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                                                                    Exhibit 4.5

                               APACHE CORPORATION
                             DEFERRED DELIVERY PLAN

     As Amended and Restated December 18, 2002, Effective as of May 2, 2002


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                               TABLE OF CONTENTS

ARTICLE I - Definitions.......................................................1

         1.01     Definitions.................................................1
         1.02     Headings; Gender and Number.................................3

ARTICLE II - Eligibility and Participation....................................3

         2.01     Eligibility and Participation...............................3
         2.02     Election....................................................4
         2.03     Failure of Eligibility......................................4

ARTICLE III - Contribution Deferrals..........................................4

         3.01     Participant Deferrals.......................................4
         3.02     Company Match...............................................6
         3.03     Deferral of Deferred Restricted Units.......................6

ARTICLE IV - Investment of Deferrals and Accounting; Voting...................6

         4.01     Investments.................................................6
         4.02     Voting......................................................7

ARTICLE V - Distributions.....................................................7

         5.01     Vesting.....................................................7
         5.02     Distribution During Employment..............................8
         5.03     Distribution After Employment...............................9
         5.04     Distribution After Participant's Death.....................10
         5.05     Withholding................................................10

ARTICLE VI - Administration..................................................11

         6.01     Committee to Administer and Interpret Plan.................11
         6.02     Organization of Committee..................................11
         6.03     Agent for Process..........................................11
         6.04     Determination of Committee Final...........................11

ARTICLE VII - Trust..........................................................11

         7.01     Trust Agreement............................................11
         7.02     Expenses of Trust..........................................12

ARTICLE VIII - Amendment and Termination.....................................12

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         8.01     Amendment..................................................12
         8.02     Sucessors and Assigns; Termination of Plan.................12

ARTICLE IX - Stock Subject to the Plan.......................................13

         9.01     Number of Shares...........................................13
         9.02     Other Shares of Stock......................................13
         9.03     Adjustments for Stock Split, Stock Dividend, Etc...........13
         9.04     Dividend Payable in Stock of Another Corpoaration, Etc.....14
         9.05     Other Changes in Stock.....................................14
         9.06     Rights to Subscribe........................................14
         9.07     Change of Control..........................................15
         9.08     General Adjustment Rules...................................15
         9.09     Determination by the Committee, Etc........................15

ARTICLE X - Reorganization and Liquidation...................................15

ARTICLE XI - Miscellaneous...................................................16

         11.01     Funding of Benefits - No Fiduciary Relationship...........16
         11.02     Right to Terminate Employment.............................16
         11.03     Inalienability of Benefits................................16
         11.04     Claims Procedure..........................................17
         11.05     Disposition of Unclaimed Distributions....................17
         11.06     Distributions Due Infants or Incompetents.................18
         11.07     Governing Law.............................................18

ANNEX A - Stock Bonus Award Provisions......................................A-1

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                               APACHE CORPORATION
                             DEFERRED DELIVERY PLAN
                   AS AMENDED AND RESTATED DECEMBER 18, 2002



         Apache Corporation ("Apache"), a Delaware corporation (hereinafter
referred to, together with its Affiliated Entities (as defined below), as the
"Company" except where the context otherwise requires), established the Apache
Corporation Deferred Delivery Plan, effective as of February 10, 2000. The Plan
(as defined below) provides Participants (as defined below) with an opportunity
to defer income and permits the grant of Stock Bonus Awards (as defined below)
to Participants selected by the Committee (as defined below), in consideration
of the valuable past services provided by Participants to the Company.


         The Plan is intended to provide Participants with added incentives and
to induce them to remain in the employ of the Company. The Company intends that
the Plan shall not be treated as a "funded" plan for purposes of either the
Code or the Employee Retirement Income Security Act of 1974, as amended
("ERISA").


                                   ARTICLE I
                                  DEFINITIONS

1.01  Definitions

         Defined terms used in this Plan shall have the meanings set forth
below:

         (a)      "Account" means the memorandum account maintained for each
                  Participant to which shall be credited all Deferred Amounts
                  (including any Stock Bonus Award), all Company Match made on
                  behalf of a Participant, all Deferred Restricted Units, and
                  all adjustments thereto.

         (b)      "Affiliated Entity" means any corporation or other legal
                  entity (including but not limited to a partnership) which is
                  affiliated with Apache through stock ownership or otherwise
                  and is treated as a common employer under the provisions of
                  Sections 414(b) and (c) or any successor sections of the
                  Code.

         (c)      "Code" means the Internal Revenue Code of 1986, as amended.

         (d)      "Committee" means the Stock Option Plan Committee of Apache's
                  Board of Directors. The Committee shall be constituted at all
                  times so as to permit the plan to be administered by
                  "non-employee directors" (as

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                  defined in Rule 16b-3 of the Securities Exchange Act of 1934,
                  as amended).

         (e)      "Company Match" means the allocations to a Participant's
                  Account made pursuant to Section 3.02.

         (f)      "Compensation" shall mean the one-time 1999 discretionary
                  award and/or income from (a) any Stock Bonus Award, (b)
                  exercises of non-qualified employee stock options granted to
                  the Participants pursuant to Apache's 1990 Stock Incentive
                  Plan, 1995 Stock Option Plan, 1998 Stock Option Plan, 2000
                  Stock Option Plan or any future plan under which employee
                  stock options may be granted, and/or (c) any Other Approved
                  Plan. The Committee and/or the Board of Directors may from
                  time to time designate other forms of remuneration that are
                  available for deferral into the Plan.

         (g)      "Deferred Amounts" means the amounts of a Participant's
                  Compensation, which are deferred and credited to the
                  Participant's Account pursuant to Section 3.01.

         (h)      "Deferred Restricted Units" means those units deferred into
                  the Plan from the Restricted Stock Plan and any related units
                  from dividend amounts. Each Deferred Restricted Stock Unit is
                  deemed to be equivalent to one share of Stock.

         (i)      "Election Agreement" means an application for participation
                  in the Plan, execution of which by an eligible employee is
                  required under Article II for the Participant to elect or
                  acknowledge Deferred Amounts.

         (j)      "Fair Market Value" means the per share closing price of the
                  Stock as reported on The New York Stock Exchange, Inc.
                  Composite Transactions Reporting System for a particular
                  date. If there are no Stock transactions on such date, the
                  Fair Market Value shall be determined as of the immediately
                  preceding date on which there were Stock transactions.

         (k)      "Other Approved Plan" means the 2000 Share Appreciation Plan
                  and any other compensation or benefit plan which may from
                  time to time be designated by the Committee and/or the Board
                  of Directors.

         (l)      "Participant" means any eligible employee selected to
                  participate in the Plan pursuant to Section 2.01.

         (m)      "Plan" means the Apache Corporation Deferred Delivery Plan
                  (including Annex A), as it has been amended from time to
                  time, or any successor plan.

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         (n)      "Plan Year" means the period during which the Plan records
                  are kept. The Plan Year shall be the calendar year.

         (o)      "Restricted Stock Plan" means the Apache Corporation
                  Executive Restricted Stock Plan as it may be amended from
                  time to time, or any successor plan.

         (p)      "Stock" means the $1.25 par value common stock of Apache.

         (q)      "Stock Bonus Award" means any grant of Stock Units made
                  pursuant to Annex A.

         (r)      "Stock Units" means investment units and any related units
                  from dividend amounts. Each Stock Unit is deemed to be
                  equivalent to one share of Stock.

         (s)      "Trust" means the trust or trusts, if any, created by the
                  Company to provide funding for the distribution of benefits
                  in accordance with the provisions of the Plan. The assets of
                  any such Trust shall remain subject to the claims of the
                  Company's general creditors in the event of the Company's
                  insolvency.

         (t)      "Trust Agreement" means the written instrument pursuant to
                  which each separate Trust is created.

         (u)      "Trustee" means one or more banks, trust companies or
                  insurance companies designated by the Company to hold the
                  Trust fund and to pay benefits and expenses as authorized by
                  the Committee in accordance with the terms and provisions of
                  the Trust Agreement.

1.02     Headings; Gender and Number

         The headings contained in the Plan are for reference purposes only and
         shall not affect in any way the meaning or interpretation of the Plan.
         Except when otherwise indicated by the context, the masculine gender
         shall also include the feminine gender, and the definition of any term
         herein in the singular shall also include the plural.


                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

2.01     Eligibility and Participation

         The Committee shall from time to time in its sole discretion select
         those employees of the Company who are eligible to participate in the
         Plan from

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         among a select group of key employees; however, any Participant in the
         Restricted Stock Plan shall be a Participant in the Plan without
         further action by the Committee.

2.02     Election

         Participants shall complete the election procedure specified by the
         Committee. The election procedure may include form(s) for the
         Participant to (a) designate a beneficiary (pursuant to Article V),
         (b) elect or acknowledge Deferred Amounts by entering into an Election
         Agreement with the Company (pursuant to Section 3.01), (c) select a
         payment option for the eventual distribution of his Account (pursuant
         to Article V), and (d) provide such other information as the Committee
         may reasonably require.

2.03     Failure of Eligibility

         The Committee shall have the authority to determine that a Participant
         is no longer eligible to participate in the Plan. No Company Match or
         Stock Bonus Award shall be made, no Deferred Amounts withheld from a
         Participant's Compensation, no Deferred Restricted Units deferred into
         the Plan from the Restricted Stock Plan, and no dividend amounts
         credited to a Participant's Account after he ceases to be eligible to
         participate in the Plan. The determination of the Committee with
         respect to the termination of participation in the Plan shall be final
         and binding on all parties affected thereby. Except as provided in
         Section 5.01, any benefits vested hereunder, at the time the
         Participant becomes ineligible to continue participation, shall be
         distributable in accordance with the provisions of the Plan.


                                  ARTICLE III
                             CONTRIBUTION DEFERRALS

3.01     Participant Deferrals

         (a)      General. A Participant may elect to defer a portion of his
                  Compensation and/or acknowledge the deferral of income from
                  the grant of a Stock Bonus Award by filing the appropriate
                  Election Agreement with the Committee's designee. Deferred
                  Amounts related to the one-time 1999 discretionary award, and
                  to such other remuneration as may be designated from time to
                  time, shall be deducted through payroll withholding from the
                  Participant's cash Compensation payable by the Company, and
                  shall be credited to the Participant's Account on or about
                  the date the amounts are deducted. Deferred Amounts from the
                  deferral of income from the exercise of non-qualified stock
                  option grants, from the grant of a Stock Bonus Award or from
                  any Other Approved Plan shall be credited to the
                  Participant's Account on or about the date of the stock

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                  option exercise, the grant date of the Stock Bonus Award or
                  the date the income would have been otherwise paid or
                  distributed from such Other Approved Plan, respectively.

         (b)      Initial Enrollment. When an employee first is selected to
                  participate in the Plan, pursuant to Section 2.01, the
                  Committee's designee shall provide him with an election form,
                  which, when properly completed and timely returned to the
                  Committee's designee shall constitute an Election Agreement.
                  To be effective, the Election Agreement must be completed and
                  returned to the Committee's designee by the deadline
                  established by the Committee. The employee may elect to defer
                  (i) up to 100 percent of the one-time 1999 discretionary
                  award, and (ii) such percentage up to 100 percent of income
                  from stock options exercised in the Plan Year indicated or
                  from any Other Approved Plan, divisible into such increments
                  as may be designated by the Committee; however, 100 percent
                  of income from the grant of any Stock Bonus Award shall be
                  deferred. The Election Agreement shall be effective
                  immediately upon receipt by the Committee's designee;
                  however, (i) Election Agreements related to the deferral of
                  income from stock option exercises must be completed and
                  returned not less than six months in advance of the
                  Participant's intended exercise date on which income is to be
                  deferred, and (ii) Election Agreements related to the
                  deferral of income from any Other Approved Plan must be
                  completed and returned pursuant to the provisions of such
                  Other Approved Plan. Each Election Agreement shall be
                  irrevocable for the deferral of the one-time 1999
                  discretionary award, or the deferral of income (i) from stock
                  options exercised in the Plan Year indicated, (ii) from the
                  grant of any Stock Bonus Award, or (iii) from any Other
                  Approved Plan.

         (c)      Continuing Election. A Participant shall enter into a
                  separate Election Agreement for (i) the deferral of income
                  from stock options exercises in the Plan Year indicated, (ii)
                  the deferral of income from the grant of any Stock Bonus
                  Award (iii) the deferral of income from any Other Approved
                  Plan, or (iv) any other deferral opportunity offered by the
                  Committee. To be effective, the Election Agreement must be
                  completed and returned to the Committee's designee by the
                  deadline established by the Committee; however, (i) Election
                  Agreements related to the deferral of income from stock
                  option exercises must be completed and returned not less than
                  six months in advance of the Participant's intended exercise
                  date on which income is to be deferred, and (ii) Election
                  Agreements related to the deferral of income from any Other
                  Approved Plan must be completed and returned pursuant to the
                  provisions of such Other Approved Plan. Each Election
                  Agreement shall be irrevocable.

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         (d)      Participant Becomes Ineligible. A Participant's Election
                  Agreement(s) shall be canceled immediately if and when the
                  Participant becomes ineligible to participate in the Plan.

3.02     Company Match

         The Company shall credit to a Participant's Account matching
         contributions equal to the Participant's Deferred Amount related to
         the 1999 one-time discretionary award. The Committee may from time to
         time in its sole discretion designate such other forms of remuneration
         that are available for deferral into the Plan, as well as such other
         matching contributions as the Committee deems appropriate. The Company
         Match shall be invested as specified in Article IV.

3.03     Deferral of Deferred Restricted Units

         Pursuant to the terms of the Restricted Stock Plan, Deferred
         Restricted Units (a) may be deferred into the Plan if so elected by
         the Participant and (b) shall be credited to the Participant's Account
         as set forth in Subsection 4.01(b) hereof. Participants may elect an
         additional deferral period with respect to Deferred Restricted Units
         as set forth in Subsection 5.02(c) hereof.


                                   ARTICLE IV
                 INVESTMENT OF DEFERRALS AND ACCOUNTING; VOTING

4.01     Investments

         (a)      Except as provided in Subsection 4.01(b), all amounts
                  credited to a Participant's Account shall be invested in
                  Stock Units, with the number of Stock Units determined using
                  the Fair Market Value of the Stock for the date on which the
                  amount is credited to the Participant's Account. Amounts
                  equal to any cash dividends declared on the Stock shall be
                  credited to the Participant's Account as of the payment date
                  for such dividend in proportion to the number of Stock Units
                  in the Participant's Account as of the record date for such
                  dividend. Such dividend amounts shall be invested in Stock
                  Units, with the number of Stock Units determined using the
                  Fair Market Value of the Stock on the dividend payment date,
                  and such Stock Units shall vest pursuant to Section 5.01.

         (b)      All Deferred Restricted Units deferred into the Plan shall be
                  credited to the Participant's Account as of the date of
                  vesting under the Restricted Stock Plan. Amounts equal to any
                  cash dividends declared on the Stock shall be credited to the
                  Participant's Account for such dividend in proportion to the
                  number of Deferred

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                  Restricted Units in the Participant's Account as of the
                  record date for such dividend. Such dividend amounts shall be
                  invested in Deferred Restricted Units with the number of
                  Deferred Restricted Units determined using the Fair Market
                  Value of the Stock on the dividend payment date, and such
                  Deferred Restricted Units shall be fully vested.

         (c)      Nothing contained in this Section shall be construed to give
                  any Participant any power or control to make investment
                  decisions or otherwise influence in any manner the investment
                  and reinvestment of assets contained within any investment
                  alternative, such control being at all times retained in the
                  full discretion of the Committee. Nothing contained in this
                  Section shall be construed to require the Company or the
                  Committee to fund any Participant's Account.

4.02     Voting

         Participants shall have no right to vote any Stock Units or Deferred
         Restricted Units prior to the date on which such Stock Units or
         Deferred Restricted Units are subject to distribution and shares of
         Stock are issued therefor.


                                   ARTICLE V
                                 DISTRIBUTIONS

5.01     Vesting

         (a)      The portion of a Participant's Account attributable to
                  Deferred Amounts from the one-time 1999 discretionary award,
                  related to the deferral of income from stock option exercises
                  and/or related to Deferred Restricted Units shall be fully
                  vested; however, the portion of a Participant's Account (i)
                  attributable to Deferred Amounts related to the grant of any
                  Stock Bonus Award or to such other remuneration as may be
                  designated from time to time and/or (ii) related to the
                  deferral of income from any Other Approved Plan, shall vest
                  on such terms as may be determined by the Committee.

         (b)      A Participant shall vest in the portion of his Account that
                  is attributable to the Company Match for the 1999 one-time
                  discretionary award as follows: 50 percent on the date six
                  months following the date of deferral and the remaining 50
                  percent on the date twelve months following the date of
                  deferral.

         (c)      If a Participant retires or becomes disabled (as defined by
                  the Company's Long Term Disability Plan) while still employed
                  by the Company, no further vesting shall occur subsequent to
                  the date of retirement or disability and all unvested
                  portions of the Participant's Account shall be forfeited
                  immediately.

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         (d)      If a Participant dies while still employed by the Company,
                  any unvested portion of the Participant's Account shall be
                  immediately vested.

         (e)      If a Participant's employment is terminated other than for
                  cause (as defined below), no further vesting of unvested
                  portions of the Participant's Account shall occur and all
                  unvested portions thereof shall be forfeited immediately.

         (f)      If the employment of the Participant is terminated for cause
                  as determined by the Company, the Participant's entire
                  Account balance (including any Deferred Amounts and/or
                  Deferred Restricted Units) shall be forfeited immediately. As
                  used in this subsection, "cause" shall mean a gross
                  violation, as determined by the Company, of the Company's
                  established policies and procedures. The effect of this
                  subsection shall be limited to determining the consequences
                  of a termination and nothing in this subsection shall
                  restrict or otherwise interfere with Company's discretion
                  with respect to termination of any employee.

         (g)      Stock Units attributable to dividend amounts credited to a
                  Participant's Account pursuant to Section 4.01 shall vest as
                  the corresponding Stock Units vest. As used in this
                  subsection, "corresponding Stock Units" shall mean those
                  Stock Units on which the dividend amounts are calculated.

5.02     Distribution During Employment

         (a)      While a Participant is employed by the Company, the only
                  available distribution is pursuant to the terms of an
                  applicable Election Agreement electing a deferral (i) for a
                  five-year period or (ii) until termination of employment with
                  the Company. Any distribution shall be paid in whole shares
                  of Stock, delivered in the number of installments designated
                  by the Participant in the applicable Election Agreement and,
                  coincident with delivery of the last such installment, any
                  fractional shares shall be paid in cash.

         (b)      If a Participant has elected to take his distribution in
                  installments, the first installment shall be delivered within
                  90 days after the termination date of the applicable deferral
                  period, and each subsequent installment shall be delivered
                  within 90 days after the first business day of the following
                  calendar year.

         (c)      If a Participant remains employed by the Company, a
                  Participant may elect to further defer distribution of his or
                  her Stock Units and/or Deferred Restricted Units (i) for one
                  additional five-year period or (ii) until termination of
                  employment with the Company by executing a new Election
                  Agreement at least one year prior to the first installment
                  due pursuant to the Participant's previous election.

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         (d)      All distributions made pursuant to this Section 5.02 shall be
                  subject to Subsection 5.03 (a) hereof.

5.03     Distributions After Employment

         Distributions after the Participant's death shall be made pursuant to
         Section 5.04 hereof. All other distributions after employment shall be
         made as set forth below:

         (a)      All deferral periods shall terminate automatically effective
                  as of the date the Participant terminates employment with the
                  Company, regardless of the length of time remaining in any
                  such deferral period.

         (b)      Timing. The Participant's vested Account shall be distributed
                  after the Participant terminates employment with the Company
                  and the distribution shall be made in the number of
                  installments designated in the Participant's Election
                  Agreement(s). If the Participant has not made any such
                  distribution election, the Participant's vested Account
                  balance shall be distributed in one lump sum and such
                  distribution shall be made within 90 days of the
                  Participant's termination date. If a Participant has elected
                  to take his distribution in installments, the first
                  installment shall be delivered within 90 days after the
                  Participant's termination date and each subsequent
                  installment shall be delivered within 90 days after the first
                  business day of the following calendar year.

         (c)      Form of Distribution. The Participant's entire vested Account
                  shall be paid in whole shares of Stock, delivered in the
                  number of installments designated pursuant to the Election
                  Agreement(s) executed by the Participant and, coincident with
                  delivery of the last such installment, any fractional shares
                  shall be paid in cash.

         (d)      Minimum Distribution. If, as of the Participant's termination
                  date, the value of his entire vested Account is $50,000 or
                  less, the Participant's vested Account balance shall be
                  distributed in one lump sum, regardless of any distribution
                  election made by the Participant, and such distribution shall
                  be made within 90 days of the Participant's termination date.

         (e)      Reemployment. If a Participant is reemployed by the Company
                  before his entire vested Account balance is paid,
                  installments from the Plan shall be suspended. Installments
                  will resume after the Participant again terminates
                  employment. The number of remaining installments shall be the
                  number of annual installments originally designated pursuant
                  to the Election Agreement(s) executed by the Participant,
                  less the number of installments

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                  received before the Participant was re-employed. If the
                  Participant dies before receiving all installments, Section
                  5.04 shall apply.


5.04     Distributions After Participant's Death

         (a)      Each Participant shall designate one or more persons, trusts
                  or other entities as his beneficiary (the "Beneficiary") to
                  receive any amounts distributable hereunder at the time of
                  the Participant's death. A Beneficiary designation made under
                  the terms of the Plan shall be filed with the Committee's
                  designee and shall remain in effect unless and until changed
                  pursuant to Subsection 5.04(b) hereof. In the absence of an
                  effective Beneficiary designation as to part or all of a
                  Participant's interest in the Plan, such amount shall be
                  distributed to the Participant's surviving spouse, if any,
                  otherwise to the personal representative of the Participant's
                  estate.

         (b)      A Beneficiary designation may be changed by the Participant
                  at any time and without the consent of any previously
                  designated Beneficiary. However, if the Participant is
                  married, his spouse shall be his Beneficiary unless such
                  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's designee. If a Participant has designated his
                  spouse as a Beneficiary or as a contingent Beneficiary, and
                  the Participant and that spouse subsequently divorce, then
                  such Beneficiary designation shall be void and of no effect
                  with respect to such spouse on and after the day such divorce
                  is final.

         (c)      When a Participant dies, his remaining vested Account balance
                  shall be distributed to his Beneficiary in one lump sum as
                  soon as administratively possible after his death, regardless
                  of any distribution election made by the Participant, and
                  regardless of whether installment payments had begun. Such
                  distribution shall be paid in whole shares of Stock, with any
                  fractional shares paid in cash.

5.05     Withholding

         At the time of vesting and distribution, as applicable, the Plan shall
         withhold from such distribution any taxes or other amounts that are
         required to be withheld pursuant to any applicable law or such greater
         amount as requested by the Participant. The Committee may direct the
         Company to withhold additional amounts from any payment to repay the
         Participant's debt or obligation to the Company or at the request of
         the Participant.

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                                   ARTICLE VI
                                 ADMINISTRATION

6.01     Committee to Administer and Interpret Plan

         The Plan shall be administered by the Committee. The Committee shall
         have all discretion and powers necessary for administering the Plan,
         including, but not by way of limitation, full discretion and power to
         interpret the Plan, to determine the eligibility, status and rights of
         all persons under the Plan and, in general, to decide any dispute. The
         Committee shall direct the Company, the Trustee, or both, as the case
         may be, concerning distributions in accordance with the provisions of
         the Plan. The Committee's designee shall maintain all Plan records
         except records of any Trust.

6.02     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. The
         Committee may appoint a designee and/or agent (who need not be a
         member of the Committee or an employee of the Company) to assist the
         Committee in administration of the Plan and to whom it may delegate
         such powers as the Committee deems appropriate, except that the
         Committee shall determine any dispute. The Committee may make its
         determinations with or without meetings. The Committee may authorize
         one or more of its members, designees or agents to sign instructions,
         notices and determinations on its behalf. The action of a majority of
         the Committee's members shall constitute the action of the Committee.

6.03     Agent for Process

         Apache's General Counsel and Apache's Corporate Secretary shall each
         be an agent of the Plan for service of all process.

6.04     Determination of Committee Final

         The decisions made by the Committee shall be final and conclusive on
         all persons.


                                  ARTICLE VII
                                     TRUST

7.01     Trust Agreement

         The Company may, but shall not be required to, adopt a separate Trust
         Agreement for the holding and administration of the funds contributed
         to Accounts under the Plan. The Trustee shall maintain and allocate
         assets to a

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         separate account for each Participant under the Plan. The assets of
         any such Trust shall remain subject to the claims of the Company's
         general creditors in the event of the Company's insolvency.

7.02     Expenses of Trust

         The parties expect that any Trust created pursuant to Section 7.01
         will be treated as a "grantor" trust for federal and state income tax
         purposes and that, as a consequence, such Trust will not be subject to
         income tax with respect to its income. However, if the Trust should be
         taxable, the Trustee shall pay all such taxes out of the Trust. All
         expenses of administering any such Trust shall be a charge against and
         shall be paid from the assets of such Trust.


                                  ARTICLE VIII
                           AMENDMENT AND TERMINATION

8.01     Amendment

         (a)      The Plan may be amended at any time and from time to time,
                  retroactively or otherwise; however, no amendment shall
                  reduce any vested benefit that has accrued on the effective
                  date of such amendment. Each Plan amendment shall be in
                  writing and shall be approved by the Committee and/or
                  Apache's Board of Directors. An officer of Apache to whom the
                  Committee and/or Apache's Board of Directors has delegated
                  the authority to execute Plan amendments shall execute each
                  such amendment or the Plan document restated to include all
                  such Plan amendment(s).

         (b)      The Committee shall have the authority to adopt such
                  modifications, procedures and subplans as may be necessary or
                  desirable to comply with the provisions of the laws
                  (including, but not limited to, tax laws and regulations) of
                  countries other than the United States in which the Company
                  may operate, so as to assure the viability of the benefits of
                  the Plan to Participants employed in such countries.

8.02     Successors and Assigns; Termination of Plan

         The Plan is binding upon Apache and its successors and assigns. The
         Plan shall continue in effect from year to year unless and until
         terminated by Apache's Board of Directors. Any such termination shall
         operate only prospectively and shall not reduce any vested benefit
         that has accrued on the effective date of such termination.

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                                   ARTICLE IX
                           STOCK SUBJECT TO THE PLAN

9.01     Number of Shares

         Subject to Section 4.01 and Annex A, and to adjustment pursuant to
         Section 9.03 hereof, three hundred fifty thousand (350,000) shares of
         Stock are authorized for issuance under the Plan in accordance with
         the provisions of the Plan and subject to such restrictions or other
         provisions as the Committee may from time to time deem necessary. This
         authorization may be increased from time to time by approval of the
         Board and the stockholders of Apache if, in the opinion of counsel for
         the Company, such stockholder approval is required. Shares of Stock
         distributed under the terms of the Plan and shares of Stock equal to
         the number of Stock Units and Deferred Restricted Units credited to
         Participants' Accounts maintained under the Plan shall be applied to
         reduce the maximum number of shares of Stock remaining available for
         use under the Plan. However, shares of Stock represented (a) by any
         Stock Units related to the deferral of income (i) from the exercise of
         stock options and/or (ii) from any Other Approved Plan or (b) by any
         Deferred Restricted Units deferred from the Restricted Stock Plan
         shall retain their authorization under the applicable stock option
         plan, under such Other Approved Plan, or under the Restricted Stock
         Plan, and shall not be applied to reduce the number of shares of Stock
         remaining available for use under the Plan. Apache, at all times
         during the existence of the Plan and while any Stock Units and/or
         Deferred Restricted Units are credited to Participants' Accounts
         maintained under the Plan, shall retain as Stock in Apache's treasury
         at least the number of shares from time to time required under the
         provisions of the Plan, or otherwise assure itself of its ability to
         perform its obligations hereunder.

9.02     Other Shares of Stock

         The shares of Stock represented by any Stock Units or any Deferred
         Restricted Units from dividend amounts that are forfeited, and any
         shares of Stock that for any other reason are not issued to a
         Participant or are forfeited, shall again become available for use
         under the Plan.

9.03     Adjustments for Stock Split, Stock Dividend, Etc.

         If Apache shall at any time increase or decrease the number of its
         outstanding shares of Stock or change in any way the rights and
         privileges of such shares by means of the payment of a Stock dividend
         or any other distribution upon such shares payable in Stock, or
         through a Stock split, subdivision, consolidation, combination,
         reclassification or recapitalization involving the Stock, then in
         relation to the Stock that is affected by one or more of the above
         events, the numbers, rights and privileges of the following shall be
         increased, decreased or

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         changed in like manner as if they had been issued and outstanding,
         fully paid and nonassessable at the time of such occurrence: (i) the
         shares of Stock remaining available for use under the Plan; and (ii)
         the shares of Stock then represented by Stock Units and Deferred
         Restricted Units credited to Participants' Accounts maintained under
         the Plan.

9.04     Dividend Payable in Stock of Another Corporation, Etc.

         If Apache shall at any time pay or make any dividend or other
         distribution upon the Stock payable in securities or other property
         (except cash or Stock), a proportionate part of such securities or
         other property shall be set aside for Stock Units and Deferred
         Restricted Units credited to Participants' Accounts maintained under
         the Plan and delivered to any Participant upon distribution pursuant
         to the terms of the Plan. Prior to the time that any such securities
         or other property are delivered to a Participant in accordance with
         the foregoing, Apache shall be the owner of such securities or other
         property and shall have the right to vote the securities, receive any
         dividends payable on such securities, and in all other respects shall
         be treated as the owner. If securities or other property which have
         been set aside by Apache in accordance with this Section are not
         delivered to a Participant because all or part of his Stock Units
         and/or Deferred Restricted Units are forfeited pursuant to the terms
         of the Plan, then the applicable portion of such securities or other
         property shall remain the property of Apache and shall be dealt with
         by Apache as it shall determine in its sole discretion.

9.05     Other Changes in Stock

         In the event there shall be any change, other than as specified in
         Sections 9.03 and 9.04 hereof, in the number or kind of outstanding
         shares of Stock or of any stock or other securities into which the
         Stock shall be changed or for which it shall have been exchanged, and
         if the Committee shall in its discretion determine that such change
         equitably requires an adjustment in the number or kind of shares (i)
         remaining available for use under the Plan and/or (ii) represented by
         Stock Units and Deferred Restricted Units credited to Participants'
         Accounts maintained under the Plan, then such adjustments shall be
         made by the Committee and shall be effective for all purposes of the
         Plan.

9.06     Rights to Subscribe

         If Apache shall at any time grant to the holders of its Stock rights
         to subscribe pro rata for additional shares thereof or for any other
         securities of Apache or of any other corporation, there shall be
         reserved with respect to the Stock Units and Deferred Restricted Units
         credited to Participants' Accounts maintained under the Plan the Stock
         or other securities which the Participant would have been entitled to
         subscribe for if immediately prior to such grant the shares of Stock
         represented by such Stock Units and Deferred Restricted Units had been
         issued

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         and outstanding. If, at the time of distribution under the terms of
         the Plan, the Participant subscribes for the additional shares or
         other securities, the price that is payable by the Participant for
         such additional shares or other securities shall be withheld from such
         distribution pursuant to Section 5.05 hereof.

9.07     Change of Control

         (a)      In the event of the occurrence of a change of control of
                  Apache, as defined below, all unvested Stock Units credited
                  to Participants' Accounts shall become automatically vested,
                  without further action by the Committee or the Board, so that
                  such unvested Stock Units become fully vested and payable as
                  of the date of such change of control. All Stock Units and
                  Deferred Restricted Units credited to Participants' Accounts
                  shall be distributed in one lump sum as soon as
                  administratively possible after the date of such change of
                  control, regardless of any distribution election made by the
                  Participant.

         (b)      For purposes of this Plan, a "change of control" shall mean
                  any of the events specified in Apache's Income Continuance
                  Plan or any successor plan which constitute a change of
                  control within the meaning of such plan.

9.08     General Adjustment Rules

         No adjustment or substitution provided for in this Article IX shall
         require Apache to sell or otherwise issue a fractional share of Stock.
         All benefits payable under the Plan shall be distributed in whole
         shares of Stock, with any fractional shares paid in cash.

9.09     Determination by the Committee, Etc.

         Adjustments under this Article IX shall be made by the Committee,
         whose determinations with regard thereto shall be final and binding
         upon all parties thereto.


                                   ARTICLE X
                         REORGANIZATION OR LIQUIDATION

In the event that Apache is merged or consolidated with another corporation and
Apache is not the surviving corporation, or if all or substantially all of the
assets or more than 20 percent of the outstanding voting stock of Apache is
acquired by any other corporation, business entity or person, or in case of a
reorganization (other than a reorganization under the United States Bankruptcy
Code) or liquidation of the Company, and if the provisions of Section 9.07
hereof do not apply, the Committee, or the board of directors of any
corporation assuming the obligations of the Company, shall, as to the Plan and
any Stock Units and Deferred Restricted Units credited to

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Participants' Accounts maintained under the Plan, either (i) make appropriate
provision for the adoption and continuation of the Plan by the acquiring or
successor corporation and for the protection of any Stock Units and Deferred
Restricted Units credited to Participants' Accounts maintained under the Plan
by the substitution on a equitable basis of appropriate stock of Apache or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable with respect to the Stock, provided that no additional benefits shall
be conferred upon the Participants with respect to such Stock Units and
Deferred Restricted Units as a result of such substitution or (ii) upon written
notice to the Participants, provide that all distributions from the Plan shall
be made within a specified number of days of the date of such notice. In the
latter event, the Committee shall accelerate the vesting of all unvested Stock
Units credited to Participants' Accounts so that (a) all such Stock Units
become fully vested and (b) all Stock Units and Deferred Restricted Units are
payable prior to any such event.


                                   ARTICLE XI
                                 MISCELLANEOUS

11.01    Funding of Benefits -- No Fiduciary Relationship

         Benefits shall be paid either out of the Trust or, if no Trust is in
         existence or if the assets in the Trust are insufficient to provide
         fully for such benefits, then such benefits shall be distributed by
         the Company out of its general assets. Nothing contained in the Plan
         shall be deemed to create any fiduciary relationship between the
         Company and the Participants. Notwithstanding anything herein to the
         contrary, to the extent that any person acquires a right to receive
         benefits under the Plan, such right shall be no greater than the right
         of any unsecured general creditor of the Company, except to the extent
         provided in the Trust Agreement, if any.

11.02    Right to Terminate Employment

         The Company may terminate the employment of any Participant as freely
         and with the same effect as if the Plan were not in existence.

11.03    Inalienability of Benefits

         No Participant shall have the right to assign, transfer, hypothecate,
         encumber or anticipate his interest in any benefits under the Plan,
         nor shall the benefits under the Plan be subject to any legal process
         to levy upon or attach the benefits for payment for any claim against
         the Participant or his spouse. If, notwithstanding the foregoing
         provision, any Participant's benefits are garnished or attached by the
         order of any court, the Company may bring an action for declaratory
         judgment in a court of competent jurisdiction to determine the proper
         recipient of the benefits to be distributed pursuant to the Plan.
         During the pendency of the action, any benefits that become
         distributable shall be paid into the court, as they

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         become distributable, to be distributed by the court to the recipient
         it deems proper at the conclusion of the action.

11.04    Claims Procedure

         (a)      The Participant, his spouse or the authorized representative
                  of the claimant shall file all claims in writing, by
                  completing such procedures as the Committee shall require.
                  Such procedures shall be reasonable and may include the
                  completion of forms and the submission of documents and
                  additional information.

         (b)      If a claim is denied, 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 Participant or beneficiary and the extension
                  shall not exceed 90 days.

         (c)      The Committee shall provide adequate notice, in writing, to
                  any claimant whose claim as been denied, setting 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
                  his claims and an explanation of why such material or
                  information is necessary, all written in a manner calculated
                  to be understood by the claimant. Such notice shall include
                  appropriate information as to the steps to be taken if the
                  claimant wishes to submit his claim for review. The claimant
                  or the claimant's authorized representative may request such
                  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. A decision on review shall be made not later
                  than 60 days after the Committee's receipt of the request for
                  review. 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 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.

11.05    Disposition of Unclaimed Distributions

         Each Participant must file with the Company from time to time in
         writing his post office address and each change of post office
         address. Any communication, statement or notice addressed to a
         Participant at his last post office address on

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         file with the Company, or if no address is filed with the Company,
         then at his last post office address as shown on the Company's
         records, will be binding on the Participant and his spouse for all
         purposes of the Plan. The Company shall not be required to search for
         or locate a Participant or his spouse.

11.06    Distributions Due Infants or Incompetents

         If any person entitled to a distribution under the Plan is an infant,
         or if the Committee determines that any such person is incompetent by
         reason of physical or mental disability, whether or not legally
         adjudicated an incompetent, the Committee shall have the power to
         cause the distributions becoming due to such person to be made to
         another for his benefit, without responsibility of the Committee to
         see to the application of such distributions. Distributions made
         pursuant to such power shall operate as a complete discharge of the
         Company, the Trustee, if any, and the Committee.

11.07    Governing Law

         The Plan and all Election Agreements shall be construed in accordance
         with the Code and, to the extent applicable, the laws of the State of
         Texas excluding any conflicts-of-law provisions.

December 18, 2002

ATTEST:                            APACHE CORPORATION


/s/ Cheri L. Peper                 /s/ Jeffrey M. Bender
------------------------------     -----------------------------------
Cheri L. Peper                     Jeffrey M. Bender
Corporate Secretary                Vice President, Human Resources

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                                    ANNEX A
                   APACHE CORPORATION DEFERRED DELIVERY PLAN
                          STOCK BONUS AWARD PROVISIONS

From time to time, grants of stock bonus awards for specified numbers of Stock
Units (each a "Stock Bonus Award") may be made to Participants under the terms
of the Plan. Capitalized terms used in this Annex A shall have the meaning set
forth in the Plan or herein, as the case may be.

Grants of Stock Bonus Awards shall be made by the Committee. The Stock Units
covered by each Stock Bonus Award shall be credited to the Participant's
Account maintained under the Plan.

In accordance with the provisions of the Plan, the Committee shall, in its sole
discretion, select the Participants to receive Stock Bonus Awards. For each
stock Bonus Award, the Committee shall:

         -    specify the date of grant and number of Stock Units granted;
         -    designate the vesting provisions; and
         -    establish such other terms and requirements as deemed
              necessary or desirable and consistent with the Plan.

Each Stock Bonus Award shall be evidenced by a written agreement containing the
particular provisions of such award and in such form as the Committee shall
determine.

Upon the grant and/or vesting of each Stock Bonus Award, the Participant shall
make appropriate arrangements with the Company to provide for the amount of all
applicable federal, state and local income and other tax withholding
requirements. As used in the Plan, the phrase "income from the grant of a Stock
Bonus Award" shall mean the amount calculated by multiplying (a) the number of
Stock Units covered by the Stock Bonus Award, times (b) the Fair Market Value
of the Stock for the date of grant.

Except as set forth in this Annex A and/or in the applicable written agreement,
each Stock Bonus Award and the Stock Units related thereto shall be subject to
all other terms and conditions set forth in the Plan.

                                      A-1