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                                                                     Exhibit 4.5

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                            APACHE NORTH SEA LIMITED

                                       AND

                           CAPITA IRG TRUSTEES LIMITED

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                              TRUST DEED AND RULES

                                     OF THE

                                   APACHE U.K.
                              SHARE INCENTIVE PLAN

                                   APRIL 2003

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                        INLAND REVENUE REFERENCE A1777/MW

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                                 THE APACHE U.K.
                              SHARE INCENTIVE PLAN

1.  PURPOSE
2.  STATUS
3.  DECLARATION OF TRUST
4.  NUMBER OF TRUSTEES
5.  INFORMATION
6.  RESIDENCE OF TRUSTEES
7.  CHANGE OF TRUSTEES
8.  INVESTMENT AND DEALING WITH TRUST ASSETS
9.  LOANS TO TRUSTEES
10. SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS
11. TRUSTEES' OBLIGATIONS UNDER THE PLAN
12. POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE
13. POWER TO AGREE MARKET VALUE OF SHARES
14. PERSONAL INTEREST OF TRUSTEES
15. TRUSTEES' MEETINGS
16. SUBSIDIARY COMPANIES
17. EXPENSES OF PLAN
18. TRUSTEES' LIABILITY, INDEMNITY AND FEES
19. COVENANT BY THE PARTICIPATING COMPANIES
20. ACCEPTANCE OF GIFTS
21. TRUSTEES' LIEN
22. AMENDMENTS TO THE PLAN
23. TERMINATION OF THE PLAN
24. NOTICES
25. PROPER LAW

RULES OF THE APACHE U.K. SHARE INCENTIVE PLAN

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THIS DEED made on 7th May 2003

BETWEEN

APACHE NORTH SEA LIMITED (registered number 04614761) whose registered office is
situated at Level 1, Exchange House, Primrose Street, London EC2A 2HS ("the
Company")

and

CAPITA IRG TRUSTEES LIMITED (registered number 2729260) whose registered office
is situated at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU ("the
Trustees").

1.       PURPOSE

         The purpose of this Deed is to establish a trust for an employee share
         ownership plan which satisfies Schedule 2 to the Income Tax (Earnings
         and Pensions) Act 2003.

2.       STATUS

         The Plan consists of this Deed and the attached Rules. The definitions
         in the Rules apply to this Deed. The Committee shall from time to time
         determine which of parts A to D of the Rules shall have effect.

3.       DECLARATION OF TRUST

3.1      The Participating Companies and the Trustees have agreed that all the
         Shares and other assets which are issued to or transferred to the
         Trustees are to be held on the trusts declared by this Deed, and
         subject to the terms of the Rules. When Shares or assets are
         transferred to the Trustees by the Participating Companies with the
         intention of being held as part of the Plan they shall be held upon the
         trusts and provisions of this Deed and the Rules.

3.2      The Trustees shall hold the Trust Fund upon the following trusts
         namely:

         (a)      as to Shares which have not been awarded to Participants
                  ("Unawarded Shares") upon trust during the Trust Period to
                  allocate those Shares in accordance with the terms of this
                  Deed and the Rules;

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         (b)      as to Shares which have been awarded to a Participant ("Plan
                  Shares") upon trust for the benefit of that Participant on the
                  terms and conditions set out in the Rules;

         (c)      as to Partnership Share Money upon trust to purchase Shares
                  for the benefit of the contributing Qualifying Employee in
                  accordance with the Rules; and

         (d)      as to other assets ("Surplus Assets") upon trust to use them
                  to purchase further Shares to be held on the trusts declared
                  in (a) above, at such time during the Trust Period and on such
                  terms as the Trustees in their absolute discretion think fit.

3.3      The income of Unawarded Shares and Surplus Assets shall be accumulated
         by the Trustees and added to, and held upon the trusts applying to,
         Surplus Assets.

3.4      The income of Plan Shares and Partnership Share Money shall be dealt
         with in accordance with the Rules.

3.5      The perpetuity period and the Trust Period in respect of the trusts and
         powers declared by this Deed and the Rules shall be the period of 80
         years from the date of this Deed.

4.       NUMBER OF TRUSTEES

         Unless a corporate Trustee is appointed, there shall always be at least
         three Trustees. Where there is no corporate Trustee, and the number of
         Trustees falls below three, the continuing Trustees have the power to
         act only to achieve the appointment of a new Trustee.

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5.       INFORMATION

5.1      The Trustees shall be entitled to rely without further enquiry on all
         information supplied to them by the Participating Companies with regard
         to their duties as Trustees and in particular, but without prejudice to
         the generality of the foregoing, any notice given by a Participating
         Company to the Trustees in respect of the eligibility of any person to
         become or remain a Participant shall be conclusive in favour of the
         Trustees.

5.2      Except as otherwise provided, the Trustees may in their discretion
         agree with the Committee, the Company or any of the Participating
         Companies matters relating to the operation and administration of the
         Trust as they may consider advisable in the interest of the Trust and
         so that no person claiming an interest under this Trust shall be
         entitled to question the legality or correctness of any arrangement or
         agreement made between the Committee, the Company or any of the
         Participating Companies and the Trustees in relation to such operation
         or administration.

5.3      The decision of the Committee in any dispute affecting Participants or
         Participating Companies shall be final and conclusive.

5.4      The Trustees may employ on such terms as the Committee may agree as to
         remuneration, any agent or agents to transact all or any business of
         whatsoever nature required to be done in the proper administration of
         the Trust.

6.       RESIDENCE OF TRUSTEES

         Every Trustee shall be resident in the United Kingdom. The Committee
         shall immediately remove any Trustee who ceases to be so resident and,
         if necessary, appoint a replacement.

7.       CHANGE OF TRUSTEES

         The Company has the power to appoint or remove any Trustee for any
         reason. The change of Trustee shall be effected by deed and shall take
         effect from the date that written notice of such removal is delivered
         to the Trustees, or such later date as the Committee and the Trustees
         shall agree. Any Trustee may resign on three months notice given in
         writing to the Company, provided that there will be at least three
         Trustees or a corporate Trustee immediately after the retirement.

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8.       INVESTMENT AND DEALING WITH TRUST ASSETS

8.1      Save as otherwise provided for by the Plan the Trustees shall not sell
         or otherwise dispose of Plan Shares.

8.2      The Trustees shall obey any directions given by a Participant in
         accordance with the Rules in relation to his Plan Shares and any rights
         and income relating to those Shares. In the absence of any such
         direction, or provision by the Plan, the Trustees shall take no action.
         If no directions are received from Participants in relation to the
         action they wish the Trustees to take in voting their Plan Shares,
         those Shares will not be voted.

8.3      The Participating Companies shall, as soon as practicable after
         deduction from Salary, pass the Partnership Share Money to the Trustees
         who will put the money into an account with:

         (a)      a person falling within section 840A(1)(b) of ICTA 1988;

         (b)      a building society; or

         (c)      a firm falling within section 840(1)(c) of ICTA 1988,

         until it is either used to acquire Partnership Shares on the
         Acquisition Date, or, in accordance with the Plan, returned to the
         individual from whose Salary the Partnership Share Money has been
         deducted. The Trustees shall pass on any interest arising on this
         invested money to the individual from whose Salary the Partnership
         Share Money has been deducted at least once in each calendar year. The
         Trustees are, however, not obliged to keep monies in an interest
         bearing account.

8.4      The Trustees may either retain or sell Unawarded Shares at their
         absolute discretion. The proceeds of any sale of Unawarded Shares shall
         form part of Surplus Assets.

8.5      The Trustees shall have all the powers of investment of a beneficial
         owner in relation to Surplus Assets.

8.6      The Trustees shall not be under any liability to the Participating
         Companies or to current or former Qualifying Employees by reason of a
         failure to diversify investments, which results from the retention of
         Plan Shares or Unawarded Shares.

8.7      The Trustees are not required to interfere in the management or conduct
         of the business of the Parent Company regardless of the size of the
         Trustees' holding of Shares, and will not be obliged to seek
         information about the affairs of the Parent Company and may

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         leave the conduct of the Parent Company's business wholly to the
         directors or management of the Parent Company.

8.8      The Trustees may delegate powers, duties or discretions to any persons
         and on any terms. No delegation made under this Clause shall divest the
         Trustees of their responsibilities under this Deed or under the
         Schedule.

8.9      The Trustees may allow any Shares to be registered in the name of an
         appointed nominee or custodian provided that such Shares shall be
         registered in a designated account. Such registration shall not divest
         the Trustees of their responsibilities under this Deed or the Schedule.

8.10     The Trustees may at any time, and shall if the Committee so decides,
         revoke any delegation made under this Clause or require any Plan assets
         held by another person to be returned to the Trustees, or both.

9.       LOANS TO TRUSTEES

         The Trustees shall have the power to borrow money, with the written
         consent of the Company, for the purpose of:

         (a)      acquiring Shares; and

         (b)      paying any other expenses properly incurred by the Trustees in
                  administering the Plan.

         Where a loan is to be provided by the Company or an Associated Company
         then it shall be made pursuant to a written loan agreement.

10.      SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS

         Where Shares are transferred to the Trustees in accordance with
         paragraph 78 of the Schedule, they shall award such Shares only as Free
         Shares and Matching Shares, and in priority to other available Shares.

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11.      TRUSTEES' OBLIGATIONS UNDER THE PLAN

NOTICE OF AWARD OF FREE SHARES AND MATCHING SHARES

11.1     As soon as practicable after Free Shares and Matching Shares have been
         awarded to a Participant, the Trustees shall give the Participant a
         notice stating:

         (a)      the number and description of those Shares;

         (b)      their Initial Market Value on the date of Award; and

         (c)      the Holding Period applicable to them.

NOTICE OF AWARD OF PARTNERSHIP SHARES

11.2     As soon as practicable after any Partnership Shares have been acquired
         for a Participant and at least once in every six months, the Trustees
         shall give the Participant a notice stating:

         (a)      the number and description of those Shares;

         (b)      the amount of money applied by the Trustees in acquiring those
                  Shares on behalf of the Participant; and

         (c)      the Market Value at the Acquisition Date.

NOTICE OF ACQUISITION OF DIVIDEND SHARES

11.3     As soon as practicable after Dividend Shares have been acquired on
         behalf of a Participant, the Trustees shall give the Participant a
         notice stating:

         (a)      the number and description of those Shares;

         (b)      their Market Value on the Acquisition Date;

         (c)      the Holding Period applicable to them; and

         (d)      any amount not reinvested and carried forward for acquisition
                  of further Dividend Shares.

NOTICE OF ANY FOREIGN TAX DEDUCTED BEFORE DIVIDEND PAID

11.4     Where any foreign cash dividend is received in respect of Plan Shares
         held on behalf of a Participant, the Trustees shall give the
         Participant notice of the amount of any foreign tax deducted from the
         dividend before it was paid.

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RESTRICTIONS DURING THE HOLDING PERIOD

11.5     During the Holding Period the Trustees shall not dispose of any Free
         Shares, Matching Shares or Dividend Shares (whether by transfer to the
         employee or otherwise) except as allowed by the following paragraphs of
         the Schedule:

         (a)      paragraph 37 (power of Trustees to accept general offers);

         (b)      paragraph 77 (power of Trustees to raise funds to subscribe
                  for rights issue);

         (c)      paragraph 79 (meeting by Trustees of PAYE obligations); and

         (d)      paragraph 90(5) (termination of plan: early removal of shares
                  with Participant's consent).

PAYE AND OTHER TAX LIABILITIES

11.6     The Trustees may dispose of a Participant's Shares or accept a sum from
         the Participant in order to meet any PAYE liability in the
         circumstances provided in section 503 of ITEP 2003 (PAYE: shares
         ceasing to be subject to the plan) and any employee's NICs liability.

11.7     Where the Trustees receive a sum of money which constitutes a Capital
         Receipt in respect of which a Participant is chargeable to income tax
         under section 501 of ITEP 2003, the Trustees shall pay to the employer
         a sum equal to that on which income tax is so payable.

11.8     The Trustees shall maintain the records necessary to enable them to
         carry out their PAYE and NICs obligations, and the PAYE and employee's
         NICs obligations of the employer company so far as they relate to the
         Plan.

11.9     Where the Participant becomes liable to income tax under ITEP 2003,
         Case V of Schedule D, or Schedule F, the Trustees shall inform the
         Participant of any facts which are relevant to determining that
         liability.

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MONEY'S WORTH RECEIVED BY TRUSTEES

11.10    The Trustees shall pay over to the Participant as soon as is
         practicable, any money or money's worth received by them in respect of
         or by reference to any shares, other than new shares within paragraph
         86 of the Schedule (company reconstructions).

         This is subject to:

         (a)      the provisions of Part 8 of the Schedule (reinvestment of cash
                  dividends);

         (b)      the Trustees obligations under sections 510 to 514 ITEP 2003
                  (PAYE: obligations to make payments to employer); and

         (c)      the Trustees' PAYE obligations.

GENERAL OFFERS

11.11    If any offer, compromise, arrangement or scheme is made which affects
         the Plan Shares the Trustees shall notify Participants. Each
         Participant may direct how the Trustees shall act in relation to that
         Participant's Plan Shares. In the absence of any direction, the
         Trustees shall take no action.

12.      POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE

         If instructed by a Participant in respect of his Plan Shares the
         Trustees may dispose of some of the rights under a rights issue arising
         from those Shares to obtain enough funds to exercise the remaining
         rights. The rights referred to are the rights to buy additional shares
         or rights in the same company.

13.      POWER TO AGREE MARKET VALUE OF SHARES

         Where the Market Value of Shares is to be determined for the purposes
         of the Schedule, the Trustees may agree with the Inland Revenue that it
         shall be determined by reference to such date or dates, or to an
         average of the values on a number of dates, as specified in the
         agreement.

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14.      PERSONAL INTEREST OF TRUSTEES

         Trustees, and directors, officers or employees of a corporate Trustee,
         shall not be liable to account for any benefit accruing to them by
         virtue of their:

         (a)      participation in the Plan as a Qualifying Employee;

         (b)      ownership, in a beneficial or fiduciary capacity, of any
                  shares or other securities in any Participating Company;

         (c)      being a director or employee of any Participating Company,
                  being a creditor, or being in any other contractual
                  relationship with any such company.

15.      TRUSTEES' MEETINGS

         If and so long as there is more than one Trustee, the Trustees shall
         hold meetings as often as is necessary for the administration of the
         Plan. There shall be at least three Trustees present at a meeting and
         the Trustees shall give due notice to all the Trustees of such a
         meeting. Decisions made at such a meeting by a majority of the Trustees
         present shall be binding on all the Trustees. A written resolution
         signed by all the Trustees shall have the same effect as a resolution
         passed at a meeting.

16.      SUBSIDIARY COMPANIES

16.1     Any Subsidiary may with the agreement of the Committee become a party
         to this Deed and the Plan by executing a deed of adherence agreeing to
         be bound by the Deed and Rules.

16.2     A Participating Company shall cease to be a Participating Company on
         the date that it ceases to be a Subsidiary or on such date as the
         Company, acting by the Committee, by deed declares.

17.      EXPENSES OF PLAN

         The Participating Companies shall meet the costs of the preparation and
         administration of this Plan.

18.      TRUSTEES' LIABILITY, INDEMNITY AND FEES

18.1     The Participating Companies shall jointly and severally indemnify each
         of the Trustees, and the directors, officers and employees of a
         corporate Trustee, against any expenses and liabilities which are
         incurred through acting as a Trustee of the Plan and which cannot

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         be recovered from the Trust Fund and in respect of indemnities
         conferred upon the Trustees by law and the Trustee Act 1925. This does
         not apply to expenses and liabilities which are incurred through fraud,
         wilful wrongdoing or negligence or are covered by insurance under
         Clause 18.3.

18.2     No Trustee shall be personally liable for any breach of trust (other
         than through fraud, wilful wrongdoing or negligence) over and above the
         extent to which the Trustee, and the directors, officers and employees
         of a corporate Trustee, are indemnified by the Participating Companies
         in accordance with Clause 18.1 above.

18.3     A non-remunerated Trustee may insure the Plan against any loss caused
         by him or any of his employees, officers, agents or delegates. A
         non-remunerated Trustee may also insure himself and any of these
         persons against liability for breach of trust not involving fraud or
         wilful wrongdoing or negligence of the Trustee or the person concerned.

18.4     A Trustee who carries on a profession or business may charge for
         services rendered on a basis agreed with the Participating Companies. A
         firm or company in which a Trustee is interested or by which he is
         employed may also charge for services rendered on this basis and may,
         unless otherwise agreed, act in accordance with its general terms and
         conditions from time to time in force.

19.      COVENANT BY THE PARTICIPATING COMPANIES

         The Participating Companies hereby jointly and severally covenant with
         the Trustees that they shall pay to the Trustees all sums which they
         are required to pay under the Rules and shall at all times comply with
         the Rules.

20.      ACCEPTANCE OF GIFTS

         The Trustees may accept gifts of Shares and other assets which shall be
         held upon the trusts declared by Clause 3.1 or 3.2 as the case may be.

21.      TRUSTEES' LIEN

         The Trustees' lien over the Trust Fund in respect of liabilities
         incurred by them in the performance of their duties (including the
         repayment of borrowed money and tax liabilities) shall be enforceable
         subject to the following restrictions:

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         (a)      the Trustees shall not be entitled to resort to Partnership
                  Share Money for the satisfaction of any of their liabilities;
                  and

         (b)      the Trustees shall not be entitled to resort to Plan Shares
                  for the satisfaction of their liabilities except to the extent
                  that this is permitted by the Plan.

22.      AMENDMENTS TO THE PLAN

         The Committee may, with the Trustees' written consent, from time to
         time amend the Plan provided that:

         (a)      no amendment which would adversely prejudice to a material
                  extent the rights attaching to any Plan Shares awarded to or
                  acquired by Participants may be made nor may any alteration be
                  made giving to Participating Companies a beneficial interest
                  in Plan Shares; and

         (b)      if the Plan is approved by the Inland Revenue at the time of
                  an amendment or addition, any amendment or addition to a "key
                  feature" (as defined in paragraph 84(6) of the Schedule) of
                  the Plan shall not have effect unless and until the written
                  approval of the Inland Revenue has been obtained in accordance
                  with paragraph 81 of the Schedule; and

         (c)      any amendment to the Deed shall be made by supplemental deed;
                  and

         (d)      any amendment to the Rules may be made by supplemental deed or
                  resolution of the Committee.

23.      TERMINATION OF THE PLAN

 23.1    The Plan shall terminate:

                       (a)   in accordance with a Plan Termination Notice issued
                             by the Committee acting on behalf of the Company to
                             the Trustees under paragraph 89 of the Schedule; or

                       (b)   if earlier, on the expiry of the Trust Period.

23.2     The Committee shall immediately upon executing a Plan Termination
         Notice provide a copy of the notice to the Trustees, the Inland Revenue
         and each individual for whom the Trustees hold Plan Shares or who has
         entered into a Partnership Share

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         Agreement which was in force immediately before the Plan Termination
         Notice was issued.

23.3     Upon the issue of a Plan Termination Notice or upon the expiry of the
         Trust Period paragraph 90 of the Schedule shall have effect.

23.4     Any Shares or other assets which remain undisposed of after the
         requirements of paragraph 90 of the Schedule have been complied with
         shall be held by the Trustees upon trust to pay or apply them to or for
         the benefit of the Participating Companies as at the termination date
         in such proportion, having regard to their respective contributions, as
         the Trustees shall in their absolute discretion think appropriate.

24.      NOTICES

         Each advice, request, or other communication to be given or made under
         the Plan shall be in writing and delivered or sent to the relevant
         party at its address as notified to the other party. To the extent
         agreed by the Company and the Trustees, communications between the
         parties to this Deed and to Participants may also be by electronic
         means.

25.      PROPER LAW

         This Deed and the Rules of the Plan shall be governed by and construed
         in accordance with the laws of England and Wales.

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IN WITNESS whereof this deed has been executed and delivered the day and year
first above written.

         Executed as a Deed on behalf of
         APACHE NORTH SEA LIMITED
         by:

                 Director /s/ John A. Crum
                          --------------------------------------------

                 Director/Authorised signatory /s/ Eric L. Harry
                                               -----------------------

          Executed as a Deed on behalf of
          CAPITA IRG TRUSTEES LIMITED
          by:

                 Authorised Signatory /s/ [Name]
                                      --------------------------------

                 Authorised Signatory /s/ [Name]
                                      --------------------------------

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                            RULES OF THE APACHE U.K.
                              SHARE INCENTIVE PLAN

 1. DEFINITIONS

 2. PURPOSE OF THE PLAN

 3. ELIGIBILITY OF INDIVIDUALS

 4. PARTICIPATION ON SAME TERMS

 5. PARTNERSHIP SHARES (PART A)

 6. MATCHING SHARES (PART B)

 7. FREE SHARES (PART C)

 8. DIVIDEND SHARES (PART D)

 9. ACQUISITION OF SHARES

10. COMPANY RECONSTRUCTIONS

11. RIGHTS ISSUES

12. LEAVERS

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                                      RULES
                                     OF THE
                                   APACHE U.K.
                              SHARE INCENTIVE PLAN

1.       DEFINITIONS

1.1 The following words and expressions have the following meanings:

"ACCUMULATION PERIOD"               in relation to Partnership Shares, the
                                    period during which the Trustees accumulate
                                    a Qualifying Employee's Partnership Share
                                    Money before acquiring Partnership Shares or
                                    repaying it to the employee

"ACQUISITION DATE"                  (a) in relation to Partnership Shares, where
                                    there is no Accumulation Period, the meaning
                                    given by paragraph 50(4) of the Schedule;

                                    (b) in relation to Partnership Shares, where
                                    there is an Accumulation Period, the meaning
                                    given by paragraph 52(5) of the Schedule;
                                    and

                                    (c) in relation to Dividend Shares, the
                                    meaning given by paragraph 66(4) of the
                                    Schedule

"ASSOCIATED COMPANY"                the meaning given by paragraph 94 of the
                                    Schedule

"AWARD DATE"                        in relation to Free Shares or Matching
                                    Shares, the date on which such Shares are
                                    awarded

"AWARD"                             (a) in relation to Free Shares and Matching
                                    Shares, the appropriation of Free Shares and
                                    Matching Shares in accordance with the Plan;
                                    and

                                    (b) in relation to Partnership Shares, the
                                    acquisition of Partnership Shares on behalf
                                    of Qualifying Employees in accordance with
                                    the Plan

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"CAPITAL RECEIPT"                   the same meaning as in section 502 of ITEP
                                    2003

"CLOSE COMPANY"                     the same meaning as in paragraph 100 of the
                                    Schedule

"COMMITTEE"                         the committee appointed and authorised by
                                    the board of directors of the Company to
                                    operate the Plan

"COMPANY"                           Apache North Sea Limited

"CONNECTED COMPANY"                 the same meaning as in paragraph 18(3) of
                                    the Schedule

"CONTROL"                           the same meaning as in paragraph 100 of the
                                    Schedule

"DEALING DAY"                       a day on which the Stock Exchange is open
                                    for the transaction of business

"DEED"                              the trust deed constituting the Plan with
                                    any subsequent amendment thereto

"DIVIDEND SHARES"                   Shares acquired on behalf of a Participant
                                    from reinvestment of dividends under Part D
                                    of the Plan and which are subject to the
                                    Plan

"FREE SHARE AGREEMENT"              an agreement in such form as is acceptable
                                    to the Inland Revenue

"FREE SHARES"                       Shares awarded under Part C of the Plan
                                    which are subject to the Plan

"GROUP PLAN"                        the Plan as established by the Company and
                                    extending to its Subsidiaries which are
                                    Participating Companies

"HOLDING PERIOD"                    (a) in relation to Free Shares, the period
                                    specified by the Committee as mentioned in
                                    Rule 7.12;

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                                    (b) in relation to Matching Shares, the
                                    period specified by the Committee as
                                    mentioned in Rule 6.5; and

                                    (c) in relation to Dividend Shares, the
                                    period of 3 years from the Acquisition Date

"ICTA 1988"                         the Income and Corporation Taxes Act 1988

"INITIAL MARKET VALUE"              the Market Value of a Share on an Award
                                    Date. Where the Share is subject to a
                                    restriction or risk of forfeiture, the
                                    Market Value shall be determined without
                                    reference to that restriction or risk

"ITEP 2003"                         Income Tax (Earnings and Pensions) Act 2003

"MARKET VALUE"                      (a) where the Shares are listed on the Stock
                                    Exchange

                                    (i) if, and only if, all the Shares acquired
                                    for Award on an Acquisition Date or an Award
                                    Date are purchased and awarded to all
                                    Participants on the same day, the average of
                                    the prices paid by the Trustees for those
                                    Shares in Sterling

                                    or

                                    (ii) if all the Shares acquired for Award
                                    are not purchased and awarded to all
                                    Participants on the same day, the Sterling
                                    equivalent of the closing price of a Share
                                    on the immediately preceding Dealing Day (as
                                    derived from the Stock Exchange)

                                    (c) on any day where (a) above does not
                                    apply, the market value of a Share
                                    determined in accordance with the provisions
                                    of Part VIII of the Taxation of Chargeable
                                    Gains Act 1992 and agreed

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                                    for the purposes of the Plan with Inland
                                    Revenue Shares Valuation on or before that
                                    day

"MATCHING SHARES"                   Shares awarded under Part B of the Plan and
                                    which are subject to the Plan

"MATERIAL INTEREST"                 the same meaning as in paragraph 19 of the
                                    Schedule

"NICs"                              National Insurance Contributions

"PARENT COMPANY"                    Apache Corporation

"PARTICIPANT"                       an individual who has received under the
                                    Plan an Award of Free Shares, Matching
                                    Shares or Partnership Shares, or on whose
                                    behalf Dividend Shares have been acquired

"PARTICIPATING COMPANY"             the Company and such of its Subsidiaries as
                                    have executed deeds of adherence to the Plan
                                    under Clause 16 of the Trust Deed

"PARTNERSHIP SHARE                  an agreement in such form as is acceptable
AGREEMENT                           to the Inland Revenue

"PARTNERSHIP SHARES"                Shares awarded under Part A of the Plan and
                                    which are subject to the Plan

"PARTNERSHIP SHARE MONEY"           money deducted from a Qualifying Employee's
                                    Salary pursuant to a Partnership Share
                                    Agreement and held by the Trustees to
                                    acquire Partnership Shares or to be returned
                                    to such a person

"PAYE"                              pay as you earn as described in Section 684
                                    of ITEP 2003

"PERFORMANCE ALLOWANCES"            The criteria for an Award of Free Shares
                                    where:

                                    (a) whether Shares are awarded; or

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                                    (b) the number or value of Shares awarded

                                    is conditional on performance targets being
                                    met

"PLAN"                              this plan, being the Apache U.K. Share
                                    Incentive Plan

"PLAN SHARES"                       (a) Free Shares, Matching Shares or
                                    Partnership Shares awarded to Participants;

                                    (b) Dividend Shares acquired on behalf of
                                    Participants; and

                                    (c) shares in relation to which paragraph
                                    87(2) (company reconstructions: new shares)
                                    of the Schedule applies

                                    that remain subject to the Plan

"PLAN TERMINATION NOTICE"           a notice issued under paragraph 89 of the
                                    Schedule

"PROFIT SHARING SCHEME"             a profit sharing scheme approved by the
                                    Board of Inland Revenue under Schedule 9 of
                                    ICTA 1988

"QUALIFYING COMPANY"                the same meaning as in paragraph 17 of the
                                    Schedule

"QUALIFYING CORPORATE BOND"         the same meaning as in section 117 of the
                                    Taxation of Chargeable Gains Act 1992

"QUALIFYING EMPLOYEE"               an employee who must be invited to
                                    participate in an award in accordance with
                                    Rule 3.6 and any employee who the Committee
                                    has invited in accordance with Rule 3.7

"QUALIFYING PERIOD"                 a period as the Committee shall in their
                                    absolute discretion so decide being:

                                       21

<PAGE>

                                    (a) in the case of Free Shares a period not
                                    exceeding 18 months before the Award is
                                    made;

                                    (b) in the case of Partnership Shares and
                                    Matching Shares where there is an
                                    Accumulation Period a period not exceeding
                                    six months before the start of the
                                    Accumulation Period; and

                                    (c) in the case of Partnership Shares and
                                    Matching Shares where there is no
                                    Accumulation Period a period not exceeding
                                    18 months before the deduction of
                                    Partnership Share Money relating to the
                                    Award

"REDUNDANCY"                        the same meaning as in the Employment Rights
                                    Act 1996

"RELEVANT EMPLOYMENT"               employment by the Company or any Associated
                                    Company

"RETIREMENT AGE"                    for the purposes of this Plan, age 50

"RULES"                             these Rules together with any amendments
                                    thereto effected in accordance with Clause
                                    22 of the Deed

"SALARY"                            the same meaning as in paragraph 43(4) of
                                    the Schedule

"SCHEDULE"                          Schedule 2 to the Income Tax (Earnings and
                                    Pensions) Act 2003

"SHARES"                            shares of common stock in the capital of the
                                    Parent Company which comply with the
                                    conditions set out in paragraph 25 of the
                                    Schedule

"STOCK EXCHANGE"                    the New York Stock Exchange (or such
                                    successor organisation)

"SUBSIDIARY"                        any company which is for the time being
                                    under the Control of the Company

                                       22

<PAGE>

"TAX YEAR"                          a year beginning on 6 April and ending on
                                    the following 5 April

"TRUSTEES"                          the trustees or trustee for the time being
                                    of the Plan or any subsequent trustee or
                                    trustees as provided for in accordance with
                                    Clause 7 of the Deed

"TRUST FUND"                        all assets transferred to the Trustees to be
                                    held on the terms of the Deed and the assets
                                    from time to time representing such assets,
                                    including any accumulations of income

"TRUST PERIOD"                      the period of 80 years beginning with the
                                    date of the Deed

"UK RESIDENT TAXPAYER"              the same meaning as in paragraph 8(2) of the
                                    Schedule

1.2      References to any Act, or Part, Chapter, or section (including ICTA
         1988 and ITEP 2003) shall include any statutory modification, amendment
         or re-enactment of that Act, for the time being in force.

1.3      Words of the feminine gender shall include the masculine and vice versa
         and words in the singular shall include the plural and vice versa
         unless, in either case, the context otherwise requires or it is
         otherwise stated.

2.       PURPOSE OF THE PLAN

The purpose of the Plan is to enable employees of Participating Companies to
acquire Shares in the Parent Company which give them a continuing stake in the
Parent Company.

3.       ELIGIBILITY OF INDIVIDUALS

3.1      Subject to Rule 3.4, individuals are eligible to participate in an
         Award only if:

         (a)      they are employees of a Participating Company;

         (b)      they have been employees of a Qualifying Company at all times
                  during any Qualifying Period;

         (c)      they are eligible on the date(s) set out in paragraph
                  16(2)-(6) of the Schedule; and

                                       23

<PAGE>

         (d)      they do not fail to be eligible under either or both Rule 3.2
                  or Rule 3.3.

3.2      Individuals are not eligible to participate in an Award of Shares if
         they have, or within the preceding twelve months have had, a Material
         Interest in:

         (a)      a Close Company whose Shares may be appropriated or acquired
                  under the Plan; or

         (b)      a company which has Control of such a company or is a member
                  of a consortium which owns such a company.

3.3      Individuals are not eligible to participate in an Award of Free Shares
         in any Tax Year if in that Tax Year:

         (a)      they have been awarded shares under a Profit Sharing Scheme
                  established by the Company or a Connected Company, or are to
                  be awarded such shares at the same time; or

         (b)      they have received (or are to receive at the same time) an
                  award under another plan established by the Company or a
                  Connected Company and approved under the Schedule, or if they
                  would have received such an award but for their failure to
                  meet a performance target (see Rule 7.5).

3.4      Individuals are not eligible to participate in an Award of Partnership
         Shares or Matching Shares in any Tax Year if in that Tax Year they have
         received (or are to receive at the same time) an award under another
         plan established by the Company or a Connected Company (as defined in
         paragraph 18(3) of the Schedule) and approved under the Schedule, or if
         they would have received such an award but for their failure to meet a
         performance target (see Rule 7.5).

3.5      Notwithstanding any provision of any other of these Rules whatsoever:

         (a)      the Plan shall not form part of any contract of employment
                  between the Company, the Parent Company, a Subsidiary or any
                  Associated Company and any Participant and it shall not confer
                  on any Participant any legal or equitable rights (other than
                  those constituted by the grant of Awards themselves)
                  whatsoever against the Company, the Parent Company, a
                  Subsidiary or an Associated Company directly

                                       24

<PAGE>

                  or indirectly or give rise to any cause of action at law or in
                  equity against the Company, the Parent Company, a Subsidiary
                  or any Associated Company;

         (b)      participation in an Award is a matter entirely separate from
                  any pension right or entitlement a Participant may have and
                  from his terms or conditions of employment and participation
                  in the Plan shall in no respect whatever affect his pension
                  rights or entitlements or terms or conditions of employment
                  and in particular (but without limiting the generality of the
                  foregoing) any Participant who ceases to be an employee of the
                  Company, the Parent Company, a Subsidiary or an Associated
                  Company shall not be entitled to any compensation for any loss
                  of any right or benefit or prospective right or benefit under
                  the Plan which he might otherwise have enjoyed whether such
                  compensation is claimed by way of damages for wrongful
                  dismissal or other breach of contract or by way of
                  compensation for loss of office or otherwise howsoever and
                  notwithstanding that he may have been dismissed wrongfully or
                  unfairly (within the meaning of the Employment Rights Act
                  1996).

EMPLOYEES WHO MUST BE INVITED TO PARTICIPATE IN AWARDS

3.6      Individuals shall be eligible to receive an Award of Shares under the
         Plan if they meet the requirements in Rule 3.1 and are UK Resident
         Taxpayers. In this case they shall be invited to participate in any
         Awards of Free Shares, Partnership Shares or Matching Shares, and
         acquisitions of Dividend Shares, as are set out in the Plan.

EMPLOYEES WHO MAY BE INVITED TO PARTICIPATE IN AWARDS

3.7      The Committee may also invite, at their discretion, any employee who
         meets the requirements in Rule 3.1 to participate in any Award of Free
         Shares, Partnership Shares or Matching Shares, and acquisitions of
         Dividend Shares, as are set out in the Plan. The Committee shall notify
         the Trustees of employees who participate under this Rule.

4.       PARTICIPATION ON SAME TERMS

4.1      Every Qualifying Employee shall be invited to participate in an Award
         on the same terms. All who do participate in an Award shall do so on
         the same terms.

                                       25

<PAGE>

4.2      The Committee may make an Award of Free Shares to Qualifying Employees
         by reference to their remuneration, length of service or hours worked.

4.3      The Committee may make an Award of Free Shares to Qualifying Employees
         by reference to their performance as set out in Rule 7.5.

4.4      The Participating Companies shall make contributions to the Trustees to
         finance any purchase by the Trustees of Free and/or Matching Shares for
         award on an Award Date.

                                       26

<PAGE>

                                     PART A

5.       PARTNERSHIP SHARES

5.1      The Committee may at any time invite every Qualifying Employee to enter
         into a Partnership Share Agreement, should the Committee decide to
         offer Partnership Shares, in accordance with this Part of the Rules.
         The Committee shall determine whether there is to be an Accumulation
         Period. An Accumulation Period may be up to 12 months and shall apply
         equally to all Qualifying Employees in the Plan.

5.2      Partnership Shares shall not be subject to any provision under which
         they may be forfeit.

MAXIMUM AMOUNT OF DEDUCTIONS

5.3      The amount of Partnership Share Money deducted from an employee's
         Salary shall not exceed L125 in any month (or such other amount
         as may from time to time be permitted under paragraph 46(1) of the
         Schedule and approved by the Committee). If the Salary is not paid
         monthly, the applicable limit shall be calculated proportionately.

5.4      The amount of Partnership Share Money deducted from an employee's
         Salary over an Accumulation Period shall not exceed 10% (or such other
         percentage as may from time to time be permitted under paragraph 46(2)
         of the Schedule and approved by the Committee) of the total of the
         payments of Salary made to such employee over that Accumulation Period
         or if there is no Accumulation Period, 10% (or such other percentage as
         may be permitted under paragraph 46(2) of the Schedule) of the Salary
         payment from which the deduction is made.

5.5      Any amount deducted in excess of that allowed by Rule 5.3 or Rule 5.4
         shall be paid over to the employee, subject to both deduction of income
         tax under PAYE and NICs, as soon as practicable.

MINIMUM AMOUNT OF DEDUCTIONS

5.6      The minimum amount to be deducted under the Partnership Share Agreement
         in any month shall be the same in relation to all Partnership Share
         Agreements entered into in response to invitations issued on the same
         occasion. It shall not be greater than L10 (or such other amount
         as may be permitted under paragraph 47(1) of the Schedule and approved
         by the Committee).

                                       27

<PAGE>

NOTICE OF POSSIBLE EFFECT OF DEDUCTIONS ON BENEFIT ENTITLEMENT

5.7      Every Partnership Share Agreement shall contain a notice under
         paragraph 48 of the Schedule.

RESTRICTION IMPOSED ON NUMBER OF SHARES AWARDED

5.8      The Committee may specify the maximum number of Shares to be included
         in an Award of Partnership Shares.

5.9      The Partnership Share Agreement shall contain an undertaking by the
         Company to notify each Qualifying Employee of any restriction on the
         number of Shares to be included in an Award.

5.10     The notification in Rule 5.9 above shall be given:

         (a)      if there is no Accumulation Period, before the deduction of
                  the Partnership Share Money relating to the Award; and

         (b)      if there is an Accumulation Period, before the beginning of
                  the Accumulation Period relating to the Award.

PLAN WITH NO ACCUMULATION PERIOD

5.11     The Trustees shall acquire Shares on behalf of the Qualifying Employee
         using the Partnership Share Money. They shall acquire the Shares on the
         Acquisition Date. The number of Shares awarded to each employee shall
         be determined in accordance with the Market Value of the Shares on that
         date.

PLAN WITH ACCUMULATION PERIOD

5.12     If there is an Accumulation Period, the Trustees shall acquire Shares
         on behalf of the Qualifying Employee, on the Acquisition Date, using
         the Partnership Share Money.

5.13     The number of Shares acquired on behalf of each Participant shall be
         determined by reference to the lower of:

         (a)      the Market Value of the Shares at the beginning of the
                  Accumulation Period; and

         (b)      the Market Value of the Shares on the Acquisition Date.

5.14     If a transaction occurs during an Accumulation Period which results in
         a new holding of shares being equated for the purposes

                                       28

<PAGE>

         of capital gains tax with any of the shares to be acquired under the
         Partnership Share Agreement, the employee may agree that the
         Partnership Share Agreement shall have effect after the time of that
         transaction as if it were an agreement for the purchase of shares
         comprised in the new holding.

SURPLUS PARTNERSHIP SHARE MONEY

5.15     Any surplus Partnership Share Money remaining after the acquisition of
         Shares by the Trustees:

         (a)      may, with the agreement of the Participant, be carried forward
                  to the next Accumulation Period or the next deduction date;
                  and

         (b)      in any other case, shall be paid over to the Participant,
                  subject to both deduction of income tax under PAYE and NICs,
                  as soon as practicable.

SCALING DOWN

5.16     If the Company receives applications for Partnership Shares exceeding
         the Award maximum determined in accordance with Rule 5.8 then the
         following steps shall be taken in sequence until the excess is
         eliminated.

         Step 1.           the excess of the monthly deduction chosen by each
                           applicant over the minimum amount provided in Rule
                           5.6 shall be reduced pro rata;

         Step 2.           all monthly deductions shall be reduced to the
                           minimum amount provided in Rule 5.6;

         Step 3.           applications shall be selected by lot, each based on
                           a monthly deduction of the minimum amount provided in
                           Rule 5.6.

         Each application shall be deemed to have been modified or withdrawn in
         accordance with the foregoing provisions, and each employee who has
         applied for Partnership Shares shall be notified of the change.

STOPPING AND RE-STARTING DEDUCTIONS

5.17     An employee may stop and re-start deductions under a Partnership Share
         Agreement at any time by notice in writing to their employing company.
         Unless a later date is specified in the

                                       29

<PAGE>

         notice, such notice shall take effect as soon as practicable but in any
         event no later than 30 days after their employing company receives it.

WITHDRAWAL FROM PARTNERSHIP SHARE AGREEMENT

5.18     An employee may withdraw from a Partnership Share Agreement at any time
         by notice in writing to their employing company. Unless a later date is
         specified in the notice, such a notice shall take effect 30 days after
         their employing company receives it. Any Partnership Share Money then
         held on behalf of an employee shall be paid over to that employee as
         soon as practicable. This payment shall be subject to income tax under
         PAYE and NICs.

REPAYMENT OF PARTNERSHIP SHARE MONEY ON WITHDRAWAL OF APPROVAL OR TERMINATION

5.19     If approval to the Plan is withdrawn or a Plan Termination Notice is
         issued in respect of the Plan, any Partnership Share Money held on
         behalf of employees shall be repaid to them as soon as practicable,
         subject to deduction of income tax under PAYE, and NICs.

                                       30

<PAGE>

                                     PART B

6.       MATCHING SHARES

6.1      The Partnership Share Agreement sets out the basis on which a
         Participant is entitled to Matching Shares, should the Committee decide
         to offer Matching Shares, in accordance with this Part of the Rules.

GENERAL REQUIREMENTS FOR MATCHING SHARES

6.2      Matching Shares shall:

         (a)      be Shares of the same class and carrying the same rights as
                  the Partnership Shares to which they relate;

         (b)      subject to Rule 6.4, be awarded on the same day as the
                  Partnership Shares to which they relate are acquired on behalf
                  of the Participant; and

         (c)      be awarded to all Participants on exactly the same basis.

RATIO OF MATCHING SHARES TO PARTNERSHIP SHARES

6.3      The Partnership Share Agreement shall specify the ratio of Matching
         Shares to Partnership Shares for the time being offered by the Company
         and that ratio shall not exceed 2:1 (or such other ratio as may from
         time to time be permitted under paragraph 60(2) of the Schedule and
         approved by the Committee). The Committee may vary the ratio before
         Partnership Shares are acquired. Employees shall be notified of the
         terms of any such variation before the Partnership Shares are awarded
         under the Partnership Share Agreement.

6.4      If the Partnership Shares acquired on the day referred to in Rule
         6.2(b) above are not sufficient to produce a Matching Share, the match
         shall be made when sufficient Partnership Shares have been acquired to
         allow at least one Matching Share to be appropriated.

HOLDING PERIOD FOR MATCHING SHARES

6.5      The Committee shall, in relation to each Award Date, specify a Holding
         Period throughout which a Participant shall be bound by the terms of
         the Partnership Share Agreement.

                                       31

<PAGE>

6.6      The Holding Period shall, in relation to each Award, be a specified
         period of not less than 3 years nor more than 5 years (or such other
         periods as may be from time to time be specified under paragraph 61 of
         the Schedule and approved by the Committee), beginning with the Award
         Date and shall be the same for all Participants who receive an Award at
         the same time. The Holding Period shall not be increased in respect of
         Matching Shares awarded under the Plan.

6.7      A Participant may during the Holding Period direct the Trustees:

         (a)      to accept an offer for any of their Matching Shares if the
                  acceptance or agreement shall result in a new holding being
                  equated with those original Shares for the purposes of capital
                  gains tax; or

         (b)      to accept an offer of a Qualifying Corporate Bond (whether
                  alone or with other assets or cash or both) for their Matching
                  Shares if the offer forms part of such a general offer as is
                  mentioned in paragraph (c) below; or

         (c)      to accept an offer of cash, with or without other assets, for
                  their Matching Shares if the offer forms part of a general
                  offer which is made to holders of shares of the same class as
                  their Shares or to the holders of shares in the same company,
                  and which is made in the first instance on a condition such
                  that if it is satisfied the person making the offer shall have
                  control of that company, within the meaning of section 416 of
                  ICTA 1988; or

         (d)      to agree to a transaction affecting their Matching Shares or
                  such of them as are of a particular class, if the transaction
                  would be entered into pursuant to a compromise, arrangement or
                  scheme applicable to or affecting;

                  (i)      all of the ordinary share capital of the Parent
                           Company or, as the case may be, all the shares of the
                           class in question; or

                  (ii)     all the shares, or all the shares of the class in
                           question, which are held by a class of shareholders
                           identified otherwise than by reference to their
                           employment or their participation in a plan approved
                           under the Schedule.

                                       32

<PAGE>

                                     PART C

7.       FREE SHARES

7.1      The Committee may at any time invite every Qualifying Employee to enter
         into a Free Share Agreement, should the Committee decide to offer Free
         Shares, in accordance with this Part of the Rules.

7.2      The Trustees, acting with the prior consent of the Committee, may from
         time to time award Free Shares.

7.3      The number of Free Shares to be awarded by the Trustees to each
         Qualifying Employee on an Award Date shall be determined by the
         Committee in accordance with this Rule.

MAXIMUM ANNUAL AWARD

7.4      The Initial Market Value of the Shares awarded to a Qualifying Employee
         in any Tax Year shall not exceed L3,000 (or such other amount as
         may be permitted under paragraph 35 of the Schedule and approved by the
         Committee).

ALLOCATION OF FREE SHARES BY REFERENCE TO PERFORMANCE

7.5      The Committee may stipulate that the number of Free Shares (if any) to
         be awarded to each Qualifying Employee on a given Award Date shall be
         determined by reference to Performance Allowances.

7.6      If Performance Allowances are used, they shall apply to all Qualifying
         Employees.

7.7      (a)      Performance Allowances shall be determined by reference to
                  such fair and objective criteria (performance targets)
                  relating to business results as the Committee shall determine
                  over such period as the Committee shall specify;

         (b)      performance targets must be set for performance units of one
                  or more employees; and

         (c)      for the purposes of an Award of Free Shares an employee must
                  not be a member of more than one performance unit.

7.8      Where the Committee decides to use Performance Allowances it shall, as
         soon as reasonably practicable:

                                       33

<PAGE>

         (a)      notify each employee participating in the Award of the
                  performance targets and measures which, under the Plan, shall
                  be used to determine the number or value of Free Shares
                  awarded to him; and

         (b)      notify all Qualifying Employees of the Company or, in the case
                  of a Group Plan, of any Participating Company, in general
                  terms, of the performance targets and measures to be used to
                  determine the number or value of Free Shares to be awarded to
                  each Participant in the Award.

7.9      The Committee shall determine the number of Free Shares (if any) to be
         awarded to each Qualifying Employee by reference to performance using
         method 1 or method 2. The same method shall be used for all Qualifying
         Employees for each Award.

PERFORMANCE ALLOWANCES: METHOD 1

7.10     By this method:

         (a)      at least 20% of Free Shares awarded in any performance period
                  shall be awarded without reference to performance;

         (b)      the remaining Free Shares shall be awarded by reference to
                  performance; and

         (c)      the highest Award made to an individual by reference to
                  performance in any period shall be no more than four times the
                  highest Award to an individual without reference to
                  performance.

         If this method is used:

         -   the Free Shares awarded without reference to performance (paragraph
             (a) above) shall be awarded on the same terms mentioned in Rule 4;
             and

         -   the Free Shares awarded by reference to performance (paragraph (b)
             above) need not be allocated on the same terms mentioned in Rule 4.

PERFORMANCE ALLOWANCES: METHOD 2

7.11     By this method:

         (a)      some or all Free Shares shall be awarded by reference to
                  performance;

                                       34

<PAGE>

         (b)      the Award of Free Shares to Qualifying Employees who are
                  members of the same performance unit shall be made on the same
                  terms, as mentioned in Rule 4; and

         (c)      Free Shares awarded for each performance unit shall be treated
                  as separate Awards.

HOLDING PERIOD FOR FREE SHARES

7.12     The Committee shall, in relation to each Award Date, specify a Holding
         Period throughout which a Participant shall be bound by the terms of
         the Free Share Agreement.

7.13     The Holding Period shall, in relation to each Award, be a specified
         period of not less than 3 years nor more than 5 years (or such other
         periods as may from time to time be specified under paragraph 36(2) of
         the Schedule and approved by the Committee), beginning with the Award
         Date and shall be the same for all Participants who receive an Award at
         the same time. The Holding Period shall not be increased in respect of
         Free Shares already awarded under the Plan.

7.14     A Participant may during the Holding Period direct the Trustees:

         (a)      to accept an offer for any of their Free Shares if the
                  acceptance or agreement shall result in a new holding being
                  equated with those Shares for the purposes of capital gains
                  tax; or

         (b)      to accept an offer of a Qualifying Corporate Bond (whether
                  alone or with other assets or cash or both) for their Free
                  Shares if the offer forms part of such a general offer as is
                  mentioned in paragraph (c) below; or

         (c)      to accept an offer of cash, with or without other assets, for
                  their Free Shares if the offer forms part of a general offer
                  which is made to holders of shares of the same class as their
                  Shares, or to holders of shares in the same company and which
                  is made in the first instance on a condition such that if it
                  is satisfied the person making the offer shall have control of
                  that company, within the meaning of section 416 ICTA 1988; or

         (d)      to agree to a transaction affecting their Free Shares or such
                  of them as are of a particular class, if the transaction would
                  be entered into pursuant to a compromise, arrangement or
                  scheme applicable to or affecting:

                                       35

<PAGE>

                  (i)      all of the ordinary share capital of the Parent
                           Company or, as the case may be, all the shares of the
                           class in question; or

                  (ii)     all the shares, or all the shares of the class in
                           question, which are held by a class of shareholders
                           identified otherwise than by reference to their
                           employment or their participation in a plan approved
                           under the Schedule.

7.15     The performance targets and measures referred to in this Rule 7 may be
         relaxed, waived, or amended if an event occurs which causes the
         Committee to consider that any of the existing targets or measures have
         become unfair or impractical. Provided that any such relaxation, waiver
         or amendment shall be fair and reasonable and any amended target or
         measure shall not be any more difficult or any less difficult to
         satisfy than the original target or measure.

                                       36

<PAGE>

                                     PART D

8.       DIVIDEND SHARES

REINVESTMENT OF CASH DIVIDENDS

8.1      The Free Share Agreement or Partnership Share Agreement, as
         appropriate, shall set out the rights and obligations of Participants
         receiving Dividend Shares under the Plan.

8.2      The Committee may decide to direct the Trustees to:

         (a)      apply all Participants' dividends, up to the limit specified
                  in Rule 8.5, to acquire Dividend Shares;

         (b)      to pay all dividends in cash to all Participants; or

         (c)      to offer Participants the choice of either paragraph (a) or
                  (b) above.

8.3      Dividend Shares shall be Shares:

         (a)      of the same class and carrying the same rights as the Shares
                  in respect of which the dividend is paid; and

         (b)      which are not subject to any provision for forfeiture.

8.4      The Committee may revoke any direction for reinvestment of cash
         dividends.

8.5      The amount applied by the Trustees in acquiring Dividend Shares shall
         not exceed L1,500 (or such other amount as may be permitted under
         paragraph 64(1) of the Schedule) in each Tax Year in respect of any
         Participant. For the purposes of this Rule, the Dividend Shares are
         those acquired under this Plan and those acquired under any other plan
         approved under the Schedule. In exercising their powers in relation to
         the acquisition of Dividend Shares the Trustees must treat Participants
         fairly and equally.

8.6      If the amounts received by the Trustees exceed the limit in Rule 8.5,
         the balance shall be paid to the participant as soon as practicable.

8.7 If dividends are to be reinvested, the Trustees shall apply all the cash
    dividend to acquire Shares on behalf of the Participant on the Acquisition
    Date. The number of Dividend Shares acquired on

                                       37

<PAGE>

    behalf of each Participant shall be determined by the Market Value of the
    Shares on the Acquisition Date.

CERTAIN AMOUNTS NOT REINVESTED TO BE CARRIED FORWARD

8.8      Subject to Rule 8.6, any amount that is not reinvested:

         (a)      because the amount of the cash dividend is insufficient to
                  acquire a Share; or

         (b)      because there is an amount remaining after acquiring the
                  Dividend Shares;

         may be retained by the Trustees and carried forward to be added to the
         amount of the next cash dividend to be reinvested.

8.9      If, during the period of 3 years (or such other period as may from time
         to time be specified under paragraph 68(4) of the Schedule) beginning
         with the date on which the dividend was paid:

         (a)      it is not reinvested; or

         (b)      the Participant ceases to be in Relevant Employment; or

         (c)      a Plan Termination Notice is issued

         the amount shall be repaid to the Participant as soon as practicable.
         On making such a payment, the Participant shall be provided with the
         information specified in paragraph 80(4) of the Schedule.

HOLDING PERIOD FOR DIVIDEND SHARES

8.10     The Holding Period shall be a period of 3 years (or such other period
         as may from time to time be specified under paragraph 67 of the
         Schedule), beginning with the Acquisition Date.

8.11     A Participant may during the Holding Period direct the Trustees:

         (a)      to accept an offer for any of their Dividend Shares if the
                  acceptance or agreement shall result in a new holding being
                  equated with those Shares for the purposes of capital gains
                  tax; or

         (b)      to accept an offer of a Qualifying Corporate Bond (whether
                  alone or with other assets or cash or both) for their Dividend

                                       38

<PAGE>

                  Shares if the offer forms part of such a general offer as is
                  mentioned in paragraph (c) below; or

         (c)      to accept an offer of cash, with or without other assets, for
                  their Dividend Shares if the offer forms part of a general
                  offer which is made to holders of shares of the same class as
                  their Shares or to holders of shares in the same company, and
                  which is made in the first instance on a condition such that
                  if it is satisfied the person making the offer shall have
                  control of that company, within the meaning of section 416 of
                  ICTA 1988; or

         (d)      to agree to a transaction affecting their Dividend Shares or
                  such of them as are of a particular class, if the transaction
                  would be entered into pursuant to a compromise, arrangement or
                  scheme applicable to or affecting:

                  (i)      all of the ordinary share capital of the Parent
                           Company or, as the case may be, all the shares of the
                           class in question; or

                  (ii)     all the shares, or all the shares of the class in
                           question, which are held by a class of shareholders
                           identified otherwise than by reference to their
                           employment or their participation in a plan approved
                           under the Schedule.

8.12     Where a Participant is charged to tax in the event of their Dividend
         Shares ceasing to be subject to the Plan, they shall be provided with
         the information specified in paragraph 80(4) of the Schedule.

9.       ACQUISITION OF SHARES

Awards under the Plan may be satisfied by existing Shares which are purchased by
the Trustees on the open market or at arms length from any shareholder. The
Trustees shall not have the right to subscribe to the Parent Company for newly
issued Shares in order to satisfy an Award.

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10.      COMPANY RECONSTRUCTIONS

10.1     The following provisions of this Rule apply if there occurs in relation
         to any of a Participant's Plan Shares (referred to in this Rule as "the
         Original Holding"):

         (a)      a transaction which results in a new holding (referred to in
                  this Rule as "the New Holding") being equated with the
                  Original Holding for the purposes of capital gains tax; or

         (b)      a transaction which would have that result but for the fact
                  that what would be the new holding consists of or includes a
                  Qualifying Corporate Bond.

10.2     If an issue of shares of any of the following description (in respect
         of which a charge to income tax arises) is made as part of a company
         reconstruction, those shares shall be treated for the purposes of this
         Rule as not forming part of the New Holding:

         (a)      redeemable shares or securities issued as mentioned in section
                  209(2)(c) of ICTA 1988 (distributions);

         (b)      share capital issued in circumstances such that section 210(1)
                  of ICTA 1988 (bonus issues) applies; or

         (c)      share capital to which section 249 of ICTA 1988 (stock
                  dividends) applies.

10.3     In this Rule:

         "Corresponding Shares" in relation to any New Shares, means the Shares
         in respect of which the New Shares are issued or which the New Shares
         otherwise represent;

         "New Shares" means shares comprised in the New Holding which were
         issued in respect of, or otherwise represent, shares comprised in the
         Original Holding.

10.4     Subject to the following provisions of this Rule, references in this
         Plan to a Participant's Plan Shares shall be respectively construed,
         after the time of the company reconstruction, as being or, as the case
         may be, as including references to any New Shares.

10.5     For the purposes of the Plan:

         (a)      a company reconstruction shall be treated as not involving a
                  disposal of Shares comprised in the Original Holding; and

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         (b)      the date on which any New Shares are to be treated as having
                  been appropriated to or acquired on behalf of the Participant
                  shall be that on which Corresponding Shares were so
                  appropriated or acquired.

10.6     In the context of a New Holding, any reference in this Rule to shares
         includes securities and rights of any description which form part of
         the New Holding for the purposes of Chapter II of Part IV of the
         Taxation of Chargeable Gains Act 1992.

11.      RIGHTS ISSUES

11.1     Any shares or securities allotted under Clause 12 of the Deed shall be
         treated as Plan Shares identical to the shares in respect of which the
         rights were conferred. They shall be treated as if they were awarded to
         or acquired on behalf of the Participant under the Plan in the same way
         and at the same time as those Plan Shares in respect of which they are
         allotted.

11.2     Rule 11.1 does not apply:

         (a)      to shares and securities allotted as the result of taking up a
                  rights issue where the funds to exercise those rights were
                  obtained otherwise than by virtue of the Trustees disposing of
                  rights in accordance with this Rule; or

         (b)      where the rights to a share issue attributed to Plan Shares
                  are different from the rights attributed to other ordinary
                  shares of the Parent Company.

12.      LEAVERS

A Participant who ceases to be in Relevant Employment must remove his Shares
from the trust. Unless the Participant provides the requisite funds to the
Company or the Trustees to cover any income tax and employee's NICs liability
that may arise due to his Shares ceasing to be subject to the Plan, the Trustees
shall have the discretion to dispose of sufficient of the Participant's Shares
to meet such liabilities on behalf of the Participant.

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