<PAGE>
                                                                    EXHIBIT 10.2

                               APACHE CORPORATION


                         MONEY PURCHASE RETIREMENT PLAN



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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I ARTICLE I...............................................................................................1
         1.1      Account.........................................................................................1
         1.2      Account Owner...................................................................................1
         1.3      Affiliated Entity...............................................................................1
         1.4      Alternate Payee.................................................................................2
         1.5      Annual Addition.................................................................................2
         1.6      Code............................................................................................2
         1.7      Committee.......................................................................................2
         1.8      Company.........................................................................................2
         1.9      Company Contributions...........................................................................2
         1.10     Company Mandatory Contributions.................................................................2
         1.11     Compensation....................................................................................2
         1.12     Covered Employee................................................................................4
         1.13     Determination Date..............................................................................4
         1.14     Disability......................................................................................4
         1.15     Domestic Relations Order........................................................................4
         1.16     Employee........................................................................................4
         1.17     Employment Commencement Date....................................................................5
         1.18     ERISA...........................................................................................5
         1.19     Five Percent Owner:.............................................................................5
         1.20     Highly Compensation Employee....................................................................5
         1.21     Hour of Service.................................................................................5
         1.22     Key Employee....................................................................................6
         1.23     Lapse in Apache Employment......................................................................6
         1.24     Limitation Year.................................................................................6
         1.25     Non-Highly Compensated Employee.................................................................6
         1.26     Non-Key Employee................................................................................6
         1.27     Normal Retirement Age...........................................................................6
         1.28     Participant.....................................................................................6
         1.29     Period of Service...............................................................................6
         1.30     Plan Year.......................................................................................7
         1.31     Qualified Domestic Relations Order ('QDRO').....................................................7
         1.32     Qualified Joint and Survivor Annuity ('QJSA'):..................................................7
         1.33     Qualified Pre-Retirement Survivor Annuity ('QPSA')..............................................7
         1.34     Reemployment Commencement Date..................................................................7
         1.35     Required Beginning Date.........................................................................7
         1.36     Rollover Contribution...........................................................................8
         1.37     Spouse..........................................................................................8
         1.38     Termination from Service Date...................................................................8
         1.39     Valuation Date..................................................................................9
         1.40     Year of Service.................................................................................9
ARTICLE II........................................................................................................9
         2.1      Participation...................................................................................9
         2.2      Reemployment....................................................................................9
         2.3      Enrollment Procedure............................................................................9
ARTICLE III.......................................................................................................9
         3.1      Company Contributions...........................................................................9
         3.2      Participant Contributions......................................................................11
         3.3      Return of Contributions........................................................................11
         3.4      Limitation on Annual Additions.................................................................12
</Table>



                                        i
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<Table>
<S>                                                                                                            <C>
ARTICLE IV.......................................................................................................13
         4.1      Participants' Accounts.........................................................................13
         4.2      Valuation of Trust Fund........................................................................13
         4.3      Allocation of Increase or Decrease in Net Worth................................................13
ARTICLE V........................................................................................................14
         5.1      Vesting Schedule...............................................................................14
         5.2      Forfeitures....................................................................................14
         5.3      Restoration of Forfeitures.....................................................................15
         5.4      Method of Forfeiture Restoration...............................................................15
         5.5      Allocation of Forfeitures......................................................................15
         5.6      Credits for Pre-Lapse Service..................................................................15
         5.7      Transfers - Portability........................................................................16
         5.8      Reemployment - Separate Account................................................................16
ARTICLE VI.......................................................................................................16
         6.1      Beneficiaries..................................................................................16
         6.2      Distributable Amount...........................................................................17
         6.3      Manner of Distribution.........................................................................17
         6.4      Time of Distribution...........................................................................19
         6.5      Direct Rollover Election.......................................................................20
ARTICLE VII......................................................................................................21
         7.1      No Joint Fiduciary Responsibilities............................................................21
         7.2      The Company....................................................................................21
         7.3      The Trustee....................................................................................21
         7.4      The Committee - Plan Administrator.............................................................21
         7.5      Committee to Construe Plan.....................................................................22
         7.6      Organization of Committee......................................................................22
         7.7      Interested Committee Members...................................................................22
         7.8      Agent for Process..............................................................................22
         7.9      Indemnification of Committee Members...........................................................22
         7.10     Conclusiveness of Action.......................................................................22
         7.11     Payment of Expenses............................................................................22
ARTICLE VIII.....................................................................................................23
         8.1      Trust Agreement................................................................................23
         8.2      Expenses of Trust..............................................................................23
         8.3      Investments....................................................................................23
ARTICLE IX.......................................................................................................24
         9.1      Termination of Plan or Discontinuance of Contributions.........................................24
         9.2      Allocations upon Termination...................................................................24
         9.3      Procedure Upon Termination of Plan.............................................................24
         9.4      Amendment by Apache............................................................................24
ARTICLE X........................................................................................................25
         10.1     Adoption of Plan...............................................................................25
         10.2     Agent of Affiliated Entity.....................................................................25
         10.3     Disaffiliation and Withdrawal from Plan........................................................25
         10.4     Effect of Disaffiliation or Withdrawal.........................................................25
         10.5     Distribution Upon Disaffiliation or Withdrawal.................................................26
ARTICLE XI.......................................................................................................26
         11.1     Application of Top-Heavy Provisions............................................................26
         11.2     Determination of Top-Heavy Status..............................................................26
         11.3     Special Vesting Rule...........................................................................27
         11.4     Special Minimum Contribution...................................................................27
         11.5     Change in Top-Heavy Status.....................................................................27
ARTICLE XII......................................................................................................27
         12.1     RIGHT TO DISMISS EMPLOYEES - NO EMPLOYMENT CONTRACT............................................27
         12.2     Claims Procedure...............................................................................27
         12.3     Source of Benefits.............................................................................28
</Table>



                                       ii
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<Table>
<S>                                                                                                            <C>
         12.4     Exclusive Benefit of Employees.................................................................28
         12.5     Forms of Notices...............................................................................28
         12.6     Failure of Any Other Entity to Qualify.........................................................28
         12.7     Notice of Adoption of the Plan.................................................................29
         12.8     Plan Merger....................................................................................29
         12.9     Inalienability of Benefits - Domestic Relations Orders.........................................29
         12.10    Payments Due Minors or Incapacitated Individuals...............................................31
         12.11    Uniformity of Application......................................................................32
         12.12    Disposition of Unclaimed Payments..............................................................32
         12.13    Applicable Law.................................................................................32
ARTICLE XIII.....................................................................................................32
         13.1     General........................................................................................32
         13.2     While a Serviceman.............................................................................33
         13.3     Failure to Return..............................................................................33
         13.4     Return From Uniformed Service..................................................................34
</Table>

       Appendix A -- Participating Companies
       Appendix B -- DEKALB Energy Company / Apache Canada Ltd.
       Appendix C - Corporate Transactions



                                       iii
<PAGE>
                               APACHE CORPORATION
                         MONEY PURCHASE RETIREMENT PLAN

                                    PREAMBLE

Apache Corporation, a Delaware corporation ("Apache"), maintains this money
purchase pension plan (the "Plan"), which is intended to be qualified under Code
section 401(a).

The Plan is hereby amended and restated as set forth below, effective August 1,
2002, except for those provisions that have their own specific effective dates.
This restatement reflects the terms of the Plan that were the subject of the
July 22, 2002 favorable determination letter from the Internal Revenue Service,
except that obsolete provisions have been eliminated.

Any Participant (as defined herein) in the Plan who is credited with at least
one Hour of Service (as defined herein) after July 31, 2002 shall be subject to
the provisions of this Plan as so amended and restated. Service shall be
credited according to the terms of the Plan that are in effect at the time the
service is rendered. Any Participant in the Plan who is not credited with an
Hour of Service after August 1, 2002 shall continue to be governed by the
provisions of the Plan as in effect immediately prior to August 1, 2002.
However, any Account Owner (as defined herein) on or after August 1, 2002 shall
be subject to the rules of this amended and restated Plan with regard to his
status as an Account Owner and with regard to the rules regarding Account
ownership (such as receiving investment earnings, giving investment directions,
and receiving distributions).

Each Appendix to this Plan is a part of the Plan document. It is intended that
an Appendix will be used to (1) describe which business entities are actively
participating in the Plan, (2) describe any special participation, eligibility,
vesting, or other provisions that apply to the employees of a business entity,
(3) describe any special provisions that apply to Participants affected by a
designated corporation transaction, and (4) describe any special distribution
rules that apply to directly transferred benefits from other plans.

ARTICLE I

DEFINITIONS

The following words and phrases shall have the meaning set forth below:

1.1    Account. "Account" means the account established pursuant to section 4.1.

1.2    Account Owner. "Account Owner" means a Participant who has an Account
       balance, an Alternate Payee who has an Account balance, or a beneficiary
       who has obtained an interest in the Account of the previous Account Owner
       because of the previous Account Owner's death.

1.3    Affiliated Entity. "Affiliated Entity" means:

       (a)    For all purposes of the Plan except those listed in subsection
              (b), the term "Affiliated Entity" means any legal entity that is
              treated as a single employer with Apache pursuant to Code section
              414(b), 414(c), 414(m), or 414(o).

       (b)    For purposes of determining Annual Additions under section 1.5,
              limiting Annual Additions to a Participant's Account under section
              3.4, and construing the defined terms as they are used in sections
              1.5 and 3.4 (such as " Compensation" and "Employee"), the term
              "Affiliated Entity" means any legal entity that is treated as a
              single employer with Apache pursuant to Code section 414(m) or
              414(o), and any legal entity that would be an Affiliated Entity
              pursuant to Code section 414(b) or 414(c) if the phrase "more than
              50%" were substituted for the phrase "at least 80%" each place it
              occurs in Code section 1563(a)(1).



                                       1
<PAGE>

1.4    Alternate Payee. "Alternate Payee" means a Participant's Spouse, former
       spouse, child, or other dependent who is recognized by a QDRO as having a
       right to receive all, or a portion of, the benefits payable under this
       Plan with respect to such Participant.

1.5    Annual Addition. "Annual Addition" means the allocations to a
       Participant's Account for any Limitation Year, as described in detail
       below.

       (a)    Annual Additions shall include: (i) Company Contributions (except
              as provided in paragraphs (b)(iii) and (b)(v)) to this Plan and
              Company contributions to any other defined contribution plan
              maintained by the Company or any Affiliated Entity, (ii) after-tax
              contributions to any other defined contribution plan maintained by
              the Company or an Affiliated Entity; (iii) elective deferrals by
              the Participant, pursuant to Code section 401(k), to any other
              defined contribution plan maintained by the Company or an
              Affiliated Entity; (iv) forfeitures allocated to a Participant's
              Account in this Plan and any other defined contribution plan
              maintained by the Company or any Affiliated Entity (except as
              provided in paragraphs (b)(iii) and (b)(v) below); (v) all amounts
              paid or accrued to a welfare benefit fund as defined in Code
              section 419(e) and allocated to the separate account (under the
              welfare benefit fund) of a Key Employee to provide post-retirement
              medical benefits; and (vi) contributions allocated on the
              Participant's behalf to any individual medical account as defined
              in Code section 415(l)(2).

       (b)    Annual Additions shall not include: (i) Rollover Contributions to
              any defined contribution plan maintained by the Company or an
              Affiliated Entity; (ii) repayments of loans made to a Participant
              from a qualified plan maintained by the Company or any Affiliated
              Entity; (iii) repayments of forfeitures for rehired Participants,
              as described in Code sections 411(a)(7)(B) and 411(a)(3)(D); (iv)
              direct transfers of funds from one qualified plan to any qualified
              plan maintained by the Company or any Affiliated Entity; (v)
              repayments of forfeitures of missing individuals pursuant to
              section 12.12; or (vi) salary deferrals within the meaning of Code
              sections 414(u)(2)(C) or 414(v)(6)(B).

1.6    Code. "Code" means the Internal Revenue Code of 1986, as amended from
       time to time, and the regulations and rulings in effect thereunder from
       time to time.

1.7    Committee. "Committee" means the administrative committee provided for in
       section 7.4.

1.8    Company. "Company" means Apache, any successor thereto, and any
       Affiliated Entity that adopts the Plan pursuant to Article X. Each
       Company is listed in Appendix A.

1.9    Company Contributions. "Company Contributions" means all contributions to
       the Plan made by the Company pursuant to section 3.1 for the Plan Year.

1.10   Company Mandatory Contributions. "Company Mandatory Contributions" means
       all contributions to the Plan made by the Company pursuant to subsection
       3.1(a) for the Plan Year.

1.11   Compensation. "Compensation" means:

       (a)    Code Section 415 Compensation. For purposes of determining the
              limitation on Annual Additions under section 3.4 and the minimum
              contribution under section 11.4 when the Plan is top-heavy,
              Compensation shall mean those amounts reported as "wages, tips,
              other compensation" on Form W-2 by the Company or an Affiliated
              Entity and elective contributions that are not includable in the
              Employee's income pursuant to Code sections 125, 132(f)(4),
              402(e)(3), 402(h), 403(b), 408(p), 414(u)(2)(C), 414(v)(6)(B), or
              457. For purposes of section 3.4, Compensation shall be measured
              over a Limitation Year. For purposes of section 11.4, Compensation
              shall be measured over a Plan Year.

       (b)    Code Section 414(q) Compensation. For purposes of identifying
              Highly Compensated Employees and Key Employees, Compensation shall
              mean those amounts reported as "wages, tips, other compensation"
              on Form W-2 by the Company or an Affiliated Entity, and elective
              contributions that are not includable in the Employee's income
              pursuant to Code sections 125, 132(f)(4), 402(e)(3), 402(h),
              403(b), 408(p),



                                       2
<PAGE>

              414(u)(2)(C), 414(v)(6)(B), or 457. Compensation shall be measured
              over a Plan Year. Compensation shall include only amounts paid to
              the Employee, and shall not include any additional amounts accrued
              by the Employee.

       (c)    Benefit Compensation. For purposes of determining and allocating
              Company Mandatory Contributions under paragraphs 3.1(a)(i) and
              3.1(a)(ii), Compensation shall generally mean regular compensation
              paid by the Company.

              (i)    Specifically, Compensation shall include:

                     (A)    Regular salary or wages,

                     (B)    Overtime pay,

                     (C)    The regular annual bonus (unless all or a portion is
                            excluded by the Committee before the regular annual
                            bonus is paid) and any other bonus designated by the
                            Committee,

                     (D)    Salary reductions pursuant to the Apache Corporation
                            401(k) Savings Plan,

                     (E)    Salary reductions that are excludable from an
                            Employee's gross income pursuant to Code section 125
                            or 132(f)(4), and

                     (F)    Amounts contributed as salary deferrals to the
                            Company's Nonqualified Retirement/Savings Plan.

              (ii)   Compensation shall exclude:

                     (A)    Commissions,

                     (B)    Severance pay,

                     (C)    Moving expenses,

                     (D)    Any gross-up of moving expenses to account for
                            increased income or employment taxes,

                     (E)    Foreign service premiums paid as an inducement to
                            work outside of the United States,

                     (F)    Credits or benefits under this Plan and credits or
                            benefits under the Apache Corporation 401(k) Savings
                            Plan (except as provided in subparagraph (i)(D)),

                     (G)    Other contingent compensation,

                     (H)    Any amount relating to the granting of a stock
                            option by the Company or an Affiliated Entity, the
                            exercise of such a stock option, or the sale or
                            deemed sale of any shares thereby acquired,

                     (I)    Contributions to any other fringe benefit plan
                            (including, but not limited to, overriding royalty
                            payments or any other exploration-related payments),

                     (J)    Any bonus other than (1) a regular annual bonus not
                            otherwise excluded by the Committee and (2) a bonus
                            specifically included as Compensation by the
                            Committee, in each case pursuant to subparagraph
                            1.11(c)(i)(C), and

                     (K)    Except as provided under subparagraph (i)(F), any
                            benefit accrued under, or any payment from, any
                            nonqualified plan of deferred compensation.



                                       3
<PAGE>

              (iii)  Compensation shall be measured over that portion of a Plan
                     Year while the Employee is a Covered Employee. Compensation
                     shall include only amounts paid to the Employee during the
                     Plan Year, and shall not include any amounts accrued by but
                     not paid to the Employee during the Plan Year.

       (d)    Limit on Compensation. For purposes of calculating the minimum
              contribution required in top-heavy years under subsection (a) and
              for all purposes of subsection (c), the Compensation taken into
              account for the Plan Year shall not exceed the dollar limit
              specified in Code section 401(a)(17) in effect for the Plan Year.

1.12   Covered Employee. "Covered Employee" means any Employee of the Company,
       with the following exceptions.

       (a)    Any individual directly employed by an entity other than the
              Company shall not be a Covered Employee, even if such individual
              is considered a common-law employee of the Company or is treated
              as an employee of the Company pursuant to Code section 414(n).

       (b)    An Employee shall not be a Covered Employee unless he or she is
              either based in the U.S. or on the U.S. payroll.

       (c)    An Employee included in a unit of Employees covered by a
              collective bargaining agreement shall not be a Covered Employee
              unless the collective bargaining agreement specifically provides
              for such Employee's participation in the Plan.

       (d)    An Employee whose job is classified as "temporary" shall be a
              Covered Employee only after he or she has worked for the Company
              and Affiliated Entities for six consecutive months.

       (e)    An Employee shall not be a Covered Employee while he or she is
              classified as an "intern," a "consultant," or an "independent
              contractor." An Employee may be classified as an "intern" only if
              he or she is currently enrolled (or the Company expects him or her
              to be enrolled within the next 12 months) in a high school,
              college, or university. An Employee may be classified as an intern
              even if he or she does not receive academic course credit from his
              or her school for this employment with the Company.

       (f)    An individual who is employed pursuant to a written agreement with
              an agency or other third party for a specific job assignment or
              project shall not be a Covered Employee.

1.13   Determination Date. "Determination Date" means, with respect to each Plan
       Year, the last day of the preceding Plan Year; provided however, that in
       the case of the first Plan Year of the Plan, the Determination Date shall
       be the last day of the first Plan Year.

1.14   Disability. "Disability" means a disability due to sickness or injury,
       which renders an Employee incapable of performing any services for the
       Company or an Affiliated Entity for which the Employee is qualified by
       education, training, or experience. Evidence of disability satisfactory
       to Apache shall be required.

1.15   Domestic Relations Order. "Domestic Relations Order" means any judgment,
       decree, or order (including approval of a property settlement agreement)
       issued by a court of competent jurisdiction that relates to the
       provisions of child support, alimony, or maintenance payments, or marital
       property rights to a Spouse, former spouse, child, or other dependent of
       the Participant and is made pursuant to a state domestic relations law
       (including a community property law).

1.16   Employee. "Employee" means each individual who performs services for the
       Company or an Affiliated Entity and whose wages are subject to
       withholding by the Company or an Affiliated Entity. The term "Employee"
       shall include only individuals currently performing services for the
       Company or an Affiliated Entity, and shall exclude former Employees who
       are still being paid by the Company or an Affiliated Entity (whether
       through the payroll system, through overriding royalty payments, through
       exploration-related



                                       4
<PAGE>

       payments, or otherwise). The term "Employee" shall also include any
       individual who provides services to the Company or an Affiliated Entity
       pursuant to an agreement between the Company or an Affiliated Entity and
       a third party that employs the individual, but only if the individual has
       performed such services for the Company or an Affiliated Entity on a
       substantially full-time basis for at least one year and only if the
       services are performed under the primary direction or control by the
       Company or an Affiliated Entity; provided, however, that if the
       individuals included as Employees pursuant to the first part of this
       sentence constitute 20% or less of the Non-Highly Compensated Employees
       of the Company and Affiliated Entities, then any such individuals who are
       covered by a qualified plan that is a money purchase pension plan that
       provides a nonintegrated employer contribution rate for each participant
       of at least 10% of compensation, that provides for full and immediate
       vesting, and that provides immediate participation for each employee of
       the third party (other than those who perform substantially all of their
       services for the third party and other than those whose compensation from
       the third party during each of the four preceding plan years was less
       than $1000) shall not be considered an Employee.

1.17   Employment Commencement Date. "Employment Commencement Date" means the
       date on which an Employee first performs an Hour of Service.

1.18   ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974,
       as amended, and the regulations and rulings in effect thereunder from
       time to time.

1.19   Five-Percent Owner. "Five Percent Owner" means:

       (a)    With respect to a corporation, any individual who owns (either
              directly or indirectly according to the rules of Code section 318)
              more than 5% of the value of the outstanding stock of the
              corporation or stock processing more than 5% of the total combined
              voting power of all stock of the corporation.

       (b)    With respect to a non-corporate entity, any individual who owns
              (either directly or indirectly according to rules similar to those
              of Code section 318) more than 5% of the capital or profits
              interest in the entity.

       (c)    An individual shall be a Five-Percent Owner for a particular year
              if such individual is a Five-Percent Owner at any time during such
              year.

1.20   Highly Compensated Employee. "Highly Compensation Employee" means, for
       each Plan Year, an Employee who (a) was in the "top-paid group" during
       the immediately preceding Plan Year and had Compensation of $80,000 (as
       adjusted by the Secretary of the Treasury) or more during the immediately
       preceding Plan Year, or (b) is a Five-Percent Owner during the current
       Plan Year, or (c) was a Five-Percent Owner during the immediately
       preceding Plan Year. The term "top-paid group" means the top 20% of
       Employees when ranked on the basis of Compensation paid during the year.
       In determining the number of Employees in the top-paid group, the
       Committee may elect to exclude Employees with less than six (or some
       smaller number of) months of service at the end of the year, Employees
       who normally work less than 17 1/2 (or some fewer number of) hours per
       week, Employees who normally work less than six (or some fewer number of)
       months during any year, Employees younger than 21 (or some younger age)
       on the last day of the year, and Employees who are nonresident aliens who
       receive no earned income (within the meaning of Code section 911(d)(2))
       from Apache or an Affiliated Entity that constitutes income from sources
       within the United States, within the meaning of Code section 861(a)(3).
       Furthermore, an Employee who is a nonresident alien who receives no
       earned income (within the meaning of Code section 911(d)(2)) from Apache
       or an Affiliated Entity that constitutes income from sources within the
       United States (within the meaning of Code section 861(a)(3)) during the
       year shall not be in the top-paid group for that year.

1.21   Hour of Service. "Hour of Service" means each hour for which an Employee
       is paid or entitled to payment by the Company or an Affiliated Entity for
       the performance of duties for the Company or an Affiliated Entity during
       the applicable computation period. Hours of Service shall be credited to
       the Employee for the computation period or periods in which the duties
       are performed, regardless of when the Employee is paid for those duties.



                                       5
<PAGE>

1.22   Key Employee. "Key Employee" means an individual described in Code
       section 416(i)(1) and the regulations promulgated thereunder.

1.23   Lapse in Apache Employment. "Lapse in Apache Employment" means the period
       commencing on the Termination from Service Date and ending on the
       Reemployment Commencement Date. A Participant shall incur a one-year
       Lapse in Apache Employment if the Participant does not perform an Hour of
       Service in the 12-month period beginning on any anniversary of his or her
       Termination from Service Date.

1.24   Limitation Year. "Limitation Year" means the calendar year.

1.25   Non-Highly Compensated Employee. "Non-Highly Compensated Employee" means
       an Employee who is not a Highly Compensated Employee.

1.26   Non-Key Employee. "Non-Key Employee" means an Employee who is not a Key
       Employee.

1.27   Normal Retirement Age. "Normal Retirement Age" means age 65.

1.28   Participant. "Participant" means any individual with an Account balance
       under the Plan except beneficiaries and Alternate Payees. The term
       "Participant" shall also include any individual who has accrued a benefit
       pursuant to subsection 3.1(a), but who does not yet have an Account
       balance.

1.29   Period of Service. "Period of Service" means the following.

       (a)    General Rule. A period commencing on an Employee's Employment
              Commencement Date or Reemployment Commencement Date, whichever is
              applicable, and ending on his or her Termination from Service
              Date. A Period of Service shall also include the period between an
              Employee's Termination from Service Date and his or her
              Reemployment Commencement Date if the Employee does not incur a
              one-year Lapse in Apache Employment between such dates; however,
              the period between the first and second anniversaries of an
              Employee's absence from work because of parental leave (as
              explained in paragraph 1.37(b)(i)) shall not be included in the
              Employee's Period of Service. Periods of Service shall not include
              any period following a Participant's Termination from Service Date
              solely because of a severance payment of payments made to an
              individual with respect to his or her termination of employment.

       (b)    Service Before January 1, 1997. A Period of Service shall include
              the Employee's service with Apache and its Affiliated Entities
              before January 1, 1997.

       (c)    Service with Acquired Businesses. A Period of Service shall also
              include the Employee's service with the following companies. For
              purposes of this subsection, a company's "controlled group" means
              the company and any business treated as a single employer with
              such company pursuant to Code sections 414(b), 414(c), 414(m), or
              414(o).

              (i)    Amoco Production Company's controlled group, for an
                     Employee who was employed by the Amoco Production Company's
                     controlled group and who became an Employee of the Company
                     pursuant to the provisions of that certain Stock Purchase
                     Agreement effective June 30, 1991, between Amoco Production
                     Company, Apache, and others.

              (ii)   Hadson Energy Resources Corporation's controlled group, for
                     an Employee who was a common-law employee of Hadson Energy
                     Resources Corporation or Hadson Energy Limited on January
                     1, 1994 (which companies became part of Apache's controlled
                     group on November 12, 1993).

              (iii)  Crystal Oil Company's controlled group, for an Employee who
                     was employed by the Crystal Oil Company's controlled group
                     at the time he or she was hired by Apache, provided that he
                     or she was hired by Apache within a week of December 30,
                     1994.



                                       6
<PAGE>
              (iv)   Texaco Exploration & Production, Inc.'s controlled group,
                     for an Employee who was employed by the Texaco Exploration
                     & Production, Inc.'s controlled group at the time he or she
                     was hired by Apache, provided that he or she was hired by
                     Apache in late February or early March of 1995.

              (v)    The Phoenix Resource Companies, Inc.'s controlled group,
                     for an Employee who was employed by The Phoenix Resource
                     Companies, Inc.'s controlled group at the time he or she
                     was hired by Apache, provided that he or she was hired by
                     the Company on May 20, 1996.

       (d)    Lased Employee Rules. See the definition of "Employee" for a
              description of when a leased employee (within the meaning of Code
              section 414(n)) is treated as an Employee. In addition, for
              purposes of calculating an Employee's Period of Service once an
              individual has become an Employee, the individual shall be treated
              as an Employee for any prior period during which the individual
              would have been a leased employee (within the meaning of Code
              section 414(n)) but for the fact that his or her services were not
              on a substantially full-time basis or were for less than a year.

1.30   Plan Year. "Plan Year" means the 12-month period on which the records of
       the Plan are kept, which shall be the calendar year.

1.31   Qualified Domestic Relations Order ('QDRO'). "Qualified Domestic
       Relations Order ('QDRO')" means a Domestic Relations Order that creates
       or recognizes the existence of an Alternate Payee's right to, or assigns
       to an Alternate Payee the right to, receive all or a portion of the
       benefits payable with respect to a Participant under the Plan and with
       respect to which the requirements of Code section 414(p) and ERISA
       section 206(d)(3) are met.

1.32   Qualified Joint and Survivor Annuity ('QJSA'). "Qualified Joint and
       Survivor Annuity ('QJSA')" means:

       (a)    For a married Participant, a QJSA is an annuity that will provide
              equal monthly payments to the Participant for life, and if the
              Participant dies before his or her Spouse, the surviving Spouse
              shall receive monthly payments for his or her life, with each
              monthly payment equal to 50% of the monthly payment that the
              Participant received before his or her death.

       (b)    For an unmarried Participant, a QJSA is an annuity that will
              provide equal monthly payments to the Participant for life.

1.33   Qualified Pre-Retirement Survivor Annuity ('QPSA'). "Qualified
       Pre-Retirement Survivor Annuity ('QPSA')" means an annuity that will
       provide equal monthly payments to the surviving Spouse of a Participant,
       for the life of the surviving Spouse.

1.34   Reemployment Commencement Date. "Reemployment Commencement Date" means
       the first date following a Lapse in Apache Employment on which the
       Employee performs an Hour of Service.

1.35   Required Beginning Date. "Required Beginning Date" means:

       (a)    Excepted as provided in subsections (b) and (c), Required
              Beginning Date means April 1 of the calendar year following the
              later of (i) the calendar year in which the Participant attains
              age 70 1/2, or (ii) the calendar year in which the Participant
              terminates employment with Apache and all Affiliated Entities.

       (b)    For a Participant who is both an Employee and a Five-Percent Owner
              of Apache or an Affiliated Entity, the term "Required Beginning
              Date" means April 1 of the calendar year following the calendar
              year in which the Five-Percent Owner attains age 70 1/2. If an
              Employee older than 70 1/2 becomes a Five-Percent Owner, his or
              her Required Beginning Date shall be April 1 of the calendar year
              following the calendar year in which he or she becomes a
              Five-Percent Owner.

       (c)    If a Participant is rehired after his or her Required Beginning
              Date, and he or she is not a Five-Percent Owner, he or she shall
              be treated upon rehire as if he or she has not yet had a Required
              Beginning Date,



                                       7
<PAGE>
              with the result that his or her minimum required distributions
              under subsection 6.4(c) will be zero until his or her new Required
              Beginning Date. His or her new Required Beginning Date shall be
              determined pursuant to subsections (a) and (b).

1.36   Rollover Contribution. "Rollover Contribution" means the following.

       (a)    Direct Transfers. A Rollover Contribution includes a direct
              transfer to a defined contribution plan by a Covered Employee of
              an eligible rollover distribution from:

              (i)    a qualified plan described in Code section 401(a)
                     (including after-tax contributions),

              (ii)   a qualified annuity plan described in Code section 403(a)
                     (including after-tax contributions),

              (iii)  an annuity contract described in Code section 403(b)
                     (including after-tax contributions), or

              (iv)   an eligible plan under Code section 457(b) that is
                     maintained by an eligible employer described in Code
                     section 457(e)(1)(A) (which generally includes state or
                     local governments).

       (b)    Regular Rollovers. A Rollover Contribution includes a contribution
              to a defined contribution plan by a Covered Employee of an
              eligible rollover distribution from:

              (i)    a qualified plan described in Code section 401(a)
                     (excluding after-tax contributions),

              (ii)   a qualified annuity plan described in Code section 403(a)
                     (excluding after-tax contributions),

              (iii)  an annuity contract described in Code section 403(b)
                     (excluding after-tax contributions), or

              (iv)   an eligible plan under Code section 457(b) that is
                     maintained by an eligible employer described in Code
                     section 457(e)(1)(A) (which generally includes state and
                     local governments).

       (c)    Rollovers from IRAs. A Rollover Contribution includes a
              contribution to a defined contribution plan by a Covered Employee
              of the portion of a distribution from an individual retirement
              account or annuity described in Code section 408(a) or 408(b) that
              is eligible to be rolled over and that would otherwise be included
              in the Covered Employee's gross income.

1.37   Spouse. "Spouse" means the individual of the opposite sex to whom a
       Participant is lawfully married according to the laws of the state of the
       Participant's domicile.

1.38   Termination from Service Date. "Termination from Service Date" means the
       earlier of the following dates:

       (a)    The last day an Employee performs services for the Company or an
              Affiliated Entity if the Employee quits (except as provided in
              paragraph (b)(iii)), is discharged, retires, or dies; or

       (b)    The first anniversary of the day a former Employee is absent from
              the Company or Affiliated Entity for any reason other than
              resignation, discharge, retirement, or death (such as vacation,
              holiday, sickness, disability, leave of absence, or temporary
              lay-off), with the following exceptions:

              (i)    If the former Employee is absent from the Company or
                     Affiliated Entity because of parental leave (which includes
                     only the pregnancy of the former Employee, the birth of the
                     former Employee's child, the placement of a child with the
                     former Employee in connection with adoption of such child
                     by the former Employee, or the caring for such child
                     immediately following birth or placement) on the first
                     anniversary of the day the former Employee was first
                     absent, the Termination from Service Date shall be the
                     second anniversary of the day he or she was first absent.



                                       8
<PAGE>

              (ii)   If the former Employee is absent from the Company or
                     Affiliated Entity for more than one year because of an
                     approved leave of absence (either with or without pay) for
                     any reason (including, but not limited to, jury duty) and
                     the former Employee returns to work at or prior to the
                     expiration of his or her leave of absence, no Termination
                     from Service Date shall occur.

              (iii)  If a former Employee is absent from the Company or an
                     Affiliated Entity because of a Disability incurred while
                     employed by the Company or an Affiliated Entity, a
                     Termination from Service Date shall not occur until the
                     later of the first anniversary of his or her absence or the
                     date he or she recovers from the Disability, regardless of
                     whether the former Employee quits during the Disability.

1.39   Valuation Date. "Valuation Date" means the last day of each Plan Year and
       any other dates as specified in section 4.2 as of which the assets of the
       Trust Fund are valued at fair market value and as of which the increase
       or decrease in the net worth of the Trust Fund is allocated among the
       Participants' Accounts.

1.40   Year of Service. "Year of Service" means all of a Participant's Periods
       of Service, expressed in years, and rounded down to the next whole
       number.

ARTICLE II
PARTICIPATION

2.1    Participation.

       Each Covered Employee shall be eligible to participate in the Plan on the
       later of January 1, 1997, or the day the Employee first becomes a Covered
       Employee. A Covered Employee shall cease to accrue benefits in the Plan
       on the day he or she ceases to be a Covered Employee.

2.2    Reemployment.

       A rehired Employee shall become eligible to participate in the Plan as of
       the later of his or her Reemployment Commencement Date or the date he or
       she again becomes a Covered Employee.

2.3    Enrollment Procedure.

       Notwithstanding sections 2.1 and 2.2, a Covered Employee shall not be
       eligible to participate in the Plan until after completing the enrollment
       procedures specified by the Committee. Such enrollment procedures may,
       for example, require the Covered Employee to complete and sign an
       enrollment form or to complete a voice-response telephone enrollment. The
       Covered Employee shall provide the initial investment direction, the
       address and date of birth of the Employee, and the name, address, and
       date of birth of each beneficiary of the Employee, and any other
       information requested by the Committee. The Committee may require that
       the enrollment procedure be completed a certain number of days prior to
       the date any Company Contribution is allocated to the Covered Employee's
       Account.

ARTICLE III
CONTRIBUTIONS

3.1    Company Contributions.

       (a)    Company Mandatory Contributions.

              (i)    General. For each Plan Year, the Company shall contribute
                     to the Trust Fund such amount of Company Mandatory
                     Contributions as are necessary to fund the allocations
                     described in this subsection. The Company may elect to
                     treat any portion of forfeitures occurring during the Plan
                     Year as Company Mandatory Contributions, pursuant to
                     section 5.5.



                                       9
<PAGE>

              (ii)   Regular Allocation. Each "eligible Participant" shall
                     receive an allocation of Company Mandatory Contributions
                     equal to 6% of the eligible Participant's Compensation. For
                     purposes of this subsection, an "eligible Participant" is a
                     Participant who received credit for one Hour of Service as
                     a Covered Employee during the Plan Year and who is employed
                     by the Company or an Affiliated Entity on the last day of
                     the Plan Year.

              (iii)  Special Allocation for 1997. In addition to the allocation
                     provided in paragraph (ii), the two eligible Participants
                     who had the smallest "plan year compensation" (as defined
                     below) in 1997 shall receive an additional allocation of
                     Company Mandatory Contributions equal to 3.373% of the
                     eligible Participant's plan year compensation. For purposes
                     of this paragraph only, "plan year compensation" means
                     those amounts reported for 1997 as "wages, tips, other
                     compensation" on Form W-2 by the Company or an Affiliated
                     Entity and elective contributions that are not includable
                     in the Employee's income pursuant to Code section 125 or
                     402(e)(3).

              (iv)   Special Allocation for 1998. In addition to the allocation
                     provided in paragraph (ii), the two eligible Participants
                     who had the smallest "plan year compensation" (as defined
                     below) in 1998 shall receive an additional allocation of
                     Company Mandatory Contributions equal to 3.138% of the
                     eligible Participant's plan year compensation in 1998. For
                     purposes of this paragraph only, "plan year compensation"
                     means those amounts reported as "wages, tips, other
                     compensation" on Form W-2 by the Company or an Affiliated
                     Entity and elective contributions that are not includable
                     in the Employee's income pursuant to Code section 125 or
                     402(e)(3).

              (v)    Special Allocation for 1999. In addition to the allocation
                     provided in paragraph (ii), the two eligible Participants
                     who had the smallest "plan year compensation" (as defined
                     below) in 1999 shall receive an additional allocation of
                     Company Mandatory Contributions equal to 0.3364% of the
                     eligible Participant's plan year compensation in 1999. For
                     purposes of this paragraph only, "plan year compensation"
                     means those amounts reported as "wages, tips, other
                     compensation" on Form W-2 by the Company or an Affiliated
                     Entity and elective contributions that are not includable
                     in the Employee's income pursuant to Code section 125 or
                     402(e)(3).

              (vi)   Special Allocation for 2000. In addition to the allocation
                     provided in paragraph (ii), the eligible Participants who
                     had the smallest "plan year compensation" (as defined
                     below) in 2000 shall receive an additional allocation of
                     Company Mandatory Contributions equal to 1.83% of the
                     eligible Participant's plan year compensation in 2000. For
                     purposes of this paragraph only, "plan year compensation"
                     means those amounts reported as "wages, tips, other
                     compensation" on Form W-2 by the Company or an Affiliated
                     Entity and elective contributions that are not includable
                     in the Employee's income pursuant to Code section 125,
                     132(f)(4), or 402(e)(3).

       (b)    Miscellaneous Contributions.

              (i)    The Company may make additional contributions to the Plan
                     to restore amounts forfeited from the Accounts of certain
                     rehired Participants, pursuant to section 5.4. This
                     additional contribution shall be required only when the
                     forfeitures occurring during the Plan Year are insufficient
                     to restore such forfeited amounts, as described in section
                     5.5.

              (ii)   The Company may make additional contributions to the Plan
                     to satisfy the minimum contribution required by section
                     11.4. The Company may elect to use any portion of
                     forfeitures occurring during the Plan Year for this
                     purpose, pursuant to section 5.5.

              (iii)  The Company may make additional contributions to the Plan
                     to restore the forfeited benefit of any missing individual,
                     pursuant to section 12.12. This additional contribution
                     shall be required only when the forfeitures occurring
                     during the Plan Year are insufficient to restore such
                     forfeited amounts, as described in section 5.5.



                                       10
<PAGE>

              (iv)   The Company may make additional contributions to the Plan
                     to provide make-up contributions for returning servicemen,
                     pursuant to section 13.4.

       (c)    Contributions Contingent on Deductibility. The Company
              Contributions for a Plan Year (excluding forfeitures and
              contributions pursuant to paragraph 3.1(b)(iv)) shall not exceed
              the amount allowable as a deduction for Apache's taxable year
              ending with or within the Plan Year pursuant to Code section 404.
              Company Contributions (excluding contributions pursuant to
              paragraph 3.1(b)(iv) and any special contributions pursuant to
              paragraphs 3.1(a)(iii) or any subsequent paragraphs in subsection
              3.1(a)) shall be paid to the Trustee no later than the due date
              (including any extensions) for filing the Company's federal income
              tax return for such year. Company Contributions shall be made
              without regard to current or accumulated earnings and profits. The
              Company shall pay Company Contributions to the Trust Fund in the
              form of cash.

3.2    Participant Contributions.

       Participants may not contribute to this Plan. The Plan does not accept
       rollovers or direct transfers.

3.3    Return of Contributions.

       (a)    Upon the request of the Company, the Trustee shall return to the
              Company, any Company Contribution made under a mistake of fact.
              The Trustee may not return any such contribution later than one
              year after the Trustee received the contribution. The amount
              returned shall not exceed the excess of the amount contributed
              (reduced to reflect any decrease in the net worth of the
              appropriate Accounts attributable thereto) over the amount that
              would have been contributed without the mistake of fact.
              Appropriate reductions shall be made in the Accounts of
              Participants to reflect the return of any contributions previously
              credited to such Accounts.

       (b)    Upon the request of the Company, the Trustee shall return to the
              Company any Company Contribution that is not deductible under Code
              section 404. All contributions under the Plan are expressly
              conditioned upon their deductibility for federal income tax
              purposes. The amount that shall be returned shall be the excess of
              the amount contributed (reduced to reflect any decrease in the net
              worth of the appropriate Accounts attributable thereto) over the
              amount that would have been contributed if there had not been a
              mistake in determining the deduction. Appropriate reductions shall
              be made in the Accounts of Participants to reflect the return of
              any contributions previously credited to such Accounts. Any
              contribution conditioned on its deductibility shall be returned
              only if it is returned within one year after it is disallowed as a
              deduction.

       (c)    A contribution shall be returned under subsection (a) or (b) only
              to the extent that its return will not reduce the Account of a
              Participant to an amount less than the balance that would have
              been credited to the Participant's Account had the contribution
              not been made.

       (d)    All Company Contributions are conditioned on the Plan's initial
              qualification under Code section 401. The Trustee shall return to
              the Company all Company Contributions to the Plan if (i) the
              Company files the Plan with the IRS by the end of the time period,
              including extensions, for filing Apache's federal income tax
              return for the year in which the Plan was adopted (or the Company
              files the Plan by such later date as the Secretary of the Treasury
              may prescribe), and (ii) the Plan receives an adverse
              determination with respect to its initial qualification. The
              Trustee shall return the Company Contributions within one year of
              the date of the adverse determination.



                                       11
<PAGE>

3.4    Limitation on Annual Additions.

       (a)    Limit. The Annual Additions to a Participant's Account(s) in this
              Plan and to his or her accounts in any other defined contribution
              plans maintained by the Company or an Affiliated Entity for any
              Limitation Year shall not exceed in the aggregate the lesser of
              (i) $40,000 (as adjusted by the Secretary of the Treasury), or
              (ii) 100% of the Participant's Compensation. The limit in
              paragraph (ii) shall not apply to any contribution for medical
              benefits (within the meaning of Code section 419A(f)(2)) after
              separation from service that is treated as an Annual Addition.

       (b)    Corrective Mechanism.

              (i)    Reduction in Annual Additions. A Participant's Annual
                     Additions shall be reduced, to the extent necessary to
                     satisfy the foregoing limits, if the Annual Additions arose
                     as a result of a reasonable error in estimating
                     Compensation, as a result of the allocation of forfeitures,
                     or as a result of other facts and circumstances as provided
                     in the regulations under Code section 415.

              (ii)   Order of Reduction, Multiple Plans. Apache also maintains
                     the Apache Corporation 401(k) Savings Plan, a profit
                     sharing plan containing a cash or deferred arrangement.
                     Apache may own more than 50% of Producers Energy Marketing
                     LLC ("ProEnergy"). When Apache's ownership of ProEnergy is
                     above 50%, the annual additions to any qualified defined
                     contribution plan maintained by ProEnergy will be
                     considered Annual Additions subject to the limitation in
                     subsection (a). The Participant's Annual Additions shall be
                     reduced, to the extent necessary, in the following order.
                     First, to the extent that the Annual Additions in a single
                     plan exceed the limits of subsection (a), the Annual
                     Additions in that plan shall be reduced, in the order
                     specified in that plan, to the extent necessary to satisfy
                     the limits of subsection (a). Then, if the Participant has
                     Annual Additions in more than one plan and in the aggregate
                     they exceed the limits of subsection (a), the Annual
                     Additions will be reduced as follows.

                     (A)    If the Participant was eligible to participate in
                            the Non-Qualified Retirement/Savings Plan of Apache
                            Corporation on the last day of the Plan Year in
                            which the excess Annual Addition occurred, the
                            Annual Additions will be reduced in the following
                            order: the Annual Additions to this Plan; then the
                            Annual Additions to ProEnergy's plans, in the order
                            specified in those plans; then the Annual Additions
                            to the Apache Corporation 401(k) Savings Plan, in
                            the order specified in that plan.

                     (B)    If the Participant was not eligible to participate
                            in the Non-Qualified Retirement/Savings Plan of
                            Apache Corporation on the last day of the Plan Year
                            in which the excess Annual Addition occurred, the
                            Annual Additions will be reduced in the following
                            order: the Annual Additions to the Apache
                            Corporation 401(k) Savings Plan, in the order
                            specified in that plan; then the Annual Additions to
                            ProEnergy's plans, in the order specified in those
                            plans; then the Annual Additions to this Plan.

              (iii)  Disposition of Excess Annual Additions. Any reduction of
                     Company Contributions shall be placed in a suspense account
                     in the Trust Fund and used to reduce future Company
                     Contributions to the Plan. The following rules shall apply
                     to such suspense account: (A) no further Company
                     Contributions may be made if the allocation thereof would
                     be precluded by Code section 415; (B) any increase or
                     decrease in the net value of the Trust Fund attributable to
                     the suspense account shall not be allocated to the suspense
                     account, but shall be allocated to the Accounts; and (C)
                     all amounts held in the suspense account shall be allocated
                     as of each succeeding allocation date on which forfeitures
                     may be allocated pursuant to section 5.5 (and may be
                     allocated more frequently if the Committee so directs),
                     until the suspense account is exhausted.



                                       12
<PAGE>

ARTICLE IV
INTERESTS IN THE TRUST FUND

4.1    Participants' Accounts.

       The Committee shall establish and maintain a separate Account in the name
       of each Participant, but the maintenance of such Accounts shall not
       require any segregation of assets of the Trust Fund. Each Account shall
       contain the Company Contributions allocated to the Participant and the
       increase or decrease in the net worth of the Trust Fund attributable to
       such contributions.

4.2    Valuation of Trust Fund.

       (a)    General. The Trustee shall value the assets of the Trust Fund at
              least annually as of the last day of the Plan Year, and as of any
              other dates determined by the Committee, at their current fair
              market value and determine the net worth of the Trust Fund. In
              addition, the Committee may direct the Trustee to have a special
              valuation of the assets of the Trust Fund when the Committee
              determines, in its sole discretion, that such valuation is
              necessary or appropriate or in the event of unusual market
              fluctuations of such assets. Such special valuation shall not
              include any contributions made by Participants since the preceding
              Valuation Date, any Company Contributions for the current Plan
              Year, or any unallocated forfeitures. The Trustee shall allocate
              the expenses of the Trust Fund occurring since the preceding
              Valuation Date, pursuant to section 8.2, and then determine the
              increase or decrease in the net worth of the Trust Fund that has
              occurred since the preceding Valuation Date. The Trustee shall
              determine the share of the increase of decrease that is
              attributable to the non-separately accounted for portion of the
              Trust Fund and to any amount separately accounted for, as
              described in subsections (b) and (c).

       (b)    Mandatory Separate Accounting. The Trustee shall separately
              account for (i) any individually directed investments permitted
              under section 8.3, and (ii) amounts subject to a Domestic
              Relations Order, to provide a more equitable allocation of any
              increase or decrease in the net worth of the Accounts.

       (c)    Permissible Separate Accounting. The Trustee may separately
              account for the following amounts to provide a more equitable
              allocation of any increase or decrease in the net worth of the
              Trust Fund:

              (i)    The distributable amount of a Participant, including any
                     amount distributable to an Alternate Payee or to a
                     beneficiary of a deceased Participant; and

              (ii)   Company Contributions made since the preceding Valuation
                     Date;

              (iii)  Any other amounts for which separate accounting will
                     provide a more equitable allocation of the increase or
                     decrease in the net worth of the Trust Fund.

4.3    Allocation of Increase or Decrease in Net Worth.

       (a)    The Committee shall, as of each Valuation Date, allocate the
              increase or decrease in the net worth of the Trust Fund that has
              occurred since the preceding Valuation Date between the
              non-separately accounted for portion of the Trust Fund and the
              amounts separately accounted for that are identified in
              subsections 4.2(b) and 4.2(c).

       (b)    The increase or decrease attributable to the non-separately
              accounted for portion of the Trust Fund shall be allocated among
              the appropriate Accounts in the ratio that the dollar value of
              each such Account bore to the aggregate dollar value of all such
              Accounts on the preceding Valuation Date after all allocations and
              credits made as of such date had been completed.

       (c)    After the allocation in subsection (b) is completed, the Committee
              shall allocate any amounts separately accounted for (including the
              increase or decrease in the net worth of the Trust Fund
              attributable to such amounts) to the appropriate Account.



                                       13
<PAGE>

ARTICLE V
AMOUNT OF BENEFITS

5.1    Vesting Schedule.

       (a)    General Rule. Unless subsection (b) or (c) provide for faster
              vesting, a Participant's interest in his or her Account shall
              become vested in accordance with the following schedule:

<Table>
<Caption>
                                Completed Years of Service             Vesting Percentage
                                --------------------------             ------------------
<S>                                                                    <C>
                                       Less than 1                             0%
                                            1                                 20%
                                            2                                 40%
                                            3                                 60%
                                            4                                 80%
                                        5 or more                            100%
</Table>

       (b)    Full Vesting in Certain Circumstances. A Participant shall have a
              fully vested and nonforfeitable interest in his or her Account (i)
              upon his or her Normal Retirement Age if he or she is an Employee
              on such date, (ii) upon his or her death while an Employee or
              while on an approved leave of absence from the Company or an
              Affiliated Entity, or (iii) upon his or her termination of
              employment with the Company or an Affiliated Entity because of a
              Disability.

       (c)    Change of Control. The Accounts of all Participants shall be fully
              vested as of the effective date of a "change in control." For
              purposes of this subsection, a "change of control" shall mean the
              event occurring when a person, partnership, or corporation,
              together with all persons, partnerships, or corporations acting in
              concert with each person, partnership, or corporation, or any or
              all of them, acquires more than 20% of Apache's outstanding voting
              securities; provided that a change of control shall not occur if
              such persons, partnerships, or corporations acquiring more than
              20% of Apache's voting securities is solicited to do so by
              Apache's board of directors, upon its own initiative, and such
              persons, partnerships, or corporations have not previously
              proposed to acquire more than 20% of Apache's voting securities in
              an unsolicited offer made either to Apache's board of directors or
              directly to the stockholders of Apache.

5.2    Forfeitures.

       (a)    Notwithstanding the vesting rules of section 5.1, Annual Additions
              to a Participant's Accounts and any increase or decrease in the
              net worth of the Participant's Accounts attributable to such
              Annual Additions may be reduced to satisfy the limits described in
              section 3.4. Any reduction shall be allocated as specified in
              section 3.4.

       (b)    Notwithstanding the vesting rules of section 5.1, a missing
              individual's vested Accounts may be forfeited as of the last day
              of any Plan Year, as provided in section 12.12. Any such
              forfeiture shall be allocated as specified in section 5.5.

       (c)    A Participant's non-vested interest in his or her Account shall be
              forfeited at the end of the Plan Year in which the Participant
              terminates employment. Any such forfeiture shall be allocated as
              specified in section 5.5.



                                       14
<PAGE>

5.3    Restoration of Forfeitures.

       (a)    The forfeiture of a missing individual's Account, as described in
              section 12.12, shall be restored to such individual if the
              individual makes a claim for such amount.

       (b)    If a Participant is rehired before incurring five-consecutive
              one-year Lapses in Apache Employment, and the Participant has
              received a distribution of his or her entire vested interest in
              his or her Account (with the result that the Participant forfeited
              his or her non-vested interest in such Account), then the exact
              amount of the forfeiture shall be restored to the Participant's
              Account. All the rights, benefits, and features available to the
              Participant when the forfeiture occurred shall be available with
              respect to the restored forfeiture.

       (c)    If a Participant who is rehired before incurring five consecutive
              one-year Lapses in Apache Employment has his or her Accounts
              restored as above provided, and again terminates employment prior
              to becoming fully vested in his or her Account, the vested portion
              of his or her Account shall be determined by applying the vested
              percentage determined under section 5.1 to the sum of (A) and (B),
              then subtracting (B) from such sum, where: (A) is the value of the
              Participant's Account as of the Valuation Date immediately
              following his or her most recent termination of employment; and
              (B) is the amount previously distributed to the Participant on
              account of the prior termination of employment.

       (d)    If a Participant is rehired after having incurred five consecutive
              one-year Lapses in Apache Employment, then no amount forfeited
              from his or her Account shall be restored to that Account.

5.4    Method of Forfeiture Restoration.

       Forfeitures that are restored pursuant to section 5.3 shall be
       accomplished by an allocation of the forfeitures occurring during the
       Plan Year, pursuant to section 5.5, or if such forfeitures are
       insufficient, by a special Company Contribution, pursuant to paragraph
       3.1(b)(i).

5.5    Allocation of Forfeitures.

       The forfeitures that occur during a Plan Year shall be allocated first to
       restore the forfeited portions of the Accounts of reemployed Participants
       described in section 5.3. Any remaining forfeitures shall be used to pay
       those expenses of the Plan that are properly payable from the Trust Fund
       or to reduce any type(s) of Company Contributions for the Plan Year in
       which the forfeiture occurred. Apache shall decide, on behalf of each
       employer, the amount and type(s) of Company Contributions or Plan
       expenses the forfeitures shall reduce.

5.6    Credits for Pre-Lapse Service.

       (a)    Company Contributions Made After Reemployment.

              (i)    A Participant who is vested in any portion of his or her
                     Account, who incurs a one-year Lapse in Apache Employment,
                     and who is thereafter reemployed, shall receive credit for
                     vesting purposes for Years of Service prior to a one-year
                     Lapse in Apache Employment upon completing a Year of
                     Service after such one-year Lapse in Apache Employment.

              (ii)   A Participant who is not vested in any portion of his or
                     her Account, who incurs a one-year Lapse in Apache
                     Employment, and who is thereafter reemployed, shall receive
                     credit for vesting purposes for Years of Service prior to a
                     one-year Lapse in Apache Employment only if (A) the
                     Participant completes a Year of Service after such Lapse in
                     Apache Employment, and (B) the number of consecutive
                     one-year Lapses in Apache Employment is less than the
                     greater of five or the aggregate number of Years of Service
                     before such lapse.



                                       15
<PAGE>

       (b)    Company Contributions Made Prior to Termination. Years of Service
              after a Participant has incurred five consecutive one-year Lapses
              in Apache Employment shall be disregarded in determining the
              vested percentage in a Participant's Account at the time of the
              lapse.

5.7    Transfers - Portability.

       If any other employer adopts this or a similar money purchase pension
       plan and enters into a reciprocal agreement with the Company that
       provides that (a) the transfer of a Participant from such employer to the
       Company (or vice versa) shall not be deemed a termination of employment
       for purposes of the plans, and (b) service with either or both employers
       shall be credited for purposes of vesting under both plans, then the
       transferred Participant's Account shall be unaffected by the transfer,
       except, if deemed advisable by the Committee, it may be transferred to
       the trustee of the other plan.

5.8    Reemployment - Separate Account.

       A rehired Participant shall have two Accounts, an "old" Account for the
       contributions from his or her earlier episode of employment, and a "new"
       Account for his or her later episode of employment. The vested percentage
       applicable to such Accounts shall be determined pursuant to sections 5.1
       and 5.6, unless an amount was distributed from the old Account before the
       Participant was rehired, in which case the vested percentage of the old
       Account, after any forfeiture has been restored to it, shall be
       determined pursuant to subsection 5.3(c). If a Participant becomes fully
       vested in both the old and the new Accounts, they shall be merged into a
       single Account.

ARTICLE VI
DISTRIBUTION OF BENEFITS

6.1    Beneficiaries.

       (a)    Designating Beneficiaries. Each Account Owner shall file with the
              Committee a designation of the beneficiaries and contingent
              beneficiaries to whom the distributable amount (determined
              pursuant to section 6.2) shall be paid in the event of the Account
              Owner's death. In the absence of an effective beneficiary
              designation as to any portion of the distributable amount after a
              Participant dies, such amount shall be paid to the Participant's
              surviving Spouse, or, if none, to his or her estate. In the
              absence of an effective beneficiary designation as to any portion
              of the distributable amount after any non-Participant Account
              Owner dies, such amount shall be paid to the Account Owner's
              estate. The Account Owner may change a beneficiary designation at
              any time and without the consent of any previously designated
              beneficiary.

       (b)    Special Rule for Married Participants. If the Account Owner is a
              married Participant, his or her Spouse shall be the sole
              beneficiary unless the Spouse has consented to the designation of
              a different beneficiary. To be effective, the Spouse's consent
              must be in writing, witnessed by a notary public, and filed with
              the Committee. The Spouse must also consent to waive the QPSA with
              respect to the benefits payable to another beneficiary, as
              described in subsection (c). The Spouse cannot revoke his or her
              consent to waive the QPSA. Any spousal consent shall be effective
              only as to the Spouse who signed the consent.

       (c)    Waiver of QPSA.

              (i)    General. In order for the QPSA to be waived, the
                     Participant must be provided with an explanation of the
                     QPSA and then elect to waive the QPSA (which the
                     Participant may do by naming a beneficiary other than his
                     or her Spouse) and the Spouse must consent to the
                     Participant's election.

              (ii)   Spouse's Consent. The Spouse's consent must be in writing.
                     The Spouse's signature must be witnessed by a Committee
                     member of by a notary public. The Spouse must acknowledge
                     the effect of the consent. The Spouse may limit his or her
                     consent to a specific beneficiary or may allow the



                                       16
<PAGE>

                     Participant to thereafter designate a different
                     beneficiary. The Spouse may limit his or her consent to a
                     specific form of benefit. (The Spouse's consent is not
                     needed if the Spouse cannot be located or in certain other
                     special circumstances identified in IRS guidance.)

              (iii)  Timing of Waiver. The Participant may waive the QPSA, or
                     revoke the QPSA waiver, at any time; however, if the
                     Participant elects to waive the QPSA, with the consent of
                     his or her Spouse, before the first day of the Plan Year in
                     which the Participant attains age 35, the waiver shall
                     become invalid on the first day of the Plan Year in which
                     the Participant attains age 35.

              (iv)   Explanation. The Committee shall provide the Participant
                     with a written explanation that describes the terms and
                     conditions of the QPSA, the Participant's right to choose
                     another beneficiary, the rights of the Participant's Spouse
                     to insist upon a QPSA, and the Participant's right to
                     revoke his or her election. The written explanation must be
                     provided within the following time limits. If the
                     Participant terminates employment prior to age 35, the
                     explanation must be provided within the period beginning
                     one year before and ending one year after the termination
                     of employment. If the Participant terminates employment on
                     or after age 35, the explanation must be provided within
                     the one of the following periods (whichever period ends
                     last): (i) the period beginning on the first day of the
                     Plan Year in which the Participant attains age 32 and
                     ending on the last day of the Plan Year in which the
                     Participant attains age 34; (ii) the period beginning one
                     year before, and ending one year after, the Participant
                     first becomes eligible to participate in the Plan; and
                     (iii) the period beginning one year before, and ending one
                     year after, a married Participant is fully or partially
                     vested in his or her Account (which will normally occur
                     either when the Participant gets married or when the
                     Participant completes one Year of Service).

       (d)    Special Rule for Divorces. If an Account Owner has designated his
              or her spouse as a primary or contingent beneficiary, and the
              Account Owner and spouse later divorce (or their marriage is
              annulled), then the former spouse will be treated as having
              pre-deceased the Account Owner for purposes of interpreting a
              beneficiary designation form completed prior to the divorce or
              annulment. This subsection 6.1(d) will apply only if the Committee
              is informed of the divorce or annulment before payment to the
              former spouse is authorized.

       (e)    Disclaimers. Any individual or legal entity who is a beneficiary
              may disclaim all or any portion of his or her interest in the
              Plan, provided that the disclaimer satisfies the requirements of
              Code section 2518(b) and applicable state law. The legal guardian
              of a minor or legally incompetent person may disclaim for such
              person. The personal representative (or the individual or legal
              entity acting in the capacity of the personal representative
              according to applicable state law) may disclaim on behalf of a
              beneficiary who has died. The amount disclaimed shall be
              distributed as if the disclaimant had predeceased the individual
              whose death caused the disclaimant to become a beneficiary.

6.2    Distributable Amount.

       The distributable amount of a Participant's Account is the vested portion
       of the Account, reduced by any amount that is payable to an Alternate
       Payee pursuant to section 12.9. Furthermore, the Committee shall
       temporarily suspend or limit distributions (by reducing the distributable
       amount), as explained in subsections 12.9(e) and 12.9(h), (a) when the
       Committee is informed that a QDRO affecting the Participant's Accounts is
       in process or may be in process, or (b) while the Committee believes that
       the Plan may have a cause of action against the Participant.

6.3    Manner of Distribution.

       (a)    Participants. This subsection shall apply to distributions to
              Participants.

              (i)    Form of Distribution. The distributable amount shall be
                     paid in the form of either a single payment or a QJSA,
                     except that a distribution of a small account under
                     subsection 6.4(d) shall be paid in the form of a single
                     payment. The distribution to a Participant shall be in the
                     form of a QJSA unless



                                       17
<PAGE>

                     the Participant elects a single payment and, if the
                     Participant is married, his or her Spouse consents to the
                     single payment.

              (ii)   Consent of Participant and Spouse.

                     (A)    General. Except as provided in subparagraph (B), a
                            distribution shall not be made unless the
                            Participant consents to the timing of the
                            distribution. If the Participant is married and
                            chooses a single payment, the Participant's Spouse
                            must consent to both the form of payment and the
                            time of the payment, except as provided in
                            subparagraph (B).

                     (B)    Exceptions to General Rule. The consent of the
                            Participant is not required, nor is the consent of a
                            married Participant's Spouse required, for
                            distributions of small amounts pursuant to
                            subsection 6.4(d) or for the distribution of an
                            annuity upon the Participant's Required Beginning
                            Date, as described in subsection 6.4(c).

              (iii)  Method of Spouse's Consent. The consent of a Participant's
                     Spouse must be in writing. The consent is not valid unless
                     the Committee has provided the written explanation
                     described in paragraph (iv). The Spouse must acknowledge
                     the affect of his or her consent. The Spouse's consent must
                     be witnessed by a Committee member or by a notary public.
                     The Spouse may limit his or her consent to a specific
                     beneficiary or may allow the Participant to thereafter
                     designate a different beneficiary. The Spouse may limit his
                     or her consent to a specific form of benefit. (The Spouse's
                     consent is not needed if the Spouse cannot be located or in
                     certain other special circumstances identified in IRS
                     guidance.)

              (iv)   Distribution Procedure.

                     (A)    General. The Committee shall provide the Participant
                            with a written explanation that contains the
                            information required by the Code and Treasury
                            Regulations, as explained in subparagraph (B). The
                            timing of the explanation, the consent, and the
                            distribution are discussed in subparagraph (C). The
                            Participant may revoke his or her election at any
                            time before the distribution is processed.

                     (B)    Contents of Explanation. The information in the
                            explanation shall include, at a minimum, the terms
                            and conditions of the QJSA, the Participant's right
                            to elect a single payment in lieu of a QJSA, the
                            effect of the Participant electing a single payment
                            in lieu of a QJSA, the right of the Participant's
                            Spouse to insist upon a QJSA, and the Participant's
                            right to revoke his or her distribution election.

                     (C)    Timing. The explanation shall be provided no more
                            than 90 days before the annuity starting date. The
                            explanation shall be provided no fewer than 30 days
                            before the annuity starting date, unless all the
                            following conditions are satisfied (1) the
                            Participant affirmatively elects a single sum
                            distribution (and the Participant's Spouse, if any,
                            consents), (2) the explanation mentions that the
                            Participant has a right to at least 30 days to
                            consider whether to waive the QJSA and consent to a
                            single sum, and (3) the Participant is permitted to
                            revoke an affirmative distribution election until
                            the annuity starting date (or, if later, the 8th day
                            after the Participant is provided with the
                            explanation).

                     (D)    Annuity Starting Date. The annuity starting date,
                            for a single sum payment, is the date the payment is
                            processed, which may be any business day. The
                            annuity starting date for a QJSA is the day as of
                            which the annuity payments begin. The annuity
                            starting date for an annuity must be the first day
                            of a month, must occur on or after the Participant's
                            termination of employment or 65th birthday, must
                            occur after the date the explanation is provided,
                            but may precede the date the Participant provides
                            any affirmative distribution election. In any event,
                            the first payment from the annuity shall not precede
                            the 8th day after the explanation is provided.



                                       18
<PAGE>

       (b)    Beneficiaries. The distributable amount that is left to a
              beneficiary shall be paid, at the election of the beneficiary, in
              the form of a single payment, installments (for non-Spouse
              beneficiaries), or an annuity (for Spouse beneficiaries), as
              described in subsection 6.4(e).

       (c)    Alternate Payees. If the Alternate Payee is not the Participant's
              Spouse or former spouse, the amount assigned to the Alternate
              Payee shall be paid in the form of a single payment. If the
              Alternate Payee is the Participant's Spouse or former spouse, then
              unless the next sentence applies, the amount assigned to an
              Alternate Payee shall be paid, at the election of the Alternate
              Payee or as specified in the QDRO, in the form of either a single
              payment or an annuity for the life of the Alternate Payee. If the
              amount assigned to the Alternate Payee is $5,000 or less
              (calculated in accordance with the applicable Treasury
              regulations), then the Alternate Payee shall receive a single sum
              distribution.

       (d)    Annuities. If the distribution is to be in the form of an annuity,
              the Plan shall purchase an annuity contract that satisfies the
              requirements specified in the Plan and in Code sections 401(a)(11)
              and 417, and shall distribute such contract to the distributee.
              The payments under an annuity shall begin as soon as
              administratively practicable after the annuity contract is
              distributed. The payments shall remain constant for the duration
              of the annuity, except for a QJSA where the Spouse outlives the
              Participant, in which case the payments are halved when the
              Participant dies.

6.4    Time of Distribution.

       (a)    Earliest Date of Distribution. Unless an earlier distribution is
              permitted by subsection (b) or required by subsection (c), the
              earliest date that a Participant may elect to receive a
              distribution is as follows.

              (i)    Termination of Employment or Disability. A Participant may
                     elect to receive a distribution as soon as practicable
                     after he or she terminates employment or incurs a
                     Disability.

              (ii)   During Employment. A Participant may obtain a distribution
                     while an Employee only if he or she has attained Normal
                     Retirement Age. After Normal Retirement Age, and while an
                     Employee, the Participant may withdraw all or any portion
                     of his or her Account. The minimum withdrawal shall be
                     $1,000 or, if less, the balance of the Account. Only two
                     withdrawals are permitted each Plan Year under this
                     paragraph. After an Employee's Required Beginning Date,
                     subsection (c) shall apply instead of this paragraph.

       (b)    Alternate Earliest Date of Distribution. Notwithstanding
              subsection (a), unless a Participant elects otherwise, his or her
              distribution shall commence no later than 60 days after the close
              of the latest of: (i) the Plan Year in which the Participant
              attains Normal Retirement Age; (ii) the Plan Year in which occurs
              the tenth anniversary of the year in which the Participant
              commenced participation in the Plan; and (iii) the Plan Year in
              which the Participant terminates employment with the Company and
              Affiliated Entities. If a Participant does not affirmatively elect
              a distribution, he or she shall be deemed to have elected to defer
              the distribution to a date later than that specified in the
              preceding sentence.

       (c)    Latest Date of Distribution. The entire distributable amount shall
              be distributed to a Participant (i) in a single payment not later
              than the Required Beginning Date, or (ii) in the form of an
              annuity with payments beginning no later than the Required
              Beginning Date. The terms of the annuity shall comply with the
              applicable Treasury Regulations. The payment will be in the form
              of an annuity unless the Participant elects a single payment and,
              if the Participant is married, his or her Spouse consents to the
              single payment.

       (d)    Small Amounts. If the value of the nonforfeitable portion of a
              Participant's Account is $5,000 or less at any time after the
              Participant's termination of employment, then the Participant
              shall receive a single payment of the distributable amount as soon
              as administratively practicable, provided that the value is $5,000
              or less when the distribution is processed. The Committee may
              elect to check the value of the Participant's Accounts on an
              occasional (rather than a daily) basis, to determine whether to
              apply the provisions of this subsection.



                                       19
<PAGE>

       (e)    Distribution Upon Participant's Death.

              (i)    Small Accounts. If the value of the nonforfeitable portion
                     of a Participant's Account is $5,000 or less at any time
                     after the Participant's death and before any beneficiary
                     elects to receive a distribution under this subsection,
                     then the beneficiary or beneficiaries shall each receive a
                     single payment of each one's distributable amount as soon
                     as administratively practicable, provided that the
                     aggregate value is $5,000 or less when the distribution is
                     processed. The Committee may elect to check the value of
                     the Participants' Accounts on an occasional (rather than a
                     daily) basis to determine whether to apply the provisions
                     of this subsection.

              (ii)   Larger Accounts. If paragraph (i) does not apply, then each
                     beneficiary may elect to have his or her distributable
                     amount distributed at any time after the Participant's
                     death, within the following guidelines. The forms of
                     permitted distribution are a lump sum, annual installments,
                     and for Spouse beneficiaries only, a QPSA. No distribution
                     shall be processed until the beneficiary's identity as a
                     beneficiary is established. The entire distributable amount
                     shall be distributed by the last day of the calendar year
                     containing the fifth anniversary of the Participant's
                     death; if a Spouse beneficiary elects a QPSA, the annuity
                     contract shall be distributed by the last day of the
                     calendar year containing the fifth anniversary of the
                     Participant's death. A beneficiary who elects installments
                     may elect to accelerate any or all remaining payments. In
                     addition, if the Participant was a Five-Percent Owner who
                     began to receive the minimum required distributions under
                     paragraph (c)(ii), the distribution to each beneficiary
                     must be made at least as rapidly as required by the method
                     used to calculate the minimum required distributions that
                     was in effect when the Five-Percent Owner died.

       (f)    Alternate Payee. Distributions to Alternate Payees and their
              beneficiaries shall be made as specified in section 12.9.

6.5    Direct Rollover Election.

       (a)    General Rule. A Participant, an Alternate Payee who is the Spouse
              or former Spouse of the Participant, or a surviving Spouse of a
              deceased Participant (collectively, the "distributee") may direct
              the Trustee to pay all or any portion of his "eligible rollover
              distribution" to an "eligible retirement plan" in a "direct
              rollover." This direct rollover option is not available to other
              Account Owners (non-Spouse beneficiaries and Alternate Payees who
              are not the Spouse or former Spouse of the Participant). Within a
              reasonable period of time before an eligible rollover
              distribution, the Committee shall inform the distributee of this
              direct rollover option, the appropriate withholding rules, other
              rollover options, the options regarding income taxation, and any
              other information required by Code section 402(f). The distributee
              may waive the usual 30-day waiting period before receiving a
              distribution, and elect to receive his distribution as soon as
              administratively practicable after completing and filing his
              distribution election.

       (b)    Definition of Eligible Rollover Distribution. An eligible rollover
              distribution is any distribution or in-service withdrawal other
              than (i) distributions required under Code section 401(a)(9), (ii)
              distributions of amounts that have already been subject to federal
              income tax (such as defaulted loans or after-tax voluntary
              contributions), other than a direct transfer to (A) another
              retirement plan that meets the requirements of Code sections
              401(a) or 403(a), or (B) an individual retirement account or
              annuity described in Code section 408(a) or 408(b), (iii)
              installment payments in a series of substantially equal payments
              made at least annually and (A) made over a specified period of ten
              or more years, (B) made for the life or life expectancy of the
              distributee, or (C) made for the joint life or joint life
              expectancy of the distributee and his designated beneficiary, (iv)
              a distribution to satisfy the limits of Code section 415 or
              402(g), or (v) any other actual or deemed distribution specified
              in the regulations issued under Code section 402(c).

       (c)    Definition of Eligible Retirement Plan. An eligible retirement
              plan is an individual retirement account or annuity described in
              Code section 408(a) or 408(b), an annuity plan described in Code
              section 403(a), an annuity contract described in Code section
              403(b), an eligible plan under Code section 457(b) that is



                                       20
<PAGE>

              maintained by an eligible employer described in Code section
              457(e)(1)(A) (which generally includes state and local
              governments), or the qualified trust of a defined contribution
              plan described in Code section 401(a), that accepts eligible
              rollover distributions.

       (d)    Definition of Direct Rollover. A direct rollover is a payment by
              the Trustee to the eligible retirement plan specified by the
              distributee.

ARTICLE VII
ALLOCATION OF RESPONSIBILITIES - NAMED FIDUCIARIES

7.1    No Joint Fiduciary Responsibilities.

       Trustee(s) and the Committee shall be the named fiduciaries under the
       Plan and Trust agreement and shall be the only named fiduciaries
       thereunder. The fiduciaries shall have only the responsibilities
       specifically allocated to them herein or in the Trust agreement. Such
       allocations are intended to be mutually exclusive and there shall be no
       sharing of fiduciary responsibilities. Whenever one named fiduciary is
       required by the Plan or Trust agreement to follow the directions of
       another named fiduciary, the two named fiduciaries shall not be deemed to
       have been assigned a shared responsibility, but the responsibility of the
       named fiduciary giving the directions shall be deemed his or her sole
       responsibility, and the responsibility of the named fiduciary receiving
       those directions shall be to follow them insofar as the instructions are
       on their face proper under applicable law.

7.2    The Company.

       The Company shall be responsible for: (a) making Company Contributions;
       (b) certifying to the Trustee the names and specimen signatures of the
       members of the Committee acting from time to time; (c) keeping accurate
       books and records with respect to its Employees and the appropriate
       components of each Employee's Compensation and furnishing such data to
       the Committee; (d) selecting agents and fiduciaries to operate and
       administer the Plan and Trust; (e) appointing an investment manager if it
       determines that one should be appointed; and (f) reviewing periodically
       the performance of such agents, managers, and fiduciaries.

7.3    The Trustee.

       The Trustee shall be responsible for: (a) the investment of the Trust
       Fund to the extent and in the manner provided in the Trust agreement; (b)
       the custody and preservation of Trust assets delivered to it; and (c) the
       payment of such amounts from the Trust Fund as the Committee shall
       direct.

7.4    The Committee - Plan Administrator.

       The Board of Directors of Apache (the "Board") shall appoint an
       administrative Committee consisting of no fewer than three individuals
       who may be, but need not be, Participants, officers, directors, or
       Employees of the Company. If the Board does not appoint a Committee,
       Apache shall act as the Committee under the Plan. The members of the
       Committee shall hold office at the pleasure of the Board and shall
       service without compensation. The Committee shall be the "Plan
       administrator" as defined in section 3(16)(A) of ERISA. It shall be
       responsible for establishing and implementing a funding policy consistent
       with the objectives of the Plan and with the requirements of ERISA. This
       responsibility shall include establishing (and revising as necessary)
       short-term and long-term goals and requirements pertaining to the
       financial condition of the Plan, communicating such goals and
       requirements to the persons responsible for the various aspects of the
       Plan operations, and monitoring periodically the implementation of such
       goals and requirements.



                                       21
<PAGE>

7.5    Committee to Construe Plan.

       (a)    The Committee shall administer the Plan and shall have all
              discretion, power, and authority necessary for that purpose,
              including, but not by way of limitation, the full and absolute
              discretion and power to interpret the Plan, to determine the
              eligibility, status, and rights of all individuals under the Plan,
              and in general to decide any dispute and all questions arising in
              connection with the Plan. The Committee shall direct the Trustee
              concerning all distributions from the Trust Fund, including the
              purchase of annuity contracts, in accordance with the provisions
              of the Plan, and shall have such other powers in the
              administration of the Trust Fund as may be conferred upon it by
              the Trust agreement. The Committee shall maintain all Plan records
              except records of the Trust Fund.

       (b)    The Committee may adjust the Account of any Participant, in order
              to correct errors and rectify omissions, in such manner as the
              Committee believes will best result in the equitable and
              nondiscriminatory administration of the Plan.

7.6    Organization of Committee.

       The Committee shall adopt such rules as it deems desirable for the
       conduct of its affairs and for the administration of the Plan. It may
       appoint agents (who need not be members of the Committee) to whom it may
       delegate such powers as it deems appropriate, except that the Committee
       shall determine any dispute. The Committee may make its determinations
       with or without meetings. It may authorize one or more of its members or
       agents to sign instructions, notices, and determinations on its behalf.
       The action of a majority of the Committee shall constitute the action of
       the Committee.

7.7    Interested Committee Members.

       If a Committee decision or action affects a small number of Participants
       including a Committee member, then such Committee member shall not
       participate in the Committee decision or action. The action of a majority
       of the disinterested Committee members shall constitute the action of the
       Committee.

7.8    Agent for Process.

       Apache's Vice President, General Counsel, and Secretary shall be the
       agents of the Plan for service of all process.

7.9    Indemnification of Committee Members.

       The Company shall indemnify and hold the members of the Committee, and
       each of them, harmless from the effects and consequences of their acts,
       omissions, and conduct in their official capacities, except to the extent
       that the effects and consequences thereof shall result from their own
       willful misconduct, breach of good faith, or gross negligence in the
       performance of their duties. The foregoing right of indemnification shall
       not be exclusive of the rights to which each such member may be entitled
       as a matter of law.

7.10   Conclusiveness of Action.

       Any action taken by the Committee on matters within the discretion of the
       Committee shall be conclusive, final and binding upon all participants in
       the Plan and upon all persons claiming any rights hereunder, including
       Alternate Payees and beneficiaries.

7.11   Payment of Expenses.

       The members of the Committee shall serve without compensation but the
       Company shall pay their reasonable expenses. The compensation or fees of
       accountants, counsel, and other specialists and any other costs of
       administering the Plan or Trust Fund may be charged to the Trust Fund, to
       the extent permissible under the provisions of ERISA.



                                       22
<PAGE>

ARTICLE VIII
TRUST AGREEMENT - INVESTMENTS

8.1    Trust Agreement.

       Apache has entered into a Trust agreement to provide for the holding,
       investment, and administration of the funds of the Plan. The Trust
       agreement shall be part of the Plan, and the rights and duties of any
       individual under the Plan shall be subject to all terms and provisions of
       the Trust agreement.

8.2    Expenses of Trust.

       (a)    Except as provided in subsection (b) below, (i) all taxes upon or
              in respect of the Trust shall be paid by the Trustee out of the
              Trust assets, and all expenses of administering the Plan and Trust
              shall be paid out of the Trust assets, to the extent permitted by
              law and to the extent such taxes and expenses are not paid by the
              Company or the Account Owner, and (ii) the Committee shall have
              full discretion to determine how to allocate taxes and expenses
              among Accounts. No fiduciary shall receive any compensation for
              services rendered to the Plan if the fiduciary is being
              compensated on a full time basis by the Company.

       (b)    To the extent not paid by the Company, all expenses of
              individually directed transactions in Trust assets, including
              without limitation the Trustee's transaction fee, brokerage
              commissions, transfer taxes, interest on insurance policy loans,
              and any taxes and penalties that may be imposed as a result of an
              individual's investment direction, shall be assessed against the
              Account of the Account Owner directing such transactions.

8.3    Investments.

       (a)    Section 404(c) Plan. The Plan is intended to be a plan described
              in ERISA section 404(c). To the extent that an Account Owner
              exercises control over the investment of his or her Accounts, no
              person who is a fiduciary shall be liable for any loss, or by
              reason of any breach, that is the direct and necessary result of
              the Account Owner's exercise of control.

       (b)    Directed Investments. Accounts shall be invested, upon the written
              or telephone voice-response direction of each Account Owner, in
              any one or more of a series of investment funds designated by the
              Committee from time to time. The funds available for investment
              and the principal features thereof, including a general
              description of the investment objectives, the risk and return
              characteristics, and the type and diversification of the
              investment portfolio of each fund, shall be communicated to the
              Account Owners in the Plan from time to time. Any changes in such
              funds shall be immediately communicated to all Account Owners.

       (c)    Absence of Directions. To the extent that an Account Owner fails
              to affirmatively direct the investment of his or her Accounts, the
              Committee shall direct the Trustee in writing concerning the
              investment of such Accounts. The Committee shall act by majority
              vote. Any dissenting member of the Committee shall, having
              registered his or her dissent in writing, thereafter cooperate to
              the extent necessary to implement the decision of the Committee.

       (d)    Change in Investment Directions. Account Owners may change their
              investment directions, with respect to the investment of new
              contributions and with respect to the investment of existing
              amounts allocated to Accounts, on any business day. The Committee
              shall establish procedures for giving investment directions, which
              shall be in writing and communicated to Account Owners.



                                       23
<PAGE>

ARTICLE IX
TERMINATION AND AMENDMENT

9.1    Termination of Plan or Discontinuance of Contributions.

       Apache expects to continue the Plan indefinitely, but the continuance of
       the Plan and the payment of contributions are not assumed as contractual
       obligations. Apache may terminate the Plan or discontinue contributions
       at any time. Upon the termination of the Plan, each Participant's Account
       shall become fully vested. Upon the partial termination of the Plan, the
       Accounts of all affected Participants shall become fully vested. The only
       Participants who are affected by a partial termination are those whose
       employment with the Company or Affiliated Entity is terminated as a
       result of the corporate event causing the partial termination; Employees
       terminated for cause and those who leave voluntarily are not affected by
       a partial termination.

9.2    Allocations upon Termination.

       Upon the termination or partial termination of the Plan, the Committee
       shall promptly notify the Trustee of such termination. The Trustee shall
       promptly determine, in the manner prescribed in section 4.2, the net
       worth of the Trust Fund. The Trustee shall advise the Committee of any
       increase or decrease in such net worth that has occurred since the
       preceding Valuation Date. The Committee shall allocate, in the manner
       described in section 4.3, among the remaining Plan Accounts, in the
       manner described in Articles III, IV, and V, any Company Contributions or
       forfeitures occurring since the preceding Valuation Date.

9.3    Procedure Upon Termination of Plan.

       If the Plan has been terminated or partially terminated, then, after the
       allocations required under section 9.2 have been completed, the Trustee
       shall distribute or transfer the Accounts of affected Employees as
       follows.

       (a)    If the affected Employee's Account has an aggregate value of
              $5,000 or less (calculated in accordance with applicable Treasury
              regulations), then the Trustee shall distribute the Employee's
              Account to the Employee in a single payment.

       (b)    If the affected Employee's Account has a value of more than $5,000
              (calculated in accordance with applicable Treasury regulations),
              then the Trustee shall distribute the Employee's Account to the
              Employee in either a single payment or a QJSA.

       (c)    In lieu of distributing Accounts under subsection (a) or (b), the
              Company may direct the Trustee to transfer the Employee's Account
              to another qualified defined contribution plan maintained by the
              Company or an Affiliated Entity.

       Any distribution or transfer made pursuant to this section shall be in
       cash. After all such distributions or transfers have been made, the
       Trustee shall be discharged from all obligation under the Trust; no
       Participant, Spouse, Alternate Payee, or beneficiary who has received any
       such distribution, or for whom any such transfer has been made, shall
       have any further right or claim under the Plan or Trust.

9.4    Amendment by Apache.

       Apache may at any time amend the Plan in any respect, without prior
       notice, subject to the following limitations. No amendment shall be made
       that would have the effect of vesting in the Company any part of the
       Trust Fund or of diverting any part of the Trust Fund to purposes other
       than for the exclusive benefit of Account Owners. The rights of any
       Account Owner with respect to contributions previously made shall not be
       adversely affected by any amendment. No amendment shall reduce or
       restrict, either directly or indirectly, the accrued benefit (within the
       meaning of Code section 411(d)(6)) of any Account Owner before the
       amendment, except as permitted by the Internal Revenue Service.



                                       24
<PAGE>

       If the vesting schedule is amended, each Participant with at least three
       Years of Service may elect, within the period specified in the following
       sentence after the adoption of the amendment, to have his or her
       nonforfeitable percentage computed under the Plan without regard to such
       amendment. The period during which the election may be made shall
       commence with the date the amendment is adopted and shall end on the
       latest of: (a) 60 days after the amendment is adopted; (b) 60 days after
       the amendment becomes effective; or (c) 60 days after the Participant is
       issued written notice of the amendment by the Company or Committee.
       Furthermore, no amendment shall decrease the nonforfeitable percentage,
       measured as of the later of the date the amendment is adopted or
       effective, of any Account Owner's Account.

       Each amendment shall be in writing. Each amendment shall be approved by
       Apache's Board of Directors (the "Board") or by an officer of Apache who
       is authorized by the Board to amend the Plan. Each amendment shall be
       executed by an officer of Apache to whom the Board has delegated the
       authority to execute the amendment.

ARTICLE X
PLAN ADOPTION BY AFFILIATED ENTITIES

10.1   Adoption of Plan.

       Apache may permit any Affiliated Entity to adopt the Plan and Trust for
       its Employees. Thereafter, such Affiliated Entity shall deliver to the
       Trustee a certified copy of the resolutions or other documents evidencing
       its adoption of the Plan and Trust.

10.2   Agent of Affiliated Entity.

       By becoming a party to the Plan, each Affiliated Entity appoints Apache
       as its agent with authority to act for the Affiliated Entity in all
       transactions in which Apache believes such agency will facilitate the
       administration of the Plan. Apache shall have the sole authority to amend
       and terminate the Plan.

10.3   Disaffiliation and Withdrawal from Plan.

       (a)    Disaffiliation. Any Affiliated Entity that has adopted the Plan
              and thereafter ceases for any reason to be an Affiliated Entity
              shall forthwith cease to be a party to the Plan.

       (b)    Withdrawal. Any Affiliated Entity may, by appropriate action and
              written notice thereof to Apache, provide for the discontinuance
              of its participation in the Plan. Such withdrawal from the Plan
              shall not be effective until the end of the Plan Year.

10.4   Effect of Disaffiliation or Withdrawal.

       If at the time of disaffiliation or withdrawal, the disaffiliating or
       withdrawing entity, by appropriate action, adopts a substantially
       identical plan that provides for direct transfers from this Plan, then,
       as to employees of such entity, no plan termination shall have occurred;
       the new plan shall be deemed a continuation of this Plan for such
       employees. In such case, the Trustee shall transfer to the trustee of the
       new plan all of the assets held for the benefit of employees of the
       disaffiliating or withdrawing entity, and no forfeitures or acceleration
       of vesting shall occur solely by reason of such action. Such payment
       shall operate as a complete discharge of the Trustee, and of all
       organizations except the disaffiliating or withdrawing entity, of all
       obligations under this Plan to employees of the disaffiliating or
       withdrawing entity and to their beneficiaries. A new plan shall not be
       deemed substantially identical to this Plan if it provides slower vesting
       than this Plan. Nothing in this section shall authorize the divesting of
       any vested portion of a Participant's Account.



                                       25
<PAGE>

10.5   Distribution Upon Disaffiliation or Withdrawal.

       (a)    Disaffiliation. If an entity disaffiliates from Apache and the
              provisions of section 10.4 are not followed, then the following
              rules apply to the Account of employees of the disaffiliating
              entity. If the disaffiliating entity maintains a defined
              contribution plan, and that plan will accept a direct transfer
              from this Plan, the Company may direct the Trustee to transfer the
              employee's Account to the other plan. Otherwise, the employee's
              Account shall remain in this Plan, and Article VI will govern the
              distribution of such Account.

       (b)    Withdrawal. If an Affiliated Entity withdraws from the Plan and
              the provisions of section 10.4 are not followed, then the
              following rules apply to the Accounts of Employees of the
              withdrawing entity. If the withdrawing entity maintains a defined
              contribution plan, and that plan will accept a direct transfer
              from this Plan, the Company may direct the Trustee to transfer the
              Employee's Account to the other plan. Otherwise, the Employee's
              Account shall remain in this Plan, and Article VI will govern the
              distribution of such Account.

ARTICLE XI
TOP-HEAVY PROVISIONS

11.1   Application of Top-Heavy Provisions.

       The provisions of this Article XII shall be applicable only if the Plan
       becomes "top-heavy" as defined below for any Plan Year. If the Plan
       becomes "top-heavy" as of the Determination Date for a Plan Year, the
       provisions of this Article XII shall apply to the Plan effective as of
       the first day of such Plan Year and shall continue to apply to the Plan
       until the Plan ceases to be "top-heavy" or until the Plan is terminated
       or otherwise amended.

11.2   Determination of Top-Heavy Status.

       The Plan shall be considered "top-heavy" for a Plan Year if, as of the
       Determination Date for that Plan Year, the aggregate of the Account
       balances (as calculated according to the regulations under Code section
       416) of Key Employees under this Plan (and under all other plans required
       or permitted to be aggregated with this Plan) exceeds 60% of the
       aggregate of the Account balances (as calculated according to the
       regulations under Code section 416) in this Plan (and under all other
       plans required or permitted to be aggregated with this Plan) of all
       current Employees and all former Employees who terminated employment
       within one year of the Determination Date. This ratio shall be referred
       to as the "top-heavy ratio." For purposes of determining the account
       balance of any Participant, (a) the balance shall be determined as of the
       Determination Date, (b) the balance shall also include any distributions
       to the Participant during the one-year period ending on the Determination
       Date, and (c) the balance shall also include, for distributions made for
       a reason other than separation from service or death or disability, any
       distributions to the Participant during the five-year period ending on
       the Determination Date. The Account balances of a Participant who had
       once been a Key Employee, but who is not a Key Employee during the Plan
       Year, shall not be taken into account. The following plans must be
       aggregated with this Plan for the top-heavy test: (a) a qualified plan
       maintained by the Company or an Affiliated Entity in which a Key Employee
       participated during this Plan Year or during the previous four Plan Years
       and (b) any other qualified plan maintained by the Company or an
       Affiliated Entity that enables this Plan or any plan described in clause
       (a) to meet the requirements of Code sections 401(a)(4) or 410. The
       following plans may be aggregated with this Plan for the top-heavy test:
       any qualified plan maintained by the Company or an Affiliated Entity
       that, in combination with the Plan or any plan required to be aggregated
       with this Plan when testing this Plan for top-heaviness, would satisfy
       the requirements of Code sections 401(a)(4) and 410. If one or more of
       the plans required or permitted to be aggregated with this Plan is a
       defined benefit plan, a Participant's "account balance" shall mean the
       present value of the Participant's accrued benefit. If the aggregation
       group includes more than one defined benefit plan, the same actuarial
       assumptions shall be used with respect to each such defined benefit plan.
       The foregoing top-heavy ratio shall be computed in accordance with the
       provisions of Code section 416(g), together with the regulations and
       rulings thereunder.



                                       26
<PAGE>

11.3   Special Vesting Rule.

       Unless section 5.1 provides for faster vesting, the amount credited to
       the Participant's Account shall vest in accordance with the following
       schedule during any top-heavy Plan Year:

<Table>
<Caption>
                  Completed Years of Service         Vested Percentage
                  --------------------------         -----------------
<S>                                                  <C>
                      fewer than 2                           0%
                            2                               20%
                            3                               40%
                            4                               60%
                            5                               80%
                       6 or more                           100%
</Table>

11.4   Special Minimum Contribution.

       Notwithstanding the provisions of section 3.1 and Article IV to the
       contrary, in every top-heavy Plan Year, a minimum allocation is required
       for each Non-Key Employee who both (a) performed one or more Hours of
       Service during the Plan Year as a Covered Employee after satisfying any
       eligibility requirement of section 2.1, and (b) was an Employee on the
       last day of the Plan Year. The minimum allocation shall be a percentage
       of each Non-Key Employee's Compensation. The percentage shall be the
       lesser of 3% or the largest percentage obtained for any Key Employee by
       dividing his or her Annual Additions (to this Plan and any other plan
       aggregated with this Plan) for the Plan Year by his or her Compensation
       for the Plan Year. If the Participant participates in both this Plan and
       the Apache Corporation 401(k) Savings Plan, then the Participant's
       minimum allocation to this Plan shall be reduced by any allocation of
       "Company Contributions" or forfeitures treated as Company Contributions
       that he or she receives in that plan for the Plan Year.

11.5   Change in Top-Heavy Status.

       If the Plan ceases to be a "top-heavy" plan as defined in this Article
       XII, and if any change in the benefit structure, vesting schedule, or
       other component of a Participant's accrued benefit occurs as a result of
       such change in top-heavy status, the nonforfeitable portion of each
       Participant's benefit attributable to Company Contributions shall not be
       decreased as a result of such change. In addition, each Participant with
       at least three Years of Service with the Company and Affiliated Entities
       on the date of such change may elect to have the nonforfeitable
       percentage computed under the Plan without regard to such change in
       status. The period during which the election may be made shall commence
       on the date the Plan ceases to be a top-heavy plan and shall end on the
       later of (a) 60 days after the change in status occurs, (b) 60 days after
       the change in status becomes effective, or (c) 60 days after the
       Participant is issued written notice of the change by the Company or the
       Committee.

ARTICLE XII
MISCELLANEOUS

12.1   RIGHT TO DISMISS EMPLOYEES - NO EMPLOYMENT CONTRACT.

       THE COMPANY AND AFFILIATED ENTITIES MAY TERMINATE THE EMPLOYMENT OF ANY
       EMPLOYEE AS FREELY AND WITH THE SAME EFFECT AS IF THIS PLAN WERE NOT IN
       EXISTENCE. PARTICIPATION IN THIS PLAN BY AN EMPLOYEE SHALL NOT CONSTITUTE
       AN EXPRESS OR IMPLIED CONTRACT OF EMPLOYMENT BETWEEN THE COMPANY OR AN
       AFFILIATED ENTITY AND THE EMPLOYEE.

12.2   Claims Procedure.

       (a)    The Participant, the Participant's beneficiary, or the authorized
              representative of the claimant shall file all claims, by
              completing any procedures that the Committee requires. These
              procedures shall be



                                       27
<PAGE>

              reasonable and may include the completion of forms and the
              submission of documents and additional information.

       (b)    The Committee shall review all materials and shall decide whether
              to approve or deny the claim. If a claim is denied in whole or in
              part, written notice of denial shall be furnished by the Committee
              to the claimant within 90 days after the receipt of the claim by
              the Committee, unless special circumstances require an extension
              of time for processing the claim, in which event notification of
              the extension shall be provided to the claimant and the extension
              shall not exceed 90 days. The written notice shall set forth the
              specific reasons for such denial, specific reference to pertinent
              Plan provisions, a description of any additional material or
              information necessary for the claimant to perfect the claim and an
              explanation of why such material or information is necessary, all
              written in a manner calculated to be understood by the claimant.
              The notice shall include appropriate information as to the steps
              taken if the claimant wishes to submit the denied claim for
              review. The claimant may request a review upon written
              application, may review pertinent documents, and may submit issues
              or comments in writing. The claimant must request a review within
              the reasonable period of time prescribed by the Committee. In no
              event shall such a period of time be less than 60 days. The
              Committee shall decide all reviews of denied claims. A decision on
              review shall be rendered within 60 days of the receipt of request
              for review by the Committee. If special circumstances require a
              further extension of time for processing, a decision shall be
              rendered not later than 120 days following the Committee's receipt
              of the request for review. If such an extension of time for review
              is required, written notice of the extension shall be furnished to
              the claimant prior to the commencement of the extension. The
              Committee's decision on review shall be furnished to the claimant.
              Such decision shall be in writing and shall include specific
              reasons for the decision, written in a manner calculated to be
              understood by the claimant, as well as specific references to the
              pertinent Plan provisions on which the decision is based.

       (c)    The Committee shall have total discretionary authority to
              determine eligibility, status, and the rights of all individuals
              under the Plan and to construe any and all terms of the Plan.

12.3   Source of Benefits.

       All benefits payable under the Plan shall be paid solely from the Trust
       Fund, and the Company and Affiliated Entities assume no liability or
       responsibility therefor.

12.4   Exclusive Benefit of Employees.

       It is the intention of the Company that no part of the Trust, other than
       as provided in sections 3.3, 8.2, and 12.9 hereof and the Trust
       Agreement, ever to be used for or diverted for purposes other than for
       the exclusive benefit of Participants, Alternate Payees, and their
       beneficiaries, and that this Plan shall be construed to follow the spirit
       and intent of the Code and ERISA.

12.5   Forms of Notices.

       Wherever provision is made in the Plan for the filing of any notice,
       election, or designation by a Participant, Spouse, Alternate Payee, or
       beneficiary, the action of such individual may be evidenced by the
       execution of such form as the Committee may prescribe for the purpose.
       The Committee may also prescribe alternate methods for filing any notice,
       election, or designation (such as telephone voice-response or e-mail).

12.6   Failure of Any Other Entity to Qualify.

       If any entity adopts this Plan but fails to obtain or retain the
       qualification of the Plan under the applicable provisions of the Code,
       such entity shall withdraw from this Plan upon a determination by the
       Internal Revenue Service that it has failed to obtain or retain such
       qualification. Within 30 days after the date of such determination, the
       assets of the Trust Fund held for the benefit of the Employees of such
       entity shall be separately accounted for and disposed of in accordance
       with the Plan and Trust.



                                       28
<PAGE>

12.7   Notice of Adoption of the Plan.

       The Company shall provide each of its Employees with notice of the
       adoption of this Plan, notice of any amendments to the Plan, and notice
       of the salient provisions of the Plan prior to the end of the first Plan
       Year. A complete copy of the Plan shall also be made available for
       inspection by Employees and Account Owners.

12.8   Plan Merger.

       If this Plan is merged or consolidated with, or its assets or liabilities
       are transferred to, any other qualified plan of deferred compensation,
       each Participant shall be entitled to receive a benefit immediately after
       the merger, consolidation, or transfer that is equal to or greater than
       the benefit the Participant would have been entitled to receive
       immediately before the merger, consolidation, or transfer if this Plan
       had then been terminated.

12.9   Inalienability of Benefits - Domestic Relations Orders.

       (a)    Except as provided in subsection 6.1(e), relating to disclaimers,
              and subsections (b) and (g) below, no Account Owner shall have any
              right to assign, alienate, transfer, or encumber his or her
              interest in any benefits under this Plan, nor shall such benefits
              be subject to any legal process to levy upon or attach the same
              for payment of any claim against any such Account Owner.

       (b)    Subsection (a) shall apply to the creation, assignment, or
              recognition of a right to any benefit payable with respect to a
              Participant pursuant to a Domestic Relations Order unless such
              Domestic Relations Order is a QDRO, in which case the Plan shall
              make payment of benefits in accordance with the applicable
              requirements of any such QDRO.

       (c)    In order to be a QDRO, the Domestic Relations Order must satisfy
              the requirements of Code section 414(p) and ERISA section
              206(d)(3). In particular, the Domestic Relations Order: (i) must
              specify the name and the last known mailing address of the
              Participant; (ii) must specify the name and mailing address of
              each Alternate Payee covered by the order; (iii) must specify
              either the amount or percentage of the Participant's benefits to
              be paid by the Plan to each such Alternate Payee, or the manner in
              which such amount or percentage is to be determined; (iv) must
              specify the number of payments or period to which such order
              applies; (v) must specify each plan to which such order applies;
              (vi) may not require the Plan to provide any type or form of
              benefit, or any option, not otherwise provided under the Plan,
              subject to the provisions of subsection (f); (vii) may not require
              the Plan to provide increased benefits (determined on the basis of
              actuarial value); and (viii) may not require the payment of
              benefits to an Alternate Payee if such benefits have already been
              designated to be paid to another Alternate Payee under another
              order previously determined to be a QDRO.

       (d)    In the case of any payment before an Employee has separated from
              service, a Domestic Relations Order shall not be treated as
              failing to meet the requirements of subsection (c) solely because
              such order requires that payment of benefits be made to an
              Alternate Payee (i) on or after the dates specified in subsection
              (f), (ii) as if the Employee had retired on the date on which such
              payment is to begin under such order (but taking into account only
              the Account balance on such date), and (iii) in any form in which
              such benefits may be paid under the Plan to the Employee. For
              purposes of this subsection, the Account balance as of the date
              specified in the QDRO shall be the vested portion of the
              Employee's Account on such date.

       (e)    The Committee shall establish reasonable procedures to determine
              the qualified status of Domestic Relations Orders and to
              administer distributions under QDROs. Such procedures shall be in
              writing and shall permit an Alternate Payee to designate a
              representative to receive copies of notices. The Committee shall
              temporarily suspend distributions and withdrawals from the
              Participant's Accounts, except to the extent necessary to make the
              required minimum distributions under Code section 401(a)(9), when
              the Committee receives a Domestic Relations Order or a draft of
              such an order that affects the Participant's Accounts or when one
              or the following individuals informs the Committee,



                                       29
<PAGE>

              orally or in writing, that a QDRO is in process or may be in
              process: the Participant, a prospective Alternate Payee, or
              counsel for the Participant or a prospective Alternate Payee. The
              Committee shall promulgate reasonable and non-discriminatory rules
              regarding such suspensions, including but not limited to how long
              such suspensions remain in effect. However, the Participant may
              receive such distributions and withdrawals from the Plan, subject
              to the rules of Article VI, as are consented to in writing by all
              prospective Alternate Payees identified in the Domestic Relations
              Order or, in the absence of a Domestic Relations Order, as are
              consented to in writing by the prospective Alternate Payee(s) who
              informed the Committee that a QDRO was in process or may be in
              process. When the Committee receives a Domestic Relations Order it
              shall promptly notify the Participant and each Alternate Payee of
              such receipt and provide them with copies of the Plan's procedures
              for determining the qualified status of the order. Within a
              reasonable period after receipt of a Domestic Relations Order, the
              Committee shall determine whether such order is a QDRO and notify
              the Participant and each Alternate Payee of such determination.
              During any period in which the issue of whether a Domestic
              Relations Order is a QDRO is being determined (by the Committee,
              by a court of competent jurisdiction, or otherwise), the Committee
              shall separately account for the amounts payable to the Alternate
              Payee if the order is determined to be a QDRO. If the order (or
              modification thereof) is determined to be a QDRO within 18 months
              after the date the first payment would have been required by such
              order, the Committee shall pay the amounts separately accounted
              for (plus any interest thereon) to the individual(s) entitled
              thereto. However, if the Committee determines that the order is
              not a QDRO, or if the issue as to whether such order is a QDRO has
              not been resolved within 18 months after the date of the first
              payment would have been required by such order, then the Committee
              shall pay the amounts separately accounted for (plus any interest
              thereon) to the individual(s) who would have been entitled to such
              amounts if there had been no order. Any determination that an
              order is a QDRO that is made after the close of the 18-month
              period shall be applied prospectively only. If the Plan's
              fiduciaries act in accordance with fiduciary provision of ERISA in
              treating a Domestic Relations Order as being (or not being) a QDRO
              or in taking action in accordance with this subsection, then the
              Plan's obligation to the Participant and each Alternate Payee
              shall be discharged to the extent of any payment made pursuant to
              the acts of such fiduciaries.

       (f)    The Alternate Payee shall have the following rights under the
              Plan:

              (i)    Small Accounts. If the value of the nonforfeitable portion
                     of an Alternate Payee's Account is $5,000 or less, the
                     Alternate Payee shall receive a single payment of the
                     distributable amount as soon as practicable, provided that
                     the value is $5,000 or less when the distribution is
                     processed. The Committee may elect to check the value of
                     the Alternate Payee's Account on an occasional (rather than
                     a daily) basis, to determine whether this paragraph
                     applies.

              (ii)   Single Payment or Annuity. This paragraph applies only if
                     paragraph (i) does not apply. The only form of payment
                     available to an Alternate Payee who is not the Spouse or
                     former Spouse of the Participant is a single payment of the
                     distributable amount (measured at the time the payment is
                     processed). An Alternate Payee who is the Spouse or former
                     Spouse of the Participant may choose between a single
                     payment of the distributable amount or an annuity. If the
                     Alternate Payee is awarded more than the distributable
                     amount, the Alternate Payee shall initially receive a
                     distribution of the distributable amount, with additional
                     distributions made as soon as administratively convenient
                     after more of the amount awarded to the Alternate Payee
                     becomes distributable.

              (iii)  Timing of Distribution. This paragraph applies only if
                     paragraph (i) does not apply. Subject to the limits imposed
                     by this paragraph, the Alternate Payee may choose (or the
                     QDRO may specify) the date of the distribution. The
                     distribution to the Alternate Payee may occur at any time
                     after the Committee determines that the Domestic Relations
                     Order is a QDRO and before the Participant's Required
                     Beginning Date (unless the order is determined to be a QDRO
                     after the Participant's Required Beginning Date, in which
                     case the distribution to the Alternate Payee shall be made
                     as soon as administratively practicable after the order is
                     determined to be a QDRO).

              (iv)   Death of Alternate Payee. The Alternate Payee may designate
                     one or more beneficiaries, as specified in section 6.1.
                     When the Alternate Payee dies, the Alternate Payee's
                     beneficiary shall



                                       30
<PAGE>

                     receive a complete distribution of the distributable amount
                     in a single payment as soon as administratively convenient.

              (v)    Investing. An Alternate Payee may direct the investment of
                     his Account pursuant to section 8.3.

              (vi)   Claims. The Alternate Payee may bring claims against the
                     Plan pursuant to section 12.2.

       (g)    Subsection (a) shall not apply to any offset of a Participant's
              benefits against an amount that the Participant is ordered or
              required to pay to the Plan if the following conditions are met.

              (i)    The order or requirement to pay must arise (A) under a
                     judgment of conviction for a crime involving the Plan, (B)
                     under a civil judgment (including a consent order or
                     decree) entered by a court in an action brought in
                     connection with a violation (or alleged violation) of part
                     4 of subtitle B of title I of ERISA, or (C) pursuant to a
                     settlement agreement between the Secretary of Labor and the
                     Participant, or a settlement agreement between the Pension
                     Benefit Guaranty Corporation and the Participant, in
                     connection with a violation (or alleged violation) of part
                     4 of subtitle B of title I of ERISA by a fiduciary or any
                     other person.

              (ii)   The judgment, order, decree, or settlement agreement must
                     expressly provide for the offset of all or part of the
                     amount ordered or required to be paid to the Plan against
                     the Participant's benefits provided under the Plan.

              (iii)  If the Participant is married at the time at which the
                     offset is to be made, (A) either the Participant's Spouse
                     must have already waived his or her right to a QPSA and
                     QJSA or the Participant's Spouse must consent in writing to
                     such offset with such consent witnessed by a notary public
                     or representative of the Plan (or it is established to the
                     satisfaction of a Plan representative that such consent may
                     not be obtained by reason of circumstances described in
                     Code section 417(a)(2)(B)), or (B) the Participant's Spouse
                     is ordered or required in such judgment, order, decree, or
                     settlement to pay an amount to the Plan in connection with
                     a violation of part 4 of subtitle B of title I of ERISA, or
                     (C) in such judgment, order, decree, or settlement, the
                     Participant's Spouse retains the right to receive a
                     survivor annuity under a qualified joint and survivor
                     annuity pursuant to Code section 401(a)(11)(A)(i) and under
                     a qualified preretirement survivor annuity provided
                     pursuant to Code section 401(a)(11)(A)(ii). The value of
                     the Spouse's survivor annuity in subparagraph (C) shall be
                     determined as if the Participant terminated employment on
                     the date of the offset, there was no offset, the Plan
                     permitted commencement of benefits only on or after Normal
                     Retirement Age, the Plan provided only the
                     "minimum-required qualified joint and survivor annuity,"
                     and the amount of the qualified preretirement survivor
                     annuity under the Plan is equal to the amount of the
                     survivor annuity payable under the "minimum-required
                     qualified joint and survivor annuity." For purposes of this
                     paragraph only, the "minimum-required qualified joint and
                     survivor annuity" is the qualified joint and survivor
                     annuity which is the actuarial equivalent of the
                     Participant's accrued benefit (within the meaning of Code
                     section 411(a)(7)) and under which the survivor annuity is
                     50% of the amount of the annuity which is payable during
                     the joint lives of the Participant and his or her Spouse.

       (h)    The Committee shall temporarily suspend distributions and
              withdrawals from a Participant's Accounts, except to the extent
              necessary to make the required minimum distributions under Code
              section 401(a)(9), when the Committee has reason to believe that
              the Plan may be entitled to an offset of the Participant's
              benefits described in subsection (g). The Committee shall
              promulgate reasonable and non-discriminatory rules regarding such
              suspensions, including but not limited to how long such
              suspensions remain in effect.

12.10  Payments Due Minors or Incapacitated Individuals.

       If any individual entitled to payment under the Plan is a minor, the
       Committee shall cause the payment to be made to the custodian or
       representative who, under the state law of the minor's domicile, is
       authorized to



                                       31
<PAGE>

       receive funds on behalf of the minor. If any individual entitled to
       payment under this Plan has been legally adjudicated to be mentally
       incompetent or incapacitated, the Committee shall cause the payment to be
       made to the custodian or representative who, under the state law of the
       incapacitated individual's domicile, is authorized to receive funds on
       behalf of the incapacitated individual. Payments made pursuant to such
       power shall operate as a complete discharge of the Trust Fund, the
       Trustee, and the Committee.

12.11  Uniformity of Application.

       The provisions of this Plan shall be applied in a uniform and
       non-discriminatory manner in accordance with rules adopted by the
       Committee, which rules shall be systematically followed and consistently
       applied so that all individuals similarly situated shall be treated
       alike.

12.12  Disposition of Unclaimed Payments.

       Each Participant, Alternate Payee, or beneficiary with an Account balance
       in this Plan must file with the Committee from time to time in writing
       his or her address, the address of each beneficiary (if applicable), and
       each change of address. Any communication, statement, or notice addressed
       to such individual at the last address filed with the Committee (or if no
       address is filed with the Committee then at the last address as shown on
       the Company's records) will be binding on such individual for all
       purposes of the Plan. Neither the Committee nor the Trustee shall be
       required to search for or locate any missing individual. If the Committee
       notifies an individual that he or she is entitled to a distribution and
       also notifies him or her that a failure to respond may result in a
       forfeiture of benefits, and the individual fails to claim his or her
       benefits under the Plan or make his or her address known to the Committee
       within a reasonable period of time after the notification, then the
       benefits under the Plan of such individual shall be forfeited. Any amount
       forfeited pursuant to this section shall be allocated pursuant to section
       5.5. If the individual should later make a claim for this forfeited
       amount, the Company shall, if the Plan is still in existence, make a
       special contribution to the Plan equal to the forfeiture, and such amount
       shall be distributed to the individual; if the Plan is not then in
       existence, the Company shall pay the amount of the forfeiture to the
       individual.

12.13  Applicable Law.

       This Plan shall be construed and regulated by ERISA, the Code, and,
       unless otherwise specified herein and to the extent applicable, the laws
       of the State of Texas, excluding any conflicts-of-law provisions.

ARTICLE XIII
UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994

13.1   General.

       (a)    The Uniformed Services Employment and Reemployment Rights Act of
              1994 (the "USERRA"), which is codified at 38 USCA Sections
              4301-4318, confers certain rights on individuals who leave
              civilian employment to perform certain services in the Armed
              Forces, the National Guard, the commissioned corps of the Public
              Health Service, or in any other category designated by the
              President of the United States in time of war or emergency
              (collectively, the "Uniformed Services"). An Employee who joins
              the Uniformed Services shall be referred to as a "Serviceman" in
              this Article. This Article shall be interpreted to provide such
              individuals with all the benefits required by the USERRA but no
              greater benefits than those required by the USERRA. This Article
              shall supersede any contrary provisions in the remainder of the
              Plan.

       (b)    When a Serviceman leaves the Uniformed Services, he or she may
              have reemployment rights with the Company or Affiliated Entities,
              depending on many factors, including the length of his or her stay
              in the Uniformed Services and the type of discharge he or she
              received. When this Article speaks of the date a Serviceman's
              potential USERRA reemployment rights expire, it means the date on
              which the Serviceman fails to qualify for reemployment rights (if,
              for example, he or she is dishonorably discharged, or remains in
              the Uniformed Services for more than 5 years) or, if the
              Serviceman obtains



                                       32
<PAGE>

              reemployment rights, the date his or her reemployment rights lapse
              because the Serviceman failed to timely exercise those rights.

13.2   While a Serviceman.

       In general, a Serviceman shall be treated as an Employee while he or she
       continues to receive wages from the Company or an Affiliated Entity, and
       once the Serviceman's wages from the Company or Affiliated Entity cease,
       the Serviceman shall be treated as if he or she were on an approved,
       unpaid leave of absence.

       (a)    Company Contributions. Wages paid by the Company to a Serviceman
              shall be included in his or her Compensation as if the Serviceman
              were an Employee. If the Employee was a Covered Employee when he
              or she became a Serviceman and his or her wages continue through
              the last day of a Plan Year, then (i) the Serviceman shall be
              treated as an "eligible Participant" under subsection 3.1(a) for
              that Plan Year (and shall therefore receive an allocation of
              Company Mandatory Contributions); and (ii) he or she shall be
              treated as an Employee under subsection 11.4(a) (and, if he or she
              is a Non-Key Employee, he or she shall therefore receive any
              minimum required allocation if the Plan is top-heavy).

       (b)    Investments. If the Serviceman has an account balance in the Plan,
              he or she is an Account Owner and may therefore direct the
              investment of his or her Accounts pursuant to section 8.3.

       (c)    Distributions and Withdrawals. For purposes of Article VI
              (relating to distributions), the Serviceman shall be treated as an
              Employee until the day on which his or her potential USERRA
              reemployment rights expire. See section 13.3 once his or her
              potential USERRA rights expire.

       (d)    QDROs. QDROs shall be processed while the Participant is a
              Serviceman. The Committee has the discretion to establish special
              procedures under subsection 12.9(e) for Servicemen, by, for
              example, extending the usual deadlines to accommodate any
              practical difficulties encountered by the Serviceman that are
              attributable to his or her service in the Uniformed Services.

13.3   Failure to Return.

       (a)    If a Serviceman is not reemployed before his or her potential
              USERRA reemployment rights expire, the Committee shall determine
              his or her Termination from Service Date by treating his or her
              service in the Uniformed Services as an approved leave of absence
              but treating the expiration of his or her potential USERRA
              reemployment rights as the failure to timely return from his or
              her leave of absence, with the consequence that his or her
              Termination from Service Date will generally be the earlier of the
              date his or her potential USERRA rights expired or one year after
              the date he or she joined the Uniformed Services. Once his or her
              Termination from Service Date has been determined, the Committee
              shall determine his or her vested percentage. For purposes of
              Article VI (relating to distributions), the day the Serviceman's
              potential USERRA reemployment rights expired shall be treated as
              the day he or she terminated employment with the Company and
              Affiliated Entities. For purposes of subsection 5.2(c) (relating
              to the timing of forfeitures), the Serviceman's last day of
              employment shall be the day his or her potential USERRA
              reemployment rights expired.

       (b)    If the Company or an Affiliated Company hires a former Serviceman
              after his or her potential USERRA reemployment rights have
              expired, he or she shall be treated like any other former employee
              who is rehired.



                                       33
<PAGE>

13.4   Return From Uniformed Service.

       This section applies solely to a Serviceman who returns to employment
       with the Company or an Affiliated Entity because he or she exercised his
       or her reemployment rights under the USERRA.

       (a)    Credit for Service. A Serviceman's length of time in the Uniformed
              Services shall be treated as service with the Company for purposes
              of vesting and determining his or her eligibility to participate
              in the Plan upon reemployment.

       (b)    Participation. If the Serviceman satisfies the eligibility
              requirements of section 2.1 before his or her reemployment, and he
              or she is a Covered Employee upon his or her reemployment, he or
              she may participate in the Plan immediately upon his or her
              return.

       (c)    Make-Up Company Mandatory Contribution. The Company shall
              contribute an additional contribution to a Serviceman's Account
              equal to the Company Mandatory Contribution (including any
              forfeitures treated as Company Mandatory Contributions) that would
              have been allocated to such Account if the Serviceman had remained
              employed during his or her time in the Uniformed Services, and had
              earned his or her Deemed Compensation during that time. See
              subsection (e) for guidance on applying the various limits
              contained in the Code to the calculation of the additional
              mandatory contribution.

       (d)    Make-Up Miscellaneous Contributions. The Company shall contribute
              to the Serviceman's Accounts any top-heavy minimum contribution he
              or she would have received pursuant to section 11.4, (including
              any forfeitures treated as top-heavy minimum contributions) if he
              or she had remained employed during his or her time in the
              Uniformed Services, and had earned Deemed Compensation during that
              time. See subsection (e) for guidance on applying the various
              limits contained in the Code to the calculation of the top-heavy
              minimum contribution.

       (e)    Application of Limitations.

              (i)    The make-up contributions under subsections (c) and (d)
                     (the "Make-Up Contributions") shall be ignored for purposes
                     of determining the Company's maximum contribution under
                     subsection 3.1(c), the limits on Annual Additions under
                     section 3.4, the non-discrimination requirements of Code
                     section 401(a)(4), and (if the Serviceman is a Key
                     Employee) calculating the minimum required top-heavy
                     contribution under section 11.4.

              (ii)   In order to determine the maximum Make-Up Contributions,
                     the following limitations shall apply.

                     (A)    The Serviceman's "Aggregate Compensation" for each
                            year shall be calculated. His or her Aggregate
                            Compensation shall be equal to his or her actual
                            Compensation, plus his or her Deemed Compensation
                            that would have been paid during that year. Each
                            type of Aggregate Compensation (for benefit
                            purposes, for purposes of determining whether the
                            Serviceman is a Highly Compensated Employee, etc.)
                            shall be determined separately.

                     (B)    The Serviceman's Aggregate Compensation each Plan
                            Year shall be limited to the dollar limit in effect
                            for that Plan Year under Code section 401(a)(17),
                            for the purposes and in the manner specified in
                            subsection 1.11(d).

                     (C)    The limits of subsection 3.1(c) (relating to the
                            maximum contribution by the Company to the Plan) for
                            each Plan Year shall be calculated by using the
                            Serviceman's Aggregate Compensation for that Plan
                            Year, and by treating the Make-Up Contributions that
                            are attributable to that Plan Year's Deemed
                            Compensation as having been made during that Plan
                            Year.

                     (D)    The limits of section 3.4 (relating to the maximum
                            Annual Additions to a Participant's Accounts) shall
                            be calculated for each Limitation Year by using the
                            Serviceman's Aggregate



                                       34
<PAGE>

                            Compensation for that Limitation Year, and by
                            treating as Annual Additions all the Make-Up
                            Contributions that are attributable to that
                            Limitation Year's Deemed Compensation.

       (f)    Deemed Compensation. A Serviceman's Deemed Compensation is the
              Compensation that he or she would have received (including raises)
              had he or she remained employed by the Company or Affiliated
              Entity during his or her time in the Uniformed Services, unless it
              is not reasonably certain what his or her Compensation would have
              been, in which case his or her Deemed Compensation shall be based
              on his or her average rate of compensation during the 12 months
              (or, if shorter, his or her period of employment with the Company
              and Affiliated Entities) immediately before he or she entered the
              Uniformed Services. A Serviceman's Deemed Compensation shall be
              reduced by any Compensation actually paid to him or her during his
              or her time in the Uniformed Services (such as vacation pay).
              Deemed Compensation shall cease when the Serviceman's potential
              USERRA reemployment rights expire. Each type of Deemed
              Compensation (for benefit purposes, for purposes of determining if
              the Serviceman is a Highly Compensated Employee, etc.) shall be
              determined separately.

                                       APACHE CORPORATION



Date: 10/21/02                         By: /s/ Jeffery M. Bender
      -----------------------              -------------------------------------

                                       Title: Vice President - Human Resources
                                              ----------------------------------



                                       35
<PAGE>

                                   APPENDIX A

                             PARTICIPATING COMPANIES

The following Affiliated Entities were actively participating in the Plan as of
the following dates:

<Table>
<Caption>
                                                        Participation                          Participation
                   Business                              Began As Of                            Ended As Of
                   --------                             -------------                          -------------
<S>                                                    <C>                                     <C>
       Apache International, Inc.                      January 1, 1997                              N/A

       Apache Energy Resources                         January 1, 1997                              N/A
       Corporation (Known as Hadson
       Energy Resources Corporation
       before January 1, 1995)

       Apache Canada Ltd.                              January 1, 1997                              N/A
</Table>



                             -- END OF APPENDIX A --

                                       A-1
<PAGE>

                                   APPENDIX B

                   DEKALB ENERGY COMPANY / APACHE CANADA LTD.

                                  INTRODUCTION

Through a merger effective as of May 17, 1995, Apache then held 100% of the
stock of DEKALB Energy Company (which has been renamed Apache Canada Ltd.).

Capitalized terms in this Appendix have the same meanings as those given to them
in the Plan. The regular terms of the Plan shall apply to the employees of
Apache Canada Ltd., except as provided below.

                           ELIGIBILITY TO PARTICIPATE

Notwithstanding section 1.12, an employee of Apache Canada Ltd. shall be a
Covered Employee only if (1) he or she is either a U.S. citizen or a U.S.
resident, and (2) he or she was employed by Apache or another Company
immediately before becoming an employee of Apache Canada Ltd.

                                 VESTING SERVICE

For any individual who becomes an employee of Apache on or after May 17, 1995,
his or her Period of Service shall include any periods of employment before May
17, 1995, with DEKALB Energy Company or any business then treated as a single
employer with DEKALB Energy Company pursuant to Code section 414(b), 414(c),
414(m), or 414(o).

                                  COMPENSATION

If the payroll of the Apache Canada Ltd. employee is handled in the United
States, then the definitions of Compensation in section 1.11 shall apply. To the
extent that the payroll of the Apache Canada Ltd. employee is handled outside of
the United States, the following definitions of Compensation shall apply in lieu
of the definitions found in subsections 1.11(a) and 1.11(b):

       (a)    Code Section 415 Compensation. For purposes of determining the
              limitation on Annual Additions under section 3.4 and the minimum
              contribution under section 11.4 when the Plan is top-heavy,
              Compensation shall mean foreign earned income (within the meaning
              of Code section 911(b)) paid by the Company or an Affiliated
              Entity, and elective contributions that are not includable in the
              Employee's income pursuant to Code sections 125, 402(e)(3),
              402(h), 403(b), 408(p), or 457. For purposes of section 3.4,
              Compensation shall be measured over a Limitation Year. For
              purposes of section 11.4, Compensation shall be measured over a
              Plan Year.

       (b)    Code Section 414(q) Compensation. For purposes of identifying
              Highly Compensated Employees and Key Employees, Compensation shall
              have the same meaning as in paragraph (a), except that
              Compensation shall be measured over a Plan Year and shall not
              include any amounts accrued by, but not paid to, the Employee
              during the Plan Year.



                             -- END OF APPENDIX B -

                                       B-1
<PAGE>

                                   APPENDIX C

                             CORPORATE TRANSACTIONS

Over the years, the Company has engaged in numerous corporate transactions, both
acquisitions and sales. This Appendix contains any special service-crediting
provisions that apply to employees affected by the corporate transaction (both
those who are hired by the Company and those whose employment is terminated).

                                      SALES

The following Participants are fully vested in their Accounts in this Plan, on
the following dates:

[none, as of July 1, 2001]

                                  ACQUISITIONS

A Period of Service for vesting purposes for a New Employee (listed below) shall
be determined by treating all periods of employment with the Former Employer
Controlled Group as periods of employment with Apache. The "Former Employer
Controlled Group" means the Former Employer (listed below), its predecessor
company/ies, and any business while such business was treated as a single
employer with the Former Employer or predecessor company pursuant to Code
section 414(b), 414(c), 414(m), or 414(o).

The following individuals are "New Employees" and the following companies are
"Former Employers":

<Table>
<Caption>
             Former Employer                                                   New Employees
             ---------------                                                   -------------
<S>                                                     <C>
Crescendo Resources, L.P. ("Crescendo")                 All individuals hired from April 30, 2000 through June 1,
                                                        2000 from Crescendo and related companies in connection
                                                        with an April 30, 2000 asset acquisition from Crescendo.

Collins & Ware ("C&W") and Longhorn Disposal,           All individuals hired from C&W, Longhorn, and related
Inc. ("Longhorn")                                       companies in connection with a May 23, 2000 asset
                                                        acquisition from C&W and Longhorn.

Occidental Petroleum Corporation ("Oxy")                All individuals hired from Oxy and related companies in
                                                        connection with an August 2000 asset acquisition from an
                                                        Oxy subsidiary.
</Table>



                              --END OF APPENDIX C--

                                       C-1