APACHE CORPORATION MONEY PURCHASE RETIREMENT PLAN

Employee Benefits Plan Agreement

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Title: APACHE CORPORATION MONEY PURCHASE RETIREMENT PLAN
Date: 3/2/2009
Industry: Oil and Gas Operations Sector: Energy

Exhibit 10.22

APACHE CORPORATION

MONEY PURCHASE RETIREMENT PLAN



Effective January 1, 2008				Document prepared December 4, 2007

Table of Contents


ARTICLE I Definitions			1

1.1	Account		1
1.2	Account Owner		1
1.3	Affiliated Entity		1
1.4	Alternate Payee		1
1.5	Annual Addition		1
1.6	Code		2
1.7	Committee		2
1.8	Company		2
1.9	Company Contributions		2
1.10	Company Mandatory Contributions		2
1.11	Compensation		2
1.12	Covered Employee		4
1.13	Disability		4
1.14	Domestic Relations Order		4
1.15	Employee		4
1.16	ERISA		5
1.17	Five-Percent Owner		5
1.18	Highly Compensated Employee		5
1.19	Key Employee		5
1.20	Lapse in Apache Employment		5
1.21	Limitation Year		5
1.22	Non-Highly Compensated Employee		5
1.23	Non-Key Employee		6
1.24	Normal Retirement Age		6
1.25	Participant		6
1.26	Period of Service		6
1.27	Plan Year		6
1.28	QDRO		6
1.29	QJSA		6
1.30	QOSA		6
1.31	QPSA		6
1.32	Required Beginning Date		6
1.33	Spouse		7
1.34	Termination from Service Date		7
1.35	Valuation Date		7

ARTICLE II Participation			7

2.1	Participation		7
2.2	Enrollment Procedure		7

ARTICLE III Contributions		7

3.1	Company Contributions		7
3.2	Participant Contributions		8
3.3	Return of Contributions		8
3.4	Limitation on Annual Additions		8

ARTICLE IV Interests in the Trust Fund			9

4.1	Participants’ Accounts		9
4.2	Valuation of Trust Fund		9
4.3	Allocation of Increase or Decrease in Net Worth		10

ARTICLE V Amount of Benefits			10

5.1	Vesting Schedule.		10
5.2	Vesting After a Lapse in Apache Employment		11
5.3	Calculating Service		11
5.4	Forfeitures		12
5.5	Transfers — Portability		13

ARTICLE VI Distribution of Benefits			13

6.1	Beneficiaries		13
6.2	Distributable Amount		14
6.3	Manner of Distribution		14
6.5	Direct Rollover Election		17

ARTICLE VII Allocation of Responsibilities — Named Fiduciaries			18

7.1	No Joint Fiduciary Responsibilities		18
7.2	The Company		19
7.3	The Trustee		19
7.4	The Committee — Plan Administrator		19
7.5	Committee to Construe Plan		19
7.6	Organization of Committee		19
7.7	Agent for Process		19
7.8	Indemnification of Committee Members		20
7.9	Conclusiveness of Action		20
7.10	Payment of Expenses		20

ARTICLE VIII Trust Agreement — Investments			20

8.1	Trust Agreement		20
8.2	Plan Expenses		20
8.3	Investments		20

ARTICLE IX Termination and Amendment			21

9.1	Termination of Plan or Discontinuance of Contributions		21
9.2	Allocations upon Termination		21
9.3	Procedure Upon Termination of Plan		21
9.4	Amendment by Apache		22

ARTICLE X Plan Adoption by Affiliated Entities			22

10.1	Adoption of Plan		22
10.2	Agent of Affiliated Entity		22
10.3	Disaffiliation and Withdrawal from Plan		22
10.4	Effect of Disaffiliation or Withdrawal		22
10.5	Actions Upon Disaffiliation or Withdrawal		23



		i		Document prepared December 4, 2007



ARTICLE XI Top-Heavy Provisions		23

11.1	Application of Top-Heavy Provisions	23
11.2	Determination of Top-Heavy Status	23
11.3	Special Vesting Rule	24
11.4	Special Minimum Contribution	24
11.5	Change in Top-Heavy Status	24

ARTICLE XII Miscellaneous		24

12.1	Right to Dismiss Employees — No Employment Contract	24
12.2	Claims Procedure.	24
12.3	Source of Benefits	26
12.4	Exclusive Benefit of Employees	26
12.5	Forms of Notices	26
12.6	Failure of Any Other Entity to Qualify	26
12.7	Notice of Adoption of the Plan	26
12.8	Plan Merger.	26
12.9	Inalienability of Benefits — Domestic Relations Orders	26
12.10	Payments Due Minors or Incapacitated Individuals	29
12.11	Uniformity of Application	29
12.12	Disposition of Unclaimed Payments	29
12.13	Applicable Law	30

ARTICLE XIII Uniformed Services Employment and Reemployment Rights Act of 1994		30

13.1	General	30
13.2	While a Serviceman	30
13.3	Expiration of USERRA Reemployment Rights	30
13.4	Return From Uniformed Service	31

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



		ii		Document prepared December 4, 2007

APACHE CORPORATION
MONEY PURCHASE RETIREMENT PLAN

PREAMBLE

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

The Plan is hereby amended and restated as set forth below, effective January 1, 2008, except for those provisions that have their own specific effective dates.

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

ARTICLE I Definitions

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

1.1		Account

		“Account” means the account established pursuant to section 4.1.

1.2		Account Owner

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

1.3		Affiliated Entity

		“Affiliated Entity” means:

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

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

1.4		Alternate Payee

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

1.5		Annual Addition

		“Annual Addition” means the allocations to a Participant’s Account for any Limitation Year, as described in detail below.

(a)

Annual Additions shall include: (i) Company Contributions (except as provided in paragraphs (b)(iii) and (b)(v)) to this Plan and Company contributions to any other defined contribution plan maintained by the Company or any Affiliated Entity, (ii) after-tax contributions to any other defined contribution plan maintained by the Company or an Affiliated Entity; (iii) elective deferrals by the Participant, pursuant to Code §401(k), to any other defined contribution plan maintained by the Company or an



		Page 1 of 32		Document prepared December 4, 2007

Affiliated Entity; (iv) forfeitures allocated to a Participant’s Account in this Plan and any other defined contribution plan maintained by the Company or any Affiliated Entity (except as provided in paragraphs (b)(iii) and (b)(v) below); (v) all amounts paid or accrued to a welfare benefit fund as defined in Code §419(e) and allocated to the separate account (under the welfare benefit fund) of a Key Employee to provide post-retirement medical benefits; and (vi) contributions allocated on the Participant’s behalf to any individual medical account as defined in Code §415(l)(2).

(b)

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

1.6		Code

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

1.7		Committee

		“Committee” means the administrative committee provided for in section 7.4.

1.8		Company

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

1.9		Company Contributions

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

1.10		Company Mandatory Contributions

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

1.11		Compensation

		“Compensation” means:

(a)

Compensation for Annual Additions .

(i)

Items Included . For purposes of determining the limitation on Annual Additions under section 3.4, Compensation means those amounts reported as “wages, tips, other compensation” on Form W-2 by Apache or an Affiliated Entity elective contributions that would have been reported as “wages, tips, other compensation” on Form W-2 by Apache or an Affiliated Entity but for an election under Code §125(a), §132(f)(4), §402(e)(3), §402(h)(1)(B), §402(k), or §457(b). The Plan shall ignore any rules that limit the remuneration included in “wages, tips, other compensation” based on the nature or location of the employment or the services performed.

(ii)

Timing Restrictions . Compensation includes amounts that are paid or made available to the Participant during the Limitation Year. Compensation does not include amounts paid after a Participant’s termination of employment except that Compensation does include (A) amounts included in the final payment of his regular compensation for services provided before his termination (including regular pay, overtime, shift differential, commissions, bonuses, and similar payments), but only if the amounts are paid during the Limitation Year in which the termination occurred or, if later, within 2 ¹ / 2 months of his termination, (B) the cash-out of any paid time off that the former employee would have been able to use had his employment continued, but only if such amount is paid during the Limitation Year in which the termination occurs or, if later, within 2 ¹ / 2 months of his termination, and (C) payments from an unfunded nonqualified deferred compensation plan (1) that are includible in the Participant’s gross income



		Page 2 of 32		Document prepared December 4, 2007

(2) that are paid during the Limitation Year in which the termination occurred or, if later, within 2 ¹ / 2 months of the termination, and (3) that would have been paid on such date(s) if the Participant had continued in employment.

	(b)		Compensation for Top-Heavy Minimum Contributions and Identifying Highly Compensated Employees and Key Employees . For purposes of determining the minimum contribution under section 11.4 when the Plan is top-heavy, and for identifying Highly Compensated Employees and Key Employees, Compensation means the amounts that would included as Compensation under subsection (a) if every occurrence of the phrase “Limitation Year” were replaced by the phrase “Plan Year.”

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

(i)

Inclusions . Specifically, Compensation includes:

	(A)		Regular salary or wages,

	(B)		Overtime pay,

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

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

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

	(F)		Amounts contributed as salary deferrals to the Non-Qualified Retirement/Savings Plan of Apache Corporation’.

(ii)

Exclusions . Compensation excludes:

	(A)		Commissions,

	(B)		Severance pay,

	(C)		Moving expenses,

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

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

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

	(G)		Other contingent compensation,

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

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

	(J)		Any bonus other than a bonus described in subparagraph 1.11(c)(i)(C), and

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

(iii)

Timing Issues . Compensation includes amounts that are paid to the Employee during that portion of a Plan Year while the Employee is a Covered Employee. Compensation does not include amounts paid after an Employee’s termination of employment, except that Compensation does include (A) amounts included in the final payment of his regular compensation for services provided before his termination (including regular pay, overtime, shift differential, commissions, bonuses, and similar payments), but only if the amounts are paid



		Page 3 of 32		Document prepared December 4, 2007

during the Plan Year in which the termination occurred or, if later, within 2 ¹ / 2 months of his termination and (B) any cash-out of accrued vacation time that the former employee would have been able to use had he continued in employment that is paid to him during the Plan Year in which the termination occurred or, if later, within 2 ¹ / 2 months of his termination.

(d)

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

1.12		Covered Employee

		“Covered Employee” means any Employee of the Company, with the following exceptions.

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

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

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

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

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

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

1.13		Disability

		“Disability” means a physical or mental condition that qualifies the Employee for long-term disability payments under Apache’s Long-Term Disability Plan.

1.14		Domestic Relations Order

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

1.15		Employee

		“Employee” means each individual who performs services for the Company or an Affiliated Entity and whose wages are subject to withholding by the Company or an Affiliated Entity. The term “Employee” includes only individuals currently performing services for the Company or an Affiliated Entity, and excludes former Employees who are still being paid by the Company or an Affiliated Entity (whether through the payroll system, through overriding royalty payments, through exploration-related payments, severance, or otherwise). The term “Employee” also includes any individual who provides services to the Company or an Affiliated Entity pursuant to an agreement between the Company or an Affiliated Entity and a third party that employs the individual, but only if the individual has performed such services for the Company or an Affiliated Entity on a substantially full-time basis for at least one year and only if the services are performed under the primary direction or control by the Company or an Affiliated Entity; provided, however, that if the individuals included as Employees pursuant to the first part of this sentence constitute 20% or less of the



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		Non-Highly Compensated Employees of the Company and Affiliated Entities, then any such individuals who are covered by a qualified plan that is a money purchase pension plan that provides a nonintegrated employer contribution rate for each participant of at least 10% of compensation, that provides for full and immediate vesting, and that provides immediate participation for each employee of the third party (other than those who perform substantially all of their services for the third party and other than those whose compensation from the third party during each of the four preceding plan years was less than $1000) shall not be considered an Employee.

1.16		ERISA

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

1.17		Five-Percent Owner

		“Five Percent Owner” means:

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

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

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

1.18		Highly Compensated Employee

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

1.19		Key Employee

		“Key Employee” means an individual described in Code §416(i)(1) and the regulations promulgated thereunder.

1.20		Lapse in Apache Employment

		“Lapse in Apache Employment” has the meaning described in subsection 5.3(c).

1.21		Limitation Year

		“Limitation Year” means the calendar year.

1.22		Non-Highly Compensated Employee

		“Non-Highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.



		Page 5 of 32		Document prepared December 4, 2007

1.23		Non-Key Employee

		“Non-Key Employee” means an Employee who is not a Key Employee.

1.24		Normal Retirement Age

		“Normal Retirement Age” means age 65.

1.25		Participant

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

1.26		Period of Service

		“Period of Service” has the meaning described in subsection 5.3(a).

1.27		Plan Year

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

1.28		QDRO

		“QDRO,” which is an acronym for qualified domestic relations order, means a Domestic Relations Order that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant under the Plan and with respect to which the requirements of Code §414(p) and ERISA §206(d)(3) are met.

1.29		QJSA

		“QJSA,” which is an acronym for qualified joint and survivor annuity, means:

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

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

1.30		QOSA

		“QOSA,” which is an acronym for qualified optional survivor annuity, means an annuity that will provide equal monthly payments to the Participant for life, and if the Participant dies before his Spouse, the surviving Spouse receives monthly payments for the rest of her life, with each monthly payment equal to 75% of the monthly payment that the Participant received before his death.

1.31		QPSA

		“QPSA,” which is an acronym for qualified pre-retirement survivor annuity, means an annuity that will provide equal monthly payments to the surviving Spouse of a Participant, for the life of the surviving Spouse.

1.32		Required Beginning Date

		“Required Beginning Date” means:

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

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



		Page 6 of 32		Document prepared December 4, 2007

			Five-Percent Owner, his Required Beginning Date shall be April 1 of the calendar year following the calendar year in which he becomes a Five-Percent Owner.

	(c)		If a Participant is rehired after his Required Beginning Date, and he is not a Five-Percent Owner, he shall be treated upon rehire as if he has not yet had a Required Beginning Date, with the result that his minimum required distributions under subsection 6.4(c) will be zero until his new Required Beginning Date. His new Required Beginning Date shall be determined pursuant to subsection (a).

1.33		Spouse

		“Spouse” means the individual of the opposite sex to whom a Participant is lawfully married according to the laws of the state of the Participant’s domicile.

1.34		Termination from Service Date

		“Termination from Service Date” has the meaning described in subsection 5.3(b).

1.35		Valuation Date

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

ARTICLE II Participation

2.1		Participation.

		Each Covered Employee shall be eligible to participate in the Plan on the day he becomes a Covered Employee. A Covered Employee shall cease to accrue benefits in the Plan on the day he ceases to be a Covered Employee.

2.2		Enrollment Procedure.

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

ARTICLE III Contributions

3.1

Company Contributions.

(a)

Company Mandatory Contributions .

	(i)		General . For each Plan Year, the Company shall contribute to the Trust Fund such amount of Company Mandatory Contributions as are necessary to fund the allocations described in this subsection. The Company may elect to treat any available forfeitures as Company Mandatory Contributions, pursuant to subsection 5.4(d).

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

(b)

Miscellaneous Contributions .

(i)

Forfeiture Restoration . The Company may make additional contributions to the Plan to restore amounts forfeited from the Accounts of certain rehired Participants, pursuant to section 5.4.



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			This additional contribution shall be required only when the available forfeitures are insufficient to restore such forfeited amounts, as described in subsection 5.4(d).

	(ii)		Top-Heavy Contribution . The Company may make additional contributions to the Plan to satisfy the minimum contribution required by section 11.4. The Company may elect to use any available forfeitures for this purpose, pursuant to subsection 5.4(d).

	(iii)		Missing Individuals . The Company may make additional contributions to the Plan to restore the forfeited benefit of any missing individual, pursuant to section 12.12. This additional contribution shall be required only when the available forfeitures are insufficient to restore such forfeited amounts, as described in subsection 5.4(d).

	(iv)		Returning Servicemen . The Company may make additional contributions to the Plan to provide make-up contributions for returning servicemen, pursuant to section 13.4. The Company may elect to use any available forfeitures for this purpose, pursuant to subsection 5.4(d).

(c)

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

3.2		Participant Contributions.

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

3.3		Return of Contributions.

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

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

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

3.4

Limitation on Annual Additions.

(a)

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



		Page 8 of 32		Document prepared December 4, 2007

(b)

Corrective Mechanism .

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

	(ii)		Order of Reduction, Multiple Plans . Apache also maintains the Apache Corporation 401(k) Savings Plan, a profit sharing plan containing a cash or deferred arrangement. The Participant’s Annual Additions shall be reduced, to the extent necessary, in the following order. First, to the extent that the Annual Additions in a single plan exceed the limits of subsection (a), the Annual Additions in that plan shall be reduced, in the order specified in that plan, to the extent necessary to satisfy the limits of subsection (a). Then, if the Participant has Annual Additions in more than one plan and in the aggregate they exceed the limits of subsection (a), the Annual Additions will be reduced as follows.

	(A)		If the Participant was eligible to participate in the Non-Qualified Retirement/Savings Plan of Apache Corporation on the last day of the Plan Year in which the excess Annual Addition occurred, the Annual Additions to this Plan will be reduced before the Annual Additions to the Apache Corporation 401(k) Savings Plan are reduced, in the order specified in that plan.

	(B)		If the Participant was not eligible to participate in the Non-Qualified Retirement/Savings Plan of Apache Corporation on the last day of the Plan Year in which the excess Annual Addition occurred, the Annual Additions to the Apache Corporation 401(k) Savings Plan shall be reduced, in the order specified in that plan before the Annual Additions to this Plan are reduced.

(iii)

Disposition of Excess Annual Additions . Any reduction of Company Contributions shall be placed in a suspense account in the Trust Fund and used to reduce future Company Contributions to the Plan. The following rules shall apply to such suspense account: (A) no further Company Contributions may be made if the allocation thereof would be precluded by Code §415; (B) any increase or decrease in the net value of the Trust Fund attributable to the suspense account shall not be allocated to the suspense account, but shall be allocated to the Accounts; and (C) all amounts held in the suspense account shall be allocated as of each succeeding allocation date on which forfeitures may be allocated pursuant to subsection 5.4(d) (and may be allocated more frequently if the Committee so directs), until the suspense account is exhausted.

ARTICLE IV Interests in the Trust Fund

4.1		Participants’ Accounts.

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

4.2		Valuation of Trust Fund.

(a)

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



		Page 9 of 32		Document prepared December 4, 2007

determine the share of the increase of decrease that is attributable to the non-separately accounted for portion of the Trust Fund and to any amount separately accounted for, as described in subsections (b) and (c).

	(b)		Mandatory Separate Accounting . The Trustee shall separately account for (i) any individually directed investments permitted under section 8.3, and (ii) amounts subject to a Domestic Relations Order.

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

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

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

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

4.3		Allocation of Increase or Decrease in Net Worth.

		The Committee shall, as of each Valuation Date, allocate the increase or decrease in the net worth of the Trust Fund that has occurred since the preceding Valuation Date between the non-separately accounted for portion of the Trust Fund and the amounts separately accounted for that are identified in subsections 4.2(b) and 4.2(c). The increase or decrease attributable to the non-separately accounted for portion of the Trust Fund shall be allocated among the appropriate Accounts in the ratio that the dollar value of each such Account bore to the aggregate dollar value of all such Accounts on the preceding Valuation Date after all allocations and credits made as of such date had been completed. The Committee shall then allocate any amounts separately accounted for (including the increase or decrease in the net worth of the Trust Fund attributable to such amounts) to the appropriate Account.

ARTICLE V Amount of Benefits

5.1

Vesting Schedule.

(a)

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


Period of Service	Vesting Percentage
Less than 1 year		0	%
At least 1 year, but less than 2 years		20	%
At least 2 year, but less than 3 years		40	%
At least 3 year, but less than 4 years		60	%
At least 4 year, but less than 5 years		80	%
5 or more years		100	%

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

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



		Page 10 of 32		Document prepared December 4, 2007

(d)

Plan Termination . A Company Contributions Account shall be fully vested as described in section 9.1, which discusses the full or partial termination of the Plan.

5.2

Vesting After a Lapse in Apache Employment.

	(a)		Separate Accounts . If a Participant is rehired before incurring a one-year Lapse in Apache Employment, he shall have only one Account, and its vested percentage shall be determined under section 5.1. If a Participant is rehired after incurring a one-year Lapse in Apache Employment, he shall have two Accounts, an “old” Account for the contributions from his earlier episode of employment, and a “new” Account for his later episode of employment. If both the old and new Accounts are fully vested, they shall be combined into a single Account.

	(b)		Vesting of New Account . This subsection is effective January 1, 2006. The vested percentage of the new Account shall be determined based on all the Participant’s Periods of Service.

	(c)		Vesting of Old Account . If the Participant’s Lapse in Apache Employment was for five years or longer, the vested percentage of the old Account shall be based solely on the Participant’s Period of Service from his first episode of employment. If the Participant’s Lapse in Apache Employment was for less than five years, the vested percentage of the old Account shall be determined by aggregating his Periods of Service from both episodes of employment.

5.3

Calculating Service.

(a)

Period of Service .

	(i)		General . A Participant’s Period of Service prior to January 1, 2005 shall be determined according to the provisions of the Plan in effect when the service was rendered. A Participant’s Period of Service begins on the date he first begins to perform duties as an Employee for which he is entitled to payment, and ends on his Termination From Service Date. In addition, a Participant’s Period of Service also includes the period between his Termination From Service Date and the day he again begins to perform duties for the Company or an Affiliated Entity for which he is entitled to payment, but only if such period is less than one year in duration.

	(ii)		Additional Rules . The service-crediting provisions in this paragraph are more generous than required by the Code.

	(A)		Leased Employees . For vesting purposes only, the Plan shall treat an individual as an Employee if he satisfies all the requirements specified in Code §414(n)(2) for being a leased employee of Apache’s or an Affiliated Entity’s, except for the requirement of having performed such services for at least one year.

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

	(C)		Servicemen . See Article XIII for special provisions that apply to Servicemen.

	(D)		Corporate Transactions . See Appendix C for instances in which a new Employee’s Period of Service includes his prior employment with another company.

	(E)		Contractors . If an “eligible contractor” becomes an Employee, his Period of Service shall include his previous continuous service as an eligible contractor, excluding any service provided before 2003. An “eligible contractor” is an individual who (A) performed services for Apache or an Affiliated Entity on a substantially full-time basis in the capacity of an independent contractor (for federal income tax purposes); (B) became an Employee within a month of ceasing to be an independent contractor working full-time for Apache or an Affiliated Entity; and (C) notified the Plan of his prior service as an independent contractor within two months of becoming an Employee (or, if later, by February 28, 2006 or such other deadline established by the Committee).



		Page 11 of 32		Document prepared December 4, 2007

(b)

Termination From Service Date .

	(i)		Usual Rule . If the Employee quits, is discharged, retires, or dies, his Termination From Service Date occurs on the last day the Employee performs services for the Company or an Affiliated Entity, except for an Employee who incurs a Disability, in which case his Termination From Service Date does not occur, even if he quits, until the earlier of the one-year anniversary of the date his Disability or the date he recovers from his Disability.

	(ii)		Other Absences . If an Employee is absent from the Company and Affiliated Entities for any reason other than a quit, discharge, or retirement, his “Termination From Service Date” is the earlier of (A) the date he quits, is discharged, retires, or dies, or (B) one year from the date the Employee is absent from the Company or Affiliated Entity for any other reason (such as vacation, holiday, sickness, disability, leave of absence, or temporary lay-off), with the following exception. If the Employee is absent from the Company or Affiliated Entity because of parental leave (which includes only the pregnancy of the Employee, the birth of the Employee’s child, the placement of a child with the Employee in connection with adoption of such child by the Employee, or the caring for such child immediately following birth or placement) on the first anniversary of the day the Employee was first absent, his Termination From Service Date does not occur until the second anniversary of the day he was first absent (and the period between the first and second anniversaries of the day he was first absent shall not be counted in his Period of Service).

(c)

Lapse in Apache Employment . A Lapse in Apache Employment means the period commencing on an individual’s Termination from Service Date and ending on the date he again begins to perform services as an Employee.

5.4

Forfeitures.

(a)

Exceptions to the Vesting Rules . The following rules supersede the vesting rules of section 5.1.

	(i)		Excess Annual Additions . Annual Additions to a Participant’s Accounts and any increase or decrease in the net worth of the Participant’s Accounts attributable to such Annual Additions may be reduced to satisfy the limits described in section 3.4. Any reduction shall be used as specified in section 3.4.

	(ii)		Missing Individuals . A missing individual’s vested Accounts may be forfeited as of the last day of any Plan Year, as provided in section 13.12. Any such forfeiture shall be used as specified in subsection (d).

	(b)		Regular Forfeitures . A Participant’s non-vested interest in his Account shall be forfeited at the end of the Plan Year in which the Participant terminates employment. Any such forfeiture shall be used as specified in subsection (d).

	(c)		Restoration of Forfeitures .

	(i)		Missing Individuals . The forfeiture of a missing individual’s Account(s), as described in section 13.12, shall be restored to such individual if the individual makes a claim for such amount.

	(ii)		Regular Forfeitures .

(A)

Rehire Within 5 Years . If a Participant is rehired before incurring a five-year Lapse in Apache Employment, and the Participant has received a distribution of his entire vested interest in his Account (with the result that he forfeited his non-vested interest in such Account), then the exact amount of the forfeiture shall be restored to his Account. All the rights, benefits, and features available to the Participant when the forfeiture occurred shall be available with respect to the restored forfeiture. If such a Participant again terminates employment prior to becoming fully vested in his Account, the vested portion of his Account shall be determined by applying the vested percentage determined under section 5.1 to the sum of (x) and (y), then subtracting (y) from such sum, where: (x) is the value of his Account as of the Valuation Date immediately following his most recent



		Page 12 of 32		Document prepared December 4, 2007

			termination of employment; and (y) is the amount previously distributed to the Participant on account of the prior termination of employment.

	(B)		Rehire After 5 Years . If a Participant is rehired after incurring a five-year Lapse in Apache Employment, then no amount forfeited from his Account shall be restored to his Account.

(iii)

Method of Forfeiture Restoration . Forfeitures that are restored shall be accomplished by an allocation of the forfeitures under subsection (d) or by a special Company Contribution pursuant to paragraph 3.1(b)(i).

(d)

Use of Forfeitures . The Committee shall decide how forfeitures are used. Forfeitures may be used (i) to restore Accounts as described in subsection (c), (ii) to pay those expenses of the Plan that are properly payable from the Trust Fund and that are not paid by the Company or Account Owners or charged to Accounts, or (iii) as any Company Contribution.

5.5		Transfers — Portability.

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

ARTICLE VI Distribution of Benefits

6.1

Beneficiaries.

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

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

	(c)		Waiver of QPSA .

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

	(ii)		Spouse’s Consent . The Spouse’s consent must be in writing. The Spouse’s signature must be witnessed by a Committee representative of by a notary public. The Spouse must acknowledge the effect of the

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