Exhibit 10.1

TERM LOAN AGREEMENT DUE 2013

$175,000,000

This TERM LOAN AGREEMENT (this “ Agreement ”) is made as of December 19, 2008 (the “ Effective Date ”), between Anadarko Petroleum Corporation, a Delaware corporation, with principal offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (“ Lender ”), and Western Gas Partners, LP, a Delaware limited partnership with principal offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (“ Borrower ”). The Guarantor (defined in Section 3) has joined in this Agreement solely for purposes of evidencing its agreement in Section 3 .

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows:

1. Loan . Subject to the terms and conditions of this Agreement, on the Effective Date Lender agrees to make a loan (“ Loan ”) to Borrower in an aggregate principal amount not to exceed $175,000,000.00 (the “ Commitment Amount ”). The Commitment Amount is not revolving; amounts repaid may not be reborrowed.

2. Repayment of the Loan . Borrower promises to pay the outstanding principal balance of the Loan, together with interest accrued and outstanding thereon and any other sums due hereunder, on December 19, 2013 (the “ Maturity Date ”) or such earlier date upon which the maturity of the Loan may have been accelerated pursuant to Section 11 .

3. Guaranty. Western Gas Resources, Inc., a corporation organized under the laws of the State of Delaware (the “ Guarantor ”) unconditionally and irrevocably guarantees to the Lender, in the event of non-performance by the Borrower, including the occurrence of an Event of Default as set forth pursuant to Section 11 :

     (a) the due and punctual payment in full (and not merely the collection) of the principal of the Commitment Amount and the interest thereon, in each case when due and payable, all according to the terms of this Agreement; and

     (b) the due and punctual payment in full (and not merely the collection) of all other sums and charges which may at any time be due and payable in accordance with this Agreement.

4. Early Repayment of the Loan. The Borrower will have the option to repay the Loan upon 30 days prior notice, in whole or in part, on any business day commencing December 19, 2010. The repayment price will equal 100% of the principal amount of the notes to be redeemed plus accrued interest on the notes to be redeemed to the date of redemption.

5. Procedure for Borrowing . On the Business Day (together with other capitalized terms not defined in the body of this Agreement, as defined in Exhibit A ) prior to the Effective Date, Borrower shall deliver a notice to Lender in accordance with the procedures set forth in, and subject to the terms of, Section 2.03 of the Revolving Credit Agreement, except that: (a) Borrower shall give such notice no later than 12:00 p.m., Houston time; (b) Borrower shall

give such notice to and in a form acceptable to Lender rather than the applicable agent under the Revolving Credit Agreement; (c) any term of the Revolving Credit Agreement to the contrary notwithstanding, the Loan may only be made in US Dollars; and (d) interest shall be as calculated in Section 6 .

6. Interest . Borrower shall pay interest on the unpaid principal amount of the Loan outstanding from the Effective Date until the principal amount shall be paid in full, at a rate per annum at all times during each Interest Period equal to the Interest Rate for such Interest Period, payable in arrears on each Payment Date; provided that, in the event of any repayment or prepayment of the Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest payable hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each.

7. Interest Period . The period (the “ Interest Period ”) commencing on the Effective Date and ending on, but not including, March 1, 2009 and thereafter, each subsequent period commencing on the last day of the next preceding Interest Period and ending on, but not including, the next succeeding first Business Day of March, June, September, or December as the case may be; provided, that, in the case of any Interest Period that commences before the Maturity Date, and would otherwise end on a date occurring after the Maturity Date, such Interest Period shall end on the Maturity Date.

8. Interest Rate. For the period commencing on the Effective Date and ending on December 1, 2010, interest shall be assessed at a fixed rate per annum equal to 4.0% (the “ Fixed Rate ”). For the period commencing on December 1, 2010 and ending on the Maturity Date, interest shall be assessed at a floating rate of interest equivalent to the LIBO Rate plus 150 basis points (the “ Floating Rate ”). The Interest Rate for a particular period shall be whichever of the Fixed Rate and the Floating Rate is applicable to such period and the LIBO Rate shall be set for each Interest Period as provided in Exhibit A.

Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time.

9. Borrower’s Representations and Warranties . Borrower represents and warrant to Lender that:

     (a) Borrower (i) has been duly formed and is validly existing in good standing under the laws of the State of Delaware and (ii) is qualified to do business as a foreign entity in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would be reasonably expected to have a material adverse effect on the Borrower and its subsidiaries, taken as a whole; and

     (b) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the valid and binding agreement of Borrower, enforceable in accordance with its terms.

10. Conditions of Lending . The obligation of Lender to make the Loan is subject to the conditions precedent that:

     (a) Each of the representations and warranties set forth in Section 9 is true and accurate on and as of the date of the making of such Loan; and

     (b) no event has occurred and is continuing or would result from the proposed Loan that constitutes a Default or Event of Default.

11. Events of Default . If one or more of the following events of default (each an “ Event of Default ”) shall occur and be continuing:

     (a) Borrower shall default in any payment of principal of the Loan when and as the payment shall become due and payable, or Borrower shall default in any payment of interest as required herein, or in the payment of any fees or other amounts as required herein, when the same shall become due and payable, and such default shall continue for a period of three (3) Business Days;

     (b) Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of its property, (ii) admit in writing of its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under any Bankruptcy Law, (v) file a petition seeking to take advantage of any other law providing for similar relief of debtors, or (vi) consent or acquiesce in writing to any petition duly filed against it in any involuntary case under any Bankruptcy Law; or

     (c) a proceeding or case shall be commenced, without the application or consent of Borrower in any court of competent jurisdiction seeking (i) its liquidation, reorganization, dissolution or winding up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of its assets, or (iii) similar relief in respect of it, under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days (or such longer period, so long as Borrower shall be taking such action in good faith as shall be reasonably necessary to obtain the timely dismissal or stay of such proceeding or case); or an order for relief shall be entered in an involuntary case under any applicable Bankruptcy Law, against Borrower; or

     (d) a Change of Control shall occur;

then and in each and every case Lender, by notice in writing to Borrower, may terminate the commitment of Lender hereunder and/or declare the unpaid balance of the Loan and any other amounts payable hereunder to be forthwith due and payable, and thereupon such balance shall become so due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived; provided that in the case of Section 11(b) and Section 11(c) above, the commitments of Lender hereunder shall automatically terminate and the Loan and any other amounts payable hereunder shall forthwith be due and payable.

12. Notices . Notices under and in connection with this Agreement shall be given and deemed effective as provided in Section 9.01 of the Revolving Credit Agreement.

13. Waivers; Amendments . No failure or delay by Lender to exercise any right or power shall operate as a waiver thereof, nor shall any partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise of such right or power. No waiver of any right or power of Lender in this Agreement shall be effective unless given in writing signed by Lender. This Agreement may not be amended or modified except by a writing signed by the parties.

14. Expenses of Enforcement . Borrower shall reimburse Lender on demand for any fees or other expenses of Lender in connection with the enforcement of this Agreement and the collection of the Loan and any other amounts due Lender hereunder. Borrower agrees, to the fullest extent permitted by law, to indemnify and hold harmless Lender and each of its directors, officers, employees and agents (each an “ Indemnified Party ”) from and against any and all claims, damages, liabilities and expenses (including without limitation fees and disbursements of counsel) arising out of or in connection with any investigation, litigation or proceeding (whether or not any Indemnified Party is a party) arising out of, related to or in connection with this Agreement, the Loan or any transaction in which any proceeds of all or any part of the Loan made hereunder are applied, provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence, unlawful conduct or willful misconduct of such Indemnified Party.

15. Successors and Assigns . This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. Borrower may not assign this Agreement or delegate any of its duties hereunder without the express written consent of Lender.

16. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Texas.

17. Headings; Section References . Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. References to Sections in this Agreement are to Sections of this Agreement.

18. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

19. Entire Agreement . This instrument and any other loan documents executed in connection herewith constitute the entire Agreement between Lender and Borrower and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

20. Notices . All notices under this Agreement shall be in writing and delivered to the respective parties at their principal offices stated at the beginning hereof.

21. No Third Party Beneficiaries . The agreement of Lender to make the Loan to Borrower on the terms and conditions set forth in this Agreement is solely for the benefit of Borrower and no other person has any rights hereunder against Lender or with respect to the extension of credit contemplated hereby.

22. Special Exculpation . No claim may be made by Borrower or any other person against Lender, its directors, officers, employees, attorneys or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or relating to this Agreement or any other financing document or the transactions contemplated hereby or thereby, or any act, omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

23. Waiver of Jury Trial . Each of Borrower and Lender hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

24. Severability . If any term or provision of this Agreement shall be determined to be illegal or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law.

25. Further Assurances . The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement.

26. Non-Recourse to Partners. The Lender agrees that in the event of non-performance by the Borrower hereunder, including an Event of Default, the Lender’s rights to payment under this Agreement are limited to the assets of the Borrower and the Guaranty provided by Section 3 , and the Lender may not pursue payment from any general partner (including the General Partner) or limited partner of the Borrower for any amounts hereunder, even if the assets of the Borrower and amounts received pursuant to such Guaranty are insufficient to pay all amounts due to the Lender under this Agreement.

In witness whereof the parties have caused this Agreement to be executed by their proper officers on the day and year first above written.

Signature Page to Term Loan Agreement Due 2013

Exhibit A

As used in the Agreement to which this Exhibit A is attached, the following terms have the meanings indicated:

“ Bankruptcy Law ” means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time and any similar other applicable law or statute in any other jurisdiction as amended from time to time.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to remain closed; provided that when used in connection with an Interest Period, the term “Business Day” shall also exclude any day on which banks are not open for dealings in U.S. dollar deposits in the London interbank market.

“ Change of Control ” means any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the General Partner’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the General Partner; (ii) the dissolution or liquidation of the General Partner; (iii) the consolidation or merger of the General Partner with or into another Person pursuant to a transaction in which the outstanding membership interests of the General Partner are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding membership interests of the General Partner are changed into or exchanged for Voting Securities of the surviving corporation or its parent and (b) the Lender continues to own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving corporation or its parent immediately after such transaction; and (iv) other than Lender and its affiliates, a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding membership interests of the General Partner, except in a merger or consolidation which would not constitute a Change of Control under clause (iii) above.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ General Partner ” means Western Gas Holdings, LLC, a Delaware limited liability company (including any permitted successors and assigns under the Agreement of Limited Partnership of the Borrower).

“ LIBO Rate ” means for each Interest Period, the rate reported by Bloomberg L.P. in its index of rates (or any successor to or substitute for such index, providing rate quotations comparable to those currently provided on such page of such index, as determined by the Lender at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of

Exhibit A to Term Loan Agreement Due 2013

the financial institution then serving as administrative agent under the Revolving Credit Agreement in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Payment Date ” means the last day of each Interest Period, commencing March 1, 2009.

“ Person ” means a corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

“ Revolving Credit Agreement ” at any time means the revolving credit agreement with the largest aggregate commitment amount to which Lender is then a party as the borrower, as amended, or if there is no such revolving credit agreement then in effect, the last revolving credit agreement to which Lender was a party as the borrower. As of the Effective Date, the Revolving Credit Agreement is the revolving credit agreement dated as of March 4, 2008 among, inter alia , Anadarko Petroleum Corporation, JPMorgan Chase Bank, as US Administrative Agent, and the lenders party thereto, as amended.

“ Voting Securities ” means securities of any class of Person entitling the holders thereof to vote in the election of members of the board of directors or other similar governing body of the Person, or in the case of a limited partnership, a majority of the general partner interests in such limited partnership.

Exhibit A to Term Loan Agreement Due 2013

Exhibit 10.2

AMENDMENT NO. 1 TO
OMNIBUS AGREEMENT

     This AMENDMENT NO. 1 TO OMNIBUS AGREEMENT (this “ Amendment ”), dated as of December 19, 2008 is by and among Western Gas Partners, LP, a Delaware limited partnership (the “ Partnership ”), Western Gas Holdings, LLC, a Delaware limited liability company (the “ General Partner ”), and Anadarko Petroleum Corporation, a Delaware corporation (“ Anadarko ” and, together with the Partnership and the General Partner, the “ Parties ” and each, a “ Party ”).

     WHEREAS, the Parties are party to that certain Omnibus Agreement (the “ Omnibus Agreement ”) that was entered into on, and effective as of, May 14, 2008 pursuant to which, among other things, subject to Section 3.1(c) of the Omnibus Agreement, the Partnership Group agreed to reimburse Anadarko for all cash expenses and expenditures that the Anadarko Entities incur or payments that they make on behalf of the Partnership Entities for certain general and administrative services provided to the Partnership Entities, which reimbursement is currently capped, pursuant to Section 3.1(c) of the Omnibus Agreement, at $6.0 million annually through December 31, 2009, subject to certain specified adjustments;

     WHEREAS, pursuant to the Contribution Agreement dated as of November 11, 2008 (the “ Contribution Agreement ”) by and among the Parties and certain other parties thereto, certain affiliates of Anadarko will contribute certain assets to the Partnership and its subsidiaries;

     WHEREAS, as a condition precedent to consummating the transactions contemplated by the Contribution Agreement, the Partnership and Anadarko must have mutually agreed on a revised G&A Expenses Limit (as defined in the Omnibus Agreement) to provide any appropriate increase in order to account for adjustments in the nature and extent of the general and administrative services to be provided under the Omnibus Agreement related to the increase in services required by the ownership and operation of the assets contributed to the Partnership and its subsidiaries pursuant to the Contribution Agreement;

     WHEREAS, the Parties have appropriately approved this Amendment; and

     WHEREAS, the Parties desire to amend the Omnibus Agreement in furtherance of the foregoing recitals.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

     1.  Defined Terms . Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Omnibus Agreement.

     2.  Amendment to the Omnibus Agreement . Section 3.1(c) of the Omnibus Agreement is hereby amended by deleting the first sentence thereof and replacing it in its entirety with the following:

          “Subject to the provisions of this Section 3.1(c), the amount for which Anadarko shall be entitled to reimbursement from the Partnership Entities pursuant to Section 3.1(b) for general and administrative expenses shall not exceed $6.0 million annually from the date of this Agreement through December 18, 2008, and $6.65 million annually from December 19, 2008 through December 31, 2009 (the “ G&A Expenses Limit ”).”

     3.  Confirmation . Except as expressly amended by this Amendment, the Omnibus Agreement is not modified hereby, is hereby ratified and confirmed, and shall remain in full force and effect.

     4.  Counterparts . This Amendment may be executed on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

     5.  Choice of Law; Submission to Jurisdiction . This Amendment shall be subject to and governed by the laws of the State of Texas. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Houston, Texas.

[ Signature Page to Follow ]

     IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered on the date first written above.

[Signature Page to Amendment No. 1 to Omnibus Agreement]

Exhibit 10.3

WESTERN GAS HOLDINGS, LLC

AMENDED AND RESTATED EQUITY INCENTIVE PLAN

SECTION 1. Purpose of the Plan and Amendment .

     WHEREAS, the Western Gas Holdings, LLC Equity Incentive Plan (the “Plan”) was adopted by Western Gas Holdings, LLC, a Delaware limited liability company (the “Company”) and the general partner of Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), effective as of April 2, 2008;

     WHEREAS, the Plan is intended to promote the interests of the Company and its indirect parent, Anadarko Petroleum Corporation (“Anadarko”), by providing incentive compensation to key executives of the Company or one of its Affiliates to encourage superior performance;

     WHEREAS, the Company desires to amend and restate the Plan prior to December 31, 2008 in order to comply with Internal Revenue Service regulations, notices and guidelines promulgated under Section 409A of the Internal Revenue Code of 1986, as amended; and

     WHEREAS, the incentive compensation granted to key executives pursuant to the Plan is intended to provide such executives with the notional equivalent of an ownership interest in the Company.

     NOW THEREFORE, the Plan is amended and restated in its entirety to read as follows:

SECTION 2. Definitions .

     As used in the Plan, the following terms shall have the meanings set forth below:

     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “Award” means a Unit Appreciation Right, a Unit Value Right and a DER granted under the Plan.

     “Award Agreement” means the written or electronic agreement by which an Award shall be evidenced.

     “Board” means the Board of Directors of the Company.

     “Change in Capitalization” means any increase in the aggregate capital contributions of the members of the Company, any change (including, without limitation, in the case of a dividend or other distribution in respect of member interests, a change in value) in the member interests or any exchange of member interests for a different number or kind of shares of ownership or other securities of the Company or another entity, by reason of a reclassification,

recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights, stock dividend, stock split or reverse stock split, property dividend, or combination or exchange of member interests, repurchase of member interests, change in corporate structure or otherwise. The following events shall be considered a Change in Capitalization for the purposes of this Plan, but shall not represent all scenarios for which a Change in Capitalization could be deemed to have occurred: (a) the issuance by the Company or any of its Affiliates of other ownership interests in the Company; (b) the sale, transfer or dividend/distribution of assets, member interests or other securities (including Partnership units) representing more than five percent (5%) of the value of the Company’s total assets as determined at the end of the most recently completed month, including but not limited to any sale or transfer by the Company of the Partnership’s general partner interest, the Partnership’s incentive distribution rights or any Class B units or common units received from the Partnership as a result of the Company’s election to exercise the incentive distribution rights reset option under the Partnership Agreement; and (c) an initial public offering by the Company (or its successor in interest, including in the event the Company has changed its structure to a corporation or partnership) which may not otherwise constitute a Change of Control of the Company.

     “Change of Control” shall mean the occurrence of either of the following after the effective date of the Plan with respect to either Anadarko or the Company:

      Change of Control of Anadarko:

     (a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of Anadarko (the “Outstanding Anadarko Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Anadarko entitled to vote generally in the election of directors (the “Outstanding Anadarko Voting Securities”); provided , however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control of Anadarko: (i) any acquisition directly from Anadarko, (ii) any acquisition by Anadarko, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Anadarko or any corporation controlled by Anadarko or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; or

     (b) individuals who, as of the effective date of the Plan, constitute the Anadarko Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Anadarko Board of Directors; provided , however , that any individual becoming a director subsequent to the effective date of the Plan whose election, or nomination for election by Anadarko’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Anadarko Board of Directors; or

     (c) consummation by Anadarko of a reorganization, merger or consolidation or sale

or other disposition of all or substantially all of the assets of Anadarko or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Anadarko Common Stock and Outstanding Anadarko Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Anadarko or all or substantially all of Anadarko’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Anadarko Common Stock and Outstanding Anadarko Voting Securities, as the case may be, (ii) no person (excluding any employee benefit plan (or related trust) of Anadarko or such corporation resulting from such Business Combination) beneficially own, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Anadarko Board of Directors, providing for such Business Combination; or

     (d) approval by the stockholders of Anadarko of a complete liquidation or dissolution of Anadarko.

     While an Award granted under this Plan is not expected or intended to constitute deferred compensation within the meaning of Section 409A, if an Award does constitute deferred compensation, the definition of “Change of Control” shall mean a change in the ownership or effective control of Anadarko, or in the ownership of a substantial portion of the assets of Anadarko as defined in Section 409A, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A, as determined by the Committee.

      Change of Control of the Company :

     (a) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Affiliate of the Company, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company;

     (b) the members of the Company approve, in one or a series of transactions, a plan of complete liquidation of the Company; or

     (c) the sale or other disposition by the Company of all or substantially all of its assets in one or more transactions to any Person other than an Affiliate of the Company.

     While an Award granted this Plan is not intended or expected to constitute deferred compensation within the meaning of Section 409A, if an Award does constitute deferred compensation, the definition of “Change of Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A, as determined by the Committee.

     “Committee” means the Board or a committee of the Board appointed to administer the Plan.

     “DCF Valuation” means the aggregate dollar value derived by applying a discounted cash flow methodology to all cash flows inuring to the Company’s benefit, including but not limited to the cash flow related to assets owned by the Company related to the Partnership (including but not limited to all incentive distribution rights (“IDRs”), general partner units, common units, subordinated units, and Class B units (if any)), calculated according to the following general description, but in any case subject to the sole discretion and determination of the Committee:

     (a) Cash available for distribution to all unitholders of the Partnership in the current (or most recent) quarter will be multiplied by 4.0 to arrive at an annualized distribution amount. Contractual IDR payments from the Partnership (with splits determined assuming the calculated annualized distribution above) will be calculated and applied to determine the relative general partner and limited partner dollar payout amounts from such annualized distribution; and

     (b) Expected annual distributions to all unitholders of the Partnership for each of the next four years will then be calculated by using the annualized growth rate in the distribution from the prior year, determined by comparing the annualized distribution calculated in clause (a) above to the actual distribution paid in the prior year; and

     (c) Expected IDR payments from the Partnership in each of the next four years (with splits determined by the amount of such future expected distributions) will be calculated and applied to determine the relative general partner and limited partner dollar payout amounts from such future expected distributions; and

     (d) A terminal value will be calculated as of the fourth year based on the expected cash payout to the general partner in year 4, multiplied by a number to be determined by the Committee at the time of calculation, and a discount rate to be determined by the Committee at the time of calculation; and

     (e) The present value of all of the cash flows determined in the above paragraphs will be determined, utilizing a discount rate to be determined by the Committee at the time of calculation.

     Any growth rate or discount rate used to determine the DCF Valuation shall comply with the reasonableness requirements of Treasury Regulation § 1.409A-1(b)(5).

     “DER” means a distribution equivalent right which, upon the occurrence of a DER Payment Event, entitles the Participant to receive an amount of cash equal to the Value of a DER

payable at the time specified in an Award Agreement.

     “DER Payment Event” shall have the meaning specified in an Award Agreement.

     “Determined Value” means, as of any relevant date, the then-current value of the Company as determined by the Committee; provided that, (a) prior to an initial public offering by the Company, such value shall equal (i) the DCF Valuation amount, plus (ii) any other value related to any other assets of the Company, which value has not otherwise been captured by the DCF Valuation methodology, less (iii) indebtedness of the Company, if any, and (b) on or after the closing of an initial public offering of the Company such value shall equal the aggregate equity value of the Company as determined using the market price of the Company’s equity securities.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Executive” means an executive officer of the Company or an Affiliate thereof.

     “Expiration Date” means the Expiration Date specified in an Award Agreement.

     “Fundamental Change” means: (a) the Company ceases to be the general partner of the Partnership or transfers all or any portion of its general partner interest or any units reflecting such interest; or (b) the Company ceases to hold the IDRs (or any Class B units or common units received from the Partnership in exchange for IDRs).

     “Grant Date” means the Grant Date specified in an Award Agreement.

     “Participant” means an Executive granted an Award under this Plan.

     “Person” means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

     “Payment Event” shall have the meaning specified in an Award Agreement

     “Permanent Value Impairment” shall occur if, in the Committee’s good faith determination, there has been a material adverse change (i) with respect to the Partnership’s long-term growth projections, (ii) resulting in a determination that an initial public offering by the Company is no longer expected to occur, or (iii) with respect to any other events expected to result in a continuing long-term reduction in the value of the Company. For the avoidance of doubt, adverse changes resulting from market conditions occurring from time to time, or short-term or temporary changes in the operating or financial results of the Partnership, will not constitute a Permanent Value Impairment.

     “Plan” has the meaning set forth in the first paragraph hereof and includes all provisions of any Award Agreement evidencing an Award issued to a Participant.

     “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.

     “SEC” means the Securities and Exchange Commission, or any successor thereto.

     “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder and applicable Internal Revenue Service notices and guidelines.

     “Unforeseeable Emergency” has the meaning set forth in Section 409A. The determination of an event as an Unforeseeable Emergency shall be made by the Committee, at its sole discretion; provided however, the Committee shall comply with the requirements of Section 409A in coming to such determination.

     “Unit Appreciation Right” means a notional unit granted under the Plan which, upon exercise by a Participant, entitles the Participant to receive an amount of cash equal to the Value of a Unit Appreciation Right, payable at the time specified in an Award Agreement.

     “Unit Appreciation Right Exercise Price” means the dollar value specified in an Award Agreement but in no event less than the fair value of the notional unit on the Grant Date.

     “Unit Appreciation Right Payment Event” shall have the meaning specified in an Award Agreement.

     “Unit Appreciation Right Vesting Event” shall have the meaning specified in an Award Agreement.

     “Unit Value Right” means a notional unit granted under the Plan which, upon the vesting of such Unit Value Right, entitles the Participant to receive an amount of cash equal to the Value of a Unit Value Right payable at the time specified in an Award Agreement.

     “Unit Value Right Payment Event” shall have the meaning specified in an Award Agreement.

     “Value of a DER” means a dollar amount equal to the amount derived by dividing (i) the value of the dividends or other distributions made by the Company to its member(s) from the Grant Date of such DER through the DER Payment Event (other than the value of any dividends or other distributions made by the Company that result in a Change of Capitalization or a Fundamental Change) by (ii) one million (1,000,000).

     “Value of a Unit Appreciation Right” means a dollar amount equal to the excess of (i) an amount calculated by dividing (a) the then-current Determined Value as of the Unit Appreciation Right Payment Event by (b) one million (1,000,000), over (ii) the Unit Appreciation Right Exercise Price.

     “Value of a Unit Value Right” means a dollar amount equal to the lesser of: (i) the dollar value specified in an Award Agreement; or (ii) if a Permanent Value Impairment has occurred, the dollar value calculated by dividing (a) the Determined Value as of the Unit Value Right Payment Event by (b) one million (1,000,000).

SECTION 3. Administration .

     The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the number of Unit Appreciation Rights, Unit Value Rights and DERs to be covered by Awards; (iii) determine the terms and conditions of any Award; (iv) interpret and administer the Plan and any instrument or agreement relating to a grant made under the Plan; (v) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Subject to Section 7 of the Plan, the Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or an Award Agreement in such manner and to such extent as the Committee deems necessary or appropriate. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award. The determinations of the Committee will be made in such a manner that will ensure that no Award granted under this Plan will constitute deferred compensation within the meaning of Section 409A. In the event an Award does constitute deferred compensation, the terms of this Plan shall operate or be construed to cause such Award to comply with Section 409A, but only to the extent necessary to comply with Section 409A, as determined by the Committee.

          SECTION 4. Unit Appreciation Rights, Unit Value Rights and DERs .

     (a)  Limits on Unit Appreciation Rights, Unit Value Rights and DERs Granted . Subject to adjustment as provided in Section 4(b), the number of Unit Appreciation Rights and Unit Value Rights and DERs that may be granted under the Plan is one hundred thousand (100,000) Unit Appreciation Rights, one hundred thousand (100,000) Unit Value Rights and one hundred thousand (100,000) DERs. However, if any Award is forfeited, cancelled or otherwise terminates or expires without payment, the Unit Appreciation Rights, the Unit Value Rights and the DERs that are the subject of such Award shall again be available for grants under other Awards.

     (b)  Adjustments .

          (i) In the event of a Change in Capitalization, the Committee shall, in such manner as it may deem equitable in preventing the valuation dilution or enlargement of the potential benefits intended to be provided with respect to all Awards granted under this Plan, adjust the number of Unit Appreciation Rights, Unit Value Rights and DERs (or other securities or property) with respect to which Awards are then outstanding and Awards that may be granted in the future. No adjustments may be made under this Section (absent the written consent of the

Participant) that would, in any respect, reduce the value of any Participant’s Award.

          (ii) In the event of a Fundamental Change, the Committee shall, in such manner as it may deem equitable to prevent the substantial dilution of benefits intended to be provided with respect to all Awards granted under this Plan, take all available action to preserve such benefits, including, to the extent possible, by replacing Awards under this Plan with similar awards at Affiliates of the Company that have succeeded the Company as a result of the Fundamental Change; provided, however, that any such action shall comply with Section 409A.

          (iii) Thirty (30) days prior to a Change of Capitalization or a Fundamental Change, the Company shall provide written notice by certified mail, return receipt requested (or the equivalent thereof) to each Participant that holds a vested Unit Appreciation Right of such Change of Capitalization or Fundamental Change.

SECTION 5. Eligibility .

     Any Executive who performs services for the benefit of the Company shall be eligible to be granted an Award under the Plan by the Committee.

SECTION 6. Awards .

     (a)  Grant of Unit Appreciation Rights, Unit Value Rights and DERs . The Committee shall have the authority to determine the Executives to whom Unit Appreciation Rights, Unit Value Rights and DERs shall be granted and the number of Unit Appreciation Rights, Unit Value Rights and DERs to be granted to each such Participant. Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any award granted under any other plan of the Company or any of its Affiliates. Any Award of Unit Appreciation Rights must be matched with a corresponding amount of Unit Value Rights and DERs.

     (b)  Restrictions . The Committee shall have the authority to determine the time period over which the Unit Appreciation Rights, Unit Value Rights and DERs shall be restricted and/or the conditions (including but not limited to any performance metrics), if any, under which the Unit Appreciation Rights, Unit Value Rights and DERs may become unrestricted or forfeited.

     (c)  Term of Awards . The term of each Award shall be for such period as may be determined by the Committee, up to a maximum period of ten years.

     (d)  Consideration for Grants . Awards may be granted for such consideration (including services) as the Committee determines.

     (e)  Vesting . A Participant’s rights to Unit Appreciation Rights, Unit Value Rights and DERs received pursuant to an Award shall vest in accordance with the terms of an Award Agreement. Unit Appreciation Rights, Unit Value Rights and DERs that have vested pursuant to the terms of an Award Agreement shall not be subject to forfeiture by the Participant, unless otherwise set forth in such Award Agreement.

     (f)  Payment of Awards . Award payments shall be made in the form of a lump sum cash payment to a Participant in an amount equal to the Value of a Unit Appreciation Right for

each Unit Appreciation Right, plus the Value of a Unit Value Right for each Unit Value Right, plus the Value of a DER for each DER, less applicable withholding taxes as provided in Section 8(c). Such payment(s) shall be made within the time period described in an Award Agreement.

     (g)  Forfeitures . Except as otherwise provided in the terms of an Award Agreement, all of a Participant’s Unit Appreciation Rights, Unit Value Rights and DERs that have not vested shall be forfeited upon the termination a Participant’s employment with Anadarko and its Affiliates. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Award(s).

SECTION 7. Amendment and Termination .

     Except to the extent prohibited by applicable law:

     (a)  Amendments to the Plan . Subject to Section 7(b) below, the Board or Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Unit Appreciation Rights, Unit Value Rights and DERs available for Awards under the Plan, without the consent of any Participant, other holder or beneficiary of an Award, or any other Person.

     (b)  Amendments to Awards . The Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change in any Award shall materially reduce the benefit to a Participant without the consent of such Participant.

     (c)  Actions Upon the Occurrence of Certain Events . Upon the occurrence of any change in applicable law or regulation affecting the Plan or Awards thereunder, or any change in accounting principles materially affecting the financial statements of the Company, the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, shall take any and all such action as necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be conferred under the Plan or an outstanding Award; provided, however, that such actions shall not reduce the benefits or potential benefits to be realized by a Participant without the express written consent of such Participant (unless such actions were specifically required by applicable law).

SECTION 8. General Provisions .

     (a)  Limits on Transfer of Awards . No Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or the laws of descent and distribution, other than a sale or disposition to the Company, Anadarko or any Affiliate.

     (b)  No Rights to Award . No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each Participant.

     (c)  Tax Withholding . The Company shall withhold from any payments made to an Executive pursuant to an Award any applicable taxes payable in respect of the grant of the Award, the lapse of restrictions thereon, or any payment made under the Award and shall take

such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.

     (d)  No Right to Employment . The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company, Anadarko or any Affiliate.

     (e)  Governing Law . The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Texas without regard to its conflict of laws principles.

     (f)  Severability . If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

     (g)  Other Laws . The Committee may refuse to pay any consideration under an Award if, in its sole discretion, it determines that the payment of such consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which any applicable Company securities are then traded, or entitle the Company or an Affiliate to recover the same under Section 16(b) of the Exchange Act, if applicable.

     (h)  No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.

     (i)  Headings . Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

     (j)  Facility Payment . Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of such person in any manner that the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

     (k)  Gender and Number . Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

     (l)  Compliance with Section 409A . Nothing in the Plan or any Award Agreement shall operate or be construed to cause an Award granted under this Plan to constitute deferred compensation within the meaning of Section 409A. In the event an Award does constitute deferred compensation, the applicable provisions of Section 409A are hereby incorporated by

reference and shall control over any Plan or Award Agreement provision in conflict therewith.

SECTION 9. Term of the Plan .

     The Plan shall be effective on the date of its approval by the Board and shall continue until the earlier of (a) the date terminated by the Board or Committee or (b) all Unit Appreciation Rights, Unit Value Rights and DERs available under the Plan have been paid to Participants. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, however, any Award granted prior to such termination, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.

[ signature page follows ]

     IN WITNESS WHEREOF, the Company has caused the Plan to be executed on December 19, 2008, to be effective as of April 2, 2008.

		WESTERN GAS HOLDINGS, LLC
		By:		/s/ Robert G. Gwin
		Name:		Robert G. Gwin
		Title:		President and Chief Executive Officer

Exhibit 10.4

Western Gas Holdings, LLC
Equity Incentive Plan
Amended and Restated Award Agreement
Grant of Unit Appreciation Rights, Unit Value Rights and DERs

Participant :
Grant Date :		April 2, 2008

     WHEREAS, an Award was granted to you on April 2, 2008 pursuant to the Western Gas Holdings, LLC Equity Incentive Plan (the “Plan”), adopted by Western Gas Holdings, LLC, a Delaware limited liability company (the “Company”) and the general partner of Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), effective as of April 2, 2008 and as reflected in the Award Agreement of the same date; and

     WHEREAS, the terms of the Plan are hereby incorporated by reference, noting that in the event of any conflict between the terms of this Award Agreement and the Plan, the Plan shall control, and further that capitalized terms used in this Award Agreement but not defined herein are defined in the Plan, unless the context requires otherwise; and

WHEREAS, the Company has amended and restated the Plan and must make accompanying changes to your Award Agreement in order to comply with Internal Revenue Service regulations, notices and guidelines promulgated under Section 409A of the Internal Revenue Code of 1986, as amended.

     NOW THEREFORE, the Award Agreement is amended and restated, dated December 19, 2008 and effective as of April 2, 2008, to read as follows:

1.

Award Grant .

	(a)		Unit Appreciation Rights . The Company hereby grants to you ___Unit Appreciation Rights in the Company under the Plan on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Award Agreement.
	(b)		Unit Value Rights . The Company hereby grants to you ___Unit Value Rights in the Company under the Plan on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Award Agreement.
	(c)		DERs . The Company hereby grants to you ___DERs in the Company under the Plan on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Award Agreement.
	(d)		Unit Appreciation Right Exercise Price . The Unit Appreciation Right Exercise Price on the Grant Date under this Award Agreement is $50.00.
	(e)		Valuation of Unit Value Rights . The Value of a Unit Value Right on the Grant Date

			under this Award Agreement is $50.00.
	(f)		Expiration Date . The Expiration Date of the Unit Appreciation Rights and the DERs granted to you is the 10th anniversary of the Grant Date; provided, however, that if you voluntarily terminate your employment with the Company after the Unit Appreciation Rights have vested, the Expiration Date of the Unit Appreciation Rights will be the earlier to occur of (i) the 90 th day after your voluntary termination and (ii) the 10 th anniversary of the Grant Date.

2.

Vesting, Notice and Forfeiture .

(a)

Vesting .

(i) The Unit Appreciation Rights granted to you shall vest: (x) in one-third increments over a three-year period commencing on the first anniversary of the Grant Date, such that all such Unit Appreciation Rights shall have vested as of the third anniversary of the Grant Date; or (y) immediately upon any of the following events, if they occur earlier: (A) a Change of Control, (B) the closing of an initial public offering of the Company, (C) the involuntary termination of your employment with the Company and its Affiliates (with or without cause), (D) your death, (E) your disability, as defined under Section 409A or (F) an Unforeseeable Emergency. You may exercise the portion of your Unit Appreciation Rights that have vested in accordance with Section 3 hereof. The vesting of any Unit Appreciation Rights shall constitute a “Unit Appreciation Right Vesting Event.”

(ii) The Unit Value Rights granted to you shall vest: (x) in one-third increments over a three-year period commencing on the first anniversary of the Grant Date, such that all such Unit Value Rights shall have vested as of the third anniversary of the Grant Date; or (y) immediately upon any of the following events, if they occur earlier: (A) a Change of Control, (B) your termination of employment with the Company and its Affiliates due to involuntary termination (with or without cause), (C) your death, (D) your disability, as defined under Section 409A, (E) the closing of an initial public offering of the Company or (F) an Unforeseeable Emergency. The vesting of Unit Value Rights shall constitute a “Unit Value Right Payment Event.”

(iii) The DERs granted to you shall vest upon (A) a Change of Control, (B) your termination of employment with the Company and its Affiliates due to involuntary termination (with or without cause), (C) your death, (D) your disability, as defined under Section 409A, (E) the closing of an initial public offering of the Company, (F) the date three days in advance of the Expiration Date, or (G) an Unforeseeable Emergency. The vesting of DERs shall constitute a “DER Payment Event.”

(b)

Notice for Unit Appreciation Rights . Thirty (30) days prior to a Change in Capitalization or a Fundamental Change, the Company shall provide written notice by certified mail, return receipt requested (or the equivalent thereof, unless a written waiver

			is obtained certifying that such notice delivery requirement has been met) to each Participant that holds a vested Unit Appreciation Right of such Change in Capitalization or Fundamental Change.
	(c)		Forfeiture upon Termination of Employment . If your employment with the Company and its Affiliates terminates for any reason prior to the vesting of a Unit Value Right, Unit Appreciation Right or DER, such Unit Value Right, Unit Appreciation Right or DER shall be forfeited automatically upon such termination, without payment, unless otherwise determined by the Committee pursuant to the Plan.

3.

Payment Events .

	(a)		Award payments for Unit Appreciation Rights are eligible to be received at any time following a Unit Appreciation Right Vesting Event and upon the exercise by a Participant of any such vested Unit Appreciation Rights prior to the Expiration Date. You may exercise a Vested Appreciation Right by sending a written request for such exercise to the General Counsel and Corporate Secretary via certified mail or its equivalent (unless a written waiver is obtained certifying that such notice delivery requirement has been met). Receipt of such written request by the General Counsel and Corporate Secretary shall constitute a Unit Appreciation Right Payment Event. Failure to exercise any Unit Appreciation Right prior to the Expiration Date results in the forfeiture of such Unit Appreciation Right.
	(b)		Award payments for vested Unit Value Rights as described in paragraph 2 of this Award Agreement are eligible to be received upon the occurrence of a Unit Value Right Payment Event.
	(c)		Award payments for vested DERs as described in paragraph 2 of this Award Agreement are eligible to be received upon the occurrence, prior to the Expiration Date (as defined above), of a DER Payment Event.

4.

Payment of Awards .

	(a)		As soon as administratively practicable after a Unit Appreciation Right Payment Event, and in any event not later than thirty (30) days after such Unit Appreciation Right Payment Event, you shall receive, in exchange for and in complete satisfaction of your vested Unit Appreciation Rights, from the Company a lump-sum cash payment equal to the Value of a Unit Appreciation Right for each Unit Appreciation Right that is exercised.
	(b)		As soon as administratively practicable after the Unit Value Right Payment Event, and in any event not later than thirty (30) days after such Unit Value Right Payment Event, you shall receive, in exchange for and in complete satisfaction of your vested Unit Value Rights, from the Company a lump-sum cash payment equal to the Value of a Unit Value Right for each Unit Value Right subject to a Unit Value Right Payment Event.

(c)

As soon as administratively practicable after the DER Payment Event, and in any event not later than thirty (30) days after such DER Payment Event, you shall receive, in exchange for and in complete satisfaction of your vested DERs, from the Company a lump-sum cash payment equal to the Value of a DER for each Unit Value Right subject to a DER Payment Event.

5.		Restatements . If the Company is required to file a material accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and if a Participant knowingly engaged in the misconduct, was grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Committee may determine that a Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.
6.		Limitations upon Transfer . All rights under this Award Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Award Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
7.		Withholding of Taxes . To the extent that an Award payment pursuant to a Unit Appreciation Right, Unit Value Right or DER results in the receipt of compensation by you with respect to which the Company or an Affiliate has a tax withholding obligation pursuant to applicable law, the Company or such Affiliate shall withhold such amount of tax from the Award payment, and take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of applicable taxes.
8.		Section 409A . As described in the Plan, an Award payable under this Plan is not intended to constitute deferred compensation within the meaning of Section 409A. In the event an Award does constitute deferred compensation, the terms of this Award Agreement shall be executed in compliance with the applicable provisions of Section 409A. In no event shall any payment due under Section 4 hereof be made later than the 15 th day of the third month following the year in which a right to payment with respect to the relevant Award arises under Section 4 hereof. Notwithstanding the provisions in the previous sentence, the failure to make a payment by the time specified therefor under Section 4 hereof shall constitute a breach by the Company of such payment obligation. To the extent any of the terms of this Award Agreement conflict therewith, the Company has the unilateral right to amend the terms of this Award Agreement as it deems necessary to comply with the provisions of Section 409A.

9.		Binding Effect . This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company, its member(s), and its Affiliates and upon the Participant or any beneficiaries of the Participant.
10.		Entire Agreement . This Award Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.
11.		Modifications . Except as provided below, any modification of this Award Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.
12.		Governing Law . This Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.

PARTICIPANT
Name:
WESTERN GAS HOLDINGS, LLC
By:
Name: Robert G. Gwin
Title: President and Chief Executive Officer