APACHE CORP
AMENDMENT TO MONEY PURCHASE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>h89591ex10-12.txt
<DESCRIPTION>AMENDMENT TO MONEY PURCHASE RETIREMENT PLAN
<TEXT>
<PAGE>   1

                                                                   EXHIBIT 10.12


                                    Amendment
                                       To
                Apache Corporation Money Purchase Retirement Plan

         Apache Corporation ("Apache") maintains 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
that right as follows.

1.       Effective as of January 1, 2000, the phrase "Code sections 125,
         402(e)(3), 402(h), 403(b), 408(p), or 457" in sections 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), or 457."

2.       Effective as of September 1, 2000, section 1.11(c)(i)(E) shall be
         replaced in its entirety by the following.

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

3.       Effective as of January 1, 2001, section 1.12(b) shall be replaced in
         its entirety by the following.

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

4.       Effective as of January 1, 2001, section 1.20 shall be replaced in its
         entirety by the following.

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

5.       Effective as of January 1, 2001, section 1.29(d) shall be replaced in
         its entirety by the following.

                  (d) Leased Employee Rules. See the definition of "Employee"
         for a description of when a leased employee (within the meaning of Code
         section 414(n)) is treated as an Employee. In addition, for purposes of
         calculating an Employee's Period of Service once an individual has
         become an Employee, the individual shall be treated as an Employee for
         any prior period during which the individual would have been a leased
         employee (within the meaning of Code section 414(n)) but for the fact
         that his or her services were not on a substantially full-time basis or
         were for less than a year.

6.       Effective as of January 1, 2001, the following section 3.1(a)(vi) shall
         be added to the Plan.

                            (vi) Special Allocation for 2000. In addition to the
                  allocation provided in paragraph (ii), the eligible
                  Participants who had the smallest "plan year compensation" (as
                  defined below) in 2000 shall receive an additional allocation
                  of Company Mandatory Contributions equal to 1.83% of the
                  eligible Participant's plan year compensation in 2000. For
                  purposes of this paragraph only, "plan year compensation"
                  means those amounts


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                  reported as "wages, tips, other compensation" on Form W-2 by
                  the Company or an Affiliated Entity and elective contributions
                  that are not includable in the Employee's income pursuant to
                  Code section 125, 132(f)(4), or 402(e)(3).

7.       Effective as of July 1, 2001, section 5.1(c) shall be replaced in its
         entirety by the following.

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

8.       Effective November 1, 2001 section 6.3(b) shall be replaced in its
         entirety by the following.

                  (b) Beneficiaries. The distributable amount that is left to a
         beneficiary shall be paid, at the election of the beneficiary, in the
         form of a single payment, installments (for non-Spouse beneficiaries),
         or an annuity (for Spouse beneficiaries), as described in subsection
         6.4(e).

9.       Effective as of November 1, 2001, sections 6.4(c), 6.4(d), and 6.4(e)
         shall be replaced in their entirety by the following.

                  (c) Latest Date of Distribution. The entire distributable
         amount shall be distributed to a Participant (i) in a single payment
         not later than the Required Beginning Date, or (ii) in the form of an
         annuity with payments beginning no later than the Required Beginning
         Date. The terms of the annuity shall comply with the applicable
         Treasury Regulations. The payment will be in the form of an annuity
         unless the Participant elects a single payment and, if the Participant
         is married, his or her Spouse consents to the single payment.

                  (d) Small Amounts. If the value of the nonforfeitable portion
         of a Participant's Account is $5,000 or less at any time after the
         Participant's termination of employment, then the Participant shall
         receive a single payment of the distributable amount as soon as
         administratively practicable, provided that the 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.

                  (e) Distribution Upon Participant's Death.

                           (i) Small Accounts. If the value of the
                  nonforfeitable portion of a Participant's Account is $5,000 or
                  less at any time after the Participant's death and before any
                  beneficiary elects to receive a distribution under this
                  subsection, then the beneficiary or beneficiaries shall each
                  receive a single payment of each one's distributable amount as
                  soon as administratively 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
                  Participants' Accounts on an occasional (rather than a daily)
                  basis to determine whether to apply the provisions of this
                  subsection.

                           (ii) Larger Accounts. If paragraph (i) does not
                  apply, then each beneficiary may elect to have his or her
                  distributable amount distributed at any time after the
                  Participant's death, within the following guidelines. The
                  forms of permitted distribution are a lump sum, annual
                  installments, and for Spouse beneficiaries only, a QPSA. No
                  distribution shall be processed until the beneficiary's
                  identity as a beneficiary is established. The entire
                  distributable amount shall be distributed by the last day of
                  the calendar year containing the fifth anniversary of the
                  Participant's death; if a Spouse


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                  beneficiary elects a QPSA, the annuity contract shall be
                  distributed by the last day of the calendar year containing
                  the fifth anniversary of the Participant's death. A
                  beneficiary who elects installments may elect to accelerate
                  any or all remaining payments. In addition, if the Participant
                  was a Five-Percent Owner who began to receive the minimum
                  required distributions under paragraph (c)(ii), the
                  distribution to each beneficiary must be made at least as
                  rapidly as required by the method used to calculate the
                  minimum required distributions that was in effect when the
                  Five-Percent Owner died.

10.      Effective as of November 1, 2001, Section 12.9(f) shall be replaced in
         its entirety by the following:

         (f) The Alternate Payee shall have the following rights under the Plan:

                           (i) Small Accounts. If the value of the
                  nonforfeitable portion of an Alternate Payee's Account is
                  $5,000 or less, the Alternate Payee shall receive a single
                  payment of the distributable amount as soon as practicable,
                  provided that the value is $5,000 or less when the
                  distribution is processed. The Committee may elect to check
                  the value of the Alternate Payee's Account on an occasional
                  (rather than a daily) basis, to determine whether this
                  paragraph applies.

                           (ii) Single Payment or Annuity. This paragraph
                  applies only if paragraph (i) does not apply. The only form of
                  payment available to an Alternate Payee who is not the Spouse
                  or former Spouse of the Participant is a single payment of the
                  distributable amount (measured at the time the payment is
                  processed). An Alternate Payee who is the Spouse or former
                  Spouse of the Participant may choose between a single payment
                  of the distributable amount or an annuity. If the Alternate
                  Payee is awarded more than the distributable amount, the
                  Alternate Payee shall initially receive a distribution of the
                  distributable amount, with additional distributions made as
                  soon as administratively convenient after more of the amount
                  awarded to the Alternate Payee becomes distributable.

                           (iii) Timing of Distribution. This paragraph applies
                  only if paragraph (i) does not apply. Subject to the limits
                  imposed by this paragraph, the Alternate Payee may choose (or
                  the QDRO may specify) the date of the distribution. The
                  distribution to the Alternate Payee may occur at any time
                  after the Committee determines that the Domestic Relations
                  Order is a QDRO and before the Participant's Required
                  Beginning Date (unless the order is determined to be a QDRO
                  after the Participant's Required Beginning Date, in which case
                  the distribution to the Alternate Payee shall be made as soon
                  as administratively practicable after the order is determined
                  to be a QDRO).

                           (iv) Death of Alternate Payee. The Alternate Payee
                  may designate one or more beneficiaries, as specified in
                  section 6.1. When the Alternate Payee dies, the Alternate
                  Payee's beneficiary shall receive a complete distribution of
                  the distributable amount in a single payment as soon as
                  administratively convenient.

                           (v) Investing. An Alternate Payee may direct the
                  investment of his Account pursuant to section 8.3.

                           (vi) Claims. The Alternate Payee may bring claims
                  against the Plan pursuant to section 12.2.

11.      Effective as of August 1, 2000, Appendix C shall be replaced in its
         entirety by the following and Appendix D shall be deleted:

                                   APPENDIX C

                  Over the years, the Company has engaged in numerous corporate
         transactions, both acquisitions and sales. This Appendix contains any
         special service-crediting provisions that apply to employees affected
         by


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         the corporate transaction (both those who are hired by the Company and
         those whose employment is terminated).

                                      SALES

                  The following Participants are fully vested in their Accounts
         in this Plan, on the following dates:

                  [none, as of July 1, 2001]

                                  ACQUISITIONS

                  A Period of Service for vesting purposes for a New Employee
         (listed below) shall be determined by treating all periods of
         employment with the Former Employer Controlled Group as periods of
         employment with Apache. The "Former Employer Controlled Group" means
         the Former Employer (listed below), its predecessor company/ies, and
         any business while such business was treated as a single employer with
         the Former Employer or predecessor company pursuant to Code section
         414(b), 414(c), 414(m), or 414(o).

                  The following individuals are "New Employees" and the
         following companies are "Former Employers":

<Table>
<Caption>
                       Former Employer                                                  New Employees
                       ---------------                                                  -------------

<S>                                                                        <C>
         Crescendo Resources, L.P. ("Crescendo")                           All individuals hired from April 30, 2000
                                                                           through June 1, 2000 from Crescendo and related
                                                                           companies in connection with an April 30, 2000
                                                                           asset acquisition from Crescendo.

         Collins & Ware ("C&W") and Longhorn Disposal,                     All individuals hired from C&W, Longhorn, and
         Inc. ("Longhorn")                                                 related companies in connection with a May 23,
                                                                           2000 asset acquisition from C&W and Longhorn.

         Occidental Petroleum Corporation ("Oxy")                          All individuals hired from Oxy and related
                                                                           companies in connection with an August 2000
                                                                           asset acquisition from an Oxy subsidiary.
</Table>


                             -- END OF APPENDIX C --

                  IN WITNESS WHEREOF, this Amendment has been executed the date
set forth below.

                                        APACHE CORPORATION


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

Date: August 3, 2001                    Title: Vice President - Human Resources
      --------------                           ---------------------------------



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