ANADARKO PETROLEUM CORPORATION
RESTRICTED STOCK AGREEMENT
Agreement made as of ____________________________ between ANADARKO PETROLEUM
CORPORATION (the "Company") and First Name~ Last Name~ ("Employee").
(a) Shares. Pursuant to the Company's 1993 Stock Incentive Plan (the "Plan"), Shares~ shares of the Company's
common stock, par value $0.10, will be issued as hereinafter provided in the Employee's name. Such shares shall
be subject to certain restrictions as hereinafter described pursuant to the Plan and this Agreement (the "Restricted
(b) Issuance of Shares. The Restricted Shares will be issued upon acceptance hereof by the Employee.
(c) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan, and agrees that this grant of
Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments
thereto, if any.
The Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:
(a) Forfeiture Restrictions. Except as may be otherwise provided in the Plan, (i) the Restricted Shares may not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred or disposed of to the extent then
subject to the Forfeiture Restrictions, and (ii) in the event of termination of Employee's employment with the
Company and its subsidiaries for any reason other than by reason described in Paragraph 2(c) of this Agreement,
including but not limited to retirement, the Employee shall, for no consideration, forfeit to the Company all
Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the
obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein
referred to as "Forfeiture Restrictions". The Forfeiture Restrictions shall be binding upon and enforceable against
any transferee of Restricted Shares.
(b) Lapse of Forfeiture Restrict