APACHE CORP
AMEND. TO APACHE CORP. MONEY PURCHASE RETIRE. PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>h96753ex10-2.txt
<DESCRIPTION>AMEND. TO APACHE CORP. MONEY PURCHASE RETIRE. PLAN
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.2


                                    AMENDMENT
                                       TO
                APACHE CORPORATION MONEY PURCHASE RETIREMENT PLAN

         Apache Corporation ("Apache") sponsors the Apache Corporation Money
Purchase Retirement Plan (the "Plan"). In section 9.4 of the Plan, Apache
reserved the right to amend the Plan from time to time. Apache hereby exercises
the right to amend the Plan by making the following changes to the Plan,
effective January 1, 2002.

                             NEW RULES FOR ROLLOVERS

SECTION 1.5(b)(i) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                           (i) Rollover Contributions to any defined
                  contribution plan maintained by the Company or an Affiliated
                  Entity;

THE FOLLOWING SECTION 1.35A SHALL BE ADDED TO THE PLAN.

         1.35A "Rollover Contribution" means the following.

                  (a) Direct Transfers. A Rollover Contribution includes a
         direct transfer to a defined contribution plan by a Covered Employee of
         an eligible rollover distribution from:

                           (i) a qualified plan described in Code section 401(a)
                  (including after-tax contributions),

                           (ii) a qualified annuity plan described in Code
                  section 403(a) (including after-tax contributions),

                           (iii) an annuity contract described in Code section
                  403(b) (including after-tax contributions), or

                           (iv) an eligible plan under Code section 457(b) that
                  is maintained by an eligible employer described in Code
                  section 457(e)(1)(A) (which generally includes state or local
                  governments).

                  (b) Regular Rollovers. A Rollover Contribution includes a
         contribution to a defined contribution plan by a Covered Employee of an
         eligible rollover distribution from:

                           (i) a qualified plan described in Code section 401(a)
                  (excluding after-tax contributions),

                           (ii) a qualified annuity plan described in Code
                  section 403(a) (excluding after-tax contributions),

                           (iii) an annuity contract described in Code section
                  403(b) (excluding after-tax contributions), or

                           (iv) an eligible plan under Code section 457(b) that
                  is maintained by an eligible employer described in Code
                  section 457(e)(1)(A) (which generally includes state and local
                  governments).


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                  (c) Rollovers from IRAs. A Rollover Contribution includes a
         contribution to a defined contribution plan by a Covered Employee of
         the portion of a distribution from an individual retirement account or
         annuity described in Code section 408(a) or 408(b) that is eligible to
         be rolled over and that would otherwise be included in the Covered
         Employee's gross income.

SECTION 6.5 SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING.

         6.5 Direct Rollover Election.

                  (a) General Rule. A Participant, an Alternate Payee who is the
         Spouse or former Spouse of the Participant, or a surviving Spouse of a
         deceased Participant (collectively, the "distributee") may direct the
         Trustee to pay all or any portion of his "eligible rollover
         distribution" to an "eligible retirement plan" in a "direct rollover."
         This direct rollover option is not available to other Account Owners
         (non-Spouse beneficiaries and Alternate Payees who are not the Spouse
         or former Spouse of the Participant). Within a reasonable period of
         time before an eligible rollover distribution, the Committee shall
         inform the distributee of this direct rollover option, the appropriate
         withholding rules, other rollover options, the options regarding income
         taxation, and any other information required by Code section 402(f).
         The distributee may waive the usual 30-day waiting period before
         receiving a distribution, and elect to receive his distribution as soon
         as administratively practicable after completing and filing his
         distribution election.

                  (b) Definition of Eligible Rollover Distribution. An eligible
         rollover distribution is any distribution or in-service withdrawal
         other than (i) distributions required under Code section 401(a)(9),
         (ii) distributions of amounts that have already been subject to federal
         income tax (such as defaulted loans or after-tax voluntary
         contributions), other than a direct transfer to (A) another retirement
         plan that meets the requirements of Code sections 401(a) or 403(a), or
         (B) an individual retirement account or annuity described in Code
         section 408(a) or 408(b), (iii) installment payments in a series of
         substantially equal payments made at least annually and (A) made over a
         specified period of ten or more years, (B) made for the life or life
         expectancy of the distributee, or (C) made for the joint life or joint
         life expectancy of the distributee and his designated beneficiary, (iv)
         a distribution to satisfy the limits of Code section 415 or 402(g), or
         (v) any other actual or deemed distribution specified in the
         regulations issued under Code section 402(c).

                  (c) Definition of Eligible Retirement Plan. An eligible
         retirement plan is an individual retirement account or annuity
         described in Code section 408(a) or 408(b), an annuity plan described
         in Code section 403(a), an annuity contract described in Code section
         403(b), an eligible plan under Code section 457(b) that is maintained
         by an eligible employer described in Code section 457(e)(1)(A) (which
         generally includes state and local governments), or the qualified trust
         of a defined contribution plan described in Code section 401(a), that
         accepts eligible rollover distributions.

                  (d) Definition of Direct Rollover. A direct rollover is a
         payment by the Trustee to the eligible retirement plan specified by the
         distributee.

                     CHANGE TO THE LIMIT IN CODE SECTION 415

SECTION 3.4(a) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                  (a) The Annual Additions to a Participant's Account(s) in this
         Plan and to his or her 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 paragraph (ii) shall not apply
         to any contribution for medical benefits (within the meaning of Code
         section 419A(f)(2)) after separation from service that is treated as an
         Annual Addition.


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                            Change in Top-Heavy Rules

THE FIRST SENTENCE OF SECTION 11.2 SHALL BE AMENDED BY REPLACING THE PHRASE "WHO
TERMINATED EMPLOYMENT WITHIN FIVE YEARS OF THE DETERMINATION DATE" WITH THE
PHRASE "WHO TERMINATED EMPLOYMENT WITHIN ONE YEAR OF THE DETERMINATION DATE."

THE THIRD SENTENCE OF SECTION 11.2 SHALL BE REPLACED BY THE FOLLOWING.

         For purposes of determining the account balance of any Participant, (a)
         the balance shall be determined as of the Determination Date, (b) the
         balance shall also include any distributions to the Participant during
         the one-year period ending on the Determination Date, and (c) the
         balance shall also include, for distributions made for a reason other
         than separation from service or death or disability, any distributions
         to the Participant during the five-year period ending on the
         Determination Date.

THE THIRD-FROM-THE-LAST SENTENCE OF SECTION 11.2 SHALL BE REPLACED BY THE
FOLLOWING.

         If one or more of the plans required or permitted to be aggregated with
         this Plan is a defined benefit plan, a Participant's "account balance"
         shall mean the present value of the Participant's accrued benefit.

THE LAST SENTENCE OF SECTION 11.4 SHALL BE REPLACED WITH THE FOLLOWING.

         If the Participant participates in both this Plan and the Apache
         Corporation 401(k) Savings Plan, then the Participant's minimum
         allocation to this Plan shall be reduced by any allocation of "Company
         Contributions" or forfeitures treated as Company Contributions that he
         or she receives in that plan for the Plan Year.

                                  MISCELLANEOUS

THE PHRASE "CODE SECTIONS 125, 132(f)(4), 402(e)(3), 402(h), 403(b), 408(p), OR
457" IN SECTION 1.11(a) AND 1.11(b) SHALL BE REPLACED BY THE PHRASE "CODE
SECTIONS 125, 132(f)(4), 402(e)(3), 402(h), 403(b), 408(p), 414(u)(2)(C),
414(v)(6)(B), OR 457."

THE FOLLOWING NEW PHRASE SHALL BE ADDED TO THE END OF THE LAST SENTENCE OF
SECTION 1.5(b), AND THE WORD "OR" IMMEDIATELY PRECEDING SECTION 1.5(b)(v) SHALL
BE DELETED.

         , or (vi) salary deferrals within the meaning of Code sections
         414(u)(2)(C) or 414(v)(6)(B).

SECTION 8.2(a) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                  (a) Except as provided in subsection (b) below, (i) all taxes
         upon or in respect of the Trust shall be paid by the Trustee out of the
         Trust assets, and all expenses of administering the Plan and Trust
         shall be paid out of the Trust assets, to the extent permitted by law
         and to the extent such taxes and expenses are not paid by the Company
         or the Account Owner, and (ii) the Committee shall have full discretion
         to determine how to allocate taxes and expenses among Accounts. No
         fiduciary shall receive any compensation for services rendered to the
         Plan if the fiduciary is being compensated on a full time basis by the
         Company.


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SECTION 13.1(c) SHALL BE DELETED.



                               EXECUTED this 27th day of December, 2001.

                                       APACHE CORPORATION


                                       By: /s/ Jeffrey M. Bender
                                           ------------------------------------

                                       Title: Vice President, Human Resources
                                              ---------------------------------






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