ANADARKO PETROLEUM CORPORATION
1993 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
THIS AGREEMENT, dated the 26th day of February, 1996, between Anadarko Petroleum Corporation (the
"Company") and Robert J. Allison, Jr. ("Employee").
W I T N E S S E T H:
1. Grant. Pursuant to the Company's 1993 Stock Incentive Plan (the "Plan"), the Company hereby grants to
Employee, subject to the terms and conditions of the Plan, and subject further to the terms and conditions herein
set forth, 100,000 shares of the $0.10 par value common stock of the Company ("Performance Shares"), to 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 150,000
Performance Shares pursuant to this Agreement.
2. Pre-determined Provisions.
(a) Performance Period. The period beginning on January 1, 1996 and ending December 31, 1999 will be the
initial performance period (the "4-Year Period"). The period beginning January 1, 1996 and ending December
31, 2003 will be the second performance period (the "8-Year Period").
(b) Peer Companies. The following companies are the peer companies ("Peer Companies") to be used in the
award determination. Any Peer Company that ceases to be a publically traded entity on a recognized stock
exchange during the 4-Year Period or 8-Year Period will be removed from the Peer Company list. No
companies may be added to the list during the 4-Year Period or 8-Year Period.
Burlington Resource Inc.
Enron Oil and Gas Company
Louisiana Land and Exploration Company Noble Affiliates, Inc.
Oryx Energy Company
Sante Fe Energy Resources, Inc.
Union Pacific Resources Group, Inc. Union Texas Petroleum Holdings, Inc. Vastar Resources, Inc.
(c) Performance Objectives. The number of Performance Shares to be issued to Employee will be determined at
the end of each the 4-Year Period and the 8-Year Period by c