APACHE CORP
AMENDMENT TO APACHE CORP. 401(K) SAVINGS PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>h96753ex10-1.txt
<DESCRIPTION>AMENDMENT TO APACHE CORP. 401(K) SAVINGS PLAN
<TEXT>
<PAGE>



                                                                    EXHIBIT 10.1

                                    AMENDMENT
                                       TO
                     APACHE CORPORATION 401(k) SAVINGS PLAN

         Apache Corporation ("Apache") sponsors the Apache Corporation 401(k)
Savings Plan (the "Plan"). In section 10.4 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.

                            REVISED MATCHING FORMULA

SECTION 3.1(b)(i) SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING.

                           (i) Standard Match. As of the last day of the Plan
                  Year, the Committee shall make the final allocation of Company
                  Matching Contributions (including such forfeitures occurring
                  during the pay period that are treated as Company Matching
                  Contributions pursuant to section 5.5) to each Participant who
                  made Participant Before-Tax Contributions during the Plan Year
                  as follows. Each Participant's allocation shall be equal to
                  his Participant Before-Tax Contributions for the Plan Year, up
                  to a maximum allocation of 6% of his Compensation. The
                  Committee may make interim allocations of Company Matching
                  Contributions during the Plan Year, reflecting the allocation
                  earned thus far in the Plan Year.

                               REVISED LOAN RULES

SECTION 7.2(a) SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING.

                  (a) Availability. Loans are available only to Employees,
         Participants who are parties-in-interest (within the meaning of ERISA
         section 3(14)), and beneficiaries who are parties-in-interest
         (collectively referred to in this section as "Borrowers"). The
         Committee shall temporarily reduce the amount a Participant may borrow
         or temporarily prevent the Participant from borrowing when, as
         described in section 13.9, the Committee is informed that a QDRO
         affecting the Participant's Accounts is in process or may be in
         process. Loans shall be temporarily unavailable to a prospective
         Borrower while the Committee has suspended loans because the Committee
         believes that the Plan may have a cause of action against the
         Participant, as explained in subsection 13.9(h).

                             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 1.39A SHALL BE ADDED TO THE PLAN.

         1.39A "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),


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                           (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).

                  (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.

THE INTRODUCTORY PARAGRAPH TO ARTICLE III SHALL BE AMENDED BY REPLACING THE WORD
"ROLLOVERS" WITH "ROLLOVER CONTRIBUTIONS."

SECTION 3.2(b) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING SECTION
3.2(d). [NOTE: A NEW 3.2(b) AND 3.2(c) ARE BEING ADDED TO THE PLAN.]

                  (d) Rollovers. The Plan may accept any Rollover Contribution
         from a Covered Employee, with the following limitations. The Committee
         shall decide from time to time which types of Rollover Contributions
         the Plan will accept, and the conditions under which the Plan will
         accept them. The Plan shall not accept any Rollover Contribution to the
         extent that it is a direct transfer of an amount that would, if not
         rolled over, be excluded from the Covered Employee's gross income
         (i.e., the Plan won't accept rollovers of after-tax contributions). If
         the Plan accepts a contribution and subsequently determines that the
         contribution did not qualify as a Rollover Contribution, the Plan shall
         distribute such contribution, as well as the net increase or decrease
         in the net value of the Trust Fund attributable to the contribution, to
         the Covered Employee as soon as administratively practicable. Rollover
         Contributions shall be allocated to Rollover Accounts.

SECTION 4.1(c) SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING.

                  (c) Rollover Account. A Rollover Account shall be established
         for each Participant who makes a Rollover Contribution to this Plan
         pursuant to subsection 3.2(d).


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SECTION 6.6 SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING.

         6.6 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), (v)
         a deemed distribution of a defaulted loan from this Plan, to the extent
         provided in the regulations, (vi) a distribution to satisfy the ADP or
         ACP tests, (vii) any other actual or deemed distribution specified in
         the regulations issued under Code section 402(c), or (viii) any
         hardship withdrawal by an Employee.

                  (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.

SECTION 15.2(g) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                  (g) Rollovers. If the Serviceman was a Covered Employee when
         he or she became a Serviceman, the Serviceman may make Rollover
         Contributions pursuant to subsection 3.2(d) until the day on which his
         or her potential USERRA reemployment rights expire.

                         REPEAL OF THE MULTIPLE-USE TEST

SECTION 3.7 SHALL BE DELETED IN ITS ENTIRETY, BUT SECTIONS 3.8 AND 3.9 SHALL NOT
BE RE-NUMBERED.

ALL REFERENCES TO THE MULTIPLE-USE TEST OR TO SECTION 3.7 SHALL BE DELETED FROM
SECTIONS 1.13(c), 3.1(b)(ii), 3.1(c)(iv), 4.2(c)(iv), 5.2(b), 15.4(h)(i), AND
15.4(h)(ii)(F).


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                     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.

                 ADDITIONAL INVOLUNTARY DISTRIBUTIONS PERMITTED

SECTION 6.5(d) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                  (d) Small Amounts. If the aggregate value of the
         nonforfeitable portion of a Participant's Accounts other than his
         Rollover Account is $5,000 or less on any date after the Participant
         ceases to be an Employee, then the Participant shall receive a single
         payment of the distributable amount as soon as practicable, provided
         that the aggregate value is $5,000 or less when the distribution is
         processed. The Committee may elect to check the value of the
         Participant's Accounts on an occasional (rather than a daily) basis, to
         determine whether to apply the provisions of this subsection.

THE SECOND SENTENCE OF SECTION 13.9(f)(ii) SHALL BE REPLACED BY THE FOLLOWING
SENTENCE.

                  If the value of the nonforfeitable portion of an Alternate
         Payee's Account (ignoring any portion of the Participant's Rollover
         Account that was assigned to the Alternate Payee) is $5,000 or less,
         the Alternate Payee shall receive a single payment of the distributable
         amount as soon as practicable (without the Alternate Payee's consent),
         provided that the value is $5,000 or less when the distribution is
         processed.

                        ELIMINATION OF THE SAME-DESK RULE

THE SECOND SENTENCE OF SECTION 6.5(a)(i) SHALL BE ELIMINATED.

SECTION 15.3(a) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                  (a) If a Serviceman is not reemployed before his or her
         potential USERRA reemployment rights expire, the Committee shall
         determine his or her Termination from Service Date by treating his or
         her service in the Uniformed Services as an approved leave of absence
         but treating the expiration of his or her potential USERRA reemployment
         rights as the failure to timely return from his or her leave of
         absence, with the consequence that his or her Termination from Service
         Date will generally be the date his or her potential USERRA rights
         expired. Once his or her Termination from Service Date has been
         determined, the Committee shall determine his or her vested percentage.
         For purposes of Article VI and section 7.1 (relating to distributions),
         the day the Serviceman's potential USERRA reemployment rights expired
         shall be treated as the day he or she terminated employment with the
         Company and Affiliated Entities. For purposes of subsection 5.2(d)
         (relating to the timing of forfeitures), the Serviceman's last day of
         employment shall be the day his or her potential USERRA reemployment
         rights expired. If the Serviceman has an outstanding loan from this
         Plan when his or her potential USERRA reemployment rights expire, his
         or her loan shall go into default on the last day of the calendar
         quarter after the calendar quarter in which his or her potential USERRA
         reemployment rights expired, unless, before the loan goes into default,
         he or she repays the loan or is rehired pursuant to subsection (b).

APPENDICES D AND F SHALL BE ELIMINATED, AND APPENDIX E SHALL BE RE-DESIGNATED AS
APPENDIX D.


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APPENDIX C SHALL BE AMENDED BY REPLACING BOTH THE INTRODUCTORY PARAGRAPH AND THE
"SALES" PARAGRAPH WITH THE FOLLOWING PARAGRAPHS.

         Over the years, Apache and its Affiliated Entities have engaged in
         numerous corporate transactions, both acquisitions and sales. This
         Appendix contains any special provisions that apply to employees
         affected by the corporate transaction, including both those who become
         Employees and those who cease to be Employees.

                                      Sales

         For an Employee who transferred to Natural Gas Clearinghouse ("NGC")
         pursuant to the terms of the Employee Benefits Agreement effective
         April 1, 1990 between Apache and NGC, a Period of Service shall be
         calculated by treating as employment with Apache any period(s) of
         employment after April 1, 1990 with NGC or any business that is then
         treated as a single employer with NGC pursuant to Code section 414(b),
         414(c), 414(m), or 414(o).

         Employees terminated in connection with the summer 1995 sale of certain
         properties to Citation 1994 Investment Limited Partnership are fully
         vested in their Plan Accounts as of September 1, 1995.

         An Employee who transferred to Producers Energy Marketing LLC
         ("ProEnergy") in the first half of 1996 is fully vested in his or her
         Plan Accounts as of the date of transfer. If such an individual becomes
         an Employee again, all new contributions to his or her Plan Accounts
         shall vest according to the regular rules.

           SHORTENING THE SUSPENSION PERIOD AFTER HARDSHIP WITHDRAWALS

THE THIRD-FROM-THE-LAST SENTENCE OF SECTION 3.2(a)(iii) SHALL BE REPLACED WITH
THE FOLLOWING.

         If an Employee makes a hardship withdrawal from his Before-Tax Account
         under section 7.1 after 2001, his contribution rate shall be
         immediately reduced to 0%, and shall remain at 0% for at least 6
         months.

SECTION 7.1(c)(ii) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                           (ii) Satisfaction of Need. The withdrawal is deemed
                  to be needed to satisfy the Employee's financial need if (A)
                  the Employee has obtained all withdrawals and all non-taxable
                  loans available from the Company's and any Affiliated
                  Entities' qualified plans, and (B) for a period of at least 6
                  months from the date the Employee receives the withdrawal, he
                  or she ceases to make Participant Before-Tax Contributions and
                  elective contributions to all qualified and non-qualified
                  plans maintained by the Company or any Affiliated Entity.

                            CHANGE IN TOP-HEAVY RULES

THE FIRST SENTENCE OF SECTION 12.2 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 12.2 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.


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THE THIRD-FROM-THE-LAST SENTENCE OF SECTION 12.2 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 12.4 SHALL BE REPLACED WITH THE FOLLOWING.

         If the minimum allocation is not otherwise satisfied for any Non-Key
         Employee, the Company shall contribute the additional amount needed to
         satisfy this requirement to such Non-Key Employee's Company
         Contributions Account.

                   EXTRA CONTRIBUTIONS FOR THOSE 50 AND OLDER

THE FOLLOWING SECTION SHALL BE ADDED TO THE PLAN.

         1.5A "Catch-Up Contributions" means those contributions made to the
         Plan by the Company, at the election of the Participant pursuant to
         subsection 3.2(b) that meet the requirements of Code section 414(v).

THE FOLLOWING SECTION SHALL BE ADDED TO THE PLAN.

         1.21A "401(k) Contributions" means those contributions made to the Plan
         by the Company, at the election of the Participant pursuant to
         subsection 3.2(a), that are excludable from the Participant's gross
         income under Code sections 401(k) and 402(e)(3).

SECTION 1.32 SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

         1.32 "Participant Before-Tax Contributions" means 401(k) Contributions
         and Catch-Up Contributions.

THE TERM "PARTICIPANT BEFORE-TAX CONTRIBUTION" SHALL BE REPLACED, IN THE
FOLLOWING SECTIONS, BY THE TERM "401(k) CONTRIBUTIONS": 1.5(a)(iii), 3.1(d),
3.3(b), 3.4(b)(iii), 3.4(b)(iv), 4.2(c)(iv), AND 5.2(b).

SECTION 3.2(a) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING SECTIONS
3.2(a) AND 3.2(b).

                  (a) 401(k) Contributions.

                           (i) General Rules. A Participant may elect to defer
                  the receipt of a portion of his or her Compensation during the
                  Plan Year and contribute such amounts to the Plan as 401(k)
                  Contributions. The Committee shall determine the maximum
                  401(k) Contributions that a Participant may make and shall
                  establish other administrative rules governing the 401(k)
                  Contributions; for example, the Committee may require 401(k)
                  Contributions to be made in whole percentages of Compensation,
                  the Committee may allow different contribution percentages
                  from bonuses than are allowed from regular pay, and the
                  Committee may limit 401(k) Contributions (for the year or for
                  the pay period or for a bonus) to a percentage of Compensation
                  (for the year or for the pay period or for the bonus). The
                  Company shall pay the amount deducted from the Participant's
                  Compensation to the Trustee promptly after the deduction is
                  made. 401(k) Contributions shall be allocated to Participant
                  Before-Tax Contributions Accounts.


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                           (ii) Limitations on 401(k) Contributions.

                                    (A) Limit for Apache Plans. The sum of
                           401(k) Contributions to this Plan and elective
                           deferrals (as defined in Code section 402(g)(3)) to
                           any other plan maintained by the Company or an
                           Affiliated Entity shall not exceed the dollar limit
                           in effect under Code section 402(g)(1) in any
                           calendar year. The Company shall inform the Committee
                           if such limit has been exceeded, and the excess
                           amount allocated to this Plan. The excess amount
                           allocated to this Plan shall be reduced by any 401(k)
                           Contributions returned pursuant to any other
                           provision of this Article. Any remaining excess
                           amount shall be recharacterized as a Catch-Up
                           Contribution to the extent possible, and any
                           remaining excess amount shall be returned to the
                           Participant as soon as administratively possible, and
                           in no event later than April 15 of the calendar year
                           after the calendar year in which the excess occurred.
                           Company Matching Contributions attributable to
                           amounts returned under this subparagraph shall be
                           forfeited. Unmatched 401(k) Contributions shall be
                           returned first. The amount returned, recharacterized
                           or forfeited shall be adjusted to reflect the net
                           increase or decrease in the net worth of the
                           Participant's Account attributable thereto for the
                           Plan Year. The Committee may use any reasonable
                           method to allocate this adjustment.

                                    (B) Participant Limit. If the sum of the
                           401(k) Contributions to this Plan and elective
                           deferrals (as defined in Code section 402(g)(3)) to
                           any other plan exceed the dollar limit in effect
                           under Code section 402(g)(1) in a calendar year, and
                           the Participant is an Employee on the last day of the
                           Plan Year and informs the Committee of the amount of
                           the excess allocated to this Plan, then that amount
                           will be reduced by any 401(k) Contributions for that
                           calendar year that were returned pursuant to any
                           other provision in this Article. Any remaining excess
                           amount shall be recharacterized as a Catch-Up
                           Contribution to the extent possible, and any
                           remaining excess amount shall be returned to the
                           Participant as soon as administratively possible, and
                           in no event later than April 15 of the calendar year
                           after the calendar year in which the excess occurred.
                           Company Matching Contributions attributable to
                           amounts returned under this subparagraph shall be
                           forfeited. Unmatched 401(k) Contributions shall be
                           returned first. The amount returned, recharacterized,
                           or forfeited shall be adjusted to reflect the net
                           increase or decrease in the net worth of the
                           Participant's Account attributable thereto for the
                           Plan Year. The Committee may use any reasonable
                           method to allocate this adjustment.

                  (b) Catch-Up Contributions.

                           (i) General Rules. A Participant whose 49th birthday
                  occurred before the first day of the Plan Year may elect to
                  defer the receipt of a portion of his or her Compensation
                  during the Plan Year and contribute such amounts to the Plan
                  as Catch-Up Contributions. The Company shall pay the amount
                  deducted from the Participant's Compensation to the Trustee
                  promptly after the deduction is made. The Committee shall
                  determine after the end of each calendar year which
                  Participant Before-Tax Contributions were Catch-Up
                  Contributions and which were 401(k) Contributions. See
                  sections 3.5 and 3.6 for instances in which Participant
                  Before-Tax Contributions that would normally be


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                  characterized as 401(k) Contributions are in fact
                  characterized as Catch-Up Contributions. Catch-Up
                  Contributions shall be allocated to Participant Before-Tax
                  Contributions Accounts.

                           (ii) Limitations on Catch-Up Contributions.

                                    (A) Limit for Apache Plans. The sum of
                           Catch-Up Contributions to this Plan and similar
                           deferrals under Code section 414(v) to any other plan
                           maintained by the Company or an Affiliated Entity
                           shall not exceed the dollar limit in effect under
                           Code section 414(v)(2) in any calendar year. The
                           Company shall inform the Committee if such limit has
                           been exceeded, and the excess amount allocated to
                           this Plan. The excess amount allocated to this Plan
                           shall be reduced by any amounts returned pursuant to
                           any other provision of this Article. Any remaining
                           excess amount shall be returned to the Participant as
                           soon as administratively possible, and in no event
                           later than April 15 of the calendar year after the
                           calendar year in which the excess occurred. Company
                           Matching Contributions attributable to amounts
                           returned under this subparagraph shall be forfeited.
                           Unmatched Catch-Up Contributions shall be returned
                           first. The amount returned or forfeited shall be
                           adjusted to reflect the net increase or decrease in
                           the net worth of the Participant's Account
                           attributable thereto for the Plan Year. The Committee
                           may use any reasonable method to allocate this
                           adjustment.

                                    (B) Participant Limit. If the sum of the
                           Catch-Up Contributions to this Plan and similar
                           deferrals under Code section 414(v) to any other plan
                           exceed the dollar limit in effect under Code section
                           414(v)(2) in a calendar year, and the Participant is
                           an Employee on the last day of the Plan Year and
                           informs the Committee of the amount of the excess
                           allocated to this Plan, then that amount will be
                           reduced by any Catch-Up Contributions for that
                           calendar year that were returned pursuant to any
                           other provision in this Article and any remaining
                           excess amount shall be returned to the Participant as
                           soon as administratively possible, and in no event
                           later than April 15 of the calendar year after the
                           calendar year in which the excess occurred. Company
                           Matching Contributions attributable to amounts
                           returned under this subparagraph shall be forfeited.
                           Unmatched Catch-Up Contributions shall be returned
                           first. The amount returned or forfeited shall be
                           adjusted to reflect the net increase or decrease in
                           the net worth of the Participant's Account
                           attributable thereto for the Plan Year. The Committee
                           may use any reasonable method to allocate this
                           adjustment.

                  (c) Procedures. Participant Before-Tax Contributions shall be
         made according to rules prescribed by the Committee, and may only be
         made after the Company has received authorization from a Participant to
         deduct such contributions from his or her Compensation. Such
         authorization shall remain in effect until revoked or changed by the
         Participant. The Participant may change his or her authorization as of
         the first day of any pay period by filing an election no later than the
         last day of the pay period. To be effective, any authorization, change
         of authorization, or notice of revocation must be filed with the
         Committee according to such restrictions and requirements as the
         Committee prescribes. The Committee shall establish procedures from
         time to time for Participants to change their contribution elections,
         which procedures shall be communicated to Participants. The Committee
         may establish different procedures for Participant Before-Tax
         Contributions from different types of Compensation, such as bonuses.
         The Committee's procedures for


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         Catch-Up Contributions shall allow all Participants who can make
         Catch-Up Contributions the effective opportunity to make the same
         dollar amount of Catch-Up Contributions for the calendar year.

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).

THE PHRASE "CODE SECTIONS 125, 132(f)(4), 402(e)(3), 402(h), 403(b), 408(p), OR
457" IN SECTION 1.13(a) AND 1.13(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 LAST SENTENCE OF PARAGRAPH 3.1(c)(II) SHALL BE ELIMINATED.

SECTION 3.1(d) SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING.

                  (d) Contributions Contingent on Deductibility. The Company
         Contributions for a Plan Year (excluding forfeitures, contributions
         pursuant to paragraph 3.1(c)(v), and Catch-Up Contributions), when
         combined with Participant Before-Tax Contributions for the Plan Year,
         shall not exceed the amount allowable as a deduction for Apache's
         taxable year ending with or within the Plan Year pursuant to Code
         section 404. The amount allowable as a deduction under Code section 404
         shall include carry forwards of unused deductions for prior years. If
         the Code section 404 deduction limit would be exceeded for any Plan
         Year, the Plan contributions shall be reduced, in the following order,
         until the Plan contributions equal the Code section 404 deduction
         limit: first, the Company Matching Contributions for those Highly
         Compensated Employees who are eligible to participate in the Company's
         Nonqualified Retirement/Savings Plan; second, the Participant
         Before-Tax Contributions for those Highly Compensated Employees who are
         eligible to participate in the Company's Nonqualified
         Retirement/Savings Plan; third, all but $1 of the Company Discretionary
         Contributions for those Highly Compensated Employees who are eligible
         to participate in the Company's Nonqualified Retirement/Savings Plan;
         fourth, any remaining unmatched Participant Before-Tax Contributions;
         fifth, any remaining matched Participant Before-Tax Contributions, and
         the corresponding Company Matching Contribution; sixth, any remaining
         Company Discretionary Contributions. Company Contributions other than
         QNECs, QMACs, and contributions pursuant to paragraph 3.1(c)(iv) 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; QNECs and QMACs shall be paid to the Trustee no later than 12
         months after the close of the Plan Year; and contributions subject to
         paragraph 3.1(c)(iv) shall be paid to the Trustee as specified in
         section 15.4. Company Contributions may be made without regard to
         current or accumulated earnings and profits; nevertheless, this Plan is
         intended to qualify as a "profit sharing plan" as defined in Code
         section 401(a). The appropriate contribution of the Company to the
         Trust Fund may be paid by the Company in the form of Company Stock,
         cash, other assets of any character, or in any combination of the
         foregoing, as determined by the Company.

SECTION 3.5 SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

         3.5 Contribution Limits for Highly Compensated Employees (ADP Test).

                  (a) Limits on Contributions. Notwithstanding any provision in
         this Plan to the contrary, the actual deferral percentage ("ADP") test
         of Code section 401(k)(3) shall be satisfied. Code section 401(k) and
         the regulations issued thereunder are hereby incorporated by reference
         to the extent permitted by such regulations. In performing the ADP test
         for a Plan Year, the Plan will use that Plan Year's data for the
         Non-Highly Compensated Employees.

                  (b) Permissible Variations of the ADP Test. To the extent
         permitted by the regulations under Code sections 401(m) and 401(k),
         401(k) Contributions, QMACs, and QNECs may be used to satisfy the ACP


                                  Page 9 of 14
<PAGE>


         test of section 3.6 if they are not used to satisfy the ADP test. The
         Committee may elect to exclude from the ADP test those Non-Highly
         Compensated Employees who, at the end of the Plan Year, had not
         attained age 21 and/or whose Period of Service was for less than one
         year.

                  (c) Advanced Limitation on 401(k) Contributions or Company
         Matching Contributions. The Committee may limit the 401(k)
         Contributions of any Highly Compensated Employee (or any Employee
         expected to be a Highly Compensated Employee) at any time during the
         Plan Year (with the result that his or her share of Company Matching
         Contributions may be limited). This limitation may be made, if
         practicable, whenever the Committee believes that the limits of this
         section or sections 3.4 or 3.6 will not be satisfied for the Plan Year.

                  (d) Corrections to Satisfy Test. If the ADP test is not
         satisfied for the Plan Year, the Committee shall decide which one or
         more of the following methods shall be employed to satisfy the ADP
         test. All corrections shall be accomplished if possible before March 15
         of the following Plan Year, and in no event later than 12 months after
         the close of the Plan Year.

                           (i) The Committee may recommend to the Company and
                  the Company may make QNECs to the Plan, pursuant to subsection
                  3.8(c).

                           (ii) The Committee may recommend to the Company and
                  the Company may designate some or all of the Company
                  Discretionary Contributions allocated to Non-Highly
                  Compensated Employees as QNECs, pursuant to subsection 3.8(b).

                           (iii) The Committee may recommend to the Company and
                  the Company may designate any Company Matching Contributions
                  to the Plan as QMACs, pursuant to section 3.9.

                           (iv) 401(k) Contributions of Highly Compensated
                  Employees may be recharacterized as Catch-Up Contributions or
                  returned to the Highly Compensated Employee, without the
                  consent of either the Highly Compensated Employee or his or
                  her Spouse, subject to the rules of subsection (f).

                  (e) Order of Correction. The method described in subsection
         (c) shall be employed first, during the Plan Year. If that method is
         not used during the Plan Year, or if the net effect of such method was
         insufficient for the ADP test to be satisfied, the Company has the
         discretion to use any one or more of the methods described in
         paragraphs (d)(i), (d)(ii), and (d)(iii). If the Company does not
         choose to make the corrections described in paragraphs (d)(i), (d)(ii),
         and (d)(iii), or if such corrections are insufficient to satisfy the
         ADP test, then the correction method described in paragraph (d)(iv)
         shall be used.

                  (f) Calculating the Amounts Returned or Recharacterized. If
         the ADP test is not satisfied, and 401(k) Contributions are returned or
         recharacterized pursuant to paragraph (d)(iv) above, the Committee
         shall determine the amount to be returned or recharacterized pursuant
         to paragraph (i) below, and shall then allocate that amount among the
         Highly Compensated Employees pursuant to paragraph (ii) below in the
         order specified in paragraph (iii) below. The amount actually
         recharacterized or returned to each Highly Compensated Employee shall
         be adjusted to reflect as nearly as possible the actual investment
         gains or losses thereon for the Plan Year, determined pursuant to
         Article IV, but shall not be adjusted to reflect any subsequent gains
         or losses.

                           (i) Calculation of Amount of Excess Contributions.
                  The amount of 401(k) Contributions to be recharacterized or
                  returned to the group of Highly Compensated Employees as a
                  whole (the "excess contributions") shall be equal to the
                  hypothetical reduction in the 401(k) Contributions that are
                  subject to the ADP test pursuant to subsection (b) (the
                  "relevant 401(k) Contributions") that would be made under the


                                 Page 10 of 14
<PAGE>


                  following procedure. The Highly Compensated Employee(s) with
                  the highest "actual deferral ratio" has an amount
                  hypothetically reduced until his or her actual deferral ratio
                  is reduced to the actual deferral ratio of the Highly
                  Compensated Employee with the next highest actual deferral
                  ratio; this process is repeated to the extent necessary for
                  the ADP test to be satisfied. The term "actual deferral ratio"
                  is a fraction, the denominator of which is equal to the
                  Participant's Compensation, and the numerator of which is
                  equal to (A)+(B)+(C)-(D)-(E), where

                           (A) is equal to the Participant's 401(k)
                           Contributions for the Plan Year.

                           (B) is equal to that portion of the Participant's
                           QNECs and QMACs that are allocated to the Participant
                           as of any date within the Plan Year, but only to the
                           extent that the Committee elects to include them in
                           the ADP test.

                           (C) is equal to zero for a Non-Highly Compensated
                           Employee, and, for each Highly Compensated Employee
                           who participates in a cash or deferred arrangement
                           sponsored by the Company or an Affiliated Entity that
                           is permitted to be aggregated with this Plan, is
                           equal to the contributions to the other plan that are
                           subject to that plan's ADP test.

                           (D) is equal to any of the amounts in (A) that are
                           used in the ACP test pursuant to subsection (b).

                           (E) is equal to any of the amounts in (A) or (B) or
                           (C) that have been removed from the Participant's
                           Accounts pursuant to any other corrective mechanisms
                           described in this Article.

                           (ii) Allocation of Excess Contributions. The excess
                  contributions shall be allocated among the Highly Compensated
                  Employees as follows. The Highly Compensated Employee(s) with
                  the largest relevant 401(k) Contributions shall have an amount
                  recharacterized or returned until his or her remaining
                  relevant 401(k) Contributions are equal to those of the Highly
                  Compensated Employee with the next largest relevant 401(k)
                  Contributions. This process is repeated until the excess
                  contributions have been completely recharacterized or returned
                  to the Highly Compensated Employees.

                           (iii) Ordering. For each Highly Compensated Employee
                  allocated an excess contribution, the Plan shall take the
                  following steps, in the following order.

                                    (A) Recharacterize matched 401(k)
                           Contributions as Catch-Up Contributions to the extent
                           possible.

                                    (B) Recharacterize unmatched 401(k)
                           Contributions as Catch-Up Contributions to the extent
                           possible.

                                    (C) Return unmatched 401(k) Contributions.

                                    (D) Return matched 401(k) Contributions and
                           forfeit the corresponding Company Matching
                           Contribution (unless it was returned to the
                           Participant pursuant to paragraph 3.6(c)(iv)).



                                 Page 11 of 14
<PAGE>


SECTION 3.6 SHALL BE REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

         3.6 Contribution Limits for Highly Compensated Employees (ACP Test).

                  (a) Limits on Contributions. Notwithstanding any provision in
         this Plan to the contrary, the actual contribution percentage ("ACP")
         test of Code section 401(m)(2) shall be satisfied. Code section 401(m)
         and the regulations issued thereunder are hereby incorporated by
         reference to the extent permitted by such regulations. In performing
         the ACP test for a Plan Year, the Plan will use that Plan Year's data
         for the Non-Highly Compensated Employees.

                  (b) Permissible Variations of the ACP Test. To the extent
         permitted by the regulations under Code sections 401(m) and 401(k),
         401(k) Contributions, QMACs, and QNECs may be used to satisfy this test
         if not used to satisfy the ADP test of section 3.5. The Committee may
         elect to exclude from the ACP test those Non-Highly Compensated
         Employees who, at the end of the Plan Year, had not attained age 21
         and/or whose Period of Service was for less than one year.

                  (c) Corrections to Satisfy Test. If the ACP test is not
         satisfied, the Committee shall decide which one or more of the
         following methods shall be employed to satisfy the ACP test. All
         corrections shall be accomplished if possible before March 15 of the
         following Plan Year, and in no event later than 12 months after the
         close of the Plan Year.

                           (i) The Committee may recommend to the Company and
                  the Company may make QNECs to the Plan, pursuant to subsection
                  3.8(c).

                           (ii) The Committee may recommend to the Company and
                  the Company may designate any portion of its Company
                  Discretionary Contribution as a QNEC, pursuant to subsection
                  3.8(b).

                           (iii) The Committee may recommend to the Company and
                  the Company may make extra Company Matching Contributions to
                  the Plan, pursuant to paragraph 3.1(b)(ii).

                           (iv) The non-vested Company Matching Contributions
                  allocated to Highly Compensated Employees as of any date
                  during the Plan Year may be forfeited as of the last day of
                  the Plan Year, and the vested Company Matching Contributions
                  allocated to any Highly Compensated Employee for the Plan Year
                  may be paid to such Highly Compensated Employee, without the
                  consent of either the Highly Compensated Employee or his or
                  her Spouse, subject to the rules of subsection (e).

                           (v) Those 401(k) Contributions that are taken into
                  account for this ACP test for any Highly Compensated Employee
                  may be returned to such Highly Compensated Employee, without
                  the consent of either the Highly Compensated Employee or his
                  or her Spouse, subject to the rules of subsection (e).

                  (d) Order of Correction. The method described in subsection
         3.5(c) shall be employed first, during the Plan Year. If that method is
         not used during the Plan Year, or if the net effect of such method was
         insufficient for the ACP test to be satisfied, the Company has the
         discretion to use any one or more of the methods described in
         paragraphs (c)(i), (c)(ii), and (c)(iii). If the Company does not
         choose to make the corrections described in paragraphs (c)(i), (c)(ii),
         and (c)(iii), or if such corrections are insufficient to satisfy the
         ACP test, then the correction methods described in paragraphs (c)(iv)
         and (c)(v) shall be used, as described in subsection (e).


                                 Page 12 of 14
<PAGE>


                  (e) Calculating the Corrective Reduction in Participants'
         Accounts. If the ACP test is not satisfied, and the correction methods
         described in paragraphs (c)(iv) and (c)(v) are to be used, the
         Committee shall determine the amount of the correction pursuant to
         paragraph (i) below, and shall then allocate that amount among the
         Highly Compensated Employees pursuant to paragraph (ii) below in the
         order specified in paragraph (iii). The amount of the correction shall
         be adjusted to reflect as nearly as possible the actual investment
         gains or losses thereon for the Plan Year, determined pursuant to
         Article IV, but shall not be adjusted to reflect any subsequent gains
         or losses.

                           (i) Calculation of Amount of Excess Aggregate
                  Contributions. The term "aggregate contributions" means those
                  401(k) Contributions and Company Matching Contributions that
                  are taken into account for the ACP test pursuant to subsection
                  (b). The amount of the excess aggregate contributions shall be
                  equal to the hypothetical reduction in the aggregate
                  contributions that would be made under the following
                  procedure. The Highly Compensated Employee(s) with the highest
                  "actual contribution ratio" has his or her aggregate
                  contributions hypothetically reduced until his or her actual
                  contribution ratio is lowered to the actual contribution ratio
                  of the Highly Compensated Employee with the next highest
                  actual contribution ratio; this process is repeated to the
                  extent necessary for the ACP test to be satisfied. The term
                  "actual contribution ratio" is a fraction, the denominator of
                  which is equal to the Participant's Compensation, and the
                  numerator of which is equal to (A)+(B)+(C)+(D)-(E), where

                           (A) is equal to the Participant's Company Matching
                           Contributions for the Plan Year.

                           (B) is equal to the Participant's 401(k)
                           Contributions that are used in the ACP test pursuant
                           to subsection (b).

                           (C) is equal to that portion of the Participant's
                           QNECs and QMACs that are allocated to the Participant
                           as of any date within the Plan Year, but only to the
                           extent that the Committee elects to include them in
                           the ACP test.

                           (D) is equal to zero for a Non-Highly Compensated
                           Employee, and, for each Highly Compensated Employee
                           who participates in a cash or deferred arrangement
                           sponsored by the Company or an Affiliated Entity that
                           is permitted to be aggregated with this Plan, is
                           equal to the contributions to the other plan that are
                           subject to that plan's ACP test.

                           (E) is equal to any of the amounts in (A) or (B) or
                           (C) or (D) that have been removed from the
                           Participant's Accounts pursuant to any other
                           corrective mechanisms described in this Article.

                           (ii) Allocation of Excess Aggregate Contributions.
                  The excess aggregate contributions shall be allocated among
                  the Highly Compensated Employees as follows. The Highly
                  Compensated Employee(s) with the largest aggregate
                  contributions shall have his or her aggregate contributions
                  reduced until his or her remaining aggregate contributions are
                  equal to those of the Highly Compensated Employee with the
                  next largest aggregate contributions. This process is repeated
                  until the excess aggregate contributions have been eliminated.

                           (iii) Ordering. For each Highly Compensated Employee
                  allocated an excess aggregate contribution, the Plan shall
                  take the following steps, in the following order.


                                 Page 13 of 14
<PAGE>


                                    (A) Recharacterize matched 401(k)
                           Contributions as Catch-Up Contributions to the extent
                           possible.

                                    (B) Recharacterize unmatched 401(k)
                           Contributions as Catch-Up Contributions to the extent
                           possible.

                                    (C) Return unmatched 401(k) Contributions.

                                    (D) Pay the vested Company matching
                           Contribution for the Plan Year to the Participant.

                                    (E) Return matched 401(k) Contributions and
                           forfeit the corresponding Company Matching
                           Contribution (unless it was returned to the
                           Participant pursuant to paragraph 3.6(c)(iv)).

                                    (F) Forfeit the unvested Company Matching
                           Contribution for the Plan Year.

SECTION 9.2(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.

SECTION 15.1(c) SHALL BE DELETED.

SECTION 15.4(h)(ii)(D) SHALL BE REPLACED IN ITS ENTIRETY BY THE FOLLOWING.

                                    (D) The limits of paragraph 3.2(a)(ii)
                           (relating to the maximum 401(k) Contributions) and
                           paragraph 3.2(b)(ii) (relating to the maximum
                           Catch-Up Contributions) for each calendar year shall
                           be calculated by treating as 401(k) and Catch-Up
                           Contributions his or her additional contributions
                           pursuant to subsection (d) that are attributable to
                           that calendar year's Deemed Compensation.

                           EXECUTED this 27th day of December, 2001.

                                          APACHE CORPORATION


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

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




                                 Page 14 of 14





</TEXT>
</DOCUMENT>
