KERR-MCGEE CORPORATION RETIREMENT PLAN SUMMARY PLAN DESCRIPTION

Transcription

1 KERR-MCGEE CORPORATION RETIREMENT PLAN SUMMARY PLAN DESCRIPTION SPD REVISION DATE: 1/1/2012 Note: In the event of any conflict between this document and the Plan document, the Plan document will control.

2 TABLE OF CONTENTS PAGE PART 1 INTRODUCTION...1 Section 1.1 Employer Identification Number and Plan Number... 3 Section 1.2 Plan Sponsor... 3 Section 1.3 Plan Administrator... 3 Section 1.4 Plan Trustee... 3 Section 1.5 Service of Legal Process... 3 PART 2 DEFINITIONS...4 Section 2.1 Definitions ABBR Accrued Benefit Active Participant Actuarial Equivalent or Actuarially Equivalent Administrative Committee Alternate Payee Anadarko Annual Compensation Limit Annuity Starting Date Applicable Interest Rate Applicable Mortality Table Beneficiary Board Break in Service Code Compensation Controlled Group Member Credited Service Death Benefit Designated Nonparticipating Employer Direct Rollover...7 i For additional information regarding your benefit call

3 Disability Plan Distributee Early Retirement Benefit Early Retirement Date Effective Date Eligibility Start Date Eligible Employee Eligible Retirement Plan Eligible Rollover Distribution Eligible Spouse Employee Employer ERISA Final Average Monthly Compensation Highly Compensated Employee Hire Date Hour of Service Ineligible Employee Interest Credit IRS Joint and Contingent Survivor Annuity Joint and Last Survivor Annuity Kemira Plan KMG Legacy Accrued Benefit Last Transfer Date Late Retirement Benefit Late Retirement Date Leased Employee Legacy Benefit Legacy Employee Monthly Covered Compensation Non-Legacy Employee Nonparticipating Employer Normal Retirement Age Normal Retirement Benefit Normal Retirement Date Oryx Plan...15 ii For additional information regarding your benefit call

4 Participant Participating Employer Pay Credit PBGC Period Certain Personal Wealth Account (PWA) Personal Wealth Account Accrued Benefit Personal Wealth Account Participant Plan Plan Administrator Plan Sponsor Plan Year Points Present Value Primary Social Security Benefit QDRO (Qualified Domestic Relations Order) QJSA (Qualified Joint and Survivor Annuity) Qualified Pension Plan Qualified Service Leave Regular Employee Rehire Date Required Beginning Date Retirement Benefit Retirement Choice Retirement Choice Accrued Benefit Retirement Choice Participant Service SPD or Summary Plan Description Superseded Plan Termination Date Totally and Permanently Disabled or Total and Permanent Disability Trust Trust Agreement Trustee Variable Interest Rate Vested Interest Vested Terminated Benefit...18 iii For additional information regarding your benefit call

5 Vesting Service...19 PART 3 FREQUENTLY ASKED QUESTIONS...20 Section 3.1 FAQ: Participation and Contributions Does this SPD apply to me? Who is Eligible to Participate in this Plan? When did I begin participating in the Plan? How does my participation in this Plan affect my future employment? Who contributes to the Plan?...21 Section 3.2 FAQ: Calculating Your Service How does my Service count toward retirement? How do I calculate my Vesting Service? How do I calculate my Credited Service? What happens if I become ill or I m called to active duty?...23 Section 3.3 FAQ: Your Accrued Benefit How is my Legacy Benefit calculated? How do I determine my Personal Wealth Account Accrued Benefit? When will I earn additional Points for Pay Credits? When will I be vested in my Accrued Benefit? What happens to my Accrued Benefit if the Plan is terminated? What happens to my Accrued Benefit if I leave all Employers and then I m rehired? May I transfer my Accrued Benefit to someone else? What Compensation is used to calculate my Accrued Benefit? What happens if I go on Short Term Disability Leave? What happens if I am involuntarily terminated under the Anadarko Petroleum Corporation Severance Plan?...27 Section 3.4 FAQ: Retirement Choice What is Retirement Choice? How does Retirement Choice work? What special interest rates will be used to calculate lump sum payments of Legacy Benefits? How does the Vesting Service credit for purposes of Personal Wealth Accounts work? How is a Retirement Choice Participant s benefit determined?...29 Section 3.5 FAQ: Payment Forms and Timing How old must I be to retire? How is my Normal Retirement Benefit calculated?...32 iv For additional information regarding your benefit call

6 3.5.3 How is my Late Retirement Benefit calculated? How is my Early Retirement Benefit calculated? How is my Vested Terminated Benefit calculated if I terminate employment before my Normal Retirement Date, but I am not eligible for Early Retirement? What happens to my Accrued Benefit if I die? What happens if I transfer to a Nonparticipating Employer? What is the standard form of distribution for my Early Retirement Benefit, Normal Retirement Benefit, or Late Retirement Benefit? What is the standard form of distribution for my Vested Terminated Benefit? What is the difference between the QJSA (50% Joint and Contingent Survivor Annuity) in Section and a 50% Joint and Last Survivor Annuity in Section 3.5.9? What is the standard form of distribution for my Personal Wealth Account Accrued Benefit? When is the annuity distribution of my Accrued Benefit paid? What are the optional forms of distribution for my Accrued Benefit if I retire or terminate employment? What is the Period Certain for those optional distribution forms that contain a Period Certain? May I combine the different optional forms of distribution for my Accrued Benefit? I elected a Joint and Last Survivor Annuity or a Joint and Contingent Survivor Annuity and my Eligible Spouse or other Beneficiary died. What happens to my Accrued Benefit? How is the lump sum distribution form of benefit determined? Can I or my Beneficiary roll over a distribution into an IRA or other retirement plan? What are the forms of distribution for a benefit through a QDRO? I terminated service, but the Present Value of my Accrued Benefit is only $1,000. Why am I not offered any annuity options? What happens to my Accrued Benefit if the Administrative Committee cannot locate me?...46 Section 3.6 Making Your Elections When should I request my retirement benefits? How do I elect an optional form of distribution? What happens if I do not elect a form of distribution? How do I elect a Beneficiary? What if my Beneficiary is a Minor or Incompetent? What is required for my Eligible Spouse to consent to another Beneficiary? My husband (or wife) and I are separated. Is spousal consent waived? My husband (or wife) is my Beneficiary and we just divorced. Will my ex-spouse remain as my Beneficiary? What is a Contingent Beneficiary?...49 v For additional information regarding your benefit call

7 PART 4 CLAIMS PROCEDURES...50 Section 4.1 Filing a Claim Section 4.2 Denial of Claim Section 4.3 Reasons for Denial of Claim Section 4.4 Deemed Denial of Claim Section 4.5 Review of Denial Section 4.6 Reasons for Denial Upon Review Section 4.7 Limits on Right to Judicial Review Section 4.8 Other Claims Section 4.9 Clerical Errors or Omissions PART 5 ABOUT THE PLAN AND YOUR RIGHTS...53 Section 5.1 Required Minimum Distributions Section 5.2 Top Heavy Rules Section 5.3 Plan Amendment or Termination Section 5.4 Plan Insurance Section 5.5 Your Rights Under ERISA Information About Your Plan and Benefits Prudent Actions by Plan Fiduciaries How to Enforce Your Rights Assistance with Your Questions...55 Section 5.6 Your Obligation to Provide Information Section 5.7 Limitations on Benefits Due To Underfunding PART 6 EMPLOYEE REHIRE PROVISIONS...58 Section 6.1 Participation in the Plan Upon Rehire for Non-Legacy Employees Section 6.2 Participation in the Plan Upon Rehire for Legacy Employees Rehire Before Your Annuity Starting Date Rehire After Your Annuity Starting Date...58 vi For additional information regarding your benefit call

8 6.2.3 Special Election to Continue Payments for Temporary or Part-Time Rehires...59 Section 6.3 Additional Provisions Reemployment After Refund of Employee Contributions Provisions Applicable to Rehired Participants...59 vii For additional information regarding your benefit call

9 PART 1 INTRODUCTION The Kerr-McGee Corporation Retirement Plan (the Plan ) is a defined benefit pension plan that was established to provide you with a retirement benefit once you have completed the required period of employment with an Employer. The Plan was most recently amended and restated effective as of January 1, 2009, but has been amended subsequently, including certain material amendments effective January 1, The Plan is fully paid for by Anadarko. You do not need to contribute financially. Once you have become vested in your Accrued Benefit under the Plan, you are guaranteed a benefit. If you are vested in your Accrued Benefit and terminate employment before retirement, you may elect an immediate benefit or to defer your benefit until you reach retirement age. At that time, you choose the payment form that best suits your needs from the available options. The Plan may be amended at any time at the discretion of the Plan Sponsor. However, no amendment will be made that decreases your Accrued Benefit unless required or authorized by law. If the Plan is terminated by Anadarko, you will be 100% vested in your Accrued Benefit as of the date of such termination. This Summary Plan Description ( SPD ) has been drafted to summarize material provisions of the Plan as of January 1, 2012 ( Revision Date ). Because it is only a summary, it does not include all of the technical provisions or special exceptions as set forth in the Plan itself. You have the right to obtain a copy of the Plan document as explained later in this SPD. Throughout this SPD, you will find capitalized words and phrases. Those words and phrases are defined terms. That means they have specific definitions that can be found in Section 2.1. In this SPD, I in the questions and you in the answers and provisions refer to you as an employee or former employee of the Plan Sponsor or a Participating Affiliate. As you review the SPD, you will notice that the Plan has two different benefit programs. The following discussion is only a brief summary of these programs. These different benefit programs are discussed in greater detail in this SPD. Prior to January 1, 2012, individuals who were Participants in the Plan prior to December 31, 2007 and who had not incurred a Break in Service of more than a year thereafter participated in the traditional defined benefit pension program, which is referred to in this SPD as the Legacy Benefit. A hypothetical example of this benefit program is described in Section On and after January 1, 2012, certain Participants referred to in this SPD as Personal Wealth Account Participants participate in a newly established cash balance pension program called a Personal Wealth Account (PWA). The term Personal Wealth Account Participants includes Retirement Choice Participants and reemployed individuals who were Participants in the Plan (other than Retirement Choice Participants) upon their termination of employment on or after January 1, A hypothetical example of this benefit program is described in Section For additional information regarding your benefit call

10 The term Retirement Choice Participants refers to Participants in the Plan who affirmatively elected under Retirement Choice to become Personal Wealth Account Participants as of January 1, 2012, and participate in the Personal Wealth Account. Retirement Choice Participants retain their accrued Legacy Benefit under the Plan, referred to in this SPD as the Retirement Choice Accrued Benefit, which will not increase by reason of their Credited Service completed or, except as provided in the Plan, imputed or Compensation received or imputed after December 31, 2011, but is subject to special interest rate provisions if distributed in a lump sum upon termination of employment after qualifying for early retirement or attaining Normal Retirement Age. Any reference to the PWA is applicable to Retirement Choice Participants and certain rehired participants only. Active participants in the Anadarko Retirement Plan do not participate in this Plan. FOR ADDITIONAL INFORMATION CONTACT: Anadarko Benefits Center 500 N. Akard Street, Suite 4100 Dallas TX For additional information regarding your benefit call

11 Section 1.1 Employer Identification Number and Plan Number The employer identification number assigned to the Plan Sponsor by the IRS is The Plan number is 004. The Plan is a defined benefit pension plan. Section 1.2 Plan Sponsor Anadarko Petroleum Corporation Attn: Benefits Department, Human Resources 1201 Lake Robbins Drive The Woodlands, TX (request Benefits Department, Human Resources) Section 1.3 Plan Administrator The Anadarko Petroleum Corporation Administrative and Investment Committee is the designated plan administrator for purposes of ERISA. This committee and its delegates, including the Administrative Committee, has the exclusive and final discretion to interpret and construe the terms and provisions of the Plan and to decide all questions that arise in connection with its administration, including factual determinations. Its decisions will be final and binding on all persons. Anadarko Petroleum Corporation Administrative and Investment Committee Attn: Benefits Department, Human Resources 1201 Lake Robbins Drive The Woodlands, TX (request Benefits Department, Human Resources) Please submit all forms and claims to the Anadarko Benefits Center: Anadarko Benefits Center 500 N. Akard Street, Suite 4100 Dallas TX Section 1.4 Plan Trustee BNY Mellon Bank One Mellon Bank Center Pittsburgh, PA Section 1.5 Service of Legal Process Anadarko Petroleum Corporation Attn: General Counsel c/o CT Corporation System 350 N. St. Paul Street Dallas, TX Legal process may also be served on the Plan Administrator or the Trustee. 3 For additional information regarding your benefit call

12 PART 2 DEFINITIONS Whenever used with initial capital letters in this SPD, the following terms have the meanings set forth below, unless otherwise expressly provided. For a complete definition of any defined term used in this SPD, you must refer to the Plan document. Section 2.1 Definitions ABBR: Your Annual Benefits Base Rate of pay as coded in the Employer s payroll system Accrued Benefit: The monthly retirement income payable to you for life commencing at your Normal Retirement Date that you have accrued as of a given date; provided, however, that with respect to a Personal Wealth Account Participant, Accrued Benefit means the sum of your KMG Legacy Accrued Benefit or Retirement Choice Accrued Benefit and your Personal Wealth Account Accrued Benefit as of any specified date. Your Accrued Benefit cannot exceed the limits permitted under Code Section Active Participant: You are an Active Participant if you are entitled to receive current Compensation for services performed for a Participating Employer Actuarial Equivalent or Actuarially Equivalent: With respect to a Legacy Benefit, except for purposes of determining the value of a lump sum distribution, Actuarial Equivalent means a benefit of equivalent value to the Accrued Benefit computed on the basis of an eight percent (8%) per annum interest rate and the mortality table prescribed by the Secretary of the Treasury in accordance with Code Section 417(e)(3) as of January 1, For purposes of determining a lump sum distribution or any other distribution for a period less than the life of the Participant, Actuarial Equivalent means a benefit of equivalent value to the Accrued Benefit computed on the basis of the Applicable Interest Rate and Applicable Mortality Table. With respect to a Personal Wealth Account, Actuarial Equivalent means: (a) For conversion of a Personal Wealth Account to a single life annuity or any other optional form of benefit (except a lump sum): Mortality Basis: Interest: GAR94 (Revenue Ruling ) mortality table. 30-year U.S. Treasury Rate published monthly by the IRS for the second month preceding the first month of the calendar quarter in which the Participant commences such optional form of benefit. (b) The lump sum payable with respect to the Participant s Personal Wealth Account Accrued Benefit shall be equal to the vested balance in the Personal Wealth Account. 4 For additional information regarding your benefit call

13 IMPORTANT Actuarial assumptions may be changed by an amendment to the Plan, but except as permitted by law, may not reduce your Accrued Benefit as in effect as of the date of the amendment Administrative Committee: The Anadarko Petroleum Corporation Administrative Subcommittee, as appointed by the Plan Administrator Alternate Payee: Anyone other than you, such as a spouse, former spouse, child or dependent, who is recognized by a QDRO as having a right to receive benefits under the Plan Anadarko: Anadarko Petroleum Corporation, or any successor in interest thereto Annual Compensation Limit: The maximum annual Compensation allowable under Code Section 401(a)(17) for any given year that may be taken into account for determining your benefit. The limit in 2012 is $250,000. The limit is adjusted automatically to reflect any amendments to the Code and any cost-of-living increases authorized under the Code Annuity Starting Date: The first day of the first period for which an amount is payable to you or your Beneficiary as an annuity or in any other form available under the Plan. IMPORTANT The Annuity Starting Date is the first day of the first period for which an amount is payable and is NOT the actual date of payment Applicable Interest Rate: The rate prescribed by Code Section 417(e) for the September of the year immediately preceding the calendar year that contains your Annuity Starting Date Applicable Mortality Table: The applicable mortality table for a given year as defined in Code Section 417(e)(3)(B) Beneficiary: The person or persons who is entitled under the Plan to receive the portion of your Accrued Benefit, if any, that is distributable after your death Board: The Board of Directors of Anadarko Petroleum Corporation, or a committee consisting of members of the Board of Directors that is delegated responsibility with respect to the Plan Break in Service: A period of severance of 12 consecutive months or longer that immediately follows your termination date and immediately precedes your Rehire Date Code: The Internal Revenue Code of 1986, as amended Compensation: Subject to the adjustments and limitations in this section, effective as of February 15, 2010, Compensation means the total of all wages, salaries, fees for professional service, and other amounts you receive for services you render or labor you perform for a Participating Employer while you are a Participant, but only to the extent those amounts are includable in your gross income. The following are excluded from Compensation: 5 For additional information regarding your benefit call

14 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Payments (however denominated) that are not part of the Company s Annual Incentive Program or other regular annual pay programs, including but not limited to, bonuses under the Company s Value Creation Plan (or similar bonus payment plan), override plan bonuses, front-end hiring bonuses, retention bonuses, overseas bonuses and production bonuses; Reimbursements and other expense allowances; Cash and non-cash fringe benefits; Moving expenses; Participating Employer contributions to, or payments from, this or any other deferred compensation program, regardless of whether such program is qualified under Code Section 401(a) or nonqualified; Health and other welfare benefits; Amounts realized from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of Code Section 422; Amounts realized at the time property described in Code Section 83 is freely transferable or no longer subject to a substantial risk of forfeiture under Section 83; Amounts realized as a result of an election described in Code Section 83(b); Any amount realized as a result of a disqualifying disposition within the meaning of Code Section 421(a); and Any other amounts that receive special tax benefits under the Code but not hereinafter included. The following will be included in Compensation: (a) (b) (c) Elective contributions made on your behalf by a Participating Employer that are not includable in income under (i) a cafeteria plan (Code Section 125), a cash or deferred arrangement (Code Section 402(e)(3)), a simplified employee pension (Code Section 402(h)), a 403(b) plan (Code Section 403(b)), and any parking or commuting expenses not includable in your gross income under a salary reduction agreement (Code Section 132(f)); Compensation deferred under an eligible deferred compensation plan within the meaning of Code Section 457(b); and Employee contributions described in Code Section 414(h) that are picked up by the Participating Employer and treated as Employer contributions. Compensation also includes any military continuation or differential pay you receive from a Participating Employer while you are on active duty for a period of more than 30 days 6 For additional information regarding your benefit call

15 performing qualified military service, provided that the pay does not exceed the wages you would have received if you were performing services for the Participating Employer. Your Compensation for a Plan Year taken into account for purposes of the Plan will be limited to the Annual Compensation Limit for that Plan Year. Such amount will be prorated to the extent required by applicable law Controlled Group Member: A Controlled Group Member includes: (a) (b) (c) (d) (e) the Plan Sponsor; any corporation or association that is a Participant of a controlled group of corporations (within the meaning of Code Section 1563(a), determined without regard to Code Section 1563(a)(4) and Code Section 1563(e)(3)(C), except that, for the purposes of applying the limitations on benefits and contributions that are required under Code Section 415, such meaning will be determined by substituting the phrase more than 50% for the phrase at least 80% each place that it appears in Code Section 1563(a)(1)) with respect to which the Plan Sponsor is a Participant; any trade or business (whether or not incorporated) that is under common control with the Plan Sponsor as determined in accordance with Code Section 414(c) and regulations issued thereunder; any service or other organization that is a Participant of an affiliated service group (within the meaning of Code Section 414) with respect to which the Plan Sponsor is a Participant; and any other entity required to be aggregated with the Plan Sponsor pursuant to regulations under Code Section 414(o) Credited Service: The measure of service with Participating Employers used to determine your Accrued Benefit as described in Section Death Benefit: The benefit payable to your Beneficiary if you die before your Annuity Starting Date Designated Nonparticipating Employer: Any Controlled Group Member that is not a Participating Employer; and any other corporation, association, proprietorship, partnership or other business organization that is not a Participating Employer and designated by the Board or Administrative Committee (or their delegates) as a Designated Nonparticipating Employer Direct Rollover: A direct payment by the Plan to an Eligible Retirement Plan designated by a Distributee Disability Plan: The Anadarko Petroleum Corporation Long-Term Disability Plan Distributee: A person entitled to an Eligible Rollover Distribution, such as your surviving Eligible Spouse, your former spouse who is an Alternate Payee under a QDRO, or a Beneficiary entitled to receive a distribution under the terms of the Plan. Each of the 7 For additional information regarding your benefit call

16 foregoing is a Distributee with regard to his or her interest in an Eligible Rollover Distribution Early Retirement Benefit: Your Retirement Benefit that begins before your Normal Retirement Date as calculated in Section Early Retirement Date: The first day of the month coincident with or next following the date you retire from the service of all Employers under the early retirement provisions of the Plan Effective Date: The date the Plan first becomes effective with respect to a particular Employer. To the extent the Plan includes specific dates with respect to particular provisions, those dates control with respect to those provisions Eligibility Start Date: If you did not participate in a Superseded Plan as of December 31, 2000, your Eligibility Start Date is the latest to occur of the following: (a) January 1, 2001; (b) (c) (d) the date you become an Eligible Employee; the first day of the month coincident with or next following the first anniversary of your Hire Date; or if you have not terminated employment but are absent from the active service of the Employer on the first day you would be eligible to participate in the Plan under (a), (b) or (c) above, the date you return to active service with the Employer. If you did participate in a Superseded Plan as of December 31, 2000, your Eligibility Start Date is January 1, Eligible Employee: You are an Eligible Employee if you are employed as an Employee by a Participating Employer on its United States payroll and are not classified by the Participating Employer as an Ineligible Employee Eligible Retirement Plan: Any of the following are considered to be Eligible Retirement Plans: (a) individual retirement accounts (including Roth IRAs) and individual retirement annuities; (b) Code Section 403(a) annuities; (c) qualified defined benefit and defined contribution plans that are allowed to accept Eligible Rollover Distributions; (d) Code Section 403(b) annuity contracts; and (e) Code Section 457(b) governmental plans that agree to separately account for the rollover amount. The definition of Eligible Retirement Plan will also apply in the case of a distribution to a spouse or former spouse who is an Alternate Payee under a QDRO. Notwithstanding the foregoing, if the Distributee is a non-spousal Beneficiary, then Eligible Retirement Plan means only individual retirement accounts (including Roth IRAs) and individual retirement annuities Eligible Rollover Distribution: A distribution of all or any portion of the Accrued Benefit of a Distributee. However, an Eligible Rollover Distribution does not include: (a) a distribution on a life annuity for the life (or life expectancy) of the Distributee; 8 For additional information regarding your benefit call

17 (b) (c) a distribution on a Joint and Last Survivor Annuity for the joint lives (or life expectancies) of the Distributee and the Distributee s beneficiary; a distribution on a term certain annuity for a specified period of ten years or more; (d) a required minimum distribution as described in Section 5.1; (e) (f) the portion of a distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution that is not designated as an eligible rollover distribution under the Code or other authority. Notwithstanding the foregoing, a portion of a distribution will not fail to be an Eligible Rollover Distribution merely because it consists of after-tax employee contributions that are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b) or to a qualified defined contribution plan described in Code Sections 401(a) or 403(a) that agrees to separately account for amounts so transferred, including to separately account for the portion of such distribution that is includable in gross income and the portion of such distribution that is not so includable Eligible Spouse: The spouse to whom you are married on the earlier of your Annuity Starting Date or your date of death. Your spouse is not an Eligible Spouse unless your marriage is legally recognized as valid under the federal laws of the United States and of the state in which you reside Employee: You are an Employee if you are employed as an employee by an Employer and are classified as an employee on its payroll records or you are a Leased Employee. You are not an Employee if you are classified in a non-employee category even if you are later reclassified, including any retroactive reclassification from a non-employee category to an Employee status even if the result of litigation or governmental action Employer: The Plan Sponsor or other Controlled Group Member ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time Final Average Monthly Compensation: (a) If you have at least 36 consecutive calendar months of Compensation, then Final Average Monthly Compensation is your average monthly rate of Compensation from Participating Employers for the 36 consecutive calendar month period of Compensation out of the 120 consecutive calendar month period that includes your Termination Date that results in your highest average monthly rate of Compensation. The 120 consecutive calendar month period includes your month of termination, and if applicable, your month of hire or rehire. Your average monthly rate of Compensation is determined by dividing your total Compensation for such 36 consecutive calendar month period by 36, except as otherwise described below. 9 For additional information regarding your benefit call

18 For the purpose of calculating Final Average Monthly Compensation, your Compensation for a given month is the Compensation that you actually receive during that calendar month except for months or partial months in which you experience a paid leave of absence for short term disability, qualified military service, or worker s compensation, in which case your compensation is your ABBR for that full month. Months in which you experience a leave of absence for short term disability, qualified military service, or worker s compensation are counted as full months in the denominator of the fraction for purposes of the calculation of Final Average Monthly Compensation. Months in which you experience a leave of absence for any other reason are counted as partial months in the denominator of the fraction. (b) If you have less than 36 consecutive calendar months of Compensation, then Final Average Monthly Compensation is determined by dividing your total Compensation by the actual number of consecutive calendar months of Compensation. For the purpose of calculating Final Average Monthly Compensation, your Compensation for a given month is the Compensation that you actually receive during that calendar month except for months or partial months in which you experience a paid leave of absence for short term disability, qualified military service, or worker s compensation, in which case your compensation is your ABBR for that full month. Months in which you experience a leave of absence for short term disability, qualified military service, or worker s compensation are counted as full months in the denominator of the fraction for purposes of the calculation of Final Average Monthly Compensation. Months in which you experience a leave of absence for any other reason, as well as your month of hire and month of termination, are counted as partial months in the denominator of the fraction. If you were not actively employed for a period of one complete calendar month or longer due to a leave of absence or because you were rehired with a reinstatement of your prior Vesting Service and Credited Service, then your Final Average Monthly Compensation will exclude any complete calendar month during which you did not receive any regular Compensation from the Employer. (c) The mode of determining Final Average Monthly Compensation is applied on a uniform basis for similarly-situated Participants. (1) Month of Hire. If the month contains your date of rehire, the month of the rehire shall be counted as a partial month in the denominator of the fraction. However, if the month contains your original date of hire, then the month shall be considered a full month under subsection (a) above but partial month under subsection (b) above in the denominator of the fraction. (2) Month of Termination. If a month contains your termination of employment for which you are subsequently rehired, the month of the termination shall be counted as a partial month in the denominator of the fraction. However, if the month contains your final termination of employment date, and you are 10 For additional information regarding your benefit call

19 not rehired, then the month shall be considered a full month under subsection (a) above but partial month under subsection (b) above in the denominator of the fraction. (3) Calculation of Partial Months. Each partial month is calculated as a fraction, with the numerator being the actual number of days in the month for which you received compensation and the denominator being the total number of days in the month. (4) Totally and Permanently Disabled Participant. In the event your employment is terminated because you become Totally and Permanently Disabled before your Normal Retirement Date and you were partially disabled before you became Totally and Permanently Disabled, your Average Monthly Compensation for the months of partial disability shall be determined based on your ABBR immediately preceding the date you shifted to a partial disability work schedule. Only for purposes of calculating your Final Average Monthly Compensation, you will be treated as if you were (i) employed for each month during which you receive payments from the Disability Plan and (ii) receiving compensation for such month at the rate of your ABBR immediately preceding the earlier of (A) your termination date, or (B) the date you shifted to a partial disability work schedule. For purposes of this provision, you are considered to have become partially disabled and working a partial disability work schedule when you both (i) begin working a schedule of less than five days per week and (ii) begin receiving payments from the Employer s long term disability plan for the days during a week when you are not actively working for an Employer. (5) Determination of Calendar Months. Any complete calendar month during which you did not receive any regular Compensation from the Employer is excluded from the 36 consecutive calendar month period and the 120 consecutive calendar month period, as referred to above. Only those calendar months in which you actually received some regular Compensation will be considered to be consecutive for purposes of the 36 and 120 consecutive calendar month periods referenced in Section (a) and (b), above. Notwithstanding the foregoing, the Final Average Monthly Compensation of a Participant who terminated service by reason of becoming Totally and Permanently Disabled shall be determined in accordance with paragraph (4) above. IMPORTANT For the purposes of determining your Final Average Monthly Compensation for a given month, the Administrative Committee may use either (a) the Compensation that you actually receive during that calendar month or (b) the average monthly rate of Compensation for that calendar year. (If option (b) is selected, only those months for which you received Compensation are used. Your average monthly rate of Compensation for the year would be equal your total Compensation divided by the number of months for which you received Compensation.) 11 For additional information regarding your benefit call

20 Highly Compensated Employee: A highly compensated employee as defined in Code Section 414(q) Hire Date: The date you first perform an Hour of Service Hour of Service: An hour for which you are directly or indirectly paid, or are entitled to compensation, by an Employer (or for purposes of determining Credited Service, by a Participating Employer) for the performance of duties or other reasons including, but not limited to, vacation, holidays, sickness, disability, paid layoff and similar paid periods of nonworking time Ineligible Employee: If you are an Ineligible Employee, you will not be eligible to join the Plan and you will not accrue any benefits under the terms of the Plan while you are classified by an Employer as an Ineligible Employee. You are an Ineligible Employee if: (a) (b) (c) (d) (e) (f) (g) you are not a Regular Employee; you were employed at the location of any plant, office or division that was formed, acquired by or merged into or with the Company on or after March 1, 1999, unless the Company, by resolution of its Board of Directors, specifically provides that the provisions of the Plan will apply to all persons who are employed at such location; you are a non-resident alien who (1) receives no earned income (within the meaning of Code Section 911(d)(2)) from a Participating Employer that constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)), or (2) is employed for the primary purpose of providing employment services in jurisdictions other than the United States, regardless of whether you are processed or maintained on a payroll system in the United States for administrative convenience or other business reasons; you are (1) a Leased Employee or (2) considered by the Participating Employer to be an independent contractor (or in another non-employee status), but are later reclassified as an Employee whose wages should have been reported on Form W-2 (or its successor), with respect to the entire period for which you were classified or paid by the Adopting Employer as an independent contractor. You will be an Ineligible Employee under this subsection even if you are retroactively reclassified by a court, the IRS, the DOL, or any other governmental entity, as an Employee; you are a temporary worker who is engaged through or employed by a temporary or leasing agency, irrespective of the length of time that you perform or are expected to perform services at or for the recipient Participating Employer. As a temporary worker, you will be considered an Ineligible Employee even if you are retroactively reclassified by a court, the IRS, or the DOL as an employee of the recipient Participating Employer; you are a participant in, and accruing pension benefits under, the Anadarko Petroleum Corporation Retirement Plan; you were covered in 2006 under the Western Gas Resources, Inc. Retirement Plan prior to its merger into the Anadarko Employee Savings Plan and, as the result 12 For additional information regarding your benefit call

21 thereof, you were eligible to receive the eight percent (8%) Special Profit Sharing Contribution under the Anadarko Employee Savings Plan; or (h) you are included in a unit of Employees covered by a collective bargaining agreement between the Employees representative and a Participating Employer in which retirement benefits were the subject of good faith bargaining unless the collective bargaining agreement expressly requires the Participating Employer to include such Employees in the Plan. For purposes of this Section (h), if the collective bargaining agreement expires or is terminated, if you are assigned to a job or job classification that was previously covered by such collective bargaining agreement, you will continue to be covered in accordance with its provisions until the earliest of: (1) twelve (12) months from the date the agreement expired or terminated; (2) cessation of negotiations between the parties to the expired or terminated agreement to enter into a new or modified collective bargaining agreement; or (3) adoption of a new or modified collective bargaining agreement to replace the expired or terminated agreement. For purposes of this Section (h), the term Employees representative does not include any organization more than one half of the members of which are Employees who are owners, officers, or executives of the Participating Employer. (Only to the extent that Employees who are included in a unit of Employees covered by a collective bargaining agreement are covered under the Plan, the terms of such participation, including but not limited to eligibility, vesting, and benefit accruals, will be set forth in a Union Participation Appendix to the Plan) Interest Credit: The amount by which the balance in your Personal Wealth Account is increased to reflect interest. Your Personal Wealth Account will increase weekly at an interest rate that is equal to the Variable Interest Rate if you are alive and have not commenced receiving payment of the Retirement Benefit, or if you are deceased and your Eligible Spouse or Beneficiary is eligible to receive a benefit and has not commenced receiving such benefit. Notwithstanding the foregoing, under no circumstances will the Interest Credit be less than a 3.24% annual rate, unless a lower rate is required to comply with any requirement that the rate of interest of the Interest Credit be reasonable or a market rate, or unless the minimum interest rate of 3.24% annually for the Interest Credit is otherwise impermissible due to the issuance of authoritative guidance by the appropriate governmental entity that prohibits such minimum interest rate IRS: The U.S. Internal Revenue Service Joint and Contingent Survivor Annuity: An annuity that is payable to you during your lifetime, and, following your death, payable to your Beneficiary for life as a survivor annuity equal to a specified percentage (e.g., 50%) of the monthly amount payable during your lifetime Joint and Last Survivor Annuity: An annuity that is payable to you during the joint lifetime of you and your Beneficiary, and following the death of either you or your Beneficiary, a survivor annuity payable to the survivor for life equal to a specified percentage (e.g., 50%) of the monthly amount payable during your joint lifetime. 13 For additional information regarding your benefit call

22 Kemira Plan: Kemira Pigments, Inc. Employees Retirement Plan KMG Legacy Accrued Benefit: The Legacy Benefit that a Participant (other than a Retirement Choice Participant) has accrued under the Plan as of his Termination Date occurring on or after January 1, 2012, which shall not increase by reason of Credited Service completed (or, except as otherwise provided in the Plan, imputed) or Compensation received (or imputed) after such Termination Date Last Transfer Date: The date you were last transferred to the status of an Eligible Employee Late Retirement Benefit: Your Retirement Benefit that begins after your Normal Retirement Date as calculated in Section Late Retirement Date: In the event that you retire after your Normal Retirement Date, the first day of the month coincident with or next following the date you retire from the service of all Employers Leased Employee: The term Leased Employee means any person or entity (other than an Employee of the Employer) who, pursuant to an agreement between the Employer and any other person (leasing organization), has performed services for the Employer (or for the Employer and related persons as determined under Code Section 414(n)(6)) on a substantially full-time basis for a period of at least one year and such services are performed under the primary direction or control of the Employer. Contributions or benefits provided a Leased Employee by the leasing organization, which are attributable to services performed for the Employer, will be treated as provided by the Employer. Notwithstanding any provision to the contrary, a Leased Employee will not be considered to be an Employee if (i) such employee is covered by a money purchase pension plan providing (1) a non-integrated employer contribution rate of at least ten percent of compensation, as defined in Code Section 415(c)(3); (2) immediate participation; and (3) full or immediate vesting; and (ii) Leased Employees do not constitute more than 20% of the Employer s workforce who are not Highly Compensated Employees Legacy Benefit: The Accrued Benefit determined under the Plan s traditional defined benefit pension program, which is expressed in the form of a monthly retirement income payable to you for life commencing on your Normal Retirement Date Legacy Employee: An Employee who was an Eligible Employee in the Plan as of August 10, Monthly Covered Compensation: An amount equal to one-twelfth of the covered compensation, within the meaning of Code Section 401(l)(5)(E) and regulations and rulings issued pursuant thereto, that applies to the Participant based upon his year of birth. The amount of Monthly Covered Compensation will be automatically adjusted each Plan Year; provided, however, that any changes in the amount of covered compensation that become effective after either the first day of the Plan Year in which he attains the age of 65 years or the first day of the last Plan Year during which he is credited with an Hour of Service will be ignored. 14 For additional information regarding your benefit call

23 Non-Legacy Employee: An Employee who was not an Eligible Employee in the Plan as of August 10, Nonparticipating Employer: Any Controlled Group Member that is not a Participating Employer, or any other corporation, association, proprietorship, partnership or other business organization that is designated by the Board as a Nonparticipating Employer Normal Retirement Age: Age 65. The Normal Retirement Age for any Participant who terminated employment prior to the Effective Date is the Normal Retirement Age in effect as of such former employee s termination date Normal Retirement Benefit: Your Retirement Benefit that begins as of your Normal Retirement Date as calculated in Section Normal Retirement Date: The first day of the month coincident with or next following the date on which you attain your Normal Retirement Age; provided, however, the Normal Retirement Date of any Participant who reached his normal retirement date as defined in the Superseded Plan (as applicable to him prior to January 1, 2001), will be the normal retirement date that is specified in such Superseded Plan Oryx Plan: The Oryx Energy Company Retirement Plan, as amended Participant: A Participant includes an Eligible Employee, a former Eligible Employee whose service has not been terminated but who has been transferred from his status as an Eligible Employee, and any retired or terminated Employee who has nonforfeitable rights to an Accrued Benefit under the provisions of the Plan Participating Employer: The Plan Sponsor and any Controlled Group Member that has adopted and is participating in the Plan Pay Credit: The credit added to the Personal Wealth Account of a Personal Wealth Account Participant which is determined as a percentage of his Compensation, as follows: (a) (b) Beginning on January 1, 2012 (or, if later, the date a Participant becomes a Personal Wealth Account Participant) and as of the end of each subsequent pay period, Pay Credits will be added to the Personal Wealth Account of each Participant who was an Active Participant on any day of such pay period. Pay Credits shall be credited according to the following schedule for each Active Participant: Number of Points less than 40 Amount 5% of Compensation paid during the pay period 40 but less than 50 6% of Compensation paid during the pay period 50 but less than 60 7% of Compensation paid during the pay period 60 but less than 70 9% of Compensation paid during the pay period 15 For additional information regarding your benefit call