ANADARKO PETROLEUM CORPORATION
1999 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
THIS AGREEMENT between Anadarko Petroleum Corporation (the "Company") and James. T. Hackett
W I T N E S S E T H:
1.1 Grant . The Company hereby agrees to grant and issue to Employee pursuant to the Company's
1999 Stock Incentive Plan (the "Plan") and subject further to the terms and conditions herein set forth, shares of
the $0.10 par value common stock of the Company ("Performance Shares") . The Performance Shares will be
issued as hereinafter provided in Employee's name upon the Company's achievement of pre-determined
objectives for a specified performance period. In no event shall Employee be issued more than 160,000
Performance Shares pursuant to this Agreement.
2.1 Performance Periods . Pursuant to this Agreement, there will be two separate performance periods.
The two-year period beginning on December 3, 2003 and ending December 2, 2005 will be the first
performance period (the "Performance Period 1") and the four-year period beginning on December 3, 2003 and
ending December 2, 2007 will be the second performance period (the "Performance Period 2"), collectively the
2.2 Performance Awards. A target of 40,000 Performance Shares, up to a maximum of 80,000
Performance Shares , may be earned by and issued to Employee for Performance Period 1 and a target of
40,000 Performance Shares, up to a maximum of 80,000 Performance Shares , may be earned by and issued to
Employee for Performance Period 2. In no event may more than 160,000 Performance Shares be earned by or
issued to Employee for the two Performance Periods.
2.3 Peer Companies . For the Performance Periods, the following companies are the peer companies
("Peer Companies") to be used in the award determination. Any Peer Company that ceases to be a publicly