and Chesapeake Energy Corporation and Talisman Energy as replacement companies (in that order).

46

---

Compensation Discussion and Analysis

The following table reflects the payout scale for the annual performance unit program:

Final TSR Ranking		1					2					3					4					5					6					7					8					9					10					11					12
Payout as % of Target		200%					182%					164%					146%					128%					110%					92%					72%					54%					0%					0%					0%

Below is an example of how the performance unit payout scale works, assuming an executive officer received a target award of 20,000 performance units.

Total Target Award

Performance Period

Target Performance Units for Each Performance Period

Relative TSR

UnitsRanking for the Performance Period

Ranking forPayout %

Each

the

Number of

Total Target

Performance

Performance

Performance

Payout

Performance Units  Earned(1)

Timing of Payout

Award 20,000 performance units

Period

Period

Period

%

Earned(1)

Payout

20,000 performance units

50% tied to a two-year performance period

10,000 (20,000 x 50%)

3rd

164%

16,400 units (10,000 x 164%)

Paid after end of two-year performance period

50% tied to a three-year performance period

10,000 (20,000 x 50%)

10th

0%

0 units (10,000 x 0%)

No payout after end ofthree-year performance period

(1)		Each performance unit earned hasis a valueright to receive a cash payment equal to the closing price of one share of our common stock on the date the Compensation Committee certifies the performance results for the respective performance period.

Stock Options. Stock options vest pro-rata annually over three years, beginning with the first anniversary of the date of grant, and have a term of seven years. The exercise price is not less than the market price on the date of grant and repricing of stock options to a lower exercise price is prohibited, unless approved by stockholders.

Restricted Stock Units. With respect to the restricted stock units, the Committee establishes objective performance criteria for each calendar year that must be achieved before any restricted stock units are awarded to executive officers the following year. If the performance criteria are achieved, the Committee may make awards of restricted stock units to the executive officers. The restricted stock units awarded vest pro-rata annually over three years, beginning with the first anniversary of the grant date. All of the restricted stock unit awards made in November 2013 were made after the Company’s achievement of the 2012 performance criterion, which was to obtain $2.5 billion in Cash Flows from Operating Activities (Net cash provided by (used in) operating activities), as calculated in the Consolidated Statements of Cash Flows for the fiscal year as published in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

			47

---

Compensation Discussion and Analysis

Equity Awards Made During 20102013

On November 9, 2010,6, 2013, the Compensation Committee approved the following annual long-term incentive awards.awards under our 2012 Omnibus Plan for the NEOs. These awards, as well as a description of the methodology for calculating the grant date fair value, are included in the Grants of Plan-Based Awards Table on page 54.

						Number of				Target Number
		Number of				Restricted Stock				of Performance
Name		Stock Options				Units				Units
Mr. Hackett			188,044				79,571				56,837
Mr. Gwin			54,256				22,959				16,399
Mr. Walker			85,189				36,048				25,749
Mr. Meloy			48,586				20,560				14,686
Mr. Daniels			48,586				20,560				14,686

41

59.

---

		Total LTI Grant Date Value($)					Performance Units (40%)										Stock Options (35%)										Restricted Stock Units (25%)
Name							Target # of Units					Grant Date Value($)					# of Stock Options					Grant Date Value($)					# of Units					Grant Date Value($)
Mr. Walker				11,039,373					43,997					4,435,339					148,378					3,848,495					29,945					2,755,539
Mr. Gwin				4,406,940					17,564					1,770,627					59,232					1,536,306					11,954					1,100,007
Mr. Meloy				4,507,133					17,963					1,810,852					60,579					1,571,244					12,226					1,125,037
Mr. Daniels				4,507,133					17,963					1,810,852					60,579					1,571,244					12,226					1,125,037
Mr. Reeves				3,449,489					13,748					1,385,936					46,363					1,202,522					9,357					861,031

In determining these annual awards, the Compensation Committee considered the following factors:

	•	competitive benchmarking data, which reflected an overall flat to downward value of long-term incentive awards at the 50th and 75th percentile levels, respectively;
	•	each executive’s contribution to the successful execution of the Company’s strategic goals for the year;
	•	the leadership and actions demonstrated by the executive team to protect the Company’s and stockholders’ interests in response to the complex business challenges arising from the Deepwater Horizon events; and
	•	the importance of retaining and engaging this executive team for the execution of the Company’s long-term strategy.

Based on these considerations, the Compensation Committee determined that for the NEOs (other than Mr. Hackett), it was appropriate to hold the 2010 annual award values flat relative to their 2009 award values. Influenced by the downward pressure in the competitive benchmarking data at the CEO level and the relative TSR performance at the time of the award, the Compensation Committee approved a 2010 equity award for Mr. Hackett that was approximately 20% less than his 2009 award. These actions position the NEOs’ annual awards in the top quartile of the benchmarking data.

In addition to Mr. Daniels’ annual award discussed above, the Compensation Committee awarded him a special grant of 15,788 restricted stock units, targeted at approximately $1,000,000, to recognize his leadership for the Company’s exceptional exploration achievements in 2010. This award is subject to pro-rata vesting over the next three years, beginning one year from the date of grant.

Performance Units — Results for Performance Periods EndingEnded in 20102013

In February 2011,January 2014, the Compensation Committee certified the performance results for the 20072010 and 20082011 annual performance unit awards withfor the three-year and two-year performance periods, respectively, that ended December 31, 2010.2013. Under the provisions of these awards, the targeted performance units were subject to our relative TSR performance against athe defined TSR peer group.group discussed under the Equity Compensation section on page 46. However, Plains Exploration & Production Company, which was included in the TSR peer group at the time the awards were granted, was acquired in May 2013 and the Committee replaced it with Murphy Oil Company. TSR performance is based on the difference between (1) the average closing stock price for the 30 trading days preceding the beginning of the performance period, and (2) the average closing stock price for the last 30 trading days of the performance period, plus dividends paid for the performance period, and further adjusted for any other distributions or stock splits, where applicable.

For the three-year performance period beginning January 1, 2008 and endingperiods ended December 31, 2013, the performance results and Anadarko’s ranking, as highlighted, were as follows:

2010 the Company’s TSR performance ranked sixth relativeAnnual Award — Three-Year Performance Period (January 1, 2011 to the defined peer group. The defined TSR peer group for the three-year performance period included: Apache Corporation; ConocoPhillips; Devon Energy Corporation; EnCana Corporation; EOG Resources, Inc.; Hess Corporation; Marathon Oil Corporation; Noble Energy, Inc.; Occidental Petroleum Corporation; Pioneer Natural Resources Company and Talisman Energy, Inc. This ranking resulted in a 110% payout as a percent of target.

																		APC
Final TSR Ranking			1			2			3			4			5			6			7			8			9			10			11			12
TSR			79.9%			34.7%			16.2%			14.1%			13.7%			13.3%			7.2%			–8.1%			–12.7%			–13.9%			–14.5%			–34.6%
Payout as % of Target			200%			182%			164%			146%			128%			110%			92%			72%			54%			0%			0%			0%

42

---

For the two-year performance period beginning January 1, 2009 and ending December 31, 2010, the Company’s TSR performance ranked second relative to the defined peer group. The defined TSR peer group for the two-year performance period included: Apache Corporation; Chevron Corporation; ConocoPhillips; Devon Energy Corporation; EOG Resources, Inc.; Hess Corporation; Marathon Oil Corporation; Noble Energy, Inc.; Occidental Petroleum Corporation; Pioneer Natural Resources Company2013)

Final TSR Ranking		1					2					3					4					5					6					APC 7					8					9					10					11					12
TSR		118.4%					82.9%					78.5%					69.5%					59.1%					53.5%					26.8%					13.6%					12.4%					8.5%					-14.4%					-20.3%
Payout as % of Target		200%					182%					164%					146%					128%					110%					92%					72%					54%					0%					0%					0%
2011 Annual Award — Two-Year Performance Period (January 1, 2012 to December 31, 2013)
Final TSR Ranking		1					2					3					4					5					6					7					8					APC 9					10					11					12
TSR		106.3%					69.2%					51.9%					47.5%					43.9%					42.2%					36.3%					27.7%					11.8%					6.6%					-0.3%					-2.3%
Payout as % of Target		200%					182%					164%					146%					128%					110%					92%					72%					54%					0%					0%					0%

48

---

Compensation Discussion and Plains Exploration & Production Company. This ranking resulted in a 182% payout as a percent of target.

						APC
Final TSR Ranking			1			2			3			4			5			6			7			8			9			10			11			12
TSR			380.1%			86.4%			83.1%			80.0%			61.6%			56.8%			50.3%			44.4%			36.8%			28.7%			24.4%			11.9%
Payout as % of Target			200%			182%			164%			146%			128%			110%			92%			72%			54%			0%			0%			0%

Analysis

The following tables listtable lists the number of performance units awarded at minimum, target, and maximum levels and the actual number of performance units earned by the NEOs under the provisions of these awards for the three-year and two-year performance periods that ended December 31, 2010:

		2007 Annual Award
														Actual #
		Minimum #				Target #				Maximum #				Performance Units
Name		Performance Units				Performance Units				Performance Units				Earned
Mr. Hackett			0				43,750				87,500				48,125
Mr. Gwin			0				3,800				7,600				4,180
Mr. Walker			0				10,900				21,800				11,990
Mr. Meloy			0				6,100				12,200				6,710
Mr. Daniels			0				7,050				14,100				7,755

		2008 Annual Award
														Actual #
		Minimum #				Target #				Maximum #				Performance Units
Name		Performance Units				Performance Units				Performance Units				Earned
Mr. Hackett			0				70,300				140,600				127,946
Mr. Gwin			0				9,650				19,300				17,563
Mr. Walker			0				22,500				45,000				40,950
Mr. Meloy			0				9,800				19,600				17,836
Mr. Daniels			0				11,750				23,500				21,385

2013:

		2010 Annual Performance Unit Award																									2011 Annual Performance Unit Award
Name		Minimum # Units					Target # Units					Maximum # Units					Actual # Units Earned										Minimum # Units					Target # Units					Maximum # Units					Actual # Units Earned
Mr. Walker				0					12,875					25,750					11,845										0					8,178					16,356					4,416
Mr. Gwin				0					8,200					16,400					7,544										0					4,902					9,804					2,647
Mr. Meloy				0					7,343					14,686					6,756										0					5,032					10,064					2,717
Mr. Daniels				0					7,343					14,686					6,756										0					5,032					10,064					2,717
Mr. Reeves				0					6,418					12,836					5,905										0					3,837					7,674					2,072

Indirect Compensation Elements

As identified in the table below, the Company provides certain benefits and perquisites (considered indirect compensation elements) that are considered typical within our industry and necessary to attract and retain executive talent. The value of each element of indirect compensation is generally structured to be competitive within our industry.

Indirect Compensation Element				Primary Purpose
Retirement Benefits		• •		Attracts talented executive officers and rewards them for extended service Offers secure and tax-advantaged vehicles for executive officers to save effectively for retirement
Other Benefits (for example, health care, paid time off, disability and life insurance) and Perquisites		• •		Enhances executive welfare and financial security Provides a competitive package to attract and retain executive talent, but does not constitute a significant part of an executive officer’s compensation
Severance Benefits		• •		Attracts and helps retain executives in a volatile and consolidating industry Provides transitional income following an executive’s involuntary termination of employment

Retirement Benefits

Our executive officers participate in the following retirement and related plans:

Anadarko Employee Savings Plans. The Anadarko Employee Savings Plan or 401(k) Plan,(401(k) Plan) is a tax-qualified retirement savings plan that allows participating United StatesU.S. employees to contribute up to 30% of eligible compensation, on a before-tax basis or on an after-tax basis (via a Roth or traditional after-tax contribution), into their 401(k) Plan accounts. Eligible compensation for NEOs includes base salary and AIP bonus payments. Under the 401(k) Plan, we match an amount equal to one dollar for each dollar contributed by participants up to six percent of their total eligible compensation. This planThe 401(k) Plan is subject to applicable Internal Revenue Service, or IRS,IRC limitations regarding contributions under this plan.participant and Company contributions. Due to IRSIRC limitations that restrict the amount of benefits payable under tax-qualified plans, we also sponsor a non-qualified Savings Restoration Plan. The Savings Restoration Plan accrues a benefit substantially equal to the amount

			49

---

Compensation Discussion and Analysis

excess, if any, of Company matching and Personal Wealth Account (PWA) contributions that in the absence of any IRS limitations, would have been allocated to an employee’sa participant’s 401(k) Plan account aseach year without regard to the IRC limitation over amounts that were, in fact, allocated to a matching contribution underparticipant’s account. For additional details on the 401(k) Plan. The Savings Restoration Plan permits participants to allocate the matching contributions among a group of notional accounts that mirror the gainsand/or losses of various investment funds provided in the 401(k) Plan (but excluding the Company stock fund). Notional earnings are credited to their account based on the market rate of return provided by the investment funds.

43

---

see page 67. Amounts deferred, if any, under the 401(k) Plan and the Savings Restoration Plan (collectively, the Savings Plans) by the NEOs are included, respectively, in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. Our matching contributions allocated to the NEOs under the 401(k) Plan and the Savings Restoration PlanPlans are included in the “All Other Compensation” column of the Summary Compensation Table.

Pension Plans. Anadarko provides funded, tax-qualified retirement benefits for all United StatesU.S. employees. Due to IRSIRC limitations that restrict the amount of benefits payable under tax-qualified plans, we also sponsor non-qualified restoration plans that cover the NEOsexecutive officers and certain other employees. The pension plans do not require contributions by employeesparticipants and an employeea participant becomes vested in his or her benefit at the completion of three years of service as defined in the pension plans. CompensationEligible compensation covered by the pension plans for the participants includes base salary and AIP bonus payments.

Messrs. HackettWalker and WalkerReeves each have certain supplemental retirement benefits under our non-qualified Retirement Restoration Plan. The Retirement Restoration Plan provides that Mr. Hackett will receive aprovide for special service credit to be applied towards his eligibility for our retiree medical and dental benefit programs. This benefit will accrue in a manner similar to the special pension crediting in Mr. Hackett’s employment agreement, which was provided to account for certain retirement benefits from his prior employer that were foregone when he was hired by Anadarko in 2003. The plan also provides for a one-time service creditcredits of eight years to Mr. Walkerand five years, respectively, if he remainsthey each remain employed by us until the age of 55. ThisMessrs. Walker and Reeves vested in these benefits in 2012. The service credit will becredits are considered applicable service towards our retirement benefit programs, including pension and retiree medical and dental benefits. These supplemental retirement benefits were provided to Mr.Messrs. Walker and Reeves in 2007 to recognize that he was athey were mid-career hirehires that we would like to retain for the remainder of his career.their careers. Providing himthem additional service credits recognizes a portion of histheir prior industry experience and service years which directly benefit us and our stockholders. The accrued benefits related to these special pension credits are discussed in the Pension Benefits Table on page 60. The Compensation Committee does not intend to grant any additional pension credits to our executive officers at this time.

Messrs. Hackett andMr. Meloy are bothis eligible to receive supplemental pension benefits upon meeting certain employment conditions under the terms respectively, of Mr. Hackett’s amended and restated employment agreement, which was entered into in November 2009 (2009 Employment Agreement), and Mr. Meloy’shis retention agreement, which was entered into in August 2006 in connection with the closing of the Kerr-McGee acquisition (2006 Retention Agreement). Details of Mr. Hackett’s 2009 Employment Agreement are discussed further in theEmployment Agreementssection beginning on page 48.

The details of Mr. Meloy’s 2006 Retention Agreement, including the accrued benefits for each of the NEOs, including the benefits related to any special service credits are discussed further in the Pension Benefits Table on page 60.

66. The Committee does not intend to grant any additional pension credits to executive officers and has not done so since 2007.

Other Benefits

In addition to the retirement benefits discussed above, we also

We provide other benefits such as medical, dental, and vision insurance, flexible spending and health savings accounts, paid time off, payments for certain relocation costs, disability coverage and life insurance to each NEO.executive officer. These benefits are also provided to all other eligible United States basedU.S.-based employees. Certain employees, including the NEOsexecutive officers, are eligible for participation in the Company’s Management Life Insurance Plan, which provides an additional life insurance benefit of two times base salary.

We also maintain asalary, and the Deferred Compensation Plan, for certain employees, including the NEOs. This Planwhich allows employeesparticipants to voluntarily defer receipt of up to 75% of their salaryand/or up to 100% of their AIP bonus payments and allocate the deferred amounts among a group of notional accounts that mirror the gainsand/or losses of various investment funds provided in the 401(k) Plan (but excluding the Company stock fund). In general, deferred amounts are distributed to the participant upon termination or at a specific date as elected by the participant. We do not subsidize or match these deferred amounts.payments. Details regarding the Deferred Compensation Plan and participation in the plan by the NEOs can be found in the Non-Qualified Deferred Compensation Tableare discussed beginning on page 61.

44

67.

---

50

---

Compensation Discussion and Analysis

Perquisites

We provide a limited number of perquisites to the NEOs.executive officers. These perquisites are assessed annually by the Compensation Committee as part of the total competitive reviewreview. The expenses related to the perquisites are imputed and includeconsidered taxable income to the following:

	•	Financial Counseling, Tax Preparation and Estate Planning— Executive officers are eligibleexecutive officers as applicable. We do not provide any tax gross-ups on these perquisites. The perquisites provided to receive reimbursement for eligible expenses up to a specified annual maximum. For 2010, financial counseling and tax preparation benefits were reimbursed up to a maximum of $21,195 in the first year of use and up to a maximum of $12,690 for each following year. The estate planning services are made available to executive officers on an as-needed basis and the services have typically been utilized once every three years. All expenses related to financial counseling, tax preparation and estate planning are considered taxable income to the executive officer. Mr. Hackett has voluntarily declined to utilize the financial planning, tax preparation and estate planning perquisites offered by us.
	•	Executive Physical Program— Executive officers are eligible to receive reimbursement for an annual physical exam.
	•	Personal Excess Liability Insurance— We pay an annual premium to maintain excess liability coverage on behalf of each officer. The annual premium is imputed and considered taxable income to the officer.
	•	Personal Use of Company Aircraft— We maintain aircraft for business travel purposes. Officers may, from time to time, utilize such aircraft for personal travel. When so utilized, the compensation related to such personal use is imputed and considered taxable income to the executive officer as required by applicable statutes and regulations.
	•	Club Memberships— We reimburse certain executive officers for monthly dues and any additional business expenses related to club memberships.
	•	Entertainment Events and Other— We purchase tickets to various sporting and entertainment events for business purposes. We have also leased recreational facilities for business purposes. If not used for business purposes, we may make these tickets and facilities available to our employees, including our executive officers, as a form of recognition and reward for their efforts.
	•	CNG Vehicle— To promote our business interests and the use of natural gas as a clean alternative fuel, we have provided Mr. Hackett the use of a Compressed Natural Gas (CNG) vehicle. Mr. Hackett’s personal use, including commuting to work, is imputed and considered taxable income.

As required by the Board, we provide secondary monitoringexecutive officers are as follows:

Financial Counseling, Tax Preparation and Estate Planning

Annual Physical Exam Program

Personal Excess Liability Insurance

Limited Personal Use of Company Aircraft

Club Memberships

Limited Personal Use of Company Facilities and Event Venues

Mr. Hackett’s existing home security system. Pursuant to our security policy, we also require Mr. HackettWalker has a personal usage limit allowing him to use ourCompany aircraft for a limited amount of personal use as well as business travel. Any timetravel and, to the extent his usage exceeds such amount, requiring him to reimburse the Company pursuant to a time-sharing agreement. The prior year’s aggregate incremental direct operating costs for each aircraft is used to calculate the value of personal usage. Mr. Hackett uses our aircraft forWalker is allowed up to $250,000 of personal use, although it is understood that he engages in business activities while in flight, compensation is imputed to Mr. Hackett for that use and for any passengers that accompany Mr. Hackett in accordance with the Internal Revenue Code of 1986, as amended, or the IRC. Personal use includes his participation on outside boards, which directly and indirectly benefits Anadarko.

usage annually.

The valuesincremental costs of the various perquisites provided are included in the “All Other Compensation” column of the Summary Compensation Table on page 52. Individual perquisite values (or the incremental cost of a perquisite, as applicable) are disclosed57 and in the All Other Compensation Table and supporting footnotes following the Summary Compensation Table on page 53. We do not provide any tax58.

gross-ups on these perquisites.

Severance Benefits

Post-termination andchange-of-control severance benefits are typical within our industry and theindustry. The Company currently provides the severance benefits described below to its NEOs. We believe theseexecutive officers. These plans are an essential component of our executive compensation program and are necessary to attract and retain executive talent in a highly competitive market, provide continuity of management in the event of an actual or threatenedchange-of-control change of control and provide executive officers with the security to make decisions that are in the best long-term interest of the stockholders. On a periodic basis, the Compensation Committee, in consultation

45

---

with its executive compensation consultant, will review, consider and adjust, as the Compensation Committee deems necessary and appropriate, the provisions of post-termination and change-of-control severance andchange-of-control benefits provided to executives. In connection with any such review, the Compensation Committee will determine whether and to what extent severance benefits should be promised and the appropriate level of compensation payable in a severance orchange-of-control context. The Compensation Committee will take into consideration other arrangements that may exist for an executive so asofficers to ensure that such arrangements serve the entire compensation package isCompany’s interests in retaining key executives, are consistent with the Compensation Committee’s executive compensation philosophy.

market practice and are reasonable.

Officer Severance Plan. Our NEOsexecutive officers are eligible for benefits under the Officer Severance Plan. Benefits provided under this plan may vary depending upon the executive officer’s level within the organization and years of service with us and are made at the discretion of the Compensation Committee. Executive officers receiving benefits under the Officer Severance Plan are required to execute an agreement releasing us from any and all claims from any and all kinds of actions arising from the executive officer’s employment with us or the termination of such employment.

In 2010, the Compensation Committee, following a comprehensive review of executive Mr. Walker does not participate in this plan as his severance benefits andare included in consultation with its executive compensation consultant, reduced the level of executive severance benefits following an involuntary not for cause termination (as definedhis Severance Agreement, which is described on page 63) by eliminating: (1) the special retirement benefit enhancement, except for in special cases as may be approved by the 54.

			51

---

Compensation Committee;Discussion and (2) the post-termination financial planning benefits. As a result, theAnalysis

The typical severance benefits that may be provided for our executive officers following the occurrence of such an involuntary termination event include:(as described on page 69) include the following:

a payment equal to two times annual base salary plus one year’s target bonus under our AIP;

if provided, a pro-rata bonus under our AIP for the year of termination, which will be payable at the end of the performance period, based on actual Company performance as certified by the Committee;

	•	a payment equal to 2 times the officer’s annual base salary plus one year’s target bonus under our AIP;
	•	if provided, a pro-rata bonus under our AIP for the year of termination, which will be payable at the end of the performance period, based on actual Company performance as certified by the Compensation Committee;
	•	if applicable, the present value of retiree life insurance;
	•	the option to continue existing medical and dental coverage levels at current active employee rates for up to 6 months. After 6 months, we will pay the cost of COBRA until the first to occur of (a) 18 months or (b) obtaining comparable coverage as a result of employment with another employer;
	•	the vesting of some or all unvested restricted stock, unvested restricted stock units and stock options; and
	•	a payout, if any, of outstanding performance units that will be made at the end of the performance period based on actual Company performance results.

if applicable, the present value of retiree life insurance;

the option to continue existing medical and dental coverage levels at current active employee rates for up to six months. After six months, we will pay the cost of COBRA until the first to occur of (a) 18 months or (b) the officer obtaining comparable coverage as a result of employment with another employer;

the vesting of some or all unvested restricted stock, unvested restricted stock units and stock options; and

a payout, if any, of outstanding performance units, which will be made at the end of the performance period based on actual Company performance results.

Key EmployeeChange-of-Control Contracts. We have entered into key employeechange-of-control contracts with all of our executive officers, including the NEOs, with the exception of Mr. HackettWalker, whosechange-of-control severance benefits are included in his employment agreement,Severance Agreement, which was effective as of November 2009 and is described on page 48. These key employeechange-of-control54. contracts have an initial three-year term that is automatically extended for one year upon each anniversary, unless either party provides notice not to extend.

If we experience achange-of-control change of control (as defined on page 63)69) during the term of the executive officer’s contract, then the contract becomes operative for a fixed three-yearspecified protection period. These contracts generally provide that the executive officer’s terms of employment (including position, work location, compensation and benefits) will not be adversely changed during the three-year period after achange-of-control.protection period. If we (or any successor in interest) terminate the executive officer’s employment (other than for cause (as defined on page 63)69), death or disability), the executive officer terminates for Good Reasongood reason (as defined on page 63)70) during such three-yearprotection period, or upon certain terminations prior to achange-of-control change of control or in connection with or in anticipation of achange-of-control, change of control, the NEOexecutive officer is generally entitled to receive certain payments and benefits. In 2013, no payments were paid under the following payment and benefits:

change-of-control contracts.

52	•	earned but unpaid compensation;

46

---

Compensation Discussion and Analysis

---

In February 2011, the Committee approved changes to the contracts that reduced the level of post-change-of-control severance benefits under the Key Employee Change-of-Control Contracts, on a prospective basis, for newly appointed and newly hired executive officers who are not otherwise subject to an existing agreement. The table below summarizes the general provisions of the contracts (our current NEOs have contracts that were entered into prior to February 2011).

Key Employee Change-of-Control Contracts Entered Into Prior to February 2011				Key Employee Change-of-Control Contracts Entered Into Post-February 2011
•		Initial three-year term automatically extended each year unless either party provides notice not to extend		•		Initial three-year term automatically extended each year unless either party provides notice not to extend
•		Modified single-trigger provision(1)		•		Double-trigger provision(2)
•		Three-year protection period		•		Two-year protection period
•		2.9 times the executive officer’s base salary plus AIP bonus (based on highest AIP bonusesbonus paid over the last three years);
	•	the present value	2.9 times base salary plus AIP bonus (based on highest AIP bonus paid over last three years)
•		Up to three additional years of the investments credited to the executive officer undermatching contributions into the Savings Plans and theRestoration Plan		•		Up to three additional years of matching contributions that would have been made had the executive officer continued to participate ininto the Savings Plans for up to an additional three years; andRestoration Plan
•
	•	the present valueUp to three additional years of the accrued retirement benefitage and service credits under the Company’s retirement and pension plans		•		Up to three additional years of age and service credits under the Company’s retirement and pension plans
•		Three years continuation of medical, dental, and life insurance benefits		•		Three years continuation of medical, dental, and life insurance benefits
•		Three years of financial planning benefits		•		No continuation of financial planning benefits
•		Excise tax gross-up(3)		•		Best-of-net tax provision (i.e., no tax gross-up by the Company)(4)
•		Outplacement services up to a maximum of $30,000		•		Outplacement services up to a maximum of $30,000
•		Officer is subject to a confidentiality provision		•		Officer is subject to a confidentiality provision

(1)	A good reason provision allowing an executive officer to terminate for any reason during the 30-day period immediately following the first anniversary of a change of control and receive severance benefits.

(2)	Severance payments are made only in the event of both a change of control and the additional retirement benefits, including retiree medical, whichtermination of the executive would have received hadofficer’s employment without cause or for good reason during the applicable protection period.

(3)	The executive officer will be entitled to receive a payment in an amount sufficient to make the executive whole for any excise tax on excess parachute payments imposed under IRC Section 4999.

(4)

Requires the Company to either (1) reduce the amount of certain severance benefits otherwise payable so that such severance benefits will not be subject to the tax imposed by IRC Section 4999, or alternatively (2) pay the full amount of severance benefits to the executive officer continued service(but with no tax gross-up), whichever produces the better after-tax result for up to an additional three years.the executive officer.

In addition, the

			53

---

change-of-control contracts provide for a continuation of various medical, dental, disabilityCompensation Discussion and life insurance benefits and financial counseling for a period of up to three years. The contracts also provide for outplacement services and the payment of all legal fees and expenses incurred by the executive officer in enforcing any right or benefit provided by thechange-of-controlAnalysis contract. The executive will also be entitled to receive a payment in an amount sufficient to make the executive whole for any excise tax on excess parachute payments imposed under IRC Section 4999. The Company does not pay the executive’s normal income taxes.

As a condition to receipt ofchange-of-control severance benefits, the executive officer must remain employed by us and provide services commensurate with his or her position until the executive officer is terminated pursuant to the provisions of the contract. The executive officer must also agree to retain in confidence any and all confidential information known to him or her concerning us and our business so long as the information is not otherwise publicly disclosed. In 2010, no amounts

Change of Control — Treatment of Outstanding Unvested Equity Awards. The treatment of unvested outstanding equity awards upon a change of control of Anadarko is prescribed by the applicable plan document under which the awards were paidgranted. The Company’s 2008 Omnibus Plan, which governs awards made prior to May 15, 2012, included a single-trigger provision for the accelerated vesting of equity awards upon a change of control. All outstanding awards to the NEOs under thechange-of-control contracts.

As part 2008 Omnibus Plan will be fully vested by the end of 2014. The 2012 Omnibus Plan, which governs awards made on or after May 15, 2012, includes a double-trigger provision that provides that, unless otherwise specified in the award agreement, there is only accelerated vesting of awards in the event of both a change of control of the comprehensive reviewCompany and the termination of executive severance benefits conducted over the past year, and in consultation with its executive compensation consultant,participant’s employment without cause or for good reason during the Compensation Committee confirmed that it was appropriate to honor and preserveapplicable protection period. All equity awards issued under the existing provisions of thechange-of-control2012 Omnibus Plan contain this double-trigger feature. contracts that have been executed with the Company’s current executive officers, including the NEOs. The Compensation Committee further recognizes that good governance practices with respect to executive compensation require certain prospective changes to our programs. In February 2011, the Compensation Committee approved the following changes to thechange-of-control severance benefits provisions, on a prospective basis, for newly appointedand/or newly hired senior executives who are not otherwise subject to an existing agreement:

	•	eliminated as a definition of Good Reason the modified single trigger provision that allowed an executive to terminate for any reason during the30-day period immediately following the first anniversary of achange-of-control and receive severance benefits and replaced it with a double trigger provision;
	•	reduced the severance protection period from three years to two years following the effective date of achange-of-control;
	•	eliminated post-termination financial planning benefits; and
	•	eliminated the taxgross-up provision that obligates the Company to pay an additional amount to a senior executive if his or her benefits are subject to the tax imposed on excess parachute payments by IRC Section 4999 and replaced it with a provision that requires the Company either (1) to reduce the amount of certain severance benefits otherwise payable so that such severance benefits will not be subject to the tax imposed by IRC Section 4999, or alternatively (2) to pay the full amount of severance benefits to the senior executive (but with no taxgross-up), whichever produces the better after-tax result for the senior executive (often referred to as the best-of-net approach).

Change-of-Control — Equity Plans.  In addition to thechange-of-control benefits discussed above, our equity plans provide the following upon achange-of-control of Anadarko:

	•	outstanding options and stock appreciation rights that are not vested and exercisable become fully vested and exercisable;
	•	the restrictions on any outstanding restricted stock and restricted stock units lapse; and

47

---

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTS

	•	if any performance unit awards or performance-based restricted stock or restricted stock unit awards are outstanding, they become fully vested and the performance goals are deemed to be earned at target.

We believe this “single-trigger” treatment in our stock plans is appropriate because it ensures that continuing employees are treated the same as terminated employees, and is particularly appropriate for performance-based equity given the potential difficulty of replicating or meeting the performance goals after thechange-of-control.

Director and Officer Indemnification Agreements

We have entered into indemnification agreements with our directors and certain executive officers, in part to enable us to attract and retain qualified directors and executive officers. These agreements require us, among other things, to indemnify such persons against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expenses for proceedings for which they may be indemnified, and to cover such person under any directors’ and officers’ liability insurance policy that we may maintain from time to time. These agreements are intended to provide indemnification rights to the fullest extent permitted under applicable Delaware law and are in addition to any other rights our directors and executive officers may have under our Restated Certificate of Incorporation, By-Laws and applicable law.

AGREEMENTS WITH EXECUTIVE OFFICERS

Employment AgreementsMr. Walker — Severance Agreement

We have

At the time the Board announced Mr. Walker’s appointment to President and CEO in 2012, the Committee determined that Mr. Walker’s employment should be continued on an at-will basis. On February 16, 2012, the Company and Mr. Walker entered into an employment agreement witha Severance Agreement to combine and restructure certain severance benefits previously provided to him under the Officer Severance Plan and through his key employee change-of-control contract. Effective May 15, 2012, Mr. HackettWalker was no longer eligible to receive benefits under the Officer Severance Plan and a retention agreement with Mr. Meloy. Both agreements are discussed below.

Mr. Hackett — Employment Agreement

Atwaived the requestseverance benefits under his key employee change-of-control contract, thereby reducing the level of change-of-control severance benefits that he was formerly eligible to receive. The general provisions of the Company, Mr. Hackett entered intoSeverance Agreement are described in the 2009 Employment Agreement, which replaced in its entirety Mr. Hackett’s previous Employment Agreement dated December 11, 2006, as amended (2006 Employment Agreement). The primary purpose of the amendments to the 2006 Employment Agreement was to ensure that performance-based compensation elements (annual bonus and performance units) related to certain termination events complied with IRC Section 162(m), including the 2008 Revenue Ruling that impacts compensation tied to performance periods beginning January 1, 2010. The amendment is intended to comply with this Revenue Ruling and preserve meaningful cost savings for the Company. Under the terms of the 2009 Employment Agreement, Mr. Hackett receives a minimum annual base salary (currently $1,567,500), and is eligible for an annual incentive cash bonus at a target of not less than 130% of annual base salary with a maximum annual incentive cash bonus of 260% of base salary. This agreement also outlines certain payments and benefits to be paid to Mr. Hackett under various termination scenarios, including the following:

tables below:

			•	Severance Benefits Outside of a without cause (involuntary) termination (as defined on page 63 or termination for Good Reason (as defined on page 63);Change of Control
•		Prorated annual bonus based on actual performance for the year of termination
•	•	Two times the sum of his annual base salary and annual target bonus for the year of termination
•		Up to six months continued participation in the Company’s medical and dental care plans at active employee rates and reimbursement for the cost of up to 18 additional months of COBRA continuation coverage

54

---

Compensation Discussion and Analysis

Change-of-Control Severance Benefits
•		Double-trigger provision (requiring both a without cause (involuntary)change-of-control and a termination of employment)
•		Three-year protection period following Change of Control
•		2.5 times salary plus the higher of target bonus for the year of termination or terminationthe average bonus for Good Reason within threethe last two years after achange-of-control, or termination in anticipation of achange-of-control;
•		Up to three additional years of matching contributions into the Savings Restoration Plan
•	•	termination for death or disability;Up to three additional years of age and service credits under the Company’s retirement and pension plans
•		Three years continuation of medical, dental, and life insurance benefits
•	•	voluntary termination (other than for Good Reason).Best-of-net tax provision (i.e., no tax gross-up by the Company)
•		Outplacement services up to a maximum of $30,000
•		Subject to a confidentiality provision

The above scenarios are discussed in more detail beginning on page 63. We will provide agross-up payment to Mr. Hackett to the extent any of the above payments become subject to the federal excise tax relating to excess parachute payments. Pre-change-of-control severance benefits are conditioned upon the execution of a mutual release between us and Mr. Hackett.

The 2009 Employment Agreement also provides that since Mr. Hackett remained employed by us through December 3, 2008, he received a special pension benefit, computed so that his total pension benefits from us will equal those to which he would have been entitled if his actual years of employment with us were doubled. This service-crediting provision was implemented when Mr. Hackett was hired in order to compensate for projected retirement benefits forgone in leaving his former employer.

48

---

Mr. Meloy — Retention Agreement

In August 2010, the Company entered into a retention agreement (2010 Retention Agreement) with Mr. Meloy to retain his continued services and leadership to the Company for the next two years. The Compensation Committee determined that retaining him is necessary to ensure that the Company is able to successfully execute on its business strategy in light of ongoing events in the Gulf of Mexico. Under the terms of the agreement, Mr. Meloy received a one-time cash retention payment of $5,000,000, less applicable taxes, and must remain with the Company through August 2, 2012, in order to realize the full value of the retention payment. If Mr. Meloy resigns (including retirement) from the Company without Good Reason (as defined in the 2010 Retention Agreement) or is determined by the Board of Directors to be terminable by the Company for Cause (as defined in the 2010 Retention Agreement) at any time prior to August 2, 2012, he is required to repay to the Company a portion of the cash retention payment, as set forth in terms of the 2010 Retention Agreement. In the eventdescription of Mr. Meloy’s death, permanent and total disability, or involuntary termination by the Company without Cause, he shall not be required to return any portion of the retention payment. However, if heWalker’s Severance Agreement is entitled to receive any severance payment during the retention period, there shall be a direct offset of any severance payment by the remaining retention payment subject to being repaid during the retention period, as set forth in the 2010 Retention Agreement. Mr. Meloy shall continue to be subject to confidentiality and non-solicitation provisions following a termination of employment, as provided in the 2010 Retention Agreement.

The above descriptions of Mr. Hackett’s employment agreement and Mr. Meloy’s 2010 Retention Agreement are not a full summary of all of the terms and conditions of these agreementsthe agreement and areis qualified in theirits entirety by the full text of the agreements,agreement, which areis on file with the SEC.

Continuous Improvement in Compensation Practices

Over the years, we have implemented new as well as maintained long-standing practices that we believe contribute to good governance. These practices include:

Compensation Risk Assessment Process.  We have a formalized process used to evaluate risks associated with our compensation programs. As described under theCompensation Committee Risk Assessmentsection on page 14, the Compensation Committee completed a formal review of the assessments conducted jointly by its independent executive compensation consultant and management relating to compensation risk. The Compensation Committee believes that our compensation policies and practices for 2010 do not create risks that are reasonably likely to have a material adverse effect on the Company.

Stock Ownership Guidelines.

STOCK OWNERSHIP GUIDELINES

We have maintained stock ownership guidelines for executive officers since 1993 with the goal of promoting equity ownership and aligning our executive officers’ interests with those of our stockholders. Generally, theseThese guidelines must be met within three years after becoming subject to them. Currently, all of our executive officers either meet or exceed their specified guidelines. The ownership guidelines are currently established at the following minimum levels:

						Ownership Status
Position		Guideline					Ownership Status as of 12/31/20102013
Chief Executive Officer			6 x base salary				(1)			Exceeds
Chief Operating Officer	Executive Vice Presidents		3 x base salary							Exceeds
Senior Vice Presidents			2.5 x base salary							Exceeds
Vice Presidents			2 x base salary							Exceeds	(2)(1)

(1)		Our CEO ownership guidelines were increased from five times base salary to six times base salary in February 2011.
(2)		Currently, all of our executive officersthe vice presidents either meet or exceed their specified guidelines, with the exception of one officerthree officers appointed in 2013, who isare still within the three yearthree-year compliance period.

The Compensation Committee reviews the stock ownership levels annually. During 2013, Messrs. Gwin, Meloy, Daniels and Reeves were promoted from Senior Vice Presidents to Executive Vice Presidents and their stock ownership requirements were subsequently increased to three times base salary. In determining stock ownership levels, we include shares of common stock held directly by the executive officer (including shares beneficially owned in a trust, by a limited liability company or partnership, and by a spouse and/or minor children, unless the non-management director or officer expressly disclaims beneficial ownership of such shares); shares of common stock held indirectly through the Anadarko Employee Savings Plan; deferred share balances resulting from an investment in the Company Stock Fund as defined in the Anadarko Petroleum Corporation Deferred Compensation Plan provided such balance is payable in shares; unvested restricted stock, and unvested restricted stock units,units. For those executive officers of Anadarko who are also officers of WES and/or WGP, any WES and/or WGP equity they own is also included in the calculation to determine their compliance. Outstanding

			55

---

Compensation Discussion and the target number of outstanding Analysis

performance units that are structured to pay in shares of

49

---

common stock. Outstandingand unexercised stock options are not included. If an executive officer does not satisfy the stock ownership requirements during the applicable timeframe, he or she must retain all shares acquired on the vesting of equity awards or the exercise of stock options (net of exercise costs and taxes) until compliance is achieved. Because of our robust ownership levels, other than as described above we do not maintain separate holding requirements for our equity awards.

Prohibited Equity Transactions.  We maintain a policy that prohibits all non-employee directors and employees of the Company, including NEOs, from engaging in any short-term, speculative securities transactions, including engaging in short sales, buying or selling put or call options, and trading in options (other than those employee stock options granted by the Company). Additionally, any equity awards granted to such individuals may not be transferred, sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, or disposed of to the extent that such awards are then subject to restrictions. In addition, all employees of the Company, including the NEOs and directors of the Company, are subject to the Company’s Insider Trading Policy.

Clawback Provision.  Our Omnibus Plan, which was approved by our stockholders in May 2008, includes a recoupment or “clawback” provision. Under the Omnibus Plan, if the Company is required to prepare an accounting restatement as a result of material noncompliance with applicable rules, the plan administrator may determine that a Participant (as defined in the plan) who is deemed to have knowingly engaged in or failed to prevent misconduct giving rise to such a restatement will be required to reimburse the Company an amount equal to any Award (as defined in the plan) earned or accrued during the12-month period following the first public issuance or filing with the SEC of financial statements containing such misstatement.

Elimination of TaxGross-ups on Perquisites.  We eliminated all taxgross-ups on executive perquisites in 2009, except where suchgross-ups are considered a normal benefit under the Company’s standard relocation program available to all employees.

Regulatory Requirements.

REGULATORY REQUIREMENTS

Together with the Compensation Committee, wethe Company carefully reviewreviews and taketakes into account current tax, accounting and securities regulations as they relate to the design of our compensation programs and related decisions.

IRC Section 162(m) limits a company’s ability to deduct compensation paid in excess of $1 million during any fiscal year to each of certain NEOs, unless the compensation is “performance-based”performance-based as defined under federal tax laws. Stock options, performance units and cash awards granted under our 2008 and 2012 Omnibus PlanPlans and our 1999 Stock Incentive Plan are intended to satisfy the performance-based requirements and, as such, are designed to be fully deductible. InSince 2008, the Compensation Committee has approved aan annual program intended to qualify our restricted stock awards (including restricted shares and restricted stock units), beginning with the 2009 grants, as performance-based compensation under IRC Section 162(m). The Compensation Committee reviews and considers the deductibility of our executive compensation programs; however, the Compensation Committee believes it is important to provide compensation that is not fully deductible when necessary to retain and motivate certain executive officers and when it is in the best interest of the Company and our stockholders. For these reasons, Mr. HackettWalker receives a base salary above $1 million, and therefore the portion of base salary in excess of $1 million is not deductible. In addition, during 2010, Mr. Meloy received a one-time cash retention payment of $5 million pursuant to the 2010 Retention Agreement, which is not considered performance-based compensation under IRC Section 162(m). All other awards made during 2010 were designed to be performance-based under IRC Section 162(m).

IRC Section 409A provides that all amounts deferred under a non-qualified deferred compensation plan are currently included in gross income, to the extent not subject to a substantial risk of forfeiture and not previously included in gross income, unless certain requirements are met. We have designed or amended our plans and programs to be in compliance with all applicable statutory and regulatory requirements to properly allow deferral.

Awards of performance units, stock options, performance units, restricted shares and restricted stock units under our 2012 Omnibus Plan, 2008 Omnibus Plan and 1999 Stock Incentive Plan are accounted for under FASB ASC Topic 718.

The benefits payable under non-qualified plans for our executive officers and directors are unsecured obligations to pay. TheseAssets to pay these benefits may be securedheld under the Company’s Benefits Trust, which areis subject to the claims of the general creditors of the Company.

50

---

CONCLUSION

Conclusion

We believe the design of our total executive compensation program is designed to pay for performance. It aligns the interests of our executive officers with those of our stockholders and provides executive officers with the necessary motivation to maximize the long-term operational and financial performance of the Company, while using sound financial controls and high standards of integrity. We also believe that total compensation for each executive officer should be, and is, commensurate with the execution of specified short- and long-term operational, financial and strategic objectives. The programs currently offered have been critical elements in the successful hiring of several executives and have been equally effective in retaining executive officers during a period of strong competitive demand and a shortage of talented executives within the oil and gas exploration and production industry. We believe that the quality of our executive compensation program will continue to be reflected in positive operational, financial and stock price performance. We also believe that total compensation for each executive officer should be, and is, commensurate with the execution of specified short- and long-term operational and financial and strategic objectives.

51

performance which will result in long-term stockholder value creation.

---

56

---

Executive Compensation

EXECUTIVESUMMARY COMPENSATION TABLE

Summary Compensation Table

The following table summarizes the compensation for the fiscal years ended December 31, 2010, 2009,2013, 2012, and 20082011 for our CEO, our Chief Financial Officer (CFO) and our three highest paid executive officers other than our CEO and CFO:

																										Change in
																										Pension Value
																										and
																										Non-Qualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
Name and Principal						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Position		Year				($)				($)				($)(1)				($)(1)				($)(2)				($)(3)				($)(4)				($)
James T. Hackett(5)			2010				1,567,500				0				9,246,818				4,257,091				2,975,115				5,530,662				751,524				24,328,710
Chairman and Chief			2009				1,567,500				0				12,158,360				5,293,585				3,749,460				3,956,376				741,496				27,466,777
Executive Officer			2008				1,510,385				0				9,572,026				7,121,658				3,416,491				1,643,878				571,276				23,835,714
Robert G. Gwin(6)			2010				657,500				0				2,667,995				1,228,291				1,093,094				468,084				156,650				6,271,614
Senior Vice President,			2009				569,231				0				3,952,953				2,168,884				995,015				232,669				132,190				8,050,942
Finance and Chief Financial Officer
R. A. Walker(7)			2010				704,039				0				4,189,092				1,928,577				1,027,896				1,541,374				253,540				9,644,518
President and Chief			2009				685,192				0				4,478,274				1,947,589				1,260,754				1,305,419				200,287				9,877,515
Operating Officer			2008				655,000				0				3,064,814				2,276,392				1,139,700				328,684				180,995				7,645,585
Charles A. Meloy			2010				575,000				5,000,000	(8)			2,389,254				1,099,929				955,937				3,307,281				129,251				13,456,652
Senior Vice President,			2009				575,000				0				4,853,076				870,656				1,005,100				5,455,686	(9)			134,802				12,894,320
Worldwide Operations			2008				553,846				575,000	(10)			1,335,616				989,465				915,508				3,740,448	(9)			106,832				8,216,715
Robert P. Daniels(11)			2010				575,000				0				3,389,266				1,099,929				955,937				2,007,439				134,735				8,162,306
Senior Vice President,			2009				575,000				0				4,853,076				870,656				1,005,100				1,529,833				122,461				8,956,126
Worldwide Exploration

Name and Principal Position		Year					Salary ($)					Bonus     ($) ��					Stock Awards ($)(1)					Option Awards ($)(1)					Non-Equity Incentive Plan Compensation ($)(2)					Change in   Pension Value   and   Non-Qualified   Deferred   Compensation   Earnings   ($)(3)										All Other Compensation ($)(4)					Total ($)
R. A. Walker(5) Chairman, President and Chief Executive Officer				2013					1,300,000					0					7,190,878					3,848,495					2,923,700					1,154,412										501,944					16,919,429
				2012					1,105,769					0					8,578,095					5,694,735					2,248,890					1,545,387										492,009					19,664,885
				2011					742,500					0					3,892,653					2,647,467					1,128,600					1,105,184										290,270					9,806,674
Robert G. Gwin Executive Vice President, Finance and Chief Financial Officer				2013					719,038					0					2,870,634					1,536,306					1,181,740					—					(6)					236,592					6,544,310
				2012					715,000					0					2,361,475					1,566,974					0					840,846										188,380					5,672,675
				2011					715,000					0					2,333,484					1,586,972					1,032,460					637,703										146,829					6,452,448
Charles A. Meloy Executive Vice President, US Onshore Exploration and Production				2013					611,539					0					2,935,889					1,571,244					1,005,064					—					(6)					232,411					6,356,147
				2012					600,000					0					2,424,231					1,608,632					974,700					1,729,903										173,034					7,510,500
				2011					577,885					0					2,395,464					1,629,204					834,465					2,253,427										148,653					7,839,098
Robert P. Daniels Executive Vice President, International and Deepwater Exploration				2013					611,539					0					2,935,889					1,571,244					1,005,064					—					(6)					173,942					6,297,678
				2012					600,000					0					2,424,231					1,608,632					974,700					1,425,005										113,439					7,146,007
				2011					577,885					0					2,395,464					1,629,204					834,465					1,330,904										121,801					6,889,723
Robert K. Reeves Executive Vice President, General Counsel and Chief Administrative Officer				2013					655,769					0					2,246,967					1,202,522					1,077,757					—					(6)					174,495					5,357,510
				2012					650,000					0					1,848,466					1,226,577					1,000,350					992,888										109,674					5,827,955
				2011					621,869					0					2,826,579					1,242,190					850,717					872,784										121,759					6,535,898

(1)		The amounts included in these columns represent the aggregate grant date fair value of the awards made to NEOs in 20102013 computed in accordance with FASB ASC Topic 718.718, disregarding estimated forfeitures. The value ultimately realized by the executiveNEOs upon the actual vesting of the award(s) or the exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of valuation assumptions, seeNote 1315 — Share-Based Compensationof the Notes to Consolidated Financial Statements included in our annual report under Item 8 of thein our Annual Report on Form 10-K for the year ended December 31, 2010.2013. The values in the “Stock Awards” column represent the grant date fair values for both restricted stock unit and performance unit awards. The performance unit awards are subject to market conditions and have been valued based on the probable outcome of the market conditions as of the grant date.

(2)		The amounts in this column reflect the incentive cash bonus awards for 20102013 that were determined by the Compensation Committee and paid out in February 20112014 pursuant to the Company’s AIP. These awards are discussed in further detail beginning on page 37.41.

(3)

The amounts in this column reflect the actuarial increase, if any, in the present value of the NEO’s benefits under the Company’s Retirement Plan and Retirement Restoration Planpension plans determined by using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements and includesinclude amounts that the NEO may not currently be

			57

---

Executive Compensation

	entitled to receive because such amounts are not vested. The Company’s Deferred Compensation Plan does not provide for above-market or preferential earnings so no such amounts are included.

(4)		The amounts shown in this column for each NEO are described further in the All Other Compensation Table on the following page.below.

(5)		Effective February 15, 2010, Mr. Hackett was named Chairman and Chief Executive Officer of the Company as a result of the appointment ofOn May 14, 2013, Mr. Walker toassumed the position of Chairman, President and Chief Operating Officer.CEO. Prior to that date, Mr. Walker served as President and CEO.

(6)		Compensation informationMessrs. Gwin, Meloy, Daniels, and Reeves each had a negative change in pension value for 2008 is not reflected for2013 as follows: Mr. Gwin because he was not an NEO for 2008.
(7)		Effective February 15, 2010,— $(222,912); Mr. Walker was named PresidentMeloy — $(334,010); Mr. Daniels — $(1,157,927); and Chief Operating Officer of the Company.Mr. Reeves — $(198,775).

52

---

(8)		The $5,000,000 reflected in the “Bonus” column for Mr. Meloy in 2010 is a cash retention bonus paid to him as part of his 2010 Retention Agreement entered into on August 2, 2010. The details of this agreement are discussed beginning on page 49.
(9)		The 2009 and 2008 values in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column have been restated to reflect Mr. Meloy’s eligibility to receive unreduced retirement benefits at age 55 under the KMG Retirement Plan and KMG Restoration Plan as a result of the vesting of additional pension credits in August 2009 pursuant to his 2006 Retention Agreement. The 2009 and 2008 values in the Company’s 2010 proxy statement were calculated based on the unreduced retirement age of 60 under the KMG Retirement Plan and KMG Restoration Plan.
(10)		The $575,000 reflected in the “Bonus” column for Mr. Meloy in 2008 is a cash retention bonus paid to him as part of his retention agreement entered into on August 10, 2006, but which is no longer effective following our entry with Mr. Meloy into his 2010 Retention Agreement.
(11)		Compensation information for 2008 is not reflected for Mr. Daniels because he was not an NEO for 2008.

All Other Compensation Table for 20102013

The following table describes each component of the “All Other Compensation” column for the fiscal year ended December 31, 20102013 in the Summary Compensation Table:

						Payments by
						the Company to
						Employee
						401(k) Plan
		Personal				and Savings				Club				Financial/				Excess
		Use of				Restoration				Membership				Tax/Estate				Liability				Tax
		Aircraft				Plan				Dues				Planning				Insurance				Benefit				Other				Total
Name		($)(1)				($)				($)(2)				($)				($)				($)				($)(3)				($)
James T. Hackett(4)			421,841				319,018				830				0				1,400				0				8,435				751,524
Robert G. Gwin			29,457				99,151				13,952				12,690				1,400				0				0				156,650
R. A. Walker			131,455				117,887				2,798				0				1,400				0				0				253,540
Charles A. Meloy			6,471				94,806				13,884				12,690				1,400				0				0				129,251
Robert P. Daniels			14,321				94,806				11,518				12,690				1,400				0				0				134,735

Name		Personal Use of Aircraft ($)(1)					Payments by the Company to Employee 401(k) Plan and Savings Restoration Plan ($)					Club Membership Dues ($)(2)					Financial/ Tax/Estate Planning ($)					Excess Liability Insurance ($)					Tax Benefit ($)					Totals ($)
R. A. Walker(3)				247,600					212,933					37,488					2,166					1,757					0					501,944
Robert G. Gwin				150,013					43,142					27,415					14,265					1,757					0					236,592
Charles A. Meloy				47,588					158,624					10,177					14,265					1,757					0					232,411
Robert P. Daniels				37,542					95,174					25,204					14,265					1,757					0					173,942
Robert K. Reeves				34,070					99,367					8,936					30,365					1,757					0					174,495

(1)		The amount reported above reflects the value of personal aircraft use for 2013. The value of personal aircraft use is based on the Company’s aggregate incremental direct operating costs, including cost of fuel, maintenance, landing and ramp fees, and other miscellaneous trip-related variable costs. Because the Company’s aircraft are used predominantly for business purposes, fixed costs, which do not change based on use of the aircraft, are excluded. The value of travel to board meetings for companies other than Anadarko or its affiliates and civic organizations for which the NEOs serve as directors is considered personal use and is included in the amount reported above. Compensation is imputed for personal use of our aircraft by the NEOs and their guests.

(2)		The Company pays annual membership fees of $830 to a business club that is used by Mr. Hackett during business travel. Because Mr. Hackett used this club while traveling for an outside board meeting, which we consider personal use, the entire annual membership fees are disclosed. We have also includedamounts disclosed represent the payment of club membership fees on behalf of Messrs. Gwin, Walker, Meloy and Daniels.fees. For those clubs not used exclusively for business, the entire amount has been included, although we believe that only a portion of this cost represents a perquisite.

(3)		The amount reflected in this column for Mr. Hackett represents his use ofWalker has a Company-provided CNG vehicle. The CNG vehicle is being used by Mr. Hackettpersonal usage limit with respect to promote the Company’s business interests and the use of natural gas as a clean alternative fuel. Heaircraft, which is imputed income for any personal use of the car, including expenses for commuting to work. The value of personal use of the CNG vehicle is baseddiscussed in more detail on the aggregate incremental cost including cost of fuel provided by the Company, lease payments and maintenance expenses.
(4)		The Company’s security policy requires the CEO to use Company aircraft for personal use as well as business travel. The value of travel to board meetings for companies other than Anadarko and civic organizations for which Mr. Hackett serves as a director is considered personal use and is included in the amount reported above. Any time Mr. Hackett uses our aircraft for personal use, although it is understood that he engages in business activities while in flight, compensation is imputed to Mr. Hackett for that use and for any passengers who accompany Mr. Hackett. Personal use includes his participation on outside boards, which directly and indirectly benefits Anadarko.page 51.

53

GRANTS OF PLAN-BASED AWARDS IN 2013

---

The Grants of Plan-Based Awards in 2010

The following tableTable sets forth information concerning annual incentive awards, performance units, stock options, and restricted stock units and performance units granted or modified during 2010 to2013 for each of the NEOs:

																																		All other
																														All Other				Option
																														Stock				Awards:								Grant Date
																														Awards:				Number of				Exercise or				Fair Value
						Estimated Future Payouts Under Non-												Estimated Future Payouts Under												Number of				Securities				Base Price				of Stock
						Equity Incentive Plan Awards(1)												Equity Incentive Plan Awards(2)												Shares of				Underlying				of Option				and Option
						Threshold				Target				Maximum				Threshold				Target				Maximum				Stock or				Options				Awards				Awards
Name		Grant Date				($)				($)				($)				(#)				(#)				(#)				Units (#)(3)				(#)(4)				($/Sh)				($)(5)
James T. Hackett							0				2,037,750				4,075,500				—				—				—				—				—				—				—
			11/9/2010				—				—				—				—				—				—				—				188,044				63.34				4,257,091
			11/9/2010				—				—				—				—				—				—				79,571				—				—				5,040,027
			11/9/2010				—				—				—				15,346				56,837				113,674				—				—				—				4,206,791
Robert G. Gwin							0				624,625				1,249,250				—				—				—				—				—				—				—
			11/9/2010				—				—				—				—				—				—				—				54,256				63.34				1,228,291
			11/9/2010				—				—				—				—				—				—				22,959				—				—				1,454,223
			11/9/2010				—				—				—				4,428				16,399				32,798				—				—				—				1,213,772
R. A. Walker							0				704,039				1,408,078				—				—				—				—				—				—				—
			11/9/2010				—				—				—				—				—				—				—				85,189				63.34				1,928,577
			11/9/2010				—				—				—				—				—				—				36,048				—				—				2,283,280
			11/9/2010				—				—				—				6,952				25,749				51,498				—				—				—				1,905,812
Charles A. Meloy							0				546,250				1,092,500				—				—				—				—				—				—				—
			11/9/2010				—				—				—				—				—				—				—				48,586				63.34				1,099,929
			11/9/2010				—				—				—				—				—				—				20,560				—				—				1,302,270
			11/9/2010				—				—				—				3,965				14,686				29,372				—				—				—				1,086,984
Robert P. Daniels							0				546,250				1,092,500				—				—				—				—				—				—				—
			11/9/2010				—				—				—				—				—				—				—				48,586				63.34				1,099,929
			11/9/2010				—				—				—				—				—				—				20,560				—				—				1,302,270
			11/9/2010				—				—				—				3,965				14,686				29,372				—				—				—				1,086,984
			11/9/2010				—				—				—				—				—				—				15,788				—				—				1,000,012

NEOs as described below.

Non-equity incentive plan awards. Values disclosed reflect the estimated cash payouts under the Company’s AIP, as discussed on page 41, based on actual salaries earned in 2013. If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the payout can be 200% of each NEO’s target. The amounts actually paid to the NEOs for 2013 are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

58

---

Executive Compensation

Equity incentive plan awards. Awards reported reflect performance units, as discussed on page 46, which are denominated as an equivalent of one share of our stock and, if earned, are paid in cash. Executive officers may earn from 0% to 200% of the targeted award based on the Company’s relative TSR performance against a specified peer group over a designated performance period. The threshold value reported represents the lowest earned amount, other than zero, based on a defined payout scale. Fifty percent of the award is tied to a two-year performance period and the remaining fifty percent is tied to a three-year performance period. Executive officers do not have voting rights with respect to performance units, and unless after a change of control the award has been converted into restricted stock units of the surviving company, no dividend equivalents are paid on the awards.

Stock awards. Awards reported reflect restricted stock unit awards that vest pro-rata annually over three years, beginning with the first anniversary of the grant date. Dividend equivalents are reinvested in shares of the Company’s common stock and paid upon the applicable vesting of the underlying award. Awards are eligible to be voluntarily deferred.

Stock option awards. Stock options vest pro-rata annually over three years, beginning with the first anniversary of the date of grant and have a term of seven years. The exercise price is not less than the market price on the date of grant and repricing of stock options to a lower exercise price is prohibited, unless approved by stockholders.

							Estimated Future Payouts Under Non-Equity Incentive Plan Awards															Estimated Future Payouts Under Equity Incentive Plan Awards															All Other Stock Awards: Number of Shares of Stock or Units (#)					All Other Option Awards: Number of Securities Underlying Options (#)					Exercise or Base Price of Option Awards ($/Sh)					Grant Date Fair Value of Stock and Option Awards ($)(1)
Name		Grant Date					Threshold ($)					Target ($)					Maximum ($)					Threshold (#)					Target (#)					Maximum (#)
R. A. Walker									0					1,690,000					3,380,000					—					—					—					—					—					—					—
				11/6/2013					—					—					—					—					—					—					—					148,378					92.02					3,848,495
				11/6/2013					—					—					—					—					—					—					29,945					—					—					2,755,539
				11/6/2013					—					—					—					11,879					43,997					87,994					—					—					—					4,435,339
Robert G. Gwin									0					683,087					1,366,174					—					—					—					—					—					—					—
				11/6/2013					—					—					—					—					—					—					—					59,232					92.02					1,536,306
				11/6/2013					—					—					—					—					—					—					11,954					—					—					1,100,007
				11/6/2013					—					—					—					4,742					17,564					35,128					—					—					—					1,770,627
Charles A. Meloy									0					580,962					1,161,924					—					—					—					—					—					—					—
				11/6/2013					—					—					—					—					—					—					—					60,579					92.02					1,571,244
				11/6/2013					—					—					—					—					—					—					12,226					—					—					1,125,037
				11/6/2013					—					—					—					4,850					17,963					35,926					—					—					—					1,810,852
Robert P. Daniels									0					580,962					1,161,924					—					—					—					—					—					—					—
				11/6/2013					—					—					—					—					—					—					—					60,579					92.02					1,571,244
				11/6/2013					—					—					—					—					—					—					12,226					—					—					1,125,037
				11/6/2013					—					—					—					4,850					17,963					35,926					—					—					—					1,810,852
Robert K. Reeves									0					622,981					1,245,962					—					—					—					—					—					—					—
				11/6/2013					—					—					—					—					—					—					—					46,363					92.02					1,202,522
				11/6/2013					—					—					—					—					—					—					9,357					—					—					861,031
				11/6/2013					—					—					—					3,712					13,748					27,496					—					—					—					1,385,936

(1)		TheUnless otherwise noted, the amounts included in these columns reflect estimated future cash payouts under the Company’s AIP based on actual base salaries earned in 2010. If threshold levels of performance are not met, then the payout can be zero. Actual bonus payouts under the AIP for 2010 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)		The amounts included in these columns reflect the estimated future payout under the Company’s performance unit awards, which are subject to market conditions as defined in FASB ASC Topic 718. Executives may earn from 0% to 200% of the targeted award based on the Company’s relative TSR performance over a specified performance period. Fifty percent of this award is tied to a two-year performance period and the remaining fifty percent is tied to a three-year performance period. If earned, the awards are to be paid in cash. The threshold value represents the lowest earned amount based on the payout scale described on page 41, although the minimum payout is zero.
(3)		The amounts included in this column reflect the number of restricted stock units awarded in 2010. These awards vest pro-rata annually over three years, beginning with the first anniversary of the grant date. Executive officers receive dividend equivalents on the units, but do not have voting rights. As described on page 42, Mr. Daniels was awarded a special grant of 15,788 restricted stock units by the Compensation Committee.
(4)		The amounts included in this column reflect the number of stock options awarded in 2010. These options vest pro-rata annually over three years, beginning with the first anniversary of the date of grant and have a term of seven years.
(5)		The amounts included in this column represent the aggregate grant date fair value of the awards made to NEOs in 20102013 computed in accordance with FASB ASC Topic 718.718, disregarding estimated forfeitures. The value ultimately realized by the executiveeach NEO upon the actual vesting of the award(s) or the exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of the valuation assumptions, seeNote 1315 — Share-Based Compensationof the Notes to Consolidated Financial Statements included in our annual report under Item 8 of thein our Annual Report on Form 10-K for the year ended December 31, 2010.2013.

54

			59

---

Executive Compensation

Outstanding Equity Awards at Fiscal Year-End 2010OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013

The following table reflects outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2010 for each of the NEOs. The table also reflects unvested and unearned stock awards (both time-based and performance-contingent) as of December 31, 2013, assuming a market value of $76.16$79.32 a share (the closing stock price of the Company’s stock on December 31, 2010)2013).

																		Stock Awards(2)(3)
																										Equity Incentive Plan Awards
																										Performance Units
																														Market or
																		Restricted Stock/Units												Payout
																						Market								Value of
																						Value of				Number of				Unearned
																		Number of				Shares or				Unearned				Shares,
																		Shares or				Units of				Shares,				Units or
		Option Awards(1)																Units of				Stock				Units or				Other
		Number of Securities								Option				Option				Stock That				That Have				Other Rights				Rights
		Underlying Unexercised Options								Exercise				Expiration				Have Not				Not Vested				That Have				That Have
Name		Exercisable (#)				Unexercisable (#)				Price ($)				Date				Vested (#)				($)				Not Vested (#)				Not Vested ($)
James T. Hackett			250,000				0				59.8700				11/6/2014				31,000				2,360,960				48,125				3,665,200
			190,733				190,733				35.1800				11/4/2015				59,533				4,534,033				255,892				19,488,735
			65,867				131,733				65.4400				11/10/2016				79,571				6,060,127				47,952				3,652,024
			0				188,044				63.3400				11/9/2017												56,837				4,328,706
Robert G. Gwin			27,000				0				50.6900				1/16/2013				4,266				324,899				4,180				318,349
			19,100				0				48.6900				12/4/2013				19,933				1,518,097				35,126				2,675,196
			41,000				0				40.5100				1/10/2014				14,266				1,086,499				11,448				871,880
			21,700				0				59.8700				11/6/2014				22,959				1,748,577				16,399				1,248,948
			14,867				7,433				64.6900				3/12/2015				6,667	(5)			333,350	(5)
			52,400				26,200				35.1800				11/4/2015
			22,067				44,133				34.9500				3/1/2016
			15,734				31,466				65.4400				11/10/2016
			0				54,256				63.3400				11/9/2017
			13,333	(4)			6,667	(4)			50.0000				4/2/2018
R. A. Walker			50,000				0				45.8000				9/6/2012				9,933				756,497				11,990				913,158
			22,800				0				43.5550				11/15/2012				21,933				1,670,417				81,900				6,237,504
			46,400				0				48.6900				12/4/2013				36,048				2,745,416				17,658				1,344,833
			41,000				0				48.9000				1/10/2014												25,749				1,961,044
			62,200				0				59.8700				11/6/2014
			121,934				60,966				35.1800				11/4/2015
			24,234				48,466				65.4400				11/10/2016
			0				85,189				63.3400				11/9/2017
Charles A. Meloy			38,200				0				48.6900				12/4/2013				4,333				330,001				6,710				511,034
			34,600				0				59.8700				11/6/2014				38,970				2,967,955				35,672				2,716,780
			53,000				26,500				35.1800				11/4/2015				20,560				1,565,850				15,336				1,167,990
			10,834				21,666				65.4400				11/10/2016												14,686				1,118,486
			0				48,586				63.3400				11/9/2017
Robert P. Daniels			9,300				0				33.3650				11/16/2011				5,166				393,443				7,755				590,621
			8,900				0				43.5550				11/15/2012				38,970				2,967,955				42,770				3,257,363
			19,100				0				48.6900				12/4/2013				20,560				1,565,850				15,336				1,167,990
			40,100				0				59.8700				11/6/2014				15,788				1,202,414				14,686				1,118,486
			63,600				31,800				35.1800				11/4/2015
			10,834				21,666				65.4400				11/10/2016
			0				48,586				63.3400				11/9/2017

55

---

		Option Awards(1)																Stock Awards(2)(3)
																										Equity Incentive Plan Awards
																		Restricted Stock/Units								Performance Units
																		Number of Shares or Units of Stock That Have Not Vested(#)				Market Value of Shares or Units of Stock That Have Not Vested ($)				Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)				Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)
		Number of Securities Underlying Unexercised Options								Option Exercise Price($)				Option Expiration Date
Name		Exercisable(#)				Unexercisable(#)
R. A. Walker			62,200				0				59.87				11/6/2014				9,033				716,498				11,845				939,545
			182,900				0				35.18				11/4/2015				11,541				915,432				8,832				700,554
			72,700				0				65.44				11/10/2016				36,576				2,901,208				5,674				450,062
			85,189				0				63.34				11/9/2017				30,013				2,380,631				18,541				1,470,672
			58,051				29,025				83.95				11/8/2018												43,997				3,489,842
			17,504				35,007				66.38				5/15/2019
			56,534				113,066				70.70				11/5/2019
			0				148,378				92.02				11/6/2020
Robert G. Gwin			21,700				0				59.87				11/6/2014				5,415				429,518				7,544				598,390
			22,300				0				64.69				3/12/2015				13,036				1,034,016				5,295				419,999
			78,600				0				35.18				11/4/2015				11,981				950,333				6,608				524,147
			66,200				0				34.95				3/1/2016												17,564				1,393,176
			47,200				0				65.44				11/10/2016
			54,256				0				63.34				11/9/2017
			34,797				17,399				83.95				11/8/2018
			20,149				40,298				70.70				11/5/2019
			0				59,232				92.02				11/6/2020
Charles A. Meloy			34,600				0				59.87				11/6/2014				5,559				440,940				6,756				535,886
			26,500				0				35.18				11/4/2015				13,382				1,061,460				5,435				431,104
			32,500				0				65.44				11/10/2016				12,254				971,987				6,784				538,107
			48,586				0				63.34				11/9/2017												17,963				1,424,825
			35,723				17,862				83.95				11/8/2018
			20,685				41,369				70.70				11/5/2019
			0				60,579				92.02				11/6/2020
Robert P. Daniels			40,100				0				59.87				11/6/2014				5,559				440,940				6,756				535,886
			95,400				0				35.18				11/4/2015				13,382				1,061,460				5,435				431,104
			32,500				0				65.44				11/10/2016				12,254				971,987				6,784				538,107
			48,586				0				63.34				11/9/2017												17,963				1,424,825
			35,723				17,862				83.95				11/8/2018
			20,685				41,369				70.70				11/5/2019
			0				60,579				92.02				11/6/2020
Robert K. Reeves			50,900				0				59.87				11/6/2014				4,239				336,237				5,905				468,385
			115,300				0				35.18				11/4/2015				3,971				314,980				4,145				328,781
			36,700				0				65.44				11/10/2016				10,204				809,381				5,173				410,322
			42,469				0				63.34				11/9/2017				9,378				743,863				13,748				1,090,491
			27,237				13,619				83.95				11/8/2018
			15,772				31,544				70.70				11/5/2019
			0				46,363				92.02				11/6/2020

(1) 60

---

Executive Compensation

(1)	The table below shows the vesting dates for the respective unexercisable stock options listed in the above Outstanding Equity Awards Table:

Vesting Date		Mr. Walker					Mr. Gwin					Mr. Meloy					Mr. Daniels					Mr. Reeves
5/15/2014				17,503					—					—					—					—
11/5/2014				56,533					20,149					20,684					20,684					15,772
11/6/2014				49,460					19,744					20,193					20,193					15,455
11/8/2014				29,025					17,399					17,862					17,862					13,619
5/15/2015				17,504					—					—					—					—
11/5/2015				56,533					20,149					20,685					20,685					15,772
11/6/2015				49,459					19,744					20,193					20,193					15,454
11/6/2016				49,459					19,744					20,193					20,193					15,454

Vesting Date		Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
3/1/2011			—				22,066				—				—				—
3/12/2011			—				7,433				—				—				—
11/4/2011			190,733				26,200				60,966				26,500				31,800
11/9/2011			62,682				18,086				28,397				16,196				16,196
11/10/2011			65,866				15,733				24,233				10,833				10,833
3/1/2012			—				22,067				—				—				—
11/9/2012			62,681				18,085				28,396				16,195				16,195
11/10/2012			65,867				15,733				24,233				10,833				10,833
11/9/2013			62,681				18,085				28,396				16,195				16,195

(2)		The table below shows the vesting dates for the respective restricted stock shares and units, including any dividend equivalents accrued but unvested, listed in the above Outstanding Equity Awards Table:

Vesting Date		Mr. Walker					Mr. Gwin					Mr. Meloy					Mr. Daniels					Mr. Reeves
5/15/2014				5,770					—					—					—					—
11/5/2014				18,288					6,517					6,690					6,690					5,102
11/6/2014				10,004					3,994					4,085					4,085					3,126
11/8/2014				9,033					5,415					5,559					5,559					8,210
5/15/2015				5,771					—					—					—					—
11/5/2015				18,288					6,519					6,692					6,692					5,102
11/6/2015				10,004					3,993					4,084					4,084					3,126
11/6/2016				10,005					3,994					4,085					4,085					3,126

Vesting Date		Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
3/1/2011			—				9,966				—				—				—
11/9/2011			26,524				7,653				12,016				6,854				12,117
11/10/2011			29,766				7,133				10,966				4,330				4,330
12/1/2011			31,000				4,266				9,933				4,333				5,166
3/1/2012			—				9,967				—				—				—
11/9/2012			26,523				7,653				12,016				6,853				12,115
11/10/2012			29,767				7,133				10,967				34,640				34,640
11/9/2013			26,524				7,653				12,016				6,853				12,116

(3)		The table below shows the performance periods for the respective performance units listed in the above Outstanding Equity Awards Table. TheGenerally, the number of outstanding units disclosedfor each award is calculated based on our performance to date for each award. The estimated payout percentages reflect our relative performance ranking as of December 31, 20102013, and are notis necessarily indicative of what the payout percent earned will be at the end of the performance period. The awards with performance periods beginning in 2013 are currently tracking a 0% payout; however the number of outstanding units disclosed is calculated based on achieving threshold performance. For awards that were granted in 20102013 with performance periods beginning in 2011,2014, target payout has been assumed.

Performance Period		Performance to Date Payout					Mr. Walker					Mr. Gwin					Mr. Meloy					Mr. Daniels					Mr. Reeves
1/1/2011 to 12/31/2013				92%					11,845					7,544					6,756					6,756					5,905
1/1/2012 to 12/31/2013				54%					4,416					2,647					2,717					2,717					2,072
1/1/2012 to 12/31/2014				54%					4,416					2,648					2,718					2,718					2,073
5/15/2012 to 5/14/2014				54%					2,837					—					—					—					—
5/15/2012 to 5/14/2015				54%					2,837					—					—					—					—
1/1/2013 to 12/31/2014				54%					9,270					3,304					3,392					3,392					2,586
1/1/2013 to 12/31/2015				54%					9,271					3,305					3,392					3,392					2,587
1/1/2014 to 12/31/2015				100%					21,998					8,782					8,981					8,981					6,874
1/1/2014 to 12/31/2016				100%					21,999					8,782					8,982					8,982					6,874

		Performance to
Performance Period		Date Payout %				Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
1/1/2008 to 12/31/2010			110	%			48,125				4,180				11,990				6,710				7,755
1/1/2009 to 12/31/2010			182	%			127,946				17,563				40,950				17,836				21,385
1/1/2009 to 12/31/2011			182	%			127,946				17,563				40,950				17,836				21,385
1/1/2010 to 12/31/2011			54	%			23,976				5,724				8,829				7,668				7,668
1/1/2010 to 12/31/2012			54	%			23,976				5,724				8,829				7,668				7,668
1/1/2011 to 12/31/2012			100	%			28,418				8,199				12,874				7,343				7,343
1/1/2011 to 12/31/2013			100	%			28,419				8,200				12,875				7,343				7,343

(4)		This award represents a grant of unit appreciation rights under the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan for Mr. Gwin’s service to our subsidiary. The unexercisable unit appreciation rights vest April 2, 2011. For additional discussion of the unit appreciation rights, please seeWestern Gas Holdings, LLC Amended and Restated Equity Incentive Planunder Item 11 of Western Gas Partners, LP’sForm 10-K for the year ended December 31, 2010, which shall not be incorporated by reference into this proxy statement.
(5)	61	This award represents a grant of unit value rights under the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan for Mr. Gwin’s service to our subsidiary. The market value for this award is calculated based on the maximum per unit value specified under the award agreement of $50.00. The unit value rights vest on April 2, 2011. For additional discussion of the unit value rights, please seeWestern Gas Holdings, LLC Amended and Restated Equity Incentive Planunder Item 11 of Western Gas Partners, LP’sForm 10-K for the year ended December 31, 2010, which shall not be incorporated by reference into this proxy statement.

56

---

Executive Compensation

---

Option Exercises and Stock Vested in 2010OPTION EXERCISES AND STOCK VESTED IN 2013

The following table provides information about the aggregate dollar value realized during 2013 by the NEOs onfor Anadarko awards, including option award exercises, vesting of restricted stock shares and units and performance unit award payouts during 2010.

		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		Acquired on				Value Realized on				Acquired on				Value Realized on
Name		Exercise (#)				Exercise ($)(1)				Vesting (#)(2)				Vesting ($)(1)(3)
James T. Hackett			584,534				17,233,518				248,671				16,414,664
Robert G. Gwin			0				0				38,063				2,558,601
R. A. Walker			0				0				62,073				4,102,645
Charles A. Meloy			0				0				30,126				1,991,818
Robert P. Daniels			69,300				2,500,815				40,738				2,692,554

payouts.

		Option Awards										Stock Awards
Name		Number of Shares Acquired on Exercise(#)					Value Realized on Exercise($)(1)					Number of Shares Acquired on Vesting(#)(2)					Value Realized on Vesting($)(1)
R. A. Walker(3)				87,400					3,702,772					66,077					5,787,906
Robert G. Gwin(4)				87,100					3,564,501					33,106					2,868,584
Charles A. Meloy				0					0					34,599					2,982,019
Robert P. Daniels				19,100					730,366					39,862					3,460,794
Robert K. Reeves(5)				76,500					3,239,195					29,850					2,603,833

(1)		The value realized reflects the taxable value to the NEO as of the date of the option exercise, vesting of restricted stock vesting of restricted stock units, or payment of performance unit awards. The actual value ultimately realized by the NEO may be more or less than the value realized calculated in the above table depending on whether and when the NEO held or sold the stock associated with the exercise or vesting occurrence.

(2)		Shares acquired on vestingThe numbers disclosed include restricted stock shares or units and performance unit awards paid in shares and cash, respectively, for which restrictions lapsed during 2010.2013.

(3)

Mr. Walker’s value includes the exercise of expiring stock options purchased with shares of Company common stock previously held by Mr. Walker. On November 13, 2013 and November 14, 2013, respectively, Mr. Walker transferred 33,841 and 29,977 shares of Company common stock to the Company (based on the applicable stock prices of $91.22 and $91.08) as consideration for the exercise price and applicable withholding tax.

(4)

Mr. Hackett’sGwin’s value includes 26,204the exercise of expiring stock options purchased with shares issued in 2010 as settlement for a portion of his 2009 AIP award. TheCompany common stock previously held by Mr. Gwin. On January 3, 2013, Mr. Gwin transferred 20,738 shares were valued at $1,711,645 and previously reported inof Company common stock to the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2009. Mr. Hackett’s value also includes 71,750 shares earned and deferred under his 2007 annual performance share award for the performance period ending December 31, 2009. Mr. Hackett elected in 2007 to defer receipt of any shares earned under this award until the earlier of November 28, 2013 or separation from service. The value of these sharesCompany (based on the date of deferral (February 15, 2010, the date the Compensation Committee certified the results of the performance period) was $4,686,710 based on the closingapplicable stock price of $65.32.$76.29) as consideration for the exercise price and applicable withholding tax.

(5)

Mr. Reeves’s value includes the exercise of expiring stock options purchased with shares of Company common stock previously held by Mr. Reeves. On November 13, 2013 and November 14, 2013, respectively, Mr. Reeves transferred 25,891 and 29,977 shares of Company common stock to the Company (based on the applicable stock price of $91.22 and $91.08) as consideration for the exercise price and applicable withholding tax.

Pension Benefits for 2010PENSION BENEFITS FOR 2013

The Company maintains the Anadarko Retirement Plan or the(the APC Retirement Plan,Plan) and theKerr-McGee Corporation Retirement Plan or the(the KMG Retirement Plan,Plan), both of which are funded tax-qualified defined benefit pension plans. In addition, the Company maintains the Anadarko Retirement Restoration Plan, or the APC Retirement Restoration Plan, and the Kerr-McGee Benefits Restoration Plan, or the KMG Restoration Plan, both of which are unfunded, non-qualified pension benefit plans that are designed to provide for supplementary pension benefits due to limitations imposed by the IRC that restrict the amount of benefits payable under tax-qualified plans.

APC Retirement Plan and APC Retirement Restoration Plan collectively the APC Retirement Plans

The APC Retirement Plan covers all United States-basedU.S.-based Anadarko employees, except for legacy Kerr-McGee employees. The APC Retirement Restoration Plan covers certain United States-basedU.S.-based Anadarko employees, except for legacy Kerr-McGee employees, who are affected by certain IRC limitations. For those employees hired prior to January 1, 2007, which includes all of the NEOs except Mr. Meloy (who is a participant in the KMG Retirement Plan), benefits under these plans are based upon the employee’s years of service and the greater of either (1)average monthly earnings during the annual average of the employee’s36 highest compensation over threepaid consecutive calendar years outmonths of the last 10 years of employment with the Company; or (2) the annual average compensation over the last 36 consecutive120 months of employment with the Company.

62

---

Executive Compensation

The APC Retirement PlansPlan and the APC Restoration Plan (collectively, APC Retirement Plans) do not require contributions by employees and anemployees. An employee becomes vested in his or her benefit at the completion of three years of service. Compensation covered by the APC Retirement Plans includes base salary and payments under the AIP. The maximum amount of compensation for 20102013 that may be considered in calculating benefits under the APC Retirement Plan is $245,000was $255,000 due to the annual IRC

57

---

limitation. Compensation in excess of $245,000 is$255,000 was recognized in determining benefits payable under the APC Retirement Restoration Plan.

For employees hired prior to January 1, 2007, benefits under the APC Retirement Plans are calculated as a “life-only”life-only annuity (meaning that benefits end upon the participant’s death) and are equal to the sum of the following:

1.4% x average compensation x years of service with the Company; plus

0.4% x (average compensation - covered compensation) x years of service with the Company (limited to 35 years).

	•	1.4% x average compensation x years of service with the Company; plus
	•	0.4% x (average compensation — covered compensation) x years of service with the Company (limited to 35 years).

Covered compensation is the average (without indexing) of the Social Security taxable wage base during the35-year period ending with the last day of the year in which an individual reaches Social Security retirement age. Benefits are calculated based on a normal retirement age of 65; however, employees may receive a reduced early retirement benefit as early as age 55. Employees may choose to receive their benefits under several different forms provided under the APC Retirement Plan. Employees receive their benefits from the APC Retirement Restoration Plan in the form of a lump-sum payment.

Currently, Mr. Hackett is

As of December 31, 2013, Messrs. Walker and Reeves were the only NEONEOs eligible for early retirement under the APC Retirement Plans. Early retirement benefits are calculated using the formula described above; however, the value is multiplied by an early retirement reduction factor as follows:

Age		Early Retirement Factor
62 and older			100	%
61			97	%
60			94	%
59			91	%
58			88	%
57			85	%
56			82	%
55			79	%

Age		Early Retirement Factor
62 and older				100%
61				97%
60				94%
59				91%
58				88%
57				85%
56				82%
55				79%

KMG Retirement Plan and KMG Restoration Plan collectively the KMG Retirement Plans

The KMG Retirement Plan covers all United States-based,U.S.-based, legacy Kerr-McGee employees who have not incurred a break in service of greater than one year since the dateKerr-McGee was acquired by Anadarko. The KMG Restoration Plan covers certain legacy Kerr-McGee United States-basedU.S.-based employees that are affected by the IRC limitations. Benefits under these plans are based upon the employee’s years of service and the average monthly earnings during the 36 highest paid consecutive months of the last 120 months of employment.

The KMG Retirement PlansPlan and the KMG Restoration Plan (collectively, KMG Retirement Plans) do not require contributions by employees and anemployees. An employee becomes vested in his or her benefit at the

			63

---

Executive Compensation

completion of three years of service. Compensation covered by the KMG Retirement Plans includes base salary and payments under the AIP. The maximum amount of compensation for 20102013 that may be considered in calculating benefits under the KMG Retirement Plan is $245,000was $255,000 due to the annual IRC limitation. Compensation in excess of $245,000 is$255,000 was recognized in determining benefits payable under the KMG Restoration Plan.

58

---

Benefits under the KMG Retirement Plans are calculated as a “life-only”life-only annuity for single participants, and a joint and 50% contingent annuity for married participants who are eligible for retirement. Benefits under this plan are equal to the sum of Part A and Part B:

Part A:

1.1% x average compensation x years of service prior to March 1, 1999; plus

0.5% x (average compensation - covered compensation) x years of service prior to March 1, 1999 (limited to 35 years).

	•	1.1% x average compensation x years of service prior to March 1, 1999; plus
	•	0.5% x (average compensation — covered compensation) x years of service prior to March 1, 1999 (limited to 35 years).

Part B:

1.667% x average compensation x years of service on or after March 1, 1999 (limited to 30 years); plus

0.75% x average compensation x years of service on or after March 1, 1999 in excess of 30 years; less

	•	1.667% x average compensation x years of service on or after March 1, 1999 (limited to 30 years); plus
	•	0.75% x average compensation x years of service on or after March 1, 1999 in excess of 30 years; less
	•	1% x primary social security benefit x years of service on or after March 1, 1999 as of age 65 (limited to 30 years) x (years of service on or after March 1, 1999 divided by years of service on or after March 1, 1999 at age 65).

1% x primary Social Security benefit x years of service on or after March 1, 1999 as of age 65 (limited to 30 years) x (years of service on or after March 1, 1999 divided by years of service on or after March 1, 1999 at age 65).

Covered compensation is the average (without indexing) of the Social Security taxable wage base during the35-year period ending with the last day of the year in which an individual reaches Social Security retirement age. Benefits are calculated based on a normal retirement age of 65; however, employees may receive a reduced early retirement benefit as early as age 52. Employees may choose to receive their benefits under several different forms provided under the KMG Retirement Plan. Employees receive their benefits from the KMG Restoration Plan in the form of a lump-sum payment.

Currently,

64

---

Executive Compensation

Mr. Meloy is eligible for early retirement under the KMG Restoration Plan because of the additional years of age and service credited to him under his 2006 Retention Agreement.Plan. Early retirement benefits under the KMG Retirement Plans are calculated using the formula described above, however, the value is multiplied by an early retirement reduction factor as follows:

		First Formula Percentage of Normal Retirement Age Benefit Payable (Age Reductions for  Benefits Earned Before March 1, 1999)				Second Formula Percentage of Normal Retirement Age Benefit Payable (Age Reductions for  Benefits Earned On or After March 1, 1999)
Age Benefit Payments Start		Part A		Part B
62 and older		100%		100%		100%
61		100%		95%		100%
60		100%		90%		100%
59		95%		85%		95%
58		90%		80%		90%
57		85%		75%		85%
56		80%		67.5%		80%
55		75%		60%		75%
54		70%		55%		70%
53		65%		50%		65%
52		60%		45%		60%

As of December 31, 2011, recognizing the high percentage of employees eligible to retire and based upon a recommendation from the Committee, the Board provided legacy participants in both the APC and KMG Retirement Plans a one-time option to either (1) continue to accrue benefits as outlined above (Option 1) or (2) accrue future benefits under the PWA using the same cash balance formula as employees hired on or after January 1, 2007 (Option 2). This one-time election was designed to increase employee retention by minimizing the impact of interest rate fluctuations on early retirement decisions and to accelerate the migration of employees into the PWA. For participants electing Option 2, the above formulae were modified such that:

		First Formula								Second Formula
		Percentage of Normal								Percentage of Normal
		Retirement Age Benefit Payable								Retirement Age Benefit Payable
		(Age Reductions for Benefits Earned								(Age Reductions for Benefits
Age Benefit		Before March 1, 1999)								Earned On or After March 1, 1999)
Payments Start		Part A				Part B
65			100	%			100	%			100	%
64			100	%			100	%			100	%
63			100	%			100	%			100	%
62			100	%			100	%			100	%
61			100	%			95	%			100	%
60			100	%			90	%			100	%
59			95	%			85	%			95	%
58			90	%			80	%			90	%
57			85	%			75	%			85	%
56			80	%			67.5	%			80	%
55			75	%			60	%			75	%
54			70	%			55	%			70	%
53			65	%			50	%			65	%
52			60	%			45	%			60	%

Future accruals consist of pay credits (outlined in the table below, with points equal to the sum of age and years of service) and interest credits;

59

Consistent with the treatment of employees hired on or after January 1, 2007, Anadarko will make an additional contribution each year to the Employee Savings Plan (and/or the Savings Restoration Plan, to the extent required) of four percent of eligible compensation;

Service and average compensation used in determining benefits under the above final average pay formulae were frozen as of December 31, 2011;

If retirement eligible on or before December 31, 2012, the lump sum interest rate used in determining the lump sum value of pre-2012 accruals would be no greater than 3.18%; and

If not retirement eligible on or before December 31, 2012, the lump sum interest rate used in determining the lump sum value of pre-2012 accruals would be no greater than the rate in effect on the date the participant first becomes eligible for early retirement.

			65

---

Executive Compensation

Messrs. Walker, Gwin, Daniels, and Reeves chose to continue receiving benefits under Option 1. Mr. Meloy chose to accrue benefits under the PWA beginning in 2012, according to Option 2. The current pay credits provided under the PWA are as follows:

Points		Pay Credit
80 or more				13%
70				11%
60				9%
50				7%
40				6%
Less than 40				5%

The present values provided in the table below are based on the pension benefits accrued through December 31, 2010,2013, assuming that such benefit is paid in the same form as reflected in the accounting valuation. The benefits are assumed to commence at the specified plan’s earliest unreduced retirement age, which is age 62 for those NEOs under the APC Retirement Plans and age 55 for Mr. Meloy under the KMG Retirement Plans pursuant to his 2006 Retention Agreement. All pre-retirement decrements such as pre-retirement mortality and terminations have been ignored for the purposes of these calculations. The interest rate used for discounting payments back to December 31, 20102013, is 5.0% for4.50% in the APC Restoration Plan and 5.00% in the APC Retirement Plan, 4.25% forPlan; and 4.50% in both the APC RetirementKMG Restoration Plan 4.5% forand the KMG Retirement Plan, and 4.25% for the KMG Restoration Plan, consistent with the weighted average discount raterates used in the accounting valuation. The long-term interest rate used for converting the benefit to a lump-sum form of payment is set at 100 basis points less than the discount rate, but not less than the most recently published 30-year Treasury rate. Lump sums for all Plans exceptNEOs who have locked in or will lock in a known interest rate pursuant to Option 2 (PWA) choice are valued using such lock-in rate. The interest rates used for calculating the values below are 3.89% in the APC Restoration Plan and 4.00% in the APC Retirement Plan; and 3.89% in both the KMG Restoration Plan which is set at 120 basis points less thanand the discount rate.

Pension Benefits

				Number of				Present Value of				Payments
				Years of				Accumulated				During
				Credited Service				Benefit				2010
Name		Plan Name		(#)				($)				($)
James T. Hackett(1)		APC Retirement Plan			7.000				302,673				0
		APC Retirement Restoration Plan			14.000				14,642,651				0
Robert G. Gwin		APC Retirement Plan			5.000				135,503				0
		APC Retirement Restoration Plan			5.000				695,974				0
R. A. Walker(2)		APC Retirement Plan			5.000				185,427				0
		APC Retirement Restoration Plan			13.000				4,067,427				0
Charles A. Meloy(3)		KMG Retirement Plan			28.583				1,246,171				0
		KMG Restoration Plan			33.583				16,835,834				0
Robert P. Daniels		APC Retirement Plan			25.000				841,705				0
		APC Retirement Restoration Plan			25.000				5,404,236				0

KMG Retirement Plan.

PENSION BENEFITS

Name		Plan Name		Number of Years of Credited Service (#)					Present Value of Accumulated Benefit ($)					Payments During 2013 ($)
R. A. Walker(1)		APC Retirement Plan				8.000					358,153					0
		APC Retirement Restoration Plan				16.000					7,699,683					0
Robert G. Gwin		APC Retirement Plan				8.000					261,513					0
		APC Retirement Restoration Plan				8.000					1,825,600					0
Charles A. Meloy(2)		KMG Retirement Plan				31.583					1,639,093					0
		KMG Restoration Plan				36.583					20,092,233					0
Robert P. Daniels		APC Retirement Plan				28.000					1,137,717					0
		APC Retirement Restoration Plan				28.000					6,706,206					0
Robert K. Reeves(1)		APC Retirement Plan				10.000					429,854					0
		APC Retirement Restoration Plan				15.000					4,045,479					0

(1)		The value of Mr. Hackett’sMessrs. Walker’s and Reeves’s APC Retirement Restoration Plan benefit in the table includes the effect of the additional pension service credit provided under his 2009 Employment Agreement, which was originally effective ascredits equal to eight and five years of December 2003 and reflected future retirement benefits forfeited with his prior employer. Mr.��Hackett vested in these additional pensioncredited service, credits on December 3, 2008.
(2)		Mr. Walker will be provided additional pension service credits under the APC Retirement Restoration Plan if he remains employed until age 55. These additional pension service credits wererespectively, provided in 2007 to recognize that he was athey were mid-career hirehires that we would like to retain for the remainder

66

---

Executive Compensation

of his career.their careers. Providing himthem additional service credits recognizesrecognized a portion of histheir prior industry and service years, which directly benefits us and our stockholders. The value reflectedMessrs. Walker and Reeves vested in the APC Retirement Restoration Plan amount includes the effect of thisthese additional pension credit, assuming its applicationservice credits on February 20, 2012 and December 12, 2012, respectively. Messrs. Walker’s and Reeves’s total pension values as of December 31, 2010. However, as of December 31, 2010, Mr. Walker has not yet earned the right to this2013, excluding these additional pension service credit. The value of Mr. Walker’s APC Retirement Restoration Plan benefit as of December 31, 2010 excluding the effect of the additional pension service credit is $1,433,964, for a total pension value of $1,619,391.credits are $4,022,454 and $2,977,792, respectively.

(3)	(2)	The value of Mr. Meloy’s KMG Retirement Restoration Plan benefit includes the effect of the additional pension service credits equal to five years of credit service provided under his 2006 Retention Agreement. Mr. Meloy vested in these additional pension service credits on August 10, 2009. The additional pension service credit was included in the 2006 Retention Agreement to compensate him for certain severance benefits he was otherwise entitled to receive under thechange-of-control agreement he had with Kerr-McGee. Mr. Meloy’s total pension value as of December 31, 2013, excluding these additional pension service credits is $14,365,910.

60

NON-QUALIFIED DEFERRED COMPENSATION FOR 2013

---

Non-Qualified Deferred Compensation for 2010

The Company maintains a Deferred Compensation Plan for certain employees, including the NEOs. Under this Plan, certain employees may voluntarily defer receipt of up to 75% of their salaryand/or up to 100% of their AIP payments. The Company does not match these deferred amounts. In general, deferred amounts are distributed to the participant upon separation from service or at a specific date as elected by the participant. At the time deferral elections are made, participants also elect to receive their distributions in either lump-sum or annual installments not exceeding 15 years.

The

Due to IRC limitations that restrict the amount of benefits payable under the tax-qualified 401(k) Plan, the Company hassponsors a non-qualified Savings Restoration Plan. The Savings Restoration Plan that accrues a benefit substantially equal to the amountexcess, if any, of Company matching and PWA contributions that in the absence of certain IRC limitations, would have been allocated to an NEO’sa participant’s 401(k) Plan account as Company matching contributionseach year without regard to IRC limitations over amounts that were, in fact, allocated to a participant’s account. After a participant reaches the IRC limitations under the 401(k) Plan.Plan, the Company makes contributions on their behalf up to the six-percent match on eligible compensation they would have otherwise been entitled to receive under the 401(k) Plan and, if applicable, an additional four percent of eligible compensation for PWA participants. Eligible compensation includes base salary and AIP bonus payments. In general, deferred amounts are distributed to the participant in lump-sum upon separation from service.

Both the Deferred Compensation Plan and the Savings Restoration Plan permit participants to allocate the deferred amounts among a group of notional accounts that mirror the gainsand/or losses of various investment funds provided in the 401(k) Plan (but excluding the Company stock fund). These notional accounts do not provide for above-market or preferential earnings. Each participant directs investments of the individual accounts set up for the participant under the plans and may make changes in the investments as often as daily. Since each executive officer chooses the investment vehicle or vehicles (including a selection of funds ranging from fixed income to emerging markets, as well as other equity, debt and mixed investment strategies in between) and may change their allocations from time to time, the return on the investment will depend on how well theeach underlying investment fund performed during the time the executive officer chose it as an investment vehicle. The aggregate performance of such investment is reflected in the “Aggregate Earnings/Losses in 2010”2013” column.

Beginning in 2007, executive

			67

---

Executive Compensation

Executive officers were given the opportunity to make voluntary deferral elections for all of their annual restricted stock unit and performance unit awards granted under the Company’s 1999 Stock Incentive Plan and subsequently, the 2008 and 2012 Omnibus Plan.Plans. Any earningsand/or losses attributable to the deferred shares otherwise payable under these awards are based on the performance of the Company’s stock over the deferral period. In general, deferred awards are distributed to the participant, in the form of Company common stock or cash, as designated by the Compensation Committee at the time of grant, upon termination or at a specific date as elected by the participant. The Company does not subsidize or match any deferrals of compensation into these plans.

		Executive				Company				Aggregate				Aggregate				Aggregate Balance
		Contributions in				Contributions in				Earnings/Losses				Withdrawals/				at End of
		2010				2010				in 2010				Distributions				2010
Name		($)				($)				($)				($)				($)
James T. Hackett
Deferred Compensation Plan			0				0				0				0				0
Savings Restoration Plan(1)			0				304,318				195,088				0				1,664,922
1999 Stock Incentive Plan(2)			4,686,710				0				777,770				0				5,464,480
Omnibus Plan			0				0				0				0				0
Robert G. Gwin
Deferred Compensation Plan			0				0				0				0				0
Savings Restoration Plan(1)			0				84,451				46,198				0				250,118
1999 Stock Incentive Plan			0				0				0				0				0
Omnibus Plan			0				0				0				0				0
R. A. Walker
Deferred Compensation Plan			0				0				0				0				0
Savings Restoration Plan(1)			0				105,637				45,152				0				424,723
1999 Stock Incentive Plan			0				0				0				0				0
Omnibus Plan			0				0				0				0				0

61

---

Name		Executive Contributions in 2013 ($)					Company Contributions in 2013 ($)					Aggregate Earnings/(Losses) in 2013 ($)					Aggregate Withdrawals / Distributions ($)					Aggregate Balance at End of 2013 ($)
R. A. Walker
Deferred Compensation Plan				0					0					0					0					0
Savings Restoration Plan(1)				0					200,933					109,964					0					1,011,348
1999 Stock Incentive Plan				0					0					0					0					0
2008 Omnibus Plan				0					0					0					0					0
2012 Omnibus Plan				0					0					0					0					0
Robert G. Gwin
Deferred Compensation Plan				0					0					0					0					0
Savings Restoration Plan(1)				0					27,842					191,430					0					704,153
1999 Stock Incentive Plan				0					0					0					0					0
2008 Omnibus Plan				0					0					0					0					0
2012 Omnibus Plan				0					0					0					0					0
Charles A. Meloy
Deferred Compensation Plan				0					0					0					0					0
Savings Restoration Plan(1)				0					149,393					130,985					0					960,848
1999 Stock Incentive Plan				0					0					0					0					0
2008 Omnibus Plan				0					0					0					0					0
2012 Omnibus Plan				0					0					0					0					0
Robert P. Daniels
Deferred Compensation Plan(2)				0					0					435,127					0					2,028,461
Savings Restoration Plan(1)				0					89,636					68,485					0					618,062
1999 Stock Incentive Plan				0					0					0					0					0
2008 Omnibus Plan				0					0					0					0					0
2012 Omnibus Plan				0					0					0					0					0
Robert K. Reeves
Deferred Compensation Plan				0					0					0					0					0
Savings Restoration Plan(1)				0					93,367					74,078					0					739,329
1999 Stock Incentive Plan				0					0					0					0					0
2008 Omnibus Plan				0					0					0					0					0
2012 Omnibus Plan				0					0					0					0					0

		Executive				Company				Aggregate				Aggregate				Aggregate Balance
		Contributions in				Contributions in				Earnings/Losses				Withdrawals/				at End of
		2010				2010				in 2010				Distributions				2010
Name		($)				($)				($)				($)				($)
Charles A. Meloy
Deferred Compensation Plan			0				0				0				0				0
Savings Restoration Plan(1)			0				89,498				48,274				0				405,474
1999 Stock Incentive Plan			0				0				0				0				0
Omnibus Plan			0				0				0				0				0
Robert P. Daniels
Deferred Compensation Plan			0				0				184,078				0				1,448,999
Savings Restoration Plan(1)			0				80,106				41,511				0				510,593
1999 Stock Incentive Plan			0				0				0				0				0
Omnibus Plan			0				0				0				0				0

(1)		Company contributions in the Savings Restoration Plan are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the fiscal year 2010.2013. The Savings Restoration Plan Aggregate Balance includes amounts reported in the “All Other Compensation” column of the Summary Compensation Table for 20102013 as well as amounts previously reported in prior Summary Compensation Tables, to the extent the executive was an NEO for that fiscal year.Tables. The amounts currently or previously reported in the Summary Compensation Table for each NEO are as follows: Mr. HackettWalker — $1,211,149;$772,787; Mr. Gwin — $139,208; Mr. Walker — $351,202;$359,084; Mr. Meloy — $299,377; and$669,708; Mr. Daniels — $154,836.$402,331; and Mr. Reeves — $387,407.

(2)

Mr. Hackett electedDaniels’s balance in 2007 to defer receipt of any shares earned under his 2007 annual performance share award. In accordance with his election, 71,750 shares earned for the performance period ending December 31, 2009 were deferred until the earlier of November 28, 2013 or separation from service. The value of these shares on the date of deferral (February 15, 2010, the date the Committee certified the results of the performance period) was $4,686,710 based on the closing stock price of $65.32. The value of these shares on December 31, 2010 was $5,464,480 based on the closing stock price of $76.16.Deferred Compensation Plan includes $366,203 previously reported in prior Summary Compensation Tables.

62

68

---

Executive Compensation

Potential Payments Upon Termination orChange-of-ControlPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The following tables reflect potential payments to our NEOs under existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios involving achange-of-control change of control or termination of employment of each NEO, assuming a termination date of December 31, 2010 termination date,2013, and, where applicable, using the closing price of our common stock of $76.16$79.32 (as reported on the NYSE as of December 31, 2010)2013).

The following are general definitions that apply to the termination scenarios detailed below. These definitions have been summarized and are qualified in their entirety by the full text of the applicable plans or agreements to which our NEOs are parties.

“

Involuntary Termination”Termination is generally defined as any termination that does not result from the following termination events: resignation; retirement; for cause; death; qualifying disability; extended leave of absence; continued failure to perform duties or responsibilities; a termination in connection with any corporate sale transaction where continued employment is available; or a termination if the employeeNEO is eligible to receive benefits from a Key EmployeeChange-of-Control Contract.

“ Contract, or under an employment or severance agreement.

For Cause”Cause is generally defined as the following:

the willful and continued failure of the executive officer to perform substantially the executive officer’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness) or material breach of any material provision in an employment agreement (if applicable), after written demand for substantial performance is delivered to the executive officer by the Board or the CEO of the Company which specifically identifies the manner in which the Board or CEO believes that the executive officer has not substantially performed the executive officer’s duties; or

the willful engaging by the executive officer in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

	•	the willful and continued failure of the executive to perform substantially the executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness) or material breach of any material provision in an employment agreement (if applicable), after written demand for substantial performance is delivered to the executive by the Board or the CEO of the Company which specifically identifies the manner in which the Board or CEO believes that the executive has not substantially performed the executive’s duties; or
	•	the willful engaging by the executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

A“Change-of-Control” Change of Control is generally defined as any one of the following occurrences:

any individual, entity or group acquires beneficial ownership of 20% or more of either the outstanding shares of our common stock or our combined voting power;

individuals who constitute the Board (as of the date of either a given change-of-control contract or an award agreement under our equity plans, as applicable) cease to constitute a majority of the Board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date of either the change-of-control contract or an award agreement under our equity plans, as applicable, will be deemed a member of the incumbent Board;

a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets or the acquisition of assets of another entity, unless following the business combination,

	•	any individual, entity or group acquires beneficial ownership of 20% or more of either the outstanding shares of our common stock or our combined voting power;
	•	individuals who constitute the Board (as of the date of either a givenchange-of-control contract or an award agreement under our equity plans, as applicable) cease to constitute a majority of the Board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date of either thechange-of-control contract or an award agreement under our equity plans, as applicable, will be deemed a member of the incumbent Board;
	•	a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets or the acquisition of assets of another entity, unless following the business combination,

	–		all or substantially all of the beneficial owners of our outstanding common stock prior to the business combination own more than 60% of the outstanding common stock of the corporation resulting from the business combination;

			69

---

Executive Compensation

	–		no person, entity or group owns 20% or more of the outstanding voting securities of the corporation resulting from the business combination; and

–

at least a majority of the board of the corporation resulting from the business combination were members of our Board prior to the business combination; or

approval by our stockholders of our complete liquidation or dissolution.

	•	approval by our stockholders of our complete liquidation or dissolution.

“

Good Reason”Reason is generally defined as any one of the following occurrences within three years of aChange-of-Control:

	•	diminution in the executive’s position, authority, duties or responsibilities that were effective immediately prior to theChange-of-Control, excluding for this purpose an isolated, insubstantial and

63

Change of Control:

---

diminution in the executive officer’s position, authority, duties or responsibilities that were effective immediately prior to the Change of Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the executive officer;

any failure by the Company to provide compensation to the executive officer at levels that were effective immediately prior to the Change of Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the executive officer;

		inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the executive;

any material change in the location, as defined in the applicable agreement, where the executive officer was employed immediately preceding the Change of Control, or the Company requiring the executive officer to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control;

any termination by the executive officer for any reason during the 30-day period immediately following the first anniversary of a Change of Control (such occurrence is not part of the good reason definition under Mr. Walker’s Severance Agreement);

	•	any failure by the Company to provide compensation to the executive at levels that were effective immediately prior to theChange-of-Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the executive;
	•	any material change in the location, as defined in the applicable agreement, where the executive was employed immediately preceding theChange-of-Control, or the Company requiring the executive to travel on Company business to a substantially greater extent than required immediately prior to theChange-of-Control;
	•	any termination by the executive for any reason during the30-day period immediately following the first anniversary of aChange-of-Control;
	•	any purported termination by the Company of the executive’s employment otherwise than as expressly permitted in theirChange-of-Control or Employment Agreement; or
	•	any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume the terms provided in the executive’sChange-of-Control or Employment Agreement.

any purported termination by the Company of the executive officer’s employment otherwise than as expressly permitted in their Change-of-Control, Employment or Severance Agreement; or

any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume the terms provided in the executive officer’s Change-of-Control or Employment or Severance Agreement.

In February 2011, the Compensation Committee eliminated on a prospective basis the “Good Reason”Good Reason provision allowing an executive officer to terminate for any reason during the30-day period immediately following the first anniversary of aChange-of-Control Change of Control for all newChange-of-Controlkey employee change-of-control contracts executed with any newly appointedand/or newly hired senior executivesexecutive officers who are not otherwise subject to an existing agreement.

“Disability” The new Severance Agreement for Mr. Walker also excludes this modified single-trigger provision.

Disability is generally defined as the absence of the executive officer from the executive’shis or her duties with the Company on a full-time basis for 180 business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the executive officer or the executive’sexecutive officer’s legal representative.

70

---

Executive Compensation

Additional details of the post-termination arrangements can be found in the Compensation Discussion and Analysis beginning on page 45.

51.

Involuntary For Cause or Voluntary Termination (Including Retirement)

		Mr. Hackett(1)				Mr. Gwin				Mr. Walker				Mr. Meloy(1)				Mr. Daniels
Retirement Restoration Plan Benefits(2)		$	16,446,642			$	539,360			$	1,092,900			$	16,112,160			$	4,136,079
Non-qualified Deferred Compensation(3)		$	7,129,402			$	250,118			$	424,723			$	405,474			$	1,959,592
Pro-rata Portion of Performance Unit Awards(4)		$	8,017,922			$	—			$	—			$	1,392,256			$	—
Health and Welfare Benefits(5)		$	100,993			$	—			$	—			$	—			$	—
Repayment of Retention Payment(6)		$	—			$	—			$	—			$	(5,000,000	)		$	—
Total		$	31,694,959			$	789,478			$	1,517,623			$	12,909,890			$	6,095,671

		Mr. Walker($)					Mr. Gwin($)					Mr. Meloy($)					Mr. Daniels($)					Mr. Reeves($)
Cash Severance				0					0					0					0					0
Total				0					0					0					0					0

Voluntary Termination (Including Retirement)
		Mr. Walker($)(1)					Mr. Gwin($)					Mr. Meloy($)(1)					Mr. Daniels($)					Mr. Reeves($)(1)
Prorated Portion of Performance Unit Awards(2)				546,049					0					143,718					0					109,595
Total				546,049					0					143,718					0					109,595

(1)		As of December 31, 2013, Messrs. HackettWalker, Meloy and Meloy are currently the only NEOsReeves were eligible for retirement.

(2)		Reflects the lump-sum present value of vested benefits related to the Company’s supplemental pension benefits.
(3)		Reflects the combined vested balances in the non-qualified Savings Restoration Plan and Deferred Compensation Plan. Mr. Hackett’s value includes the shares he earned and deferred under the 1999 Stock

64

---

		Incentive Plan in settlement for his 2007 annual performance share award for the performance period ending December 31, 2009.
(4)		Under the terms of the performance unit agreements, retirement eligibleretirement-eligible participants receive a prorated payout, paid after the end of the performance period, based on actual performance and the number of months worked during the performance period. Messrs. Hackett’sWalker’s, Meloy’s and Meloy’sReeves’s values reflect an estimated payout based on performance to date through December 31, 2010,2013, which is not indicative of the actual payout they will receive at the end of the performance period based on actual performance. No values have been reported for the other NEOs as they are not retirement eligible.
(5)		Mr. Hackett’s value represents the lump-sum value of vested subsidized retiree medical benefits.
(6)		Pursuant to the terms of Mr. Meloy’s 2010 Retention Agreement and described on page 49, in the event he voluntarily resigns (including retirement) or is terminated for cause through December 31, 2010, he is required to repay 100% of his retention payment, or $5,000,000.

Involuntary Not For Cause Termination

		Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
Cash Severance(1)		$	10,815,750			$	2,109,250			$	2,205,000			$	—			$	1,696,250
Pro-rata AIP Bonus for 2010(2)		$	2,975,115			$	1,093,094			$	1,027,896			$	955,937			$	955,937
Accelerated Equity Compensation(3)		$	37,929,039			$	12,977,759			$	14,301,873			$	9,837,752			$	11,469,313
Retirement Restoration Plan Benefits(4)		$	23,658,198			$	539,360			$	1,092,900			$	19,156,280			$	4,136,079
Non-qualified Deferred Compensation(5)		$	7,129,402			$	250,118			$	424,723			$	405,474			$	1,959,592
Health and Welfare Benefits(6)		$	172,519			$	44,322			$	67,417			$	41,212			$	324,532
Total		$	82,680,023			$	17,013,903			$	19,119,809			$	30,396,655			$	20,541,703

		Mr. Walker($)					Mr. Gwin($)					Mr. Meloy($)					Mr. Daniels($)					Mr. Reeves($)
Cash Severance(1)				5,980,000					2,212,500					2,065,000					2,065,000					2,065,000
Pro-rata AIP Bonus(2)				2,923,700					1,181,740					1,005,064					1,005,064					1,077,757
Accelerated Equity Compensation(3)				12,631,562					4,364,421					4,471,391					4,471,391					3,731,254
Retirement Restoration Plan Benefits(4)				0					0					2,704,483					0					0
Health and Welfare Benefits(5)				130,033					68,856					52,873					510,813					80,226
Total				21,665,295					7,827,517					10,298,811					8,052,268					6,954,237

(1)		Mr. Hackett’sWalker’s value assumes threetwo times the sum of his base salary in effect at the end of 2013 plus his target AIP bonus;bonus (with his target AIP calculated based on his salary in effect at the beginning of the year); all other NEO values assume two times base salary plus one times target AIP target bonus. Pursuant to Mr. Meloy’s 2010 Retention Agreement and describedbonus, in each case calculated based on page 49, if his employment is terminated under an involuntary not for cause scenario through December 31, 2010, then his retention paymentthe NEO’s base salary in effect at the end of $5,000,000 shall be applied as on offset against the amount of severance pay owed by the Company. As a result, Mr. Meloy’s retention payment reduced his cash severance amount to $0.2013.

(2)		Payment,All payments, if provided, will be paid at the end of the performance period based on actualfollowing the Committee’s certification of corporate performance. TheAll NEO values in the table are based on base salary earnings for the year and reflect the actual bonuses awarded under the Company’s 20102013 AIP as discussed on page 39.45.

(3)		Reflects thein-the-money value of unvested stock options, the estimated current value of unvested performance units (based on performance to date) and the value of unvested restricted stock shares and restricted stock units, under Anadarko equity plans, all as of December 31, 2010.2013. In the event of an involuntary termination, unvested performance units granted prior to 2009 would be paid at target upon termination and all other unvested performance units would be paid after the end of the applicable performance periods based on actual performance. For performance units payable based on actual performance, current values reflect performance to date estimates as of December 31, 2010. Mr. Gwin’s value includes his unvested unit value rights and unit appreciation rights under the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan for his service to our subsidiary. The value of his unvested unit value rights is calculated based on the maximum per unit value specified under the award agreement of $50.00. The value of his unvested unit appreciation rights is based on the per unit value effective on December 31, 2010 of $215.00.

(4)

Reflects the lump-sum present value of vestedadditional benefits related to the Company’s supplemental pension benefits. Values exclude vested amounts payable underbenefits which are contingent upon the qualified plans available to all employees.termination event. All values include special pension credits, if applicable, provided through an employment agreement, retention agreement, the APC Retirement Restoration Plan or the KMG Restoration Plan.Plan, respectively. On acase-by-case basis, the Compensation Committee may approve a special retirement benefit enhancement that is equivalent to

65

---

		the additional supplemental pension benefits that would have accrued assuming they were eligible for subsidized early retirement benefits. Messrs. Hackett

			71

---

Executive Compensation

Walker, Meloy, and MeloyReeves are not eligible for this supplemental benefit because they are currentlywere eligible for early retirement.retirement as of December 31, 2013. If the Compensation Committee were to have approved this special benefit for the other NEOs, the incremental value as of December 31, 20102013, to the retirement restoration planRetirement Restoration Plan benefits disclosed above would have been as follows:$993,719 for Mr. Gwin — $380,172;and $3,519,791 for Mr. Walker — $693,424; and Mr. Daniels — $2,734,492.Daniels.

(5)		Reflects the combined vested balances in the non-qualified Savings Restoration Plan and Deferred Compensation Plan. Mr. Hackett’s value includes the shares he earned and deferred under the 1999 Stock Incentive Plan in settlement for his 2007 annual performance share award for the performance period ending December 31, 2009.
(6)		Mr. Hackett’s value represents 18 months of health and welfare benefit coverage and the lump-sum value of subsidized retiree medical benefits; all other NEO values representa total of 24 months of health and welfare benefit coverage. All amounts are present values determined in accordance with FASB ASC Topic 715. Mr. Daniels’Daniels’s value also includes the present value of a retiree death benefit in the Management Life Insurance Plan or MLIP.(MLIP). The MLIP provides for a retiree death benefit equal to one times final base salary. This retiree death benefit is only applicable to participants who were employed by the Company on June 30, 2003. Therefore, this benefit is only applicable to Mr. Daniels.

Change-of-Control:Change of Control: Involuntary Termination or Voluntary Termination For Good Reason

		Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
Cash Severance(1)		$	10,815,750			$	4,959,044			$	5,787,687			$	—			$	4,582,290
Pro-rata AIP Bonus for 2010(2)		$	2,037,750			$	995,015			$	1,260,754			$	1,005,100			$	1,005,100
Accelerated Equity Compensation(3)		$	41,040,023			$	13,720,472			$	15,447,471			$	10,832,706			$	12,464,267
Retirement Restoration Plan Benefits(4)		$	23,636,357			$	2,260,821			$	5,384,096			$	19,156,280			$	8,144,268
Non-qualified Deferred Compensation(5)		$	8,086,455			$	557,921			$	783,959			$	689,892			$	2,244,010
Health and Welfare Benefits(6)		$	242,035			$	70,357			$	193,733			$	61,524			$	346,012
Outplacement Assistance		$	30,000			$	30,000			$	30,000			$	30,000			$	30,000
Financial Counseling(7)		$	—			$	41,190			$	41,190			$	41,190			$	41,190
Excise Tax andGross-up(8)		$	13,252,887			$	5,449,468			$	8,069,428			$	3,424,670			$	6,045,231
Total		$	99,141,257			$	28,084,288			$	36,998,318			$	35,241,362			$	34,902,368

		Mr. Walker($)					Mr. Gwin($)					Mr. Meloy($)					Mr. Daniels($)					Mr. Reeves($)
Cash Severance(1)				7,475,000					5,344,973					4,856,630					4,856,630					4,931,015
Pro-rata AIP Bonus(2)				2,923,700					1,093,094					974,700					974,700					1,000,350
Accelerated Equity Compensation(3)				12,929,954					4,543,317					4,655,031					4,655,031					3,871,292
Retirement Restoration Plan Benefits(4)				6,390,043					2,238,386					2,704,483					4,753,675					1,537,936
Nonqualified Deferred Compensation(5)				638,800					135,000					502,410					301,446					306,063
Health and Welfare Benefits(6)				193,391					102,893					81,038					536,656					119,766
Outplacement Assistance				30,000					30,000					30,000					30,000					30,000
Financial Counseling(7)				0					46,309					46,309					46,309					46,309
Excise Tax and Gross-Up(8)				N/A					0					0					0					0
Best-of-Net Tax Adjustment(9)				(4,324,441	)				N/A					N/A					N/A					N/A
Total				26,256,447					13,533,972					13,850,601					16,154,447					11,842,731

(1)		Mr. Hackett’sWalker’s value assumes three2.5 times the sum of his base salary in effect at the end of 2013 plus his target AIP bonus;bonus for the year of termination; all other NEO values assume 2.9 times the sum of base salary plus the highest AIP bonus paid in the past three years. Pursuant to Mr. Meloy’s 2010 Retention Agreement and described on page 49, if his employment is terminated because of either an involuntary termination or voluntary for Good Reason termination in achange-of-control scenario through December 31, 2010, then his retention payment of $5,000,000 shall be applied as an offset against the amount of severance pay owed by the Company. As a result, Mr. Meloy’s retention payment reduced his cash severance amount to $0.

(2)		Mr. Hackett’sWalker’s value assumes payment of a pro-rata AIP bonus based on thehis target AIP bonus percentage andin effect for the year of termination, his base salary in effect asat the beginning of December 31, 2010;the year and the Company’s actual performance under the Company’s 2013 AIP; all other NEO values assume the full-year equivalent of the highest annual AIP bonus the officer received over the past three years.

(3)

Includes thein-the-money value of unvested stock options, the target value of unvested performance units, and the value of unvested restricted stock units and the estimated current value of unvested performance units, all as of December 31, 2010. Mr. Gwin’s value includes his2013. Upon a Change of Control, unvested unit value rights and unit appreciation rights underperformance units granted prior to 2012 would be paid at target. Upon a Change of Control, the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan for his service to our subsidiary. The value of his unvested unit value rights isany outstanding performance units granted in 2012 and 2013 will be calculated based on the maximum per unit value specified underCompany’s TSR performance and the award agreementprice of $50.00. Thethe Company’s Common Stock at the time of the Change of Control and converted into restricted stock units of the surviving company. In the event of an involuntary not for cause or voluntary for good reason termination within two years following a Change of Control, the units will generally be paid on the first business day that is at least six months and one day following the separation from service. In the event of an involuntary not for cause or voluntary for good reason termination that is more than two years following a Change of Control, the units will be paid at the end of the performance period. For performance units payable based on actual performance, current values reflect performance to date estimates as of December 31, 2013.

(4)

Reflects the lump-sum present value of his unvested unit appreciation rights is based onadditional benefits related to the per unit value effective onCompany’s supplemental pension benefits which are contingent upon the termination event. For Messrs. Gwin and Daniels, who as of December 31, 2010 of $215.00.

66

---

(4)		For all NEOs, except for Mr. Hackett, who is already2013 were not retirement eligible, for early retirement, the values include a special retirement benefit enhancement that is equivalent to the additional supplemental pension benefits that would have accrued assuming the

72

---

Executive Compensation

	NEOs were eligible for subsidized early retirement benefits. Values exclude vested amounts payable under the qualified plans available to all employees. All values include special pension credits, provided through an employment agreement, retention agreement, the APC Retirement Restoration Plan, the KMG Restoration Plan or a key employee change-of-control agreement. contract, respectively.

(5)		Includes the combined balances in the non-qualified Savings Restoration Plan and Deferred Compensation Plan plusvalue of an additional three years of employer contributions into the Savings Restoration Plan based on each officer’s current contribution rate to the Plan. Mr. Hackett’s value includes the shares he earned and deferred under the 1999 Stock Incentive Plan in settlement for his 2007 annual performance share award for the performance period ending December 31, 2009.

(6)		Values represent 36 months of health and welfare benefit coverage. Messrs. Hackett’s and Walker’s values also include the lump-sum value of subsidized retiree medical benefits. All amounts are present values determined in accordance with FASB ASC Topic 715. Mr. Daniels’Daniels’s value also includes the present value of a retiree death benefit in the MLIP. The MLIP provides for a retiree death benefit equal to one times final base salary. This retiree death benefit is only applicable to participants who were employed by the Company on June 30, 2003. Therefore, this benefit is only applicable to Mr. Daniels.

(7)		Values assumereflect the cost of continuation of financial counseling services continue for three years after termination. Per the terms of Mr. Hackett doesWalker’s Severance Agreement, he is not currently use this Company-provided service and therefore benefits are not assumed to be extended to him after termination.eligible for post-termination financial counseling benefits.

(8)

Values estimate the total payment required to make each executive officer whole for the 20% excise tax imposed by IRC Section 4999. Mr. Walker is no longer eligible for this excise tax gross-up benefit per the terms of his Severance Agreement.

Disability

		Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
Cash Severance		$	—			$	—			$	—			$	—			$	—
Pro-rata AIP Bonus for 2010(1)		$	2,037,750			$	624,625			$	704,039			$	546,250			$	546,250
Accelerated Equity Compensation(2)		$	41,040,023			$	13,720,472			$	15,447,471			$	10,832,706			$	12,464,267
Retirement Restoration Plan Benefits(3)		$	16,446,642			$	539,360			$	1,092,900			$	16,112,160			$	4,136,079
Non-qualified Deferred Compensation(4)		$	7,129,402			$	250,118			$	424,723			$	405,474			$	1,959,592
Health and Welfare Benefits(5)		$	1,266,246			$	450,541			$	416,147			$	352,178			$	343,502
Total		$	67,920,063			$	15,585,116			$	18,085,280			$	28,248,768			$	19,449,690

(9)

Reflects the aggregate impact of the best-of-net tax adjustment as prescribed under Mr. Walker’s Severance Agreement (as discussed on page 54).

Disability

		Mr. Walker($)					Mr. Gwin($)					Mr. Meloy($)					Mr. Daniels($)					Mr. Reeves($)
Cash Severance				0					0					0					0					0
Pro-rata AIP Bonus(1)				1,690,000					683,087					580,962					580,962					622,981
Accelerated Equity Compensation(2)				12,929,954					4,543,317					4,655,031					4,655,031					3,871,292
Health and Welfare Benefits(3)				906,673					459,225					399,831					380,211					360,112
Total				15,526,627					5,685,629					5,635,824					5,616,204					4,854,385

(1)		Represents payment of a pro-rata target AIP bonus based on target bonus percentages effective for the 20102013 AIP and eligible earnings as of December 31, 2010.2013.

(2)

Includes the in-the-money value of unvested stock options, the value of unvested restricted stock units and the estimated current value of unvested performance units, all as of December 31, 2013. In the event of a termination as a result of a disability, unvested performance units granted prior to 2012 would be paid at target. Performance units granted in 2012 and 2013 would be paid after the end of the applicable performance period, based on actual performance. For performance units payable based on actual performance, current values reflect performance to date estimates as of December 31, 2013.

(3)	Reflects the cost of the continuation of additional death benefit coverage provided to executive officers of the Company until age 65. All amounts are present values determined in accordance with FASB ASC Topic 715.

Death

		Mr. Walker($)					Mr. Gwin($)					Mr. Meloy($)					Mr. Daniels($)					Mr. Reeves($)
Cash Severance				0					0					0					0					0
Pro-rata AIP Bonus(1)				1,690,000					683,087					580,962					580,962					622,981
Accelerated Equity Compensation(2)				16,036,777					5,514,036					5,651,528					5,651,528					4,631,099
Life Insurance Proceeds(3)				2,928,510					2,463,394					2,067,183					2,067,183					2,239,449
Total				20,655,287					8,660,517					8,299,673					8,299,673					7,493,529

			73

---

Executive Compensation

(1)	Represents payment of a pro-rata target AIP bonus based on target bonus percentages effective for the 2013 AIP and eligible earnings as of December 31, 2013.

(2)	Includes the in-the-money value of unvested stock options, the target value of unvested performance units, and the value of unvested restricted stock and units, all as of December 31, 2010. Mr. Gwin’s value includes his unvested unit value rights and unit appreciation rights under the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan for his service to our subsidiary. The value of his unvested unit value rights is calculated based on the maximum per unit value specified under the award agreement of $50.00. The value of his unvested unit appreciation rights is based on the per unit value effective on December 31, 2010 of $215.00.
(3)		Reflects the lump-sum present value of vested benefits related to the Company’s supplemental pension benefits.
(4)		Reflects the combined vested balances in the non-qualified Savings Restoration Plan and Deferred Compensation Plan. Mr. Hackett’s value includes the shares he earned and deferred under the 1999 Stock Incentive Plan in settlement for his 2007 annual performance share award for the performance period ending December 31, 2009.2013.

67

---

(5)		Reflects the continuation of additional death benefit coverage provided to officers of the Company until age 65. All amounts are present values determined in accordance with FASB ASC Topic 715. Mr. Hackett’s value also includes the lump-sum value of vested subsidized retiree medical benefits.

Death

		Mr. Hackett				Mr. Gwin				Mr. Walker				Mr. Meloy				Mr. Daniels
Cash Severance		$	—			$	—			$	—			$	—			$	—
Pro-rata AIP Bonus for 2010(1)		$	2,037,750			$	624,625			$	704,039			$	546,250			$	546,250
Accelerated Equity Compensation(2)		$	41,040,023			$	13,720,472			$	15,447,471			$	10,832,706			$	12,464,267
Retirement Restoration Plan Benefits(3)		$	16,446,642			$	539,360			$	1,092,900			$	16,112,160			$	4,136,079
Non-qualified Deferred Compensation(4)		$	7,129,402			$	250,118			$	424,723			$	405,474			$	1,959,592
Life Insurance Proceeds(5)		$	7,606,894			$	2,250,197			$	2,313,139			$	1,809,599			$	1,809,599
Total		$	74,260,711			$	17,384,772			$	19,982,272			$	29,706,189			$	20,915,787

(1)		Represents payment of a pro-rata target AIP bonus based on target bonus percentages effective for the 2010 AIP and eligible earnings as of December 31, 2010.
(2)		Includes thein-the-money value of unvested stock options, the target value of unvested performance units, and the value of unvested restricted stock and units, all as of December 31, 2010. Mr. Gwin’s value includes his unvested unit value rights and unit appreciation rights under the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan for his service to our subsidiary. The value of his unvested unit value rights is calculated based on the maximum per unit value specified under the award agreement of $50.00. The value of his unvested unit appreciation rights is based on the per unit value effective on December 31, 2010 of $215.00.
(3)		Includes the lump-sum present value of vested benefits related to the Company’s supplemental pension benefits.
(4)		Includes the combined vested balances in the non-qualified Savings Restoration Plan and Deferred Compensation Plan. Mr. Hackett’s value includes the shares he earned and deferred under the 1999 Stock Incentive Plan in settlement for his 2007 annual performance share award for the performance period ending December 31, 2009.
(5)		Includes amounts payable under additional death benefits provided to executive officers and other key employees of the Company. These liabilities are not insured, but are self-funded by the Company. Proceeds are not exempt from federal taxes; values shown include an additional taxgross-up amount to equate benefits with nontaxable life insurance proceeds. Values exclude death benefit proceeds from programs available to all employees. Mr. Hackett’s

In addition to the benefits outlined above for each termination scenario, each of the NEOs would be paid following termination for any reason, the following vested amounts under our nonqualified benefit programs, which have been previously earned but not paid:

		Mr. Walker($)					Mr. Gwin($)					Mr. Meloy($)					Mr. Daniels($)					Mr. Reeves($)
Retirement Restoration Plan Benefits(1)				10,360,461					1,891,960					21,111,121					6,562,068					5,588,367
Non-qualified Deferred Compensation(2)				1,011,348					704,153					960,848					2,646,523					739,329
Health and Welfare Benefits(3)				113,518					0					0					0					122,289
Total				11,485,327					2,596,113					22,071,969					9,208,591					6,449,985

(1)	Reflects the lump-sum present value also includesof vested benefits related to the Company’s supplemental pension benefits.

(2)	Reflects the combined vested balances in the non-qualified Savings Restoration Plan and Deferred Compensation Plan.

(3)

Messrs. Walker’s and Reeves’s values represent the lump-sum value of vested subsidized retiree medical benefits. This benefit is coordinated with any additional continuation of health and welfare benefits. In the event of an involuntary not for cause termination, Messrs. Walker’s and Reeves’s vested benefits would be reduced to $82,000 and $90,803, respectively. In the event of an involuntary not for cause or voluntary for good reason termination following a change of control, Messrs. Walker’s and Reeves’s vested benefits would be reduced to $67,166 and $76,012, respectively.

68

74

---

Transactions with Related Persons

TRANSACTIONS WITH RELATED PERSONS

The Company recognizes that related-person transactions can present potential or actual conflicts of interest and it is the Company’s preference that related-person transactions are avoided as a general matter. However, the Company also recognizes that there are situations, including certain transactions negotiated on an arm’s length basis, where related-person transactions may be in, or may not be inconsistent with, the best interest of the Company and our stockholders. Therefore, the Company has written procedures for the approval, ratification and review of ongoing related-person transactions. Either the Board’s NominatingGovernance and Corporate GovernanceRisk Committee or the full Board (as determined by the NominatingGovernance and Corporate GovernanceRisk Committee) will review, ratify or approve, as necessary, any related-person transactions prior to the transaction being entered into, or ratify any related personrelated-person transactions that have not been previously approved, in which a director,five-percent owner, executive officer or immediate family member of any such person has a material interest, and whichwhere the transaction is in an amount in excess of $120,000, either individually or in the aggregate of several transactions during any calendar year. This review typically occurs in connection with regularly scheduled Board meetings.

In addition to those matters described above, the NominatingGovernance and Corporate GovernanceRisk Committee has approved in advance the following categories of related-person transactions: (i) the rates and terms involved in such transactions where the Company’s standard rates and terms for such transactions apply:apply; and (ii) the hiring of a related person (including immediate family members) as an employee of the Company (but not an officer), provided that total annual compensation (meaning base salary, annual incentive bonus and other amounts to be reported on aW-2) does not exceed $120,000.

Mr. Butler’s,son-in-law, Scott Prince, was a non-executive employee of

In 2011, the Company leased a mineral interest in the Supply Chain Management department who worked for theWard County, Texas owned by Mr. Geren. The Company from 2001paid Mr. Geren $134,902 in royalty payments during 2013, pursuant to July 2010. Mr. Prince’s totalW-2 compensation for 2010 was greater than $120,000 but less than $300,000. The Nominating and Corporate Governance Committee has reviewed and approved his employment arrangement in accordancea lease with the Company’s policy on transactions with related persons.

In 2004, the Company and Mr. Allison entered into an agreement that replaced the Memorandum of Understanding dated October 26, 2000 between the Company and Mr. Allison. The 2004 agreement was effective as of Mr. Allison’s retirement from the Company in December 2003 and provides that, during Mr. Allison’s lifetime, he has the use of the Company’s aircraft, or an alternative aircraft, for up to 200 hours annually. If the Company no longer maintains an aircraft, the Company will provide to him an annual payment sufficient to allow him to secure comparable aircraft usage. In addition, the agreement provides that the Company will furnish Mr. Allison, during his lifetime, office space, secretarial assistance, office utilities and a monitored security system for his personal residence. In connection with prior service as an executive of Anadarko, the Company also purchased supplemental life insurance policies for Mr. Allison in 1998 and 2000.

69

standard industry terms.

---

ITEM 2 —	RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITOR		75

---

Independent Auditor

ITEM 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITOR

The Audit Committee has appointed KPMG LLP, an independent registered public accounting firm, to audit the Company’s financial statements for 2011.2014. The Board, at the request of the Audit Committee, is asking you to ratify that appointment.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO AUDIT THE COMPANY’S FINANCIAL STATEMENTS FOR 2011.2014. If the stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will make the final determination of the independent auditor for 2011.

INDEPENDENT AUDITOR

2014.

KPMG LLP, an independent registered public accounting firm, served as the Company’s independent auditor during 2010.2013. Representatives of KPMG LLP will be present at the meetingAnnual Meeting to make a statement, if they desire to do so, and to respond to appropriate questions from stockholders.

The following table presents fees for the audits of the Company’s annual consolidated financial statements for 20102013 and 20092012 and for other services provided by KPMG LLP.

		2010				2009
Audit Fees		$	5,535,000			$	5,600,000
Audit-related Fees			947,000				1,369,000
Tax Fees			605,000				230,000
All Other Fees			0				0
Total		$	7,087,000			$	7,199,000

		2013					2012
Audit Fees			$	6,530,000			$        6,042,000
Audit-related Fees				1,219,000			871,000
Tax Fees				0			4,000
All Other Fees				274,000			0
Total			$	8,023,000			$        6,917,000

Audit fees are primarily for the audit of the Company’s consolidated financial statements included in theForm 10-K, including the audit of the effectiveness of the Company’s internal controls over financial reporting, and the reviews of the Company’s financial statements included in theForms 10-Q. KPMG LLP also served as the independent auditor of Western Gas Partners, LP (WES)WES and fees for the audit of WES’s annual consolidated financial statements for 20102013 and 20092012 were $920,000$1,031,000 and $915,000,$948,000, respectively, which are not included in the table above.

In addition, KPMG LLP served as the independent auditor of WGP and fees for the audit of WGP’s annual consolidated financial statements for 2013 and 2012 were $300,000 and $450,000, respectively, which are not included in the table above.

Audit-related fees are primarily for the audits of the Company’s benefit plans, other audits, consents, comfort letters and certain financial accounting consultation. Audit-related fees related to WES for 20102013 and 20092012 were $640,000$758,000 and $289,000,$665,000, respectively, which are not included in the table above.

Audit-related fees related to WGP for 2013 and 2012 were $75,000 and $275,000, respectively, which are not included in the table above.

Tax fees are primarily for tax planning compliance and services including approximately $5,000 and $93,000 in 2010 and 2009, respectively, for services related to individual income tax services for Company employees in connection with foreign assignments.services. The Audit Committee has concluded that the provision of tax services is compatible with maintaining KPMG LLP’s independence.

All Other Fees are primarily for consulting services. The Audit Committee has concluded that these services are compatible with maintaining KPMG LLP’s independence.

The Audit Committee adopted a Pre-Approval Policy with respect to services which may be performed by KPMG LLP. This policy lists specific audit, audit-related, and tax services as well as any

76

---

Independent Auditor

other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy.

The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairperson, to whom such authority has been conditionally delegated, prior to engagement. During 2010,2013, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were requested of or approved by the Audit Committee.

70

---

			77

---

Advisory Vote to Approve

Executive Compensation

ITEM 3 — ADVISORY VOTE ONTO APPROVE THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Act) enables our stockholders to vote to approve, on an advisory basis, the compensation of the Company’s NEOs, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.

The Board recognizes the importance of our stockholders’ opportunity for an advisory say-on-pay vote as a means of expressing views regarding the compensation practices and programs for our NEOs. Based upon the outcome of our 2011 say-on-pay frequency vote, the Company will hold an annual advisory say-on-pay vote until the next say-on-pay frequency vote, which, in accordance with applicable law, will occur no later than the Company’s annual meeting of stockholders in 2017.

As described in detail under the heading “CompensationCompensation Discussion and Analysis,” the Committee believes that the main objective of our executive compensation program alignsis to pay for performance while aligning executives’ interests with our business strategy, focuses on long-term value creation for our stockholders and deliversstockholder interests. We pay relativecompetitive levels of compensation to our performance, which will attract and retain experienced, talented executives and we structure pay to ensuresupport our business objectives with appropriate rewards for short-term operating results and long-term stockholder value creation. Accordingly, our compensation philosophy recognizes the value of rewarding our executive officers for their performance and motivating them to continue to excel in the future. The incentive compensation earned and paid to our NEOs for 2013 and the decisions made by the Committee impacting compensation for our NEOs in 2013 reflect the pay-for-performance alignment of our compensation programs and adherence to our compensation philosophy. Specifically:

Under our long-term incentive program, the relative total stockholder return performance for the two- and three-year performance periods ended December 31, 2013, was below the median of our peers and our NEOs earned below-target payouts of 54% and 92% (out of a maximum 200%) of their performance units for these periods.

As a result of the Company’s success. achievement of record-setting sales volumes and reserve growth, financial discipline through prudent capital spending and efficient cost management, and a continued commitment to the safety of our employees, a performance score of 173% was achieved under the Annual Incentive Program for 2013 for the NEOs.

Based on a recommendation from Mr. Walker in light of the lack of clarity with respect to the Tronox Adversary Proceeding, the Committee determined not to adjust Mr. Walker’s compensation for 2013 as compared to 2012, which represented a 22% decrease relative to his predecessor in 2011.

The Committee approved salary increases for the NEOs, other than the CEO, ranging from 4.9% to 16.7%, and increased their annual equity awards by approximately 12% based on the Company’s successful execution of the strategic goals for the year, peer benchmarking data and the desire to retain and motivate the executive team for the execution of the Company’s long-term strategy. The base salary increase for Mr. Gwin represents his first increase since November 2010 and the base salary increases for Messrs. Meloy, Daniels and Reeves represent their first increases since November 2011.

78

---

Advisory Vote to Approve

Executive Compensation

As described on page 35, our compensation program consists of several practices that we believe contribute to good governance. These practices include the following:

What We Do		What We Don’t Do
Require a Majority of Pay to Be At-Risk		No Employment Contracts
Emphasize Long-Term Performance		No Tax Gross-Ups on Perquisites
Maintain a Competitive Compensation Package		No Permitted Short Sales or Derivative Transactions in Company Stock
Require Robust Stock Ownership		No New Excise Tax Gross-Ups
Provide for Double-Trigger Equity Acceleration Upon a Change of Control		No Payment of Current Dividends or Dividend Equivalents on Unvested Awards (beginning with awards granted in 2012)
Provide for Clawback Provisions Applicable to Incentive Awards		No Repricing of Stock Options and Stock Appreciation Rights
Structure Incentive Compensation to Be Deductible		No Hedging or Pledging of Company Stock

Please read the “CompensationCompensation Discussion and Analysis”Analysis beginning on page 2830 for additional details about our executive compensation program, including information about the compensation of our NEOs during 2010.

During 2010, the Compensation Committee undertook a comprehensive review and assessment of the various design features of the Company’s executive compensation and benefits programs to confirm that such programs are competitively structured, are aligned with our short and long-term strategic goals and reflect a strongpay-for-performance orientation. Following the Deepwater Horizon events (Anadarko owns a 25% non-operating leasehold interest in the Macondo lease), the Compensation Committee considered various retention challenges in addition to the Company’s operational and financial performance to ensure that the Company retained a strong and focused executive leadership team. The compensation actions taken with respect to 2010 reflect the Compensation Committee’s adherence to its established executive compensation philosophy and principles, and a strongpay-for-performance orientation.

Below are the key actions and decisions made regarding the Company’s executive compensation program review in 2010 and early 2011, as approved by the Compensation Committee with counsel from its independent compensation consultant:

	•	held base salaries for Messrs. Hackett, Daniels and Meloy at current levels (for the second year in a row) and increased the base salaries for Messrs. Gwin and Walker for competitive reasons;
	•	reduced or maintained the value of the 2010 annual long-term incentive awards for each of the NEOs relative to the value of the annual long-term incentive awards made for 2009;
	•	made performance-based incentive bonus awards to NEOs to recognize both Company and individual performance for 2010 and, beginning with the 2011 plan year, established maximum caps of 275% for each performance metric under the Annual Incentive Program, (in addition to the existing overall program cap of 200%);
	•	increased the stock ownership requirements for our CEO from five times base salary to six times base salary and for our non-employee directors from five times annual retainer to seven times annual retainer;
	•	reduced the level of executive severance benefits provided in the event of an involuntary not for cause termination, outside of achange-of-control, by eliminating: (1) the special retirement benefit enhancement, except for in special cases as approved by the Compensation Committee; and (2) the post-termination financial planning benefits;
	•	reduced the level of post-change-of-control severance benefits for prospective senior executives by: (1) eliminating the modified single trigger provision and replacing it with a double trigger provision; (2) reducing the protection period from three years to two years; (3) eliminating the full excise taxgross-up provision and replacing it with abest-of-net approach; and (4) eliminating the post-termination financial planning benefits;
	•	executed a special retention agreement with Mr. Meloy, providing for his continued leadership of the Company’s worldwide operations, to ensure that the Company is able to successfully execute on its business strategy in light of ongoing regulatory challenges in the Gulf of Mexico; and

71

2013.

---

	•	awarded Mr. Daniels a special restricted stock grant to recognize his leadership for the Company’s exceptional exploration achievements in 2010.

After careful consideration of this Item 3, theThe Board has determined that the Company’s NEO compensation aligns with our business strategy, focuses on long-term value creation for our stockholders and delivers competitive pay relative to our performance, and therefore the Board recommends that you vote “FOR” the approval, on an advisory basis, of the Company’s NEO compensation as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the related tables and disclosure in this proxy statement).

performance.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

COMMISSION, WHICH DISCLOSURE SHALL INCLUDE THE COMPENSATION DISCUSSION AND ANALYSIS, THE SUMMARY COMPENSATION TABLE, AND THE RELATED TABLES AND DISCLOSURE IN THIS PROXY STATEMENT.

			79

---

Stockholder Proposals

ITEM 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION

The Act enables our stockholders to indicate how frequently we should seek an advisory vote on the compensation of the NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Item 3 included in this proxy statement. By voting on this Item 4, stockholders may indicate whether the advisory vote should occur every three years, every two years or every year, or abstain on this matter.

After careful consideration of this Item 4, the Board has determined that an advisory vote on executive compensation that occurs every three years (a triennial vote) is the most appropriate alternative for the Company, as described further below.

Setting a three-year period for holding this stockholder vote will provide a clear, simple and effective means for us to obtain information on investor sentiment about our executive compensation philosophy and react thereto. As further discussed in the “Compensation Discussion and Analysis — Our Executive Compensation Philosophy and Guiding Principles” and “— Paying for Performance,” we seek to maintain a consistent compensation program based on certain core compensation principles, including long-term relative performance measures that emphasize an increase in stockholder value over time. A triennial vote would closely align stockholder feedback with the multi-year performance measurement cycle we use to reward long-term performance while at the same time afford our stockholders an effective means of providing feedback on the application of our consistent core compensation principles. Additionally, as we seek to avoid significant deviation in our compensation programs year to year, in part to ensure retention of talented executive team members, we believe our stockholders are not subject to the type of risks associated with fluctuating executive compensation that is cause for more frequent stockholder review. Furthermore, we believe a triennial vote represents the most effective timeframe for us to respond to stockholder feedback and provides us with sufficient time to engage with stockholders to understand and respond to the vote results and develop and implement any adjustments to our executive compensation program.

The Board is aware of and took into account views that some have expressed in support of conducting an annual advisory vote on executive compensation. We are aware that some stockholders believe that annual advisory votes will enhance or reinforce accountability. However, we have in the past been, and will in the future continue to be, proactively engaged with our stockholders on a number of topics and in a number of forums. Thus, we view the advisory vote on executive compensation as an additional, but not exclusive, opportunity for our stockholders to communicate with us regarding their views on the Company’s executive compensation programs. In addition, because our executive compensation programs have typically not changed materially fromyear-to-year and are designed to foster long-term performance, we are concerned that an annual advisory vote on executive compensation could lead to a short-term perspective inappropriately bearing on our executive compensation programs. Furthermore, we grant awards with multi-year performance and service periods to encourage our NEOs to focus on long-term performance, and believe a triennial vote allows our executive compensation programs to be evaluated over a similar time frame and in relation to our long-term performance. Finally, although we believe that holding an advisory vote on executive compensation every

72

---

three years will reflect the right balance of considerations in the normal course, we will periodically reassess that view and can provide for an advisory vote on executive compensation on a more frequent basis if changes in our executive compensation programs or other circumstances suggest that such a vote would be appropriate.

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on alternative bases and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to our executive compensation programs. The Board will disclose its position on the frequency of future advisory votes on executive compensation as part of our Corporate Governance Guidelines on our website at www.anadarko.com.

The vote with regard to Item 4 will determine the schedule on which future“say-on-pay” proposals like Item 3 are presented to stockholders. You may cast your vote on your preferred voting frequency by choosing the option of three years, two years, one year or abstain from voting when you vote in response to this Item 4.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR A FREQUENCY OF “THREE YEARS” FOR FUTURE ADVISORY VOTES ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.

ITEM 5 — IF PRESENTED, CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT TO THE COMPANY’S NON-DISCRIMINATION POLICY TO INCLUDE GENDER IDENTITY— REPORT ON POLITICAL CONTRIBUTIONS

The New York City Fire Department PensionState Common Retirement Fund, and thelocated at 633 Third Avenue-31st Floor, New York, City Board of Education Retirement System, located at 1 Centre Street, New York, NY10007-2341, 10017, telephone(212) 669-2651, are the beneficial owners of more than $2,000 worth of the Company’s common stock, and have notified the Company that they intend to present the following resolution at the meeting for action by the stockholders.

GENDER IDENTITY NON-DISCRIMINATION POLICY

Whereas, Anadarko Petroleum Corporationdoes not explicitly prohibit discrimination based on gender identity in its Code of Business Conduct and Ethics;

According to the Human Rights Campaign, over 30% of Fortune 100 companies now prohibit discrimination based on gender identity;

Increasingly, companies are amending their employment policies to prohibit discrimination based on gender identity. Some recent examples include: Bob-Ton Stores; Flowserve Corporation; Nalco Company; Atmos Energy Corporation; Autoliv, Inc.; Community Health Systems; Core-Mark Holding Company; FMC Technologies Inc.; Genworth Financial; Hertz Global Holdings; Jacobs Engineering Group; Western Union; and World Fuel Services;

Whereas, a significant number of states and local governments also prohibit workplace discrimination based on gender identity. For example, the District of Columbia; Baltimore City; Montgomery County; California, Colorado, Hawaii, Illinois, Iowa, Maine, Minnesota, New Jersey, New Mexico, New York City, Oregon, Rhode Island, Vermont and Washington have gender identity discrimination statues on their books. And even in states without specific statues, courts have sometimes interpreted other antidiscrimination statues, like those protecting individuals based on their gender, to include gender identity;

Whereas, the New York City Human Rights Law, which is Title 8 of the Administrative Code of the City of New York, makes it clear that gender identity is protected under the law, more specifically it is a protected classification under employment discrimination;

Whereas, the jobs web site of the U.S. federal government includes language that explicitly bans employment discrimination based on gender identity;

73

---

Whereas, as long-term investors, we believe that corporations that prohibit workplace discrimination, including discrimination on the basis of gender identity, have a competitive advantage in recruiting and retaining employees from the widest talent pool, and reduce exposure to related legal and reputational risks;

Our company has significantly increased the size and scope of its midstream business through acquisition, and at the end of 2009, had systems located throughout major onshore producing basins in seven states, including two, Colorado and New Mexico, that prohibit workplace discrimination based on gender identity;

Resolved:  The shareholders request that Anadarko Petroleum Corporation amend its Code of Business and Ethics to explicitly prohibit discrimination based on gender identity or expression, and to substantially implement the policy.

Supporting Statement:  Employment discrimination on the basis of gender identity diminishes employee morale and productivity. Because state and local laws are inconsistent with respect to employment discrimination, our company would benefit from a consistent, corporate-wide policy to enhance efforts to prevent discrimination, resolve complaints internally, and ensure a respectful and supportive atmosphere for all employees. We believe thatAnadarko Petroleum Corporationwould enhance its competitive edge by joining the growing ranks of companies guaranteeing equal opportunity for all employees.

BOARD OF DIRECTORS’ STATEMENT REGARDING PROPOSAL

The Board of Directors recommends a vote “AGAINST” the above stockholder proposal for the following reasons:

Anadarko Petroleum Corporation is proud of its commitment to a diverse workplace free from discrimination and harassment. The Company’s Code of Business Conduct and Ethics (available athttp://www.anadarko.com/SiteCollectionDocuments/PDF/Corp%20Gov/codeethics_web.html) prohibits discrimination on the basis of race, ethnicity, national origin, color, gender, sexual orientation, age, citizenship, veteran’s status, marital status, disability or any other legally-protected status. Our corporate values also require our employees to act with the highest ethical standards, respect diversity in thought, practice and culture, and never to tolerate intimidation. The morale and productivity level of our employees is extremely high as evidenced by the Houston Chronicle’s designation of the Company as being “Houston’s Top Workplace in 2010 (Large Company).” As a result, we believe that our current policies adequately reflect our strong commitment to non-discrimination. We therefore believe that there is no need to adopt this proposal.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.

ITEM 6 — IF PRESENTED, CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL RECOMMENDING ADOPTION OF A POLICY PROVIDING THAT THE CHAIRMAN OF THE BOARD BE AN INDEPENDENT DIRECTOR

AFSCME Employees Pension Plan, located at 1625 L Street, NW, Washington, DC20036-5687, telephone(202) 775-8142,681-4489, is the beneficial owner of more than $2,000 worth of the Company’s common stock, and has notified the Company that it intends to present the following resolution at the meeting for action by the stockholders.

RESOLVED:  That stockholders of Anadarko Petroleum Corporation (“Anadarko” or the “Company”) ask the Board of Directors to adopt a policy that the Board’s Chairman be an independent director according to the definition set forth in the New York Stock Exchange listing standards, unless Anadarko stock ceases being listed there and is listed on another exchange, at which point, that exchange’s standard of independence should apply. If the Board determines that a Chairman who was independent when he or she was selected is no longer independent, the Board shall promptly select a new Chairman who satisfies this independence requirement. Compliance with this requirement may be excused if no director who qualifies as independent is elected by shareholders or if no independent director is willing to serve as Chairman. This independence requirement shall apply prospectively so as not to violate any Company contractual obligation at the time this resolution is adopted.

74

---

SUPPORTING STATEMENT

Anadarko’s CEO, James Hackett, also serves as chairman of the Company’s board of directors. As Intel former chairman Andrew Grove stated, “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, orWhat is the CEO an employee? If he’s an employee, he needs a boss, and that boss is the board. The chairman runs the board. How can the CEO be his own boss?”

In our view, an independent board chair provides a better balance of power between the CEO and the board and supports strong, independent board leadership and functioning. The primary duty of a board of directors is to oversee the management of a company on behalf of its shareowners. But if a CEO also serves as chair, we believe this presents a conflict of interest that can result in excessive management influence on the board and weaken the board’s oversight of management.

In March 2009, the Chairmen’s Forum, a group of more than 50 current and former board chairman, directors, chief executives, investors and governance experts hosted by Yale’s Millstein Center, endorsed the voluntary adoption of independent, non-executive chairmen of the board, finding that “[t]he independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.” (Chairing the Board: The Case for Independent Leadership in Corporate North America,Proposal? Yale Millstein Center, 2009).

An independent chairman is standard best practice at companies in the United Kingdom, Australia, Brazil, Canada, Germany, the Netherlands, and South Africa (McKinsey Quarterly 2004 Number 2, p 44). We believe that independent board leadership would be particularly constructive at Anadarko, where Mr. Hackett ranked 332 out of 338 CEOs inChief Executivemagazine’s 2010 ranking of economic value creation.

We urge stockholders to vote for this proposal.

BOARD OF DIRECTORS’ STATEMENT REGARDING PROPOSAL

The Board of Directors recommends a vote “AGAINST” the above stockholder proposal for the following reasons:

The Company’s Board structure is currently designed to ensure open communication between the Board and executive management and to provide consistent and effective leadership of both the Board and executive management. As part of this approach, our Chief Executive Officer (CEO) also serves as Chairman of the Board (Chairman), and works in concert with the rest of our majority-independent Board and the independent Lead Director to oversee the execution of the Company’s strategy.

Our By-Laws and Corporate Governance Guidelines currently permit the roles of Chairman and CEO to be separate, and the Company has at various points in its history maintained separate Chairman and CEO positions. Such an approach can be useful when transitioning a new CEO into the combined Chairman and CEO role, and can also potentially provide a backstop to ensure that the talent is available to fill the CEO role should a senior management succession failure occur.

At this time, we believe that a combined Chairman and CEO role is currently the most desirable approach for promoting long-term stockholder value for several reasons:

	•	Promotes Unified Approach on Corporate Strategy Development and Execution— Maintaining a combined role enables the Company’s CEO to act as a bridge between management and the Board, helping both to act with a common purpose. This also fosters consensus-building and can help prevent divergent views on strategy and tactical execution of a Board-approved vision and strategy at the top levels within the Company;
	•	Requires that CEO Recognize Importance of Good Corporate Governance— Maintaining a combined position requires that the CEO’s responsibilities include a mastery of good corporate governance, a focus on broad stakeholder interests, and an open channel of communication, all of which enhance the

75

---

		CEO’s credibility with the Board and require the CEO to appreciate the vital importance of good governance practices in executing the Company’s strategy;

	•	Provides Clear Lines of Accountability— A combined position has the practical effect of simplifying the accountability of the executive management team, therefore reducing potential confusion and fractured leadership that could result from reporting to two individuals as opposed to one; and
	•	Provides Clear Roadmap for Stakeholder Communications— A combined position provides the Company’s stakeholders the opportunity to deal with one versus several points of overall authority, which we believe results in more efficient and effective communications with stakeholders.

While we recognize that there may be compelling arguments to having an independent chairman under any circumstance, our independent Lead Director’s duties are already closely aligned with the role of an independent, non-executive chairman. Our Lead Director’s role is to assist the Chairman and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Company. Our Lead Director works with our Chairman to approve all meeting agendas, and presides at (i) executive sessions of the non-employee directors, which are held in conjunction with each regularly scheduled quarterly meeting of the Board, (ii) executive sessions of the independent directors, which are held at least once a year, and (iii) any other meetings as requested by the directors. Our Lead Director is also a member of the Board’s Executive Committee, providing additional representation for the independent directors in any actions considered by the Executive Committee between Board meetings.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.

ITEM 7 — IF PRESENTED, CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL
RECOMMENDING ADOPTION OF A POLICY RELATING TO ACCELERATED VESTING OF EXECUTIVE OFFICER EQUITY AWARDS UPON A TERMINATION OR A CHANGE OF CONTROL

The Amalgamated Bank’s LongView Large Cap 500 Index Fund, located at 275 Seventh Avenue, New York, NY 1001, telephone(212) 255-6200, is the beneficial owner of more than $2,000 worth of the Company’s common stock, and has notified the Company that it intends to present the following resolution at the meeting for action by the stockholders.

RESOLVED:  The shareholders hereby ask the board of directors of Anadarko Petroleum Corporation (the “Company”) to adopt a policy that if a senior executive is terminated or there is a change of control of the Company, there shall be no acceleration in the vesting of any future equity award to a senior executive, provided that any unvested award may vest on apro ratabasis as of the termination date; to the extent any such unvested awards are based on performance, the performance goals must have been met. This policy shall not affect any legal obligations that may exist at the time of adoption of the requested policy, but would affect any extensions, modifications of continuations or any such existing legal obligations.

SUPPORTING STATEMENT

Under various executive compensation agreements, the Company’s senior executives may receive severance awards if they are involuntarily terminated without cause or if they are terminated under certain circumstances after a change in control of the Company.

We support the concept of performance-based equity awards to senior executives to the extent that such awards are tailored to align the interests of senior executives with the interests of shareholders. We also believe that severance payments may be appropriate in some circumstances as well.

We are concerned, however, that the Company’s current practices may permit accelerated vesting of unearned equity awards upon termination at levels that have nothing to do with performance.

Last year’s proxy summarizes Anadarko’s exposure to unvested equity awards if a senior executive is terminated. Following a change in control, an involuntary termination or a voluntary termination for good

76

---

reason would have accelerated $39.3 million worth of unearned equity for Mr. Hackett, the Chairman and CEO, using the stock price on December 31, 2009. Even without a change in control, he would have been entitled to the same acceleration after an involuntary,not-for-cause termination. Estimated acceleration for other senior executives upon termination would have ranged from $8.3 to $12.8 million apiece.

We note too that Anadarko’s definition of a change in control is somewhat expansive and can occur with only a 20% ownership change.

We believe that it is important to retain the link between senior executive pay and the Company’s performance, and one way to achieve that goal is to prevent possible windfalls that an executive has not earned. We therefore propose that Anadarko limit acceleration of equity awards following termination or a change in control and allow equity awards to vest only on apro rata basis as of the date of any triggering event; to the extent that any such awards are performance-based, the performance goals must have been met before the date that an award is triggered.

The approach that we recommend is not unique. In 2010 Occidental Petroleum, one of Anadarko’s industry peers, adopted such a policy for senior executives with respect to achange-in-control event.

We urge you to vote FOR this proposal.

BOARD OF DIRECTORS’ STATEMENT REGARDING PROPOSAL

The Board of Directors recommends a vote “AGAINST” the above stockholder proposal for the following reasons:

The Compensation Committee believes the current structure of the Company’s executive compensation program is in the best interest of the Company and its stockholders and consistent with the compensation practices of our industry peer group. Provisions in the Company’s executive compensation program providing for the accelerated vesting of executive officer equity awards if a senior executive is terminated or upon a change of control are appropriate and effective to further the objectives of our executive compensation program by aligning the interests of our executive officers with the interests of our stockholders. A significant portion of each executive’s annual target total compensation opportunity (more than 75%) is delivered in the form of long-term equity awards and considered At-Risk compensation. Awards are structured in a combination of equity-based awards (stock options, time-based restricted stock units and performance unit awards) that encourages retention. Non-qualified stock options and restricted stock units are subject to a three-year vesting period and performance units are subject to two and three year performance periods, with payout based on the Company’s total shareholder return relative to our industry peer group. In addition to providing a retention component to our compensation program, the Company believes that placing a significant percentage of compensation opportunity at risk over extended vesting periods incentivizes executive officers to have a long-term perspective, focus on long-term stock price performance and create long-term value for the Company and our stockholders.

Contractual agreements and benefit plans for the benefit of key employees in the face of a change of control event (such as a merger, reorganization or tender offer) allow the Company’s executive management to remain objective and focused on protecting stockholders’ interests and maximizing stockholder value during a potential change of control event. These arrangements may also enable our executive management to avoid distractions and potential personal conflicts of interest that could otherwise arise when the Board is considering a potential change of control transaction, thus permitting a continued focus of business operations and reducing the risk of executive management turnover and keeping executive management’s objective input available to the Board during any such transaction.

In addition, the Company’s stockholders are free to sell their stock at the time of a change of control and thereby realize, in full, the value created at the time of the transaction. The Board believes that the value created at the time of a change of control transaction should be attributed, at least in part, to the efforts and talents of the Company’s executive officers. As previously mentioned, the Company’s philosophy is to position the majority of annual compensation in the form of At-Risk, long-term equity awards for the purpose of

77

---

incentivizing executive officers to have a long-term perspective, focus on long-term stock price performance and create long-term value for the Company and our stockholders. The Board believes that accelerating the vesting of executive officer equity awards upon a change of control is appropriate given the design of the Company’s current executive compensation program because it provides executive officers with the opportunity to realize the full value of their equity awards and participate with the Company’s stockholders in the value created as a result of the change of control transaction.

Adoption of the proposal could disadvantage the Company from a competitive standpoint, thus jeopardizing our long-term performance and ability to create and deliver maximum value to our stockholders. A majority of our peers do not have a policy eliminating the accelerated vesting of equity if a senior executive is terminated or upon a change of control. Our executive compensation program is designed to attract, motivate and retain a highly qualified executive management team and appropriately reward executive officers for their contribution to the achievement of our short-term and long-term goals and the creation and enhancement of stockholder value. Unless the prohibition urged by the proposal is implemented by our competitors for executive officer talent, the Board believes that the proposal could significantly disadvantage us from a competitive standpoint.

Further, the Board also believes that implementation of this proposal, as proposed, is impractical as it lacks specificity relative to critical terms used in the proposal such as “change of control” and “termination” of employment. Consequently, the proposal is unclear regarding the circumstances under which accelerated vesting of unvested equity awards held by our executive officers would be prohibited. Likewise, the proposal is unclear as to how pro rata vesting would be administered and calculated.

We believe that the current structure of the Company’s executive compensation programs, including the provisions of the Company’s program providing for the accelerated vesting of executive officer equity awards if a senior executive is terminated or upon a change of control, is appropriate and effective, is consistent with the compensation practices of our industry peer companies and is in the best interest of the Company and its stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.

ITEM 8 — IF PRESENTED, CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS

The New York State Common Retirement Fund, located at 633 Third Avenue-31^st Floor, New York, NY 10017, telephone(212) 681-4489, is the beneficial owner of more than $2,000 worth of the Company’s common stock, and has notified the Company that it intends to present the following resolution at the meeting for action by the stockholders.

Resolved, that the shareholders ofAnadarko Petroleum Corporation (“Company”) hereby request that the Company provide a report, updated semi-annually,semiannually, disclosing the Company’s:

1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referendums. The report shall include the following:

a. An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and

b. The title of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure.

78

---

1.

Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

2.

Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

a.

The identity of the recipient as well as the amount paid to each; and

b.

The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the board of directors’ audit committeedirectors or other relevant oversightboard committee and posted on the company’s website to reduce costs to shareholders.

Stockholder Supporting Statement

Company’s website.

STOCKHOLDER SUPPORTING STATEMENT

As long-term shareholders of Anadarko Petroleum, Corporation, we support transparency and accountability in corporate spending on political activities. These include any activities includeconsidered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to political candidates, political parties, political organizations or ballot referendums;organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate.

candidates.

Disclosure is consistent with public policy, in the best interest of the company and its shareholders and critical for compliance with federal ethics laws. Moreover, the majority in the Supreme Court’sCitizens Uniteddecision recognized the importance of political spending disclosure for shareholders when it said, “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way.” This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

Anadarko Petroleum Corporation contributed at least $1,544,705$2,044,863 in corporate funds since the 20022003 election cycle. (CQ:http://moneyline.cq.com/pml/home.domoneyline.cq.com and National Institute on Money in State Politics:http:www.followthemoney.org/index.phtml.)

//www.followthemoney.org)

However, relying on publicly available data does not provide a complete picture of the Company’s political expenditures.spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In manysome cases, even management does not know how trade

80

---

Stockholder Proposals

associations use their company’s money politically. The proposal asks the Company to disclose all of its political contributions,spending, including payments to trade associations and other tax exempt organizations.organizations used for political purposes. This would bring our Company in line with a growing number of leading companies, including Hewlett-Packard, AetnaQualcomm, Exelon, Merck and American Electric PowerMicrosoft that support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need completecomprehensive disclosure to be able to fully evaluate the political use of corporate assets. Thus, weWe urge your support for this critical governance reform.

What does the Board recommend?

THE BOARD OF DIRECTORS’ STATEMENT REGARDINGDIRECTORS RECOMMENDS A VOTE “AGAINST” THE ABOVE

STOCKHOLDER PROPOSAL

FOR THE FOLLOWING REASONS:

The Board has adopted a Political and Public Engagement Policy that addresses the items to be included in the reports requested in the proposal. The Policy can be found on the Company’s website at https://www.anadarko.com/Responsibility/Pages/PoliticalContributions.aspx. As a result of Directors recommends a vote “AGAINST”this Policy and the above stockholder proposal foradditional actions described below, the following reasons:

The Board believes that the requested reports would result in an unnecessary and unproductive use of the Company’s time and resources.

Anadarko believes that it is in the best interest of the CompanyAnadarko and its stockholders for usthe Company to participate in the political processprocess. The oil and gas industry, and as a result, the Company’s business and operations, are directly affected by engagingpolitical developments, including but not limited to policies related to energy, tax, and the environment. Anadarko has a stake in helping to elect candidates who understand and support the oil and gas industry. Accordingly, the Company maintains a government relations program to educate public officials about our position on issues significant to the Company’s business, and to support those candidates who advocate pro-growth, free enterprise economic policies. A major vehiclepolicies and for causes consistent with Company goals and interests. Anadarko participates in the Company’s political activitiesprocess only to the extent that it is the Anadarko Petroleum Corporation Political Action Committee (“APC PAC”). The APC PAC was formed more than 20 years ago as a nonpartisan committee which allows Anadarko employees the opportunity to voluntarily contribute personal funds and join together to make political contributions topermissible under federal, state, and local candidates who sharelaws, rules and regulations. Its political contributions originate from corporate funds, where permitted by law, as well as through Anadarko’s commitment to a strong, free enterprise-based energy industry. All of APC PAC’snon-partisan political action committee (APC PAC), which is financed through voluntary contributions made by eligible employees.

To ensure that Anadarko’s political activities are fully disclosedtransparent to the Federal Election Commission (“FEC”)Company’s stockholders and posted byother stakeholders, the FECPolicy requires the Company to post on its website, where they can be reviewed by any stockholder or member of the public.

at least annually, a report regarding its political contributions and its contributions to 501(c)(4) social welfare organizations. The APCreport identifies Anadarko’s corporate and PAC provides value to our stockholders by enhancing our ability to engagepolitical contributions in the democratic political process, communicate clearly and frequently with public officials, advocate sound and responsible legislative and regulatory policies, and identify and support candidates who support our Company and industry.

Anadarko makes no corporate contributions in federal elections. In those states where the Company is permitted by law to make corporateUnited States, as well as contributions to state candidates or local ballot initiatives, those contributions

79

measure committees and other organizations organized under Section 527 of the Internal Revenue Code. The report also discloses all 501(c)(4) social welfare organizations to which the Company made payments in excess of $25,000 in the aggregate for a fiscal year that are paid or managed through Anadarko’s Government Relations department.

---

are reported by the candidates or ballot initiative committees to the appropriate state agencies. Such contributions are already a matter of public record. Indeed, as noted by the requestor, this information is often already available to the public, having been compiled by advocacy groups or the press.

Additionally, theThe Company participates in various industry trade associations. None of the trade associations the Company belongs to are political committees, and consequently, none of its dues payments or assessments are, as a matter of law, “political contributions.” The Company’s dues and other payments to trade associations and other tax-exempt organizations are used for a wide variety of purposes by those organizations, such as educational initiatives, developing and publishing technical industry standards and providing professional development research and education. research. Some trade associations also engage in certain lobbying activities that seek to promote legislative solutions that are sound and responsible and appropriately advance Anadarko’s business goals and interests. Since the primary reason for membership in such associations is not political, the Company believes that it is not necessary to report such payments.

			81

---

Stockholder Proposals

The Governance and Risk Committee of the Board, a committee which consists solely of independent directors, has oversight responsibility for the Policy and for Anadarko’s political activity. The Policy requires that the Vice President, Government Relations provide an annual report to the Governance and Risk Committee. The report must detail the Company’s political contributions, contributions to 501(c)(4) social welfare organizations and trade association payments.

In lightaddition, the Policy establishes the Company’s internal approval process to ensure that its political contributions comply with applicable laws and are consistent with the Company’s public policy agenda and business priorities. Pursuant to the policy, no Company resources, including the use of these industry specific purposes, it wouldCompany premises, use of Company equipment, or monetary payments, may be misleadingcontributed to treat all such paymentsany political candidate, political committee (other than for the administrative or solicitation expenses of the APC PAC, as “political contributions”permitted by law), political party, ballot measure committee, trade association, or 501(c)(4) social welfare organization, or to any other organization for the purpose of attempting to influence elections or ballot measures without advance approval by the Company.

Vice President, Government Relations or the Senior Vice President, General Counsel and Chief Administrative Officer.

The requester’s usePolicy further requires that all political contributions made with Company funds or resources, or made through APC PAC, must promote the interests of the term “political contribution,” whichCompany and must be made without regard for the requester does not define, appears to be extremely overbroad. Moreover,personal political preferences of Company officers or executives. Contribution decisions are made based upon the requester loosely seeks disclosure of “indirect” contributions, without specifying what would be considered an indirect contribution. Particularly in light offollowing principles:

Any political activity must appropriately advance the vague use of these undefined terms,Company’s business goals and interests.

The Company advocates for sound and responsible legislative and regulatory policies.

The Company supports candidates who support the oil and gas industry.

The Board believes that additionalthe Policy substantially fulfills the purposes of the reports requested in the proposal, beyond the public disclosure thatproposal. Requiring the Company is already required to make and does make,provide such additional reports would result in an unnecessary and unproductive use of the Company’s time and resources.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.

82

---

Stockholder Proposals

ITEM 5 — STOCKHOLDER PROPOSAL — REPORT ON CLIMATE CHANGE RISK

The Park Foundation Inc., located at P.O. Box 550, Ithaca, NY 14851, telephone (607) 272-9124, is the beneficial owner of more than $2,000 worth of the Company’s common stock, and has notified the Company that it intends to present the following resolution at the meeting for action by the stockholders.

What is the Proposal?

WHEREAS:

Anadarko Petroleum Corporation is among the world’s largest independent oil and natural gas exploration and production companies.

In recognition of the need to address climate change and minimize global temperature rise, nearly every national government has agreed that “deep cuts in greenhouse gas emissions (GHG) are required;” and that “the increase in global temperature should be below 2 degrees Celsius.”

The International Energy Agency (IEA) states that “No more than one-third of proven reserves of fossil fuels can be consumed prior to 2050 if the world is to achieve the 2 degrees Celsius goal, unless carbon capture and storage technology is widely deployed.”

To achieve a 66 percent probability of not exceeding a global temperature rise above 2 degrees Celsius, the Intergovernmental Panel on Climate Change estimates that approximately 987 gigatons of carbon dioxide can be emitted through 2100. The IEA states that total proven reserves of coal, oil, and natural gas, represent approximately 2,860 gigatons of potential CO₂ emissions.

Several analysts indicate that companies may not be adequately accounting for or disclosing the downside risks that could result from lower than expected demand or prices for oil.

A March 2013 research paper by Citi stated that market forces could “put in a plateau for global oil demand by the end of this decade.”

HSBC reports that the equity valuation of oil producers could drop by 40 to 60 percent under a low emissions scenario.

Given the growing public concern about climate change, investors are concerned that actions to significantly reduce GHG emissions could reduce the value of Anadarko’s oil and gas reserves and/or related infrastructure before the end of their expected useful life.

Investors require additional information on how Anadarko is preparing for potential scenarios in which demand for oil and gas is greatly reduced due to regulation or other climate-associated drivers. Without additional disclosure, shareholders are unable to determine whether Anadarko is adequately managing these risks or seizing related opportunities.

RESOLVED:

Shareholders request Anadarko to prepare a report by September 2014, omitting proprietary information and prepared at reasonable cost, on the company’s goals and plans to address global concerns regarding fossil fuels and their contribution to climate change, including analysis of long and short term financial and operational risks to the company.

			83

---

Stockholder Proposals

STOCKHOLDER SUPPORTING STATEMENT

We recommend the report include:

BY ORDER OF The risks and opportunities associated with various low-carbon scenarios, including reducing GHG emissions by 80 percent by 2050, as well as a scenario in which global oil demand declines due to evolving policy, technology, or consumer responses to address climate change;

Whether and how the company’s capital allocation plans account for the risks and opportunities in these scenarios;

How the company will manage these risks, such as reducing the carbon intensity of its assets, diversifying its business by investing in lower-carbon energy sources, or returning capital to shareholders;

The Board of Directors’ role in overseeing capital allocation and climate risk reduction strategies.

What does the Board recommend?

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE ABOVE

STOCKHOLDER PROPOSAL FOR THE FOLLOWING REASONS:

Anadarko continues to demonstrate its commitment to responsible environmental stewardship by continually looking for ways to minimize the overall environmental impacts of its activities, including the reduction of GHG emissions. In light of the Company’s current reporting on this matter and other steps the Company has taken to assess various risks associated with climate change which are discussed below, the Board believes that the requested report would result in an unnecessary and unproductive use of the Company’s time and resources.

In support of its commitment to responsible environmental stewardship, in 2003 Anadarko formed a Climate Change Committee to organize, evaluate and take action on climate change and GHG emissions. The committee’s charter can be found on the Company’s website at http://www.anadarko.com/SiteCollectionDocuments/PDF/ClimateChangeCmtCharter.pdf. The committee, which reports annually to the Governance and Risk Committee of the Board, assists management with monitoring the science of climate change, monitoring the Company’s measures to reduce GHG emissions and overseeing implementation of GHG emission programs in an effort to maximize the commercial value of proactive GHG management.

Anadarko already reports information responsive to the proposal that addresses the long and short term financial and operational risk to the Company of concerns regarding climate change. Anadarko annually reports climate-related risks and opportunities to the Carbon Disclosure Project (CDP) and will continue to do so in 2014. As part of this disclosure, for each identified risk, Anadarko reports potential financial implications, methods for mitigation, and costs of mitigation. Anadarko’s reports can be found on the Company’s website at http://www.anadarko.com/Responsibility/Pages/ClimateChange.aspx.

In its CDP reports, Anadarko has identified the potential for changing consumer behavior, particularly a decline in the demand for petroleum products, to represent an indirect financial risk to revenues from Anadarko’s crude oil production. Anadarko currently considers this risk to have little to

84

---

Stockholder Proposals

no impact to its operations and revenues based on its deep, balanced and diversified portfolio and the flexibility it affords. Specifically, Anadarko is among the largest producers of clean-burning natural gas in the U.S. Natural gas is a low-carbon alternative supported by state and federal administrations to reduce global greenhouse gas emissions, while providing reliable, efficient and affordable energy to consumers. Anadarko anticipates that natural gas demand may increase as consumer preferences shift away from more carbon-intensive fuels, particularly as end users seek greater energy security, recoil from volatile oil prices, and refining demand lowers.

To further demonstrate its commitment to responsible environmental stewardship Anadarko has incorporated best practices into its operations that are intended to reduce GHG emissions, including:

Leak detection surveying and inefficient pipe replacement

Plunger lift, flare, and natural gas recovery system installation to reduce vented CH4

Replacement of natural gas-fired pneumatic pumps with solar-powered pumps

Replacement of older and less efficient compressors

David L. Siddall

Vice President, Deputy General Counsel,

The Company also supports and

Corporate Secretary

participates in ongoing GHG emission-mitigation research. For example, Anadarko partnered with the Environmental Defense Fund (EDF) and university research teams to conduct studies based on sound scientific principles to assess emissions, find and more accurately measure leaks and releases across the natural gas supply chain, determine the impacts and ultimately reduce them. In addition, Anadarko worked collaboratively with Colorado’s Governor, the EDF and other industry peers on proposed state regulations that would utilize industry-leading practices and more formal processes for identifying, controlling and reducing methane leaks and other emissions.

Finally, in order to implement the proposal, the Company would be required to engage in speculation on a variety of matters, including future possible restrictions on carbon emissions and the reaction and conduct of consumers in response to any such regulations. The Company cannot, at a reasonable cost, determine what actions political bodies, including U.S. federal, state or foreign governments, are likely to take in the future relating to restrictions on fossil fuels and their contribution to climate change.

For these reasons, the Board believes that the requested report would result in an unnecessary and unproductive use of the Company’s time and resources.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.

			85

---

		BY ORDER OF THE BOARD OF DIRECTORS
		Amanda M. McMillian
		Vice President, Deputy General Counsel, Corporate Secretary and Chief Compliance Officer

Dated: March 25, 2011

21, 2014

The Woodlands, Texas

See enclosed proxy card — please vote promptly

80

---

WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE
VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by Anadarko Petroleum Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anadarko Petroleum Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

86

---

1201 LAKE ROBBINS DRIVE THE WOODLANDS, TX 77380		WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. VOTE BY INTERNET– www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Anadarko Petroleum Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BYPHONE–1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anadarko Petroleum Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		M30660-P05522-Z54600M67542-P49060-Z62564		KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — —
				DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ANADARKO PETROLEUM CORPORATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2 AND 3. Vote on Directors

1.

Election of Directors Nominees:

For

Against

Abstain

1a.

John R. Butler, Jr.

o

o

o

1b.

Kevin P. Chilton

o

o

o

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “3 YEARS” FOR ITEM 4.

3 Years

2 Years

1 Year

Abstain

1c. 1d.

Luke R. Corbett H. Paulett Eberhart

o o

o o

o o

4.

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation.

o

o

o

o

1e.

Preston M. Geren III

o

o

o

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 5, 6, 7 AND 8.

For

Against

Abstain

1f.

John R. Gordon

o

o

o

5.

Stockholder Proposal- Gender Identity Non-Discrimination Policy.

o

o

o

1g.

James T. Hackett

o

o

o

6.

Stockholder Proposal- Adoption of Policy of Independent Director Chairman.

o

o

o

Vote on Proposals

7.

Stockholder Proposal- Adoption of Policy on Accelerated Vesting of Equity Awards.

o

o

o

2.

Ratification of Appointment of KPMG LLP as Independent Auditor.

o

o

o

8.

Stockholder Proposal- Report on Political Contributions.

o

o

o

3.

Advisory Vote on Named Executive Officer Compensation.

o

o

o

For address changes and/or comments, please check this box and write them on the back where indicated.

o

The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s).If no direction is made, this proxy will be voted FOR Items 1, 2 and 3, for “3 YEARS” for Item 4, andAGAINST Items 5, 6, 7 and 8. If any other matters come properly before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion.

Please indicate if you plan to attend this meeting.

o Yes

o No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Each signatory to this proxy acknowledges receipt from Anadarko Petroleum Corporation, prior to execution of this proxy, of a notice of Annual Meeting of Stockholders and a proxy statement dated March 25, 2011.

ANADARKO PETROLEUM CORPORATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2 AND 3.

Signature [PLEASE SIGN WITHIN BOX]

Date

Vote On Directors

Signature (Joint Owners)

Date

---

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and 10-K Wrap are available at:

http://bnymellon.mobular.net/bnymellon/apc

êFOLD AND DETACH HEREê

M30661-P05522-Z54600

ANADARKO PETROLEUM CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS

May 17, 2011

The undersigned hereby appoint(s) James T. Hackett, Robert G. Gwin and Robert K. Reeves, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of Anadarko Petroleum Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m., Central Daylight Time, on May 17, 2011, at The Woodlands Waterway Marriott Hotel and Convention Center and any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR EACH PROPOSAL AND IN THE PROXYHOLDERS’ DISCRETION ON ANY OTHER MATTER PRESENTED AT THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

1.     Election of Directors

For

Against

Abstain

Nominees:

1a.    Anthony R. Chase

¨

¨

¨

Vote On Proposals

For

Against

Abstain

1b.    Kevin P. Chilton

¨

¨

¨

2.

Ratification of Appointment of KPMG LLP as Independent Auditor.

¨

¨

¨

1c.    H. Paulett Eberhart

¨

¨

¨

3.

Advisory Vote to Approve Named Executive Officer Compensation.

¨

¨

¨

1d.    Peter J. Fluor

¨

¨

¨

1e.    Richard L. George

¨

¨

¨

1f.     Charles W. Goodyear

¨

¨

¨

THEBOARDOFDIRECTORSRECOMMENDSAVOTE“AGAINST”ITEMS4 AND 5.

1g.    John R. Gordon

¨

¨

¨

4.

Stockholder Proposal – Report on Political Contributions.

¨

¨

¨

1h.    Eric D. Mullins

¨

¨

¨

5.

Stockholder Proposal – Report on Climate Change Risk.

¨

¨

¨

1i.     R. A. Walker

¨

¨

¨

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s).If no direction is made, this proxy will be voted FOR Items 1, 2 and 3, and AGAINST Items 4 and 5.If any other matters come properly before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

EachsignatorytothisproxyacknowledgesreceiptfromAnadarkoPetroleumCorporation, priortoexecutionofthisproxy,ofanoticeofAnnualMeetingofStockholdersandaproxy statementdatedMarch21,2014.

Address Changes/Comments:

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

(If you noted any Address Changes/Comments above, please mark corresponding box on

---

Important Notice Regarding the reverse side.)

Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and10-K/Annual Report are available at:

https://materials.proxyvote.com/032511

¨(CONTINUED  FOLD AND TO BE SIGNED ON THE REVERSE SIDE)DETACH HERE  

¨

 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

M67543-P49060-Z62564             

		ANADARKO PETROLEUM CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS May 13, 2014 The undersigned hereby appoint(s) R. A. Walker, Robert G. Gwin and Robert K. Reeves, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of Anadarko Petroleum Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m., Central Daylight Time, on May 13, 2014, at The Hyatt Market Street Hotel, 9595 Six Pines Drive, Suite 1100, The Woodlands, Texas 77380, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR EACH PROPOSAL. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
				Address Changes/Comments:
				(If you noted any Address Changes/Comments above, please mark the corresponding box on the reverse side.) (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)