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                                                                   EXHIBIT 10.31

                               APACHE CORPORATION

                       2003 STOCK APPRECIATION RIGHTS PLAN

                           EFFECTIVE AS OF MAY 1, 2003

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                               APACHE CORPORATION
                       2003 STOCK APPRECIATION RIGHTS PLAN

                                    SECTION 1

                                  INTRODUCTION

1.1      Establishment. Apache Corporation, a Delaware corporation (hereinafter
referred to, together with its Affiliated Corporations (as defined in Section
2.1 hereof) as the "Company" except where the context otherwise requires),
hereby establishes the Apache Corporation 2003 Stock Appreciation Rights Plan
(the "Plan") for Eligible Employees (as defined in Section 2.1 hereof). The Plan
permits the grant of stock appreciation rights to Eligible Employees selected by
the Committee (as defined in Section 2.1 hereof).

1.2      Purposes. The purposes of the Plan are to provide the Eligible
Employees designated by the Committee for participation in the Plan with added
incentives to continue in the long-term service of the Company and to create in
such employees a more direct interest in the future success of the operations of
the Company by relating incentive compensation to increases in stockholder
value, so that the income of those employees is more closely aligned with the
interests of the Company's stockholders. The Plan is also designed to retain and
motivate Eligible Employees and attract talented personnel in a competitive
environment.

1.3      Effective Date. The effective date of the Plan (the "Effective Date")
is May 1, 2003.

                                    SECTION 2

                                   DEFINITIONS

2.1      Definitions. The following terms shall have the meanings set forth
below:

         (a)      "Administrative Agent" means any designee or agent that may be
appointed by the Committee pursuant to Section 3.1(b) hereof.

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

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         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Committee" means the Stock Option Plan Committee of the
Board, which is empowered hereunder to take actions in the administration of the
Plan. The Committee shall be constituted at all times as to permit the Plan to
comply with Rule 16b-3 or any successor rule(s) promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act").

         (e)      "Eligible Employees" means full-time employees (including,
without limitation, officers and directors who are also employees), and certain
part-time employees, of the Company or any division thereof.

         (f)      "Exercise Date" means the date of exercise determined in
accordance with subsection 7.2(g) hereof.

         (g)      "Expiration Date" means the date on which the Stock
Appreciation Right Period (as defined in subsection 7.2(c) hereof) ends.

         (h)      "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.

         (i)      "Grant Date" means the date of grant determined in accordance
with subsection 7.2(h) hereof.

         (j)      "Internal Revenue Code" means the Internal Revenue Code of
1986, as it may be amended from time to time.

         (k)      "Participant" means an Eligible Employee designated by the
Committee from time to time during the term of the Plan to receive one or more
Stock Appreciation Rights under the Plan.

         (l)      "Stock Appreciation Right" means to receive an amount equal to
the excess of the Fair Market Value as of the Exercise Date of one share of
Stock over the SAR Price times the number of shares of Stock to which the Stock
Appreciation Right relates.

         (m)      "SAR Price" means the price at which the Stock Appreciation
Right was granted determined in accordance with subsection 7.2(b) hereof.

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         (n)      "Stock" means the U.S. $1.25 par value Common Stock of the
Company.

2.2      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.

                                    SECTION 3

                               PLAN ADMINISTRATION

3.1      Administration by the Committee.

         (a)      The Plan shall be administered by the Committee. In accordance
with the provisions of the Plan, the Committee shall, in its sole discretion,
select the Participants from among the Eligible Employees, determine the Stock
Appreciation Rights to be granted pursuant to the Plan, the number of shares of
Stock to which each Stock Appreciation Right relates, the time at which such
Stock Appreciation Rights are to be granted, fix the SAR Price, and establish
such other terms and requirements as the Committee may deem necessary or
desirable and consistent with the terms of the Plan. The Committee shall
determine the form or forms of the agreements with Participants which shall
evidence the particular provisions, terms, conditions, rights and duties of the
Company and the Participants with respect to Stock Appreciation Rights granted
pursuant to the Plan, which provisions need not be identical except as may be
provided herein.

         (b)      The Committee may from time to time adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Committee may appoint an
Administrative 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 correct any defect,
supply any omission or reconcile any inconsistency in the Plan, or in any
agreement entered into hereunder, in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such

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expediency. No member of the Committee shall be liable for any action or
determination made in good faith. The determination, interpretations and other
actions of the Committee pursuant to the provisions of the Plan shall be binding
and conclusive for all purposes and on all persons.

                                    SECTION 4

                    ADJUSTMENTS TO OR OTHER CHANGES IN STOCK

4.1      Adjustments for Stock Split, Stock Dividend, etc. If the Company 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, in each case, equitably and
proportionally adjusted to take into account the occurrence of any of the above
events, (i) the shares of Stock to which each outstanding Stock Appreciation
Right relates; and (iii) the SAR Price for each outstanding Stock Appreciation
Right granted hereunder.

4.2      Other Changes in Stock. In the event there shall be any change, other
than as specified in Section 4.1 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 to which outstanding Stock Appreciation Rights
relate, then such adjustments shall be made by the Committee and shall be
effective for all purposes of the Plan and for each outstanding Stock
Appreciation Right that involves the particular type of stock for which a change
was effected.

4.3      Determination by the Committee, Etc. Adjustments under this Section 4
shall be made by the Committee, whose determinations with regard thereto shall
be final and binding upon all parties.

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                                    SECTION 5

                          REORGANIZATION OR LIQUIDATION

In the event that the Company is merged or consolidated with another corporation
and the Company 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 the
Company 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
8 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
outstanding Stock Appreciation Rights 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 such outstanding Stock Appreciation
Rights by the substitution on an equitable basis of appropriate stock of the
Company 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 holding such Stock
Appreciation Rights as a result of such substitution, and the excess of the
aggregate Fair Market Value of the shares of Stock to which the Stock
Appreciation Rights relate immediately after such substitution over the
aggregate SAR Price thereof is not more than the excess of the aggregate Fair
Market Value of the shares of Stock to which such Stock Appreciation Rights
relate immediately before such substitution over the aggregate Unit Price
thereof, or (ii) upon written notice to the Participants, provide that all
unexercised Stock Appreciation Rights shall be exercised within a specified
number of days of the date of such notice or such Stock Appreciation Rights will
be terminated. In the latter event, the Committee shall accelerate the vesting
dates of outstanding Stock Appreciation Rights so that all Stock Appreciation
Rights become fully vested and exercisable prior to any such event.

                                    SECTION 6

                                  PARTICIPATION

Participants in the Plan shall be those Eligible Employees who, in the judgment
of the Committee, are performing, or during the term of their incentive
arrangement will perform, vital services in the management, operation and
development of the Company or an Affiliated Corporation, and significantly
contribute, or are expected to significantly contribute, to the achievement of
the Company's long-term corporate economic objectives. Participants may be
granted from time to

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time one or more Stock Appreciation Rights; provided, however, that the grant of
each such Stock Appreciation Right shall be separately approved by the
Committee, and receipt of one such Stock Appreciation Right shall not result in
automatic receipt of any other Stock Appreciation Right. Upon determination by
the Committee that a Stock Appreciation Right is to be granted to a Participant,
written notice shall be given to such person, specifying the terms, conditions,
rights and duties related thereto. Each Participant shall, if required by the
Committee, enter into an agreement with the Company, in such form as the
Committee shall determine and which is consistent with the provisions of the
Plan, specifying such terms, conditions, rights and duties. Stock Appreciation
Rights shall be deemed to be granted as of the date specified in the grant
resolution of the Committee, which date shall be the date of any related
agreement with the Participant. In the event of any inconsistency between the
provisions of the Plan and any such agreement entered into hereunder, the
provisions of the Plan shall govern.

                                    SECTION 7

                            STOCK APPRECIATION RIGHTS

7.1      Grant of Stock Appreciation Rights. Coincident with or following
designation for participation in the Plan, an Eligible Employee may be granted
one or more Stock Appreciation Rights. Grants of Stock Appreciation Rights under
the Plan shall be made by the Committee. In no event shall the exercise of one
Stock Appreciation Right affect the right to exercise any other Stock
Appreciation Right or affect the number of shares of Stock to which any other
Share Appreciation Right relates, except as provided in subsection 7.2(j)
hereof.

7.2      Stock Appreciation Right Agreements. Each Stock Appreciation Right
granted under the Plan shall be evidenced by a written agreement which shall be
entered into by the Company and the Participant to whom the Stock Appreciation
Right is granted (the "Stock Appreciation Right Agreement"), and which shall
contain the following terms and conditions, as well as such other terms and
conditions, not inconsistent therewith, as the Committee may consider
appropriate in each case:

         (a)      Number of Shares. Each Stock Appreciation Right Agreement
shall state that it relates to a specified number of shares of Stock, as
determined by the Committee.

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         (b)      SAR Price. The price shall be determined in each case by the
Committee at the time of grant and set forth in the Stock Appreciation Right
Agreement, but in no event shall the SAR Price be less than the Fair Market
Value of the Stock on the Grant Date.

         (c)      Duration of Stock Appreciation Rights; Employment Required For
Exercise. Each Stock Appreciation Right Agreement shall state the period of
time, determined by the Committee, within which the Stock Appreciation Right may
be exercised by the Participant (the "Stock Appreciation Right Period"). The
Stock Appreciation Right Period must end, in all cases, not more than ten years
from the Grant Date. Except as otherwise provided in Sections 5 and 8 and
subsection 7.2(d)(iv) hereof, each Stock Appreciation Right granted under the
Plan shall become exercisable in increments such that 25 percent of the Share
Appreciation Right becomes exercisable on each of the four subsequent one-year
anniversaries of the date the Stock Appreciation Right is granted, provided that
each such additional 25-percent increment shall become exercisable only if the
Participant has been continuously employed by the Company from the date the
Stock Appreciation Right is granted through the date on which each such
additional 25-percent increment becomes exercisable.

         (d)      Termination of Employment, Death, Disability, Etc. Each Stock
Appreciation Right Agreement shall provide as follows with respect to the
exercise of the Stock Appreciation Right upon termination of the employment or
the death of the Participant:

                  (i)      If the employment of the Participant by the Company
is terminated within the Stock Appreciation Right Period for cause, as
determined by the Company, the Stock Appreciation Right shall thereafter be void
for all purposes. As used in this subsection 7.2(d), "cause" shall mean a gross
violation, as determined by the Company, of the Company's established policies
and procedures, provided that the effect of this subsection 7.2(d) shall be
limited to determining the consequences of a termination and that nothing in
this subsection 7.2(d) shall restrict or otherwise interfere with the Company's
discretion with respect to the termination of any employee.

                  (ii)     If the Participant retires from employment by the
Company on or after attaining age 60, the Stock Appreciation Right may be
exercised by the Participant within 36 months following his or her retirement
(provided that such exercise must occur within the Stock Appreciation Right
Period), but not thereafter. In the event of the Participant's death during such
36-month period, each Stock Appreciation Right may be exercised by those
entitled to do so in the manner referred to in (iv) below. In any such case, the
Stock Appreciation Right

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may be exercised only as to the increment(s) of the Stock Appreciation Right
that have become exercisable on or before the date of the Participant's
retirement.

                  (iii)    If the Participant becomes disabled (as determined
pursuant to the Company's Long-Term Disability Plan or any successor plan),
during the Stock Appreciation Right Period while still employed, or within the
three-month period referred to in subsection 7.2(d)(v) below, or within the
36-month period referred to in subsection 7.2(d)(ii) above, the Stock
Appreciation Right may be exercised by the Participant or by his or her guardian
or legal representative, within twelve months following the Participant's
disability, or within the 36-month period referred to in subsection 7.2(d)(ii)
above if applicable and if longer (provided that such exercise must occur within
the Stock Appreciation Right Period), but not thereafter. In the event of the
Participant's death during such twelve-month period, each Stock Appreciation
Right may be exercised by those entitled to do so in the manner referred to in
subsection 7.2(d)(iv) below. In any such case, the Stock Appreciation Right may
be exercised only as to the increment(s) of the Stock Appreciation Right that
have become exercisable on or before the date of the Participant's disability.

                  (iv)     In the event of the Participant's death while still
employed by the Company, each Stock Appreciation Right of the deceased
Participant may be exercised by those entitled to do so under the Participant's
will or under the laws of descent and distribution within twelve months
following the Participant's death (provided that in any event such exercise must
occur within the Stock Appreciation Right Period), but not thereafter, as to all
increments of each Stock Appreciation Right, including each 25-percent increment
of the Stock Appreciation Right, if any, which has not yet become exercisable at
the time of the Participant's death. In the event of the Participant's death
within the 36-month period referred to in subsection 7.2(d)(ii) above, the
increment(s) of or within the twelve-month period referred to in subsection
7.2(d)(iii) above, the increment(s) of each Stock Appreciation Right of the
deceased Participant that are exercisable at the time of death may be exercised
by those entitled to do so under the Participant's will or under the laws of
descent and distribution within twelve months following the Participant's death
or within the 36-month period referred to in subsection 7.2(d)(ii) above, if
applicable and if longer (provided that in any event such exercise must occur
within the Stock Appreciation Right Period).

                  (v)      If the employment of the Participant by the Company
is terminated (which for this purpose means that the Participant is no longer
employed by the Company or by an Affiliated Corporation) within the Stock
Appreciation Right Period for any reason other than cause, the Participant's
retirement on or after attaining age 60, or the Participant's disability or
death, the

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Stock Appreciation Right may be exercised by the Participant within three months
following the date of such termination (provided that such exercise must occur
within the Stock Appreciation Right Period), but not thereafter. In any such
case, the Stock Appreciation Right may be exercised only as to the increment(s)
of the Stock Appreciation Right that have become exercisable on or before the
date of termination of the Participant's employment.

         (e)      Transferability. Each Stock Appreciation Right Agreement shall
provide that the Stock Appreciation Right granted therein is not transferable by
the Participant except by will or pursuant to the laws of descent and
distribution, and that such Stock Appreciation Right is exercisable during the
Participant's lifetime only by him or her, or in the event of the Participant's
disability or incapacity, by his or her guardian or legal representative.

         (f)      Agreement to Continue in Employment. Each Stock Appreciation
Right Agreement shall contain the Participant's agreement to remain in the
employment of the Company, at the pleasure of the Company, for a continuous
period of at least one year after the date of such Stock Appreciation Right
Agreement, at the salary rate in effect on the date of such agreement or at such
changed rate as may be fixed, from time to time, by the Company.

         (g)      Exercise, Payments, Etc.

                  (i)      Each Stock Appreciation Right Agreement shall provide
that the method for exercising the Stock Appreciation Right granted therein
shall be by delivery to the Administrative Agent or to the Office of the
Secretary of the Company of written notice specifying the number of shares of
Stock that relate to the Stock Appreciation Right being exercised. Such notice
shall be in a form satisfactory to the Committee and shall specify the
particular Stock Appreciation Rights (or portions thereof) which are being
exercised and the number of shares of Stock that relate to the Stock
Appreciation Rights being exercised. The exercise of the Stock Appreciation
Right shall be deemed effective on the date such notice is received by the
Administrative Agent or by the Office of the Secretary (the "Exercise Date").

                  (ii)     Subject to subsection 7.2(i) and Section 12.1 hereof,
the amount to which the Participant is entitled as a result of the exercise of
the Stock Appreciation Right shall be paid through the Company's payroll system,
as part of the payroll cycle next following the Exercise Date.

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                  (iii)    For purposes of the Plan, the income resulting from a
Stock Appreciation Right exercise shall be based on the Fair Market Value of the
Stock for the Exercise Date.

         (h)      Grant Date. A Stock Appreciation Right shall be considered as
having been granted on the date specified in the grant resolution of the
Committee.

         (i)      Tax Withholding. Each Stock Appreciation Right Agreement shall
provide that, upon exercise of a Stock Appreciation Right, minimum tax
withholding required by Sections 3102 and 3402 or any successor section(s) of
the Internal Revenue Code and applicable state and local income and other tax
laws shall be deducted from the amount payable to the Participant.

         (j)      Adjustment of Stock Appreciation Rights. Subject to the
provisions of Sections 4, 5, 7, 8 and 11 hereof, the Committee may make any
adjustment in the number of shares of Stock to which an outstanding Stock
Appreciation Right relates, or the terms of an outstanding Stock Appreciation
Right and a subsequent granting of a Stock Appreciation Right, by amendment or
by substitution for an outstanding Stock Appreciation Right; however, except as
provided in Sections 4, 5, 8 and 11 hereof, the Committee may not adjust the SAR
Price of any outstanding Stock Appreciation Right. Such amendment or
substitution may result in terms and conditions (including the number of shares
of Stock to which the Stock Appreciation Right relates, vesting schedule or
Stock Appreciation Right Period) that differ from the terms and conditions of
the original Stock Appreciation Right. The Committee may not, however, adversely
affect the rights of any Participant to previously granted Stock Appreciation
Rights without the consent of such Participant. If such action is effected by
amendment, the effective date of such amendment will be the date of grant of the
original Stock Appreciation Right.

7.3      Stockholder Privileges. No Participant shall have any rights as a
stockholder with respect to any shares of Stock to which a Stock Appreciation
Right relates.

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                                    SECTION 8

                                CHANGE OF CONTROL

8.1      In General. In the event of the occurrence of a change of control of
the Company, as defined in Section 8.3 hereof, all outstanding Stock
Appreciation Rights shall become automatically vested, without further action by
the Committee or the Board, so as to make all such Stock Appreciation Rights
fully vested and exercisable as of the date of such change of control.

8.2      Limitation on Payments. If the provisions of this Section 8 would
result in the receipt by any Participant of a payment within the meaning of
Section 280G or any successor section(s) of the Internal Revenue Code, and the
regulations promulgated thereunder, and if the receipt of such payment by any
Participant would, in the opinion of independent tax counsel of recognized
standing selected by the Company, result in the payment by such Participant of
any excise tax provided for in Sections 280G and 4999 or any successor
section(s) of the Internal Revenue Code, then the amount of such payment shall
be reduced to the extent required, in the opinion of independent tax counsel, to
prevent the imposition of such excise tax; provided, however, that the
Committee, in its sole discretion, may authorize the payment of all or any
portion of the amount of such reduction to the Participant.

8.3      Definition. For purposes of the Plan, a "change of control" shall mean
any of the events specified in the Company's Income Continuance Plan or any
successor plan which constitute a change of control within the meaning of such
plan.

                                    SECTION 9

                        RIGHTS OF EMPLOYEES, PARTICIPANTS

9.1      Employment. Nothing contained in the Plan or in any Stock Appreciation
Right granted under the Plan shall confer upon any Participant any right with
respect to the continuation of his or her employment by the Company or any
Affiliated Corporation, or interfere in any way with the right of the Company or
any Affiliated Corporation, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the level of the Participant's compensation from the level
in existence at the time of the grant of an Stock Appreciation Right. Whether an

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authorized leave of absence, or absence in military or government service, shall
constitute a termination of employment shall be determined by the Committee at
the time.

9.2      Nontransferability. No right or interest of any Participant in an Stock
Appreciation Right granted pursuant to the Plan shall be assignable or
transferable during the lifetime of the Participant, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event of a Participant's death, a Participant's rights and
interests in any Stock Appreciation Right shall, to the extent provided in
Section 7 hereof, be transferable by testamentary will or the laws of descent
and distribution, and payment of any amounts due under the Plan shall be made
to, and exercise of any Stock Appreciation Right may be made by, the
Participant's legal representatives, heirs or legatees. If, in the opinion of
the Committee, a person entitled to payments or to exercise rights with respect
to the Plan is disabled from caring for his or her affairs because of mental
condition, physical condition or age, payment due such person may be made to,
and such rights shall be exercised by, such person's guardian, conservator or
other legal personal representative upon furnishing the Committee with evidence
of such status satisfactory to the Committee.

                                   SECTION 10

                             OTHER EMPLOYEE BENEFITS

The amount of any income deemed to be received by a Participant as a result of a
Stock Appreciation Right exercise shall not constitute "earnings" or
"compensation" with respect to which any other employee benefits of such
Participant are determined including, without limitation, benefits under any
pension, profit sharing, life insurance or salary continuation plan.

                                   SECTION 11

                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Committee or the Board may at any time terminate, and from time to time may
amend or modify the Plan provided, however, that no amendment or modification
may become effective without approval of the amendment or modification by the
Company's stockholders if stockholder approval is required to

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enable the Plan to satisfy any applicable statutory or regulatory requirements
unless the Company, on the advice of counsel, determines that stockholder
approval is otherwise necessary or desirable.

No amendment, modification or termination of the Plan shall in any manner
adversely affect any Stock Appreciation Right theretofore granted under the
Plan, without the consent of the Participant holding such Stock Appreciation
Right.

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.

                                   SECTION 12

                                   WITHHOLDING

12.1     Withholding Requirement. The Company's obligations to deliver the
amounts payable to the Participant for the exercise of a Stock Appreciation
Right, shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and other tax withholding requirements.

12.2     Excess Withholding. At the time the Committee grants a Stock
Appreciation Right, it may, in its sole discretion, grant the Participant an
election to pay additional or excess amounts of tax withholding, beyond the
required amounts and up to the Participant's marginal tax rate. Such election
must be specified in the written notice of exercise given in accordance with
subsection 7.2(g) hereof.

                                   SECTION 13

                               REQUIREMENTS OF LAW

13.1     Requirements of Law. The payment of amounts pursuant to the Plan shall
be subject to all applicable laws, rules and regulations.

13.2     Federal Securities Laws Requirements. If a Participant is an officer or
director of the Company within the meaning of Section 16 of the 1934 Act, Stock
Appreciation Rights granted hereunder shall be subject to all conditions
required

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under Rule 16b-3, or any successor rule(s) promulgated under the 1934 Act, to
qualify the Stock Appreciation Right for any exception from the provisions of
Section 16 available under such rule. Such conditions are hereby incorporated
herein by reference and shall be set forth in the Stock Appreciation Right
Agreement with the Participant which describes the Stock Appreciation Right.

13.3     Governing Law. The Plan and all Stock Appreciation Right Agreements
hereunder shall be construed in accordance with and governed by the laws of the
State of Texas.

                                   SECTION 14

                              DURATION OF THE PLAN

The Plan shall terminate at such time as may be determined by the Board, and no
Stock Appreciation Right shall be granted after such termination. If not sooner
terminated under the preceding sentence, the Plan shall fully cease and expire
at midnight on May 1, 2008. Any Stock Appreciation Rights outstanding at the
time of the Plan termination shall continue to be exercisable in accordance with
the Stock Appreciation Right Agreement pertaining to each such Stock
Appreciation Right.

Dated: May 1, 2003

                                        APACHE CORPORATION

ATTEST:

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

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