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                                                                    Exhibit 10.7

                               APACHE CORPORATION
                    NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
   As Amended and Restated September 15, 2005; Effective as of January 1, 2005

                                     PURPOSE

The purpose of the Non-Employee Directors' Compensation Plan (the "PLAN") is to
set forth certain of the compensation arrangements for members of the board of
directors (the "BOARD") of Apache Corporation ("APACHE") who are not also
employees of Apache ("NON-EMPLOYEE DIRECTORS"). The Plan supersedes the
Directors' Deferred Compensation Plan. The Plan does not supersede or amend in
any way any other arrangements relating to Non-Employee Directors including
specifically, without limitation, the Equity Compensation Plan for Non-Employee
Directors, the Outside Directors' Retirement Plan, indemnification provisions of
Apache's charter or bylaws, or policies with respect to reimbursement of
expenses.

                                 PLAN PROVISIONS

1. BOARD RETAINER. Each Non-Employee Director shall be paid, as soon as
practicable following accrual, the Board retainer fees set forth below:

     (a) $10,000.00 shall be paid to each Non-Employee Director at the end of
     each calendar quarter during which such Non-Employee Director served as a
     member of Apache's Board ("CASH RETAINER FEE");

     (b) $2,500.00 in value of Apache common stock, par value $0.625 per share
     ("STOCK"), shall be paid from Apache's treasury shares to each Non-Employee
     Director at the end of each calendar quarter during which such Non-Employee
     Director served as a member of Apache's Board ("STOCK RETAINER FEE"). The
     number of shares of Stock shall be determined by dividing $2,500.00 by the
     per share closing price of the Stock as reported on The New York Stock
     Exchange, Inc. Composite Transactions Reporting System (the "COMPOSITE
     TAPE") as of the trading day prior to the last trading day of the relevant
     calendar quarter, with any fractional shares to be paid to the director in
     cash; and

     (c) In the event that a Non-Employee Director serves as a member of
     Apache's Board for less than an entire calendar quarter, the fees payable
     pursuant to sections 1(a) and 1(b) shall be prorated on the basis of the
     number of weeks served during such calendar quarter.

2. COMMITTEE RETAINERS. Each Non-Employee Director serving on any committee of
Apache's Board shall be paid, as soon as practicable, the committee retainer fee
("COMMITTEE RETAINER FEE") set forth below:

     (a) $500.00 shall be paid to each Non-Employee Director at the end of each
     calendar quarter in respect of each committee on which such Non-Employee
     Director served during such quarter;


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     (b) $1,000.00 shall be paid to each Non-Employee Director at the end of
     each calendar quarter in respect of each committee on which such
     Non-Employee Director served as chairperson during such quarter; and

     (c) In the event that a Non-Employee Director serves on any committee of
     Apache's Board and/or as chairperson of any committee of Apache's board for
     less than an entire calendar quarter, the fees payable pursuant to sections
     2(a) and 2(b) shall be prorated on the basis of the number of weeks served
     during such calendar quarter.

3. ATTENDANCE FEES. Each Non-Employee Director shall receive the attendance fee
("ATTENDANCE FEE") set forth below, such fee to be paid at each such meeting or
as soon thereafter a practicable:

     (a) $1,500.00 shall be paid for each meeting of the Board or of any
     committee thereof attended in person; and

     (b) $1,000.00 shall be paid for each meeting of the Board or of any
     committee thereof attended by teleconference, video conference, or other
     similar means.

4. OPTIONAL DEFERRAL OF FEES.

     (a) DEFERRABLE FEES. A Non-Employee Director may defer all or any portion
     of any unpaid Cash Retainer Fee, Stock Retainer Fee, Committee Retainer
     Fee, and Attendance Fee, all of which are paid to Non-Employee Directors
     with respect to their services performed as a director on the Board
     ("DEFERRABLE FEES"). No other payments to Non-Employee Directors may be
     deferred including, without limitation, any expense reimbursement, any
     award under Apache's Equity Compensation Plan for Non-Employee Directors,
     and benefits payable under the Outside Directors' Retirement Plan.

     (b) ELECTION TO DEFER. A Non-Employee Director's election to defer all or
     any portion of Deferrable Fees ("DEFERRAL ELECTION") shall be effected by
     the completion of a Deferral Election form. A Deferral Election form must
     be executed by the deferring Non-Employee Director and received by Apache
     on or before December 31 of the year prior to the year for which deferral
     is elected, except that a new Non-Employee Director may enter into a
     Deferral Election within 30 days of becoming a Non-Employee Director. A
     Deferral Election shall apply only to Deferrable Fees paid for services
     rendered after the date of the Deferral Election. Each December 31, a
     Deferral Election made for the following year shall become irrevocable. A
     new Deferral Election must be made each year for the upcoming year.

     (c) MEMORANDUM ACCOUNT. Apache shall maintain a separate account
     ("MEMORANDUM ACCOUNT") for each deferring Non-Employee Director. Each
     Memorandum Account shall be subdivided into a "CASH ACCOUNT" and a "STOCK
     ACCOUNT." The Memorandum Accounts are merely for recordkeeping purposes,
     and do not represent any actual property that has been set aside for
     Non-Employee Directors. Nothing contained in this Plan shall be construed
     to require Apache to fund any Memorandum Account. Neither the deferring
     Non-Employee Director nor


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     his or her Beneficiary shall have any property interest whatsoever in any
     specific assets of Apache.

     (d) CREDITING OF ACCOUNTS. Any deferred Cash Retainer Fees and deferred
     Committee Retainer Fees shall be credited to the Cash Account or the Stock
     Account, as the Non-Employee Director may elect. Any deferred Stock
     Retainer Fees shall be credited to the Stock Account. Any deferred
     Attendance Fees shall be credited to the Cash Account. Only whole shares of
     Stock will be credited to a Stock Account; the value of any fractional
     share shall instead be credited to the Cash Account. Apache shall at all
     times have reserved from its treasury shares for issuance under this Plan a
     number of shares at least equal to the number of shares of Stock in the
     Stock Accounts.

     (e) NUMBER OF SHARES. The number of shares of Stock that are credited to a
     Stock Account shall be determined by dividing the amount deferred by the
     per share closing price of the Stock as reported on the Composite Tape as
     of the trading day prior to the last trading day of the calendar quarter in
     which the deferral occurs.

     (f) INVESTMENT. All amounts credited to a Stock Account shall be treated as
     if such amounts were invested in Stock; any dividends paid on Stock shall
     be credited to the Cash Account. All amounts credited to a Cash Account
     shall be credited with investment earnings at the rate of interest earned
     by Apache's short-term marketable securities portfolio or an equivalent
     index or market rate for similar investments in short-term marketable
     securities. Each year, a Non-Employee Director may elect to transfer all or
     a portion of his or her Cash Account to his or her Stock Account (but only
     in whole-share increments) by completing an election form that must be
     received by Apache on or before December 31. Any such transfer shall be
     made as of the first trading day of the following year, and shall be based
     on the per share closing price of the Stock as reported on the Composite
     Tape for the first trading day of the year. Transfers are not permitted
     from a Stock Account to a Cash Account. A Non-Employee Director shall have
     no ownership rights with respect to any balance in his or her Memorandum
     Account, and thus shall have no right to vote any Stock in his or her Stock
     Account.

     (g) PAYOUT ELECTIONS. If a Non-Employee Director's directorship terminated
     before January 1, 2005, his or her benefit payments shall be determined
     under the terms of the Plan on December 31, 2004 and the payout elections
     in effect at the time his or her directorship terminated. The remainder of
     this section 4(g) shall only apply to individuals who continue as
     Non-Employee Directors after December 31, 2004, or who became Non-Employee
     Directors after December 31, 2004.

          (i) Election. A Non-Employee Director shall make one payout election
          for his or her Memorandum Account. The payout election shall specify
          both the timing and form of distribution. The payout election must be
          made by the later of December 31, 2005 or 30 days after the individual
          became a Non-Employee Director; if no payout election is made by that
          time, the Non-Employee Director shall be deemed to have elected to be
          paid a single lump-sum payment in January after separating from
          service (except that, if he or she is a specified employee, his or her
          payment shall be delayed, if necessary, until six months after he or
          she separated from service). The


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          payout election will not apply if there is a change of control (see
          section 4(h)) or the Non-Employee Director dies (see section 4(i)).

          (ii) Form of Payout. A Non-Employee Director may elect to be paid out
          in a single lump-sum payment or in two to ten annual installments.
          Each installment from a Stock Account shall be equal to the number of
          shares in the Stock Account on the second business day of that year,
          divided by the number of remaining installments, rounded down to the
          nearest whole share. For example, the first installment from a Stock
          Account payable in seven installments beginning in 2008 shall be
          one-seventh of the shares in the account on the second trading day of
          2008; the second installment shall be one-sixth of the shares in the
          account on the second trading date of 2009; etc. Each installment from
          a Cash Account shall be equal to the balance of the Cash Account on
          the second trading day of the year, divided by the number of remaining
          installments, except that the last installment shall equal the balance
          of the Cash Account at the time the distribution is processed.
          Distributions from the Stock Account shall be paid in whole shares of
          Stock. Distributions from the Cash Account shall be paid in cash.

          (iii) Timing of Payment(s). A Non-Employee Director may select a
          specific year in which the single lump-sum payment is made or the
          installment payments begin ("IN-SERVICE DISTRIBUTION"), in which case
          the payment will be made as soon as administratively practicable in
          January of the earlier of the selected year or the year after the
          Non-Employee Director separates from service (but, if the Non-Employee
          Director is a specified employee, not earlier than six months after he
          or she separated from service). Alternatively, a Non-Employee Director
          may elect for his or her single lump-sum payment or first installment
          to be paid as soon as administratively practicable in the January
          after the Non-Employee Director separated from service (but, if the
          Non-Employee Director is a specified employee, not earlier than six
          months after separating from service). Subsequent installment payments
          shall be made in January of each year, beginning with the year after
          the first installment was paid.

          (iv) Special Rules Where Payments Begin While Still a Director. This
          section 4(g)(iv) applies to a Non-Employee Director who elected an
          In-Service Distribution. A second Memorandum Account shall be
          established for the Non-Employee Director for any amounts deferred
          into the Plan during or after the year in which the In-Service
          Distribution is scheduled to begin. Distributions from the second
          Memorandum Account shall be subject to the rules specified in this
          section 4(g), except that a Non-Employee Director must complete a
          payout election for the second Memorandum Account by the December 31
          that immediately precedes the year in which amounts are first deferred
          into the second Memorandum Account.

          (v) Definitions. As used in this section 4, the term "specified
          employee" has the meaning described in section 409A(a)(2)(B)(i) of the
          Internal Revenue Code of 1986, as amended ("CODE"), and the term
          "separate from service" or "separation from service" has the meaning
          described in section 409A(a)(2)(A)(i) of the Code.


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     (h) CHANGE OF CONTROL. If there is a change of control of Apache that is
     described in section 409A(a)(2)(A)(v) of the Code, each Memorandum Account
     shall be paid to the appropriate Non-Employee Director (or to the
     Beneficiary of a deceased Non-Employee Director) in a single lump-sum
     payment made on the date of the change of control or as soon thereafter as
     is administratively practicable.

     (i) BENEFICIARIES. If a Non-Employee Director dies while there is still a
     balance in his or her Memorandum Account, that amount shall be paid to his
     or her Beneficiary in a single lump-sum payment that is made as soon as
     administratively convenient after the Non-Employee Director's death, after
     giving the Beneficiary an opportunity to disclaim and after Apache has been
     furnished with proof of death and such other information as it may
     reasonably require.

          (i) Designation. Each Non-Employee Director shall designate one or
          more persons, trusts, or other entities as his or her beneficiary
          ("BENEFICIARY"). In the absence of an effective Beneficiary
          designation as to part or all of a Memorandum Account, such amount
          shall be distributed to the Non-Employee Director's surviving Spouse,
          if any, otherwise to the Non-Employee Director's estate. Unless the
          Non-Employee Director's Beneficiary designation form specifies
          otherwise, if a Beneficiary dies after the Non-Employee Director but
          before being paid by the Plan, the Plan shall pay the Beneficiary's
          estate.

          (ii) Changing Beneficiaries. A Beneficiary designation may be changed
          by the Non-Employee Director at any time and without the consent of
          any previously designated Beneficiary. However, if the Non-Employee
          Director is married, the Non-Employee Director's Spouse shall be the
          Beneficiary unless the Spouse has consented to the designation of a
          different Beneficiary. To be effective, the Spouse's consent must have
          been made before January 1, 2005 or, if made on or after January 1,
          2005, the Spouse's consent must be in writing, witnessed by a notary
          public, and filed with Apache. If the Non-Employee Director has
          designated his or her Spouse as a primary or contingent Beneficiary,
          and the Non-Employee Director and Spouse later divorce (or their
          marriage is annulled), then the former Spouse will be treated as
          having pre-deceased the Non-Employee Director for purposes of
          interpreting a Beneficiary designation form completed prior to the
          divorce or annulment; this provision will apply only if Apache is
          notified of the divorce or annulment before payment to the former
          Spouse is made.

          (iii) "SPOUSE" shall mean the individual to whom a Non-Employee
          Director is lawfully married according to the laws of the state of the
          Non-Employee Director's domicile.

          (iv) Disclaimers. Any individual or legal entity who is a Beneficiary
          may disclaim all or any portion of his or her interest in the Plan,
          provided that the disclaimer satisfies the requirements of section
          2518(b) of the Code and applicable state law. The legal guardian of a
          minor or legally incompetent person may disclaim for such person. The
          personal representative (or the individual or legal entity acting in
          the capacity of the personal representative according to applicable
          state law) may disclaim on behalf of a Beneficiary who


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          has died. The amount disclaimed shall be distributed as if the
          disclaimant had predeceased the individual whose death caused the
          disclaimant to become a Beneficiary.

     (j) ADJUSTMENTS IN STOCK. In the event of any merger, consolidation,
     liquidation, dissolution, recapitalization, or reorganization of Apache,
     split, subdivision, or consolidation of shares of Stock, the payment of a
     stock dividend, or any other material change in Apache's capital structure,
     the number of shares of Stock shown in each deferring Non-Employee
     Director's Stock Account shall be adjusted to reflect that number of shares
     of Stock or such cash, securities, or other property to which such
     Non-Employee Director would have been entitled if, immediately prior
     thereto, such Non-Employee Director had been the holder of record of the
     number of shares of Stock shown in the Stock Account. Notwithstanding the
     foregoing, the issuance by Apache of Stock, rights, options, or warrants to
     acquire Stock, or securities convertible or exchangeable into Stock in
     consideration of cash, property, labor, or services, whether or not for
     fair value, shall not result in an adjustment pursuant to this section
     4(j).

5. ASSIGNMENT AND TRANSFER. The right of the Non-Employee Director or any other
person to receive payments under the Plan shall not be assigned, transferred,
pledged, or encumbered.

6. AMENDMENT OF PLAN. The Plan may be amended from time to time or terminated by
vote of the Board. Upon such amendment or termination, Non-Employee Directors
shall not be entitled to receive pursuant to the Plan any compensation or other
rights or benefits not accrued hereunder prior to the time of amendment or
termination hereof; provided, however, that no such Plan amendment or
termination shall impair any rights of Non-Employee Directors to amounts
previously accrued pursuant to the Plan or accumulated in such Non-Employee
Director's Memorandum Account. A Plan termination shall not affect the timing of
any benefit payments from a Memorandum Account; payment may occur substantially
after the Plan is terminated. A Plan amendment may delay the timing of a benefit
payment. A Plan amendment may accelerate the timing of a benefit payment, but
only if the acceleration would not cause the Plan to violate section 409A(a)(3)
of the Code.

7. SUCCESSORS AND ASSIGNS. The Plan is binding upon Apache and its successors
and assigns. The Plan shall continue in effect until terminated by the Board.
Any such termination shall operate only prospectively and shall not affect the
rights and obligations under elections previously made.

8. NOTICES. Any notice, form, or election required or permitted to be given
under the Plan shall be in writing and shall be given by first class mail, by
Federal Express, UPS, or other carrier, by fax or other electronic means, or by
personal delivery to the appropriate party, addressed:

     (a) If to Apache, to Apache Corporation at its principal place of business
     at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
     (Attention: Corporate Secretary) or at such other address as may have been
     furnished in writing by Apache to a Non-Employee Director; or


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     (b) If to a Non-Employee Director or Spouse, at the address the
     Non-Employee Director has furnished to Apache in writing.

     (c) If to a Beneficiary, at the address the Non-Employee Director has
     furnished to Apache in writing for such Beneficiary.

Any such notice to a Non-Employee Director, Spouse, or Beneficiary shall be
deemed to have been given as of the third day after deposit in the United States
Postal Service, postage prepaid, properly addressed as set forth above, in the
case of a mailed notice, or as of the date delivered in the case of any other
method of delivery.

9. GENDER. Any term used herein in the singular shall also include the plural,
and the masculine gender shall also include the feminine gender, and vice versa.

10. STATUTORY REFERENCES. Any reference to a specific section of the Code shall
be deemed to refer to that section or to the appropriate successor section.

11. GOVERNING LAW. The Plan and all elections hereunder shall be construed in
accordance with and governed by the laws of the State of Texas.

Dated: September 15, 2005; Effective as of January 1, 2005

ATTEST:                                 APACHE CORPORATION


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


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