ANADARKO PETROLEUM CORPORATION
1993 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated the 26th day of February, 1996, between Anadarko Petroleum Corporation, a
Delaware corporation (the "Company") and Robert J. Allison, Jr. ("Optionee").
W I T N E S S E T H:
1. Pursuant to the provisions of the 1993 Stock Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee, subject to the terms and conditions of the Plan, and subject further to the terms and conditions herein
set forth, the right and option ("Option") to purchase from the Company at the purchase price of $54.375 per
share (said price being the fair market value of the $0.10 par value common stock of the Company ("Common
Stock") at the date of grant of this Option) all or any part of an aggregate of 480,000 shares of Common Stock
(hereinafter a "Non-Qualified Stock Option").
2. Subject to earlier expiration of this Option as herein provided, the Non-Qualified Stock Option granted
hereunder shall be exercisable at any time and from time to time after the date of grant hereof in accordance with
the following schedule:
This Option shall not be exercisable in any event after the expiration of eleven (11) years from the date of grant
No partial exercise of any Option may be for fewer than ten (10) shares or the full number of shares as to which
the Option is exercisable at the time of such partial exercise, if less than ten
(10) shares. The Non-Qualified Stock Option may be exercised without regard to whether any Option previously
granted to the Optionee has been exercised in whole or in part.
3. The Options may not be exercised unless the Optionee is at the time of such exercise in the employ of the
Company and shall have been continuously employed by the Company, or a subsidiary of the Company, since
the date of this Agreement; provided, however, that the Options shall be exercisable following the termination of
the Optionee's employment during the term of the