NON-QUALIFIED RETIREMENT/SAVINGS PLAN OF APACHE CORPORATION

Employee Benefits Plan Agreement

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APACHE CORPORATION

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Title: NON-QUALIFIED RETIREMENT/SAVINGS PLAN OF APACHE CORPORATION
Date: 3/2/2009
Industry: Oil and Gas Operations Sector: Energy

Exhibit 10.24

NON-QUALIFIED RETIREMENT/SAVINGS PLAN

APACHE CORPORATION

Amended and restated as of January 1, 2009

Prepared December 31, 2008

Table of Contents


ARTICLE I DEFINITIONS		1

1.01	Account	1
1.02	Affiliated Entity	1
1.03	Apache	1
1.04	Beneficiary	1
1.05	Change of Control	1
1.06	Code	1
1.07	Committee	1
1.08	Company	1
1.09	Company Deferrals	2
1.10	Compensation	2
1.11	Employee	3
1.12	Enrollment Agreement	3
1.13	ERISA	3
1.14	Participant	3
1.15	Participant Deferrals	3
1.16	Payment Processing Date	3
1.17	Plan	3
1.18	Plan Year	3
1.19	Retirement Plan	3
1.20	Savings Plan	3
1.21	Separation from Service and Separate from Service	3
1.22	Spouse	3
1.23	Trust	4
1.24	Trust Agreement	4
1.25	Trustee	4

ARTICLE II ELIGIBILITY AND PARTICIPATION		4

2.01	Eligibility and Participation	4
2.02	Enrollment	4
2.03	Failure of Eligibility	4

ARTICLE III CONTRIBUTION DEFERRALS		4

3.01	Participant Deferrals	4
3.02	Company Deferrals	6

ARTICLE IV CREDITING OF ACCOUNTS		7

4.01	Accounts	7
4.02	Investments	7

ARTICLE V DISTRIBUTIONS		7

5.01	Vesting and Forfeitures	7
5.02	Rehires	8
5.03	Distribution Overview	9
5.04	Distributions after Separation from Service and In-Service Withdrawals	9
5.05	Age-70-and-Older Distributions	11
5.06	Payments after a Participant Dies	12
5.07	Change of Control	12
5.08	Hardship Withdrawals	13
5.09	Divorce	14
5.10	Administrative Delays in Payments	15
5.11	Noncompliance with Code §409A	15
5.12	Cash Payment and Withholding	15

ARTICLE VI ADMINISTRATION		15

6.01	The Committee — Plan Administrator	15
6.02	Committee Duties	16
6.03	Organization of Committee	16
6.04	Indemnification	16
6.05	Agent for Process	16
6.06	Determination of Committee Final	16
6.07	No Bonding	16

ARTICLE VII TRUST		17

7.01	Trust Agreement	17
7.02	Expenses of Trust	17

ARTICLE VIII AMENDMENT AND TERMINATION		17

8.01	Termination of Plan	17
8.02	Amendment	17

ARTICLE IX MISCELLANEOUS		17

9.01	Funding of Benefits — No Fiduciary Relationship	17
9.02	Right to Terminate Employment	18
9.03	Inalienability of Benefits	18
9.04	Claims Procedure	18
9.05	Disposition of Unclaimed Distributions	19
9.06	Distributions Due Infants or Incompetents	19
9.07	Use and Form of Words	20
9.08	Headings	20
9.09	Governing Law	20

NON-QUALIFIED RETIREMENT/SAVINGS PLAN
OF
APACHE CORPORATION

Apache established this Plan effective as of November 16, 1989. Apache is now restating the Plan in its entirety effective as of January 1, 2009, except as otherwise provided herein.

Apache intends for this Plan to provide a select group of management or highly compensated employees of the Company with deferred retirement benefits, in addition to the retirement benefits provided under the Retirement Plan and the Savings Plan, in consideration of the valuable services provided by such employees to the Company and to induce such employees to remain in the employ of the Company.

Apache intends that the Plan not be treated as a “funded” plan for purposes of either the Code or ERISA. Apache’s also intends for this Plan to comply with the requirements of Code §409A, and the Plan shall be interpreted in that light.

ARTICLE I
DEFINITIONS

Defined terms used in this Plan have the meanings set forth below or the same meanings as in the Retirement Plan or the Savings Plan, as the case may be:

1.01		Account

		“Account” means the account maintained for each Participant to which is credited all Participant Deferrals made by a Participant, all Company Deferrals on behalf of a Participant, and all adjustments thereto. Each Account is divided into a variety of subaccounts, as detailed in Article V.

1.02		Affiliated Entity

		“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).

1.03		Apache

		“Apache” means Apache Corporation or any successor thereto.

1.04		Beneficiary

		“Beneficiary” means a Participant’s beneficiary, as determined in section 5.06.

1.05		Change of Control

		“Change of Control” means a change of control as defined in the Income Continuance Plan that is also described in Code §409A(a)(2)(A)(v).

1.06		Code

		“Code” means the Internal Revenue Code of 1986, as amended.

1.07		Committee

		“Committee” means the administrative committee provided for in section 6.01.

1.08		Company

		“Company” means Apache and any Affiliated Entity that, with approval of the Board of Directors of Apache, has adopted the Plan.



		Page 1 of 20		Prepared December 31, 2008

1.09		Company Deferrals

		“Company Deferrals” means the allocations to a Participant’s Account made pursuant to section 3.02.

1.10		Compensation

		“Compensation” generally means regular compensation paid by the Company.

(a)

Inclusions . Specifically, Compensation includes:

	(i)		regular salary or wages,

	(ii)		overtime pay, and

	(iii)		the regular annual bonus (i.e., incentive compensation), to the extent that it is payable in cash, and any other bonus designated by the Committee.

(b)

Exclusions . Compensation excludes:

	(i)		commissions,

	(ii)		severance pay,

	(iii)		moving expenses,

	(iv)		any gross-up of moving expenses to account for increased income taxes,

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

	(vi)		Company contributions under the Retirement Plan

	(vii)		Company contributions under the Savings Plan,

	(viii)		other contingent compensation,

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

	(x)		any amounts 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,

	(xi)		any bonus other than a bonus described in paragraph (a)(iii),

	(xii)		payments from any benefit plan, such as any stock appreciation right or payments from a Share Appreciation Plan, any payment from the Deferred Delivery Plan or the Executive Restricted Stock Plan, and payments pursuant to grants made under the Omnibus Equity Compensation Plan of 2007, and

	(xiii)		any benefit accrued under, or any payment from, any nonqualified plan of deferred compensation.

(c)

Timing Rules . Compensation includes only those amounts paid after the Employee has made both his initial payout election under section 5.04 and his Enrollment Agreement under section 3.01. Compensation does not include any amounts paid after the Participant ceased to be eligible to participate in the Plan. Effective January 1, 2007, a Participant who begins participating in the middle of a Plan Year cannot make Participant Deferrals from a bonus under paragraph (a)(iii) that is attributable to the Participant’s services during the Plan Year in which his participation begins. However, the Company Deferrals for a Participant who begins participating in the middle of a Plan Year are calculated by including a bonus under paragraph (a)(iii) that is attributable to the Participant’s services during the Plan Year in which his participation began. For example, a Participant hired in September 2007 cannot make Participant Deferrals from the incentive compensation paid in February



		Page 2 of 20		Prepared December 31, 2008

2008, but the Participant’s Company Deferrals for 2008 shall be calculated by including the incentive compensation paid in February 2008 in the Participant’s Compensation.

1.11		Employee

		“Employee” means any common-law employee of Apache or any Affiliated Entity. An Employee ceases to be an Employee on the date he Separates from Service.

1.12		Enrollment Agreement

		“Enrollment Agreement” means an agreement made by an eligible employee whereby he elects the amounts to be withheld from his Compensation pursuant to section 3.01.

1.13		ERISA

		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.14		Participant

		“Participant” means any eligible employee who has begun to participate in this Plan.

1.15		Participant Deferrals

		“Participant Deferrals” means the amounts of a Participant’s Compensation that he elects to defer and have allocated to his Account pursuant to section 3.01.

1.16		Payment Processing Date

		“Payment Processing Date” means the date selected by the Committee on which payments from this Plan will be processed. Except in extraordinary circumstances, there will be at least one Payment Processing Date each calendar month.

1.17		Plan

		“Plan” means the plan set forth in this document, as amended.

1.18		Plan Year

		“Plan Year” means the period during which the Plan records are kept. The Plan Year is the calendar year.

1.19		Retirement Plan

		“Retirement Plan” means the Apache Corporation Money Purchase Retirement Plan, as amended.

1.20		Savings Plan

		“Savings Plan” means Apache Corporation 401(k) Savings Plan, as amended.

1.21		Separation from Service and Separate from Service

		“Separation from Service” has the same meaning as the term “separation from service” in Code §409A(a)(2)(A)(i), determined using the default rules in the regulations and other guidance of general applicability issued pursuant to Code §409A, except that a Separation from Service occurs only if both the Company and the Participant expect the Participant’s level of services to permanently drop by more than half. A Participant who has a Separation from Service “Separates from Service.”

1.22		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.



		Page 3 of 20		Prepared December 31, 2008

1.23		Trust

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

1.24		Trust Agreement

		“Trust Agreement” means the written instrument pursuant to which each separate Trust is created.

1.25		Trustee

		“Trustee” means one or more banks, trust companies, or insurance companies designated by the Company to hold and invest the Trust Fund and to pay benefits and expenses as authorized by the Committee in accordance with the terms and provisions of the Trust Agreement.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.01		Eligibility and Participation

		The Committee shall from time to time in its sole discretion select those Employees who are eligible to participate in the Plan from those Employees who are among a select group of management or highly compensated employees.

2.02		Enrollment

		Employees who have been selected by the Committee to participate in the Plan shall complete the enrollment procedure specified by the Committee. The enrollment procedure may include written or electronic form(s) for the employee to designate his beneficiary or beneficiaries, provide instructions regarding the investment of his Account, make Participant Deferrals by entering into one or more Enrollment Agreements with the Company, select one or more payment options for the eventual distribution of his benefits, and provide such other information as the Committee may reasonably require.

2.03		Failure of Eligibility

		The Committee has the authority to determine that a Participant is no longer eligible to participate in the Plan. No Company Deferrals will be accrued, nor any Participant Deferrals made after the Participant ceases to be eligible to participate in the Plan. The determination of the Committee with respect to the termination of participation in the Plan will be final and binding on all parties affected thereby. Any benefits accrued under the Plan at the time the Participant becomes ineligible to continue participation will be distributed in accordance with the provisions of Article V.

ARTICLE III
CONTRIBUTION DEFERRALS

3.01

Participant Deferrals

	(a)		General . A Participant may elect to defer a portion of his Compensation by submitting a completed Enrollment Agreement. Each Enrollment Agreement must specify the amount the Participant elects to defer. Participant Deferrals are deducted through payroll withholding from the Participant’s cash Compensation payable by the Company.

	(b)		Maximum and Minimum Deferrals . A Participant may elect to defer up to 50% of his Compensation (other than a bonus described in section 1.10(a)(iii)) and up to 75% of a bonus described in section 1.10(a)(iii). The minimum deferral that a Participant may elect, for both this Plan and the Savings Plan combined, is 6% of his Compensation. If the Participant does not elect the minimum deferral from a



		Page 4 of 20		Prepared December 31, 2008

bonus described in section 1.10(a)(iii) (in his June election), he cannot make any deferrals from his regular pay during the next regular-pay deferral election (in December).

(c)

Deadlines for Enrollment Agreements .

(i)

Enrollment Period . In order to make Participant Deferrals, a Participant must submit an Enrollment Agreement during the enrollment period established by the Committee. The enrollment period must precede the Plan Year in which the services giving rise to the Compensation are performed, except in the following situations.

	(A)		Performance-Based Compensation . If the Compensation is “performance-based compensation based on services performed over a period of at least 12 months” (within the meaning of Code §409A(a)(4)(B)(iii)), the enrollment period must end at least six months before the end of the performance period.

	(B)		New Participant . The enrollment period for a new Participant must end no later than 30 days after he became eligible to participate in the Plan; the new Participant’s initial Enrollment Agreement may only apply to Compensation for which he has not yet performed any services.

(ii)

Duration . The Enrollment Agreement shall apply to Compensation, or to a specific form of Compensation, paid during one entire Plan Year unless it is earlier canceled or revised by the Committee pursuant to subsection (f), cancelled because the Participant ceases to be eligible to participate in the Plan, or cancelled pursuant to subsection (e) (relating to hardship withdrawals).

	(d)		Procedures for Making Elections . The Committee has complete discretion to establish procedures for the completion of Enrollment Agreements, including the acceptable forms and formats of the deferral election (for example, written or electronic, as a whole percentage of Compensation or specific dollar amount, and the manner in which the Enrollment Agreement coordinates with the Savings Plan). The Committee has complete discretion to establish the enrollment periods during which Participants may make Enrollment Agreements, within the bounds described in subsections (a) and (c). The Committee may establish different enrollment periods for different types of Compensation or different groups of Participants. The Committee may specify any default choices that will apply unless the Participant affirmatively elects otherwise. For example, the Committee could decide that the failure to complete a new Enrollment Agreement means that (i) the prior Plan Year’s Enrollment Agreement will be continued for another year, or (ii) no Participant Deferrals will be made, or (iii) the Participant will defer 6% of his Compensation.

	(e)		Cancellation or Modification of Enrollment Agreements Following a Hardship Withdrawal .

	(i)		Hardship Withdrawal from this Plan . If a Participant receives a hardship withdrawal from this Plan pursuant to section 5.08, all his outstanding Enrollment Agreements shall be modified to require future Participant Deferrals of 6% of his future Compensation. The Participant may subsequently enter into new Enrollment Agreements at the usual times specified in subsection (c).

	(ii)		Hardship Withdrawal from the Savings Plan . If the Participant receives a hardship withdrawal from the Savings Plan, all outstanding Enrollment Agreements that apply or might apply to Compensation paid in the six months after the hardship withdrawal shall be cancelled. The Participant may subsequently enter into new Enrollment Agreements at the usual times under subsection (c), but the new Enrollment Agreements cannot apply to any Compensation paid within the six-month period following the hardship withdrawal from the Savings Plan.

(f)

Committee-Initiated Changes in Enrollment Agreement . The Committee may adjust any Participant’s Enrollment Agreement for the remainder of any Plan Year by reducing the amount of the Participant’s future Participant Deferrals, provided that the Committee believes that such reduction will assist either



		Page 5 of 20		Prepared December 31, 2008

the Retirement Plan or the Savings Plan in satisfying any legal requirement. If the amounts to be withheld from a Participant’s paycheck (including, without limitation, loan repayments, Participant Deferrals, taxes, contributions to the Savings Plan, and premium payments for various benefits) are greater than the paycheck, (i) the Committee shall establish the order in which the deductions are applied, with the result that Participant Deferrals may be reduced below what the Participant had elected, and (ii) the Committee’s procedures may also automatically increase a Participant’s Participant Deferrals in subsequent pay periods to make up for any missed deferrals.

3.02		Company Deferrals

		The Company shall credit to a Participant’s Account a matching contribution for the Plan Year and a retirement-6 contribution for the Plan Year. Company Deferrals begin to share in the investment earnings (or losses) at the time specified in section 4.01. The Company may credit matching contributions to a Participant’s Account during the Plan Year on a contingent basis; if the Participant does not satisfy the requirements to receive a matching contribution for the Plan Year, or if the matching contribution credited to the Participant’s Account for the Plan Year is incorrect, the Participant will forfeit any excess matching contribution (adjusted to reflect investment earnings or losses thereon) credited to his Account.

(a)

Matching Contribution .

	(i)		Basic Match . The “total match” for the Plan Year is equal to the Participant’s “total deferrals” for the Plan Year, up to a maximum total match for the Plan Year of 6% of the Participant’s Compensation for the Plan Year, except that the match in this Plan is $0 if the Participant has not made the maximum contributions to the Savings Plan that are excludable from his gross income pursuant to Code §402(g).

	(ii)		Definitions .

			The “total match” for a Plan Year is equal to the matching contribution to the Participant’s Account in this Plan for the Plan Year plus the Company Matching Contribution allocated to the Participant’s account in the Savings Plan for the Plan Year.

			The “total deferrals” for a Plan Year are equal to the Participant Deferrals for the Plan Year plus the Before-Tax Contributions to the Savings Plan for the Plan Year.

	(iii)		Additional Match . If a Participant’s match in the Savings Plan is reduced to comply with any requirement of federal law (such as the ACP test of Code §401(m) or the limits imposed by Code §415 or §401(a)(17)) after the match for this Plan has been calculated, then the Participant’s match for this Plan will be increased by the amount of the reduction in the match in the Savings Plan.

	(b)		Retirement-6 . In order to receive an allocation of the retirement-6 contribution, an employee must be eligible to participate in the Plan on the last business day of the Plan Year. The retirement-6 contribution is calculated each Plan Year after the Company Mandatory Contribution is calculated in the Retirement Plan for the Plan Year. The sum of the Participant’s retirement-6 contribution in this Plan and his Company Mandatory Contribution in the Retirement Plan are equal to 6% of the Participant’s Compensation for the Plan Year. If a Participant’s Company Mandatory Contribution in the Retirement Plan is reduced to comply with any requirement of federal law after the retirement-6 contribution for this Plan has been calculated, then the Participant’s retirement-6 contribution for this Plan will be increased by the amount of the reduction in the Company Mandatory Contribution in the Retirement Plan.

	(c)		Additional Contribution . A Company may make an additional Company Deferral to any Participant’s Account at any time, provided that the Company advises the Committee in writing of the contribution.



		Page 6 of 20		Prepared December 31, 2008

ARTICLE IV
CREDITING OF ACCOUNTS

4.01

Accounts

	(a)		Establishment of Accounts . The Committee shall establish one Account for each Participant, which will be subdivided into various subaccounts. The Accounts and subaccounts are merely for recordkeeping purposes, and do not represent any actual property that has been set aside for Participants. Nothing contained in this Article may be construed to require the Company or the Committee to fund any Participant’s Account.

	(b)		Crediting of Contributions . Participant Deferrals are credited to a Participant’s Account as of the date that the Participant Deferral would have been paid to the Participant had there been no Enrollment Agreement. Company Deferrals are credited to a Participant’s Account as of the date that the Company Deferral was earned by the Participant.

	(c)		Crediting of Earnings . Each Account is credited with investment earnings or losses calculated in accordance with section 4.02. Participant Deferrals and Company Deferrals start to be credited with investment earnings or losses as soon as administratively convenient after such amounts are credited to Accounts, except that the retirement-6 contribution under section 3.02(b) is not credited with investment earnings or losses until the corresponding Company Mandatory Contribution to the Retirement Plan is actually paid to the Retirement Plan (usually in late February).

4.02

Investments

	(a)		Investment Options . All amounts credited to a Participant’s Account are credited with investment earnings or losses as if the Participant’s Account was invested in one or more investments. The Committee shall designate the default investment as well as any alternatives, and may change the available alternatives or the default investment from time to time. One or more of the investment alternatives may consist, in whole or in part, of Apache common stock. At such times and under such procedures as the Committee may designate, a Participant may determine the portion of his Account that is to be deemed invested in each alternative. The Participant may make prospective changes for his investment selection as often as the Committee permits and subject to the procedures established by the Committee. A Participant may never make any retroactive changes to his investment selections.

	(b)		No Ownership Rights . A Participant has no ownership rights with respect to any investment of his Account. Nothing contained in this Article may be construed to give any Participant any power or control to make investment directions or otherwise influence in any manner the investment and reinvestment of assets contained within any investment alternative, such control being at all times retained in the full discretion of the Committee. As a consequence, for example, if a Participant has elected to invest a portion of his Account in Apache stock, the Participant has no voting rights with respect to that stock.

ARTICLE V
DISTRIBUTIONS

5.01

Vesting and Forfeitures

	(a)		Participant Deferrals . A Participant is fully vested in the portion of his Account that is attributable to his Participant Deferrals.

	(b)		Company Deferrals, General Rule . A Participant’s years of completed service in this Plan are identical to his “Period of Service” in the Savings Plan. A Participant will vest in the portion of his Plan Account that is attributable to Company Deferrals according to the following schedule, unless subsection (c) provides for faster vesting:



		Page 7 of 20		Prepared December 31, 2008


Years of Completed Service	Vested Portion

Less than 1		0	%
1		20	%
2		40	%
3		60	%
4		80	%
5 or more		100	%

(c)

Company Deferrals, Accelerated Vesting . A Participant is fully vested in the portion of his Plan Account that is attributable to Company Deferrals in the following circumstances.

	(i)		The Participant is fully vested if he attains age 65 while he is an Employee.

	(ii)		The Participant is fully vested if he becomes an Employee after attaining age 65.

	(iii)		The Participant is fully vested if, while he is an Employee, he incurs a disability that qualifies the Employee for long-term disability payments under Apache’s Long-Term Disability Plan.

	(iv)		The Participant is fully vested if he dies while he is an Employee.

	(v)		All Participants are fully vested if a change of control, as defined in the Income Continuance Plan, occurs.

(d)

Forfeiture Timing . The portion of a Participant’s Account that is not vested is forfeited immediately upon his Separation from Service.

5.02

Rehires

	(a)		Distributions . If a Participant Separated from Service and subsequently becomes eligible to participate in the Plan again, the benefits from his earlier episode of participation will be paid out as originally scheduled; the new participation will not affect the timing of any benefit payments from his earlier episode of participation.

	(b)		Vesting . If a Participant becomes eligible to again make Participant Deferrals more than five years after Separating from Service, (i) the Plan will establish a new Account for the benefits he accrues during his second episode of participation; (ii) his years of completed service for his new Account will include only his service from his second episode; and (iii) his new service will not increase the vesting of any benefits from his first episode of participation. If a Participant becomes eligible to again make Participant Deferrals less than five years after Separating from Service, the Participant’s years of completed service for his benefits from his second episode of participation will include his service from both episodes of employment.

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