Retirement Plan – Outside Directors – Apache Corp.

APACHE CORPORATION
OUTSIDE DIRECTORS153 RETIREMENT PLAN
(As Amended and Restated July 21, 2011)

APACHE CORPORATION (the “Company”) established the Apache
Corporation Outside Directors153 Retirement Plan (the “Plan”), effective as of
December 15, 1992, to provide non-employee Directors of the Company (“Outside
Directors”) with certain retirement and death payments. The purpose of the Plan
is to advance the interests of the Company, its subsidiaries, and its
stockholders by continuing to attract and retain outstanding individuals as
Outside Directors and to stimulate the efforts of such individuals by giving
suitable recognition to services which will contribute materially to the success
of the Company.

It is the Company153s express intention that this Plan comply with the
requirements of Code §409A, and the Plan shall be interpreted in that light.

ARTICLE I
Eligibility, Participation and Contributions

1.1 Eligibility and Participation.

Each Outside Director begins to participate in the Plan as of the date his or
her Service begins.

1.2 Contributions.

All amounts payable under the Plan shall be paid from the general assets of
the Company. Nothing contained in the Plan shall be deemed to create any
fiduciary relationship between the Company and the participating Outside
Director (“Participant”). The rights of a Participant under the Plan are no
greater than the rights of an unsecured general creditor of the Company.

ARTICLE II
Retirement Payments

2.1

Definitions.

The term “Separation from Service” has the same meaning as the term
“separation from service” in Code §409A(a)(2)(A)(i). A Separation from Service
is determined using the default rules in the regulations and other guidance of
general applicability issued pursuant to Code §409A, including the special rules
for a member of a board of directors found in Treasury Regulation
§1.409A-1(h)(5) and §1.409A-1(c)(2)(ii). In general, a Separation from Service
will occur when a Participant ceases to be a member of the Company153s Board of
Directors.

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The term “Specified Employee” has the same meaning as the term “specified
employee” in Code §409A(a)(2)(B)(i), and is determined using the default rules
in the regulations and other guidance of general applicability issued pursuant
to Code §409A.

2.2

Retirement Payments.

(a) Eligibility for Benefits. A Participant who Retires with four or
more Quarters of Service is entitled to receive benefits under the Plan.

(b) Amount of Benefits. The amount of benefits under the Plan is equal
to the value of a series of quarterly payments, with each payment equal in
amount to one-fourth of the Participant153s Annual Director153s Retainer, and with
the number of quarterly payments equal to the number of the Participant153s
Quarters of Service. As a consequence, each Participant will generally receive
an annual benefit of 100% of his or her Annual Director153s Retainer.

(c) “Annual Director153s Retainer” means the aggregate annual amount of
an Outside Director153s board retainer fee payable pursuant to section 1 of the
Company153s Non-Employee Directors153 Compensation Plan (or comparable section of
any successor plan), whether or not all or a portion of such amount is deferred
or delayed. Such amount will be determined as of the earlier of the date a
Participant ceases to be an Outside Director or the date the Participant dies.

(d) “Quarter of Service” means the aggregate total full months of
Service as an Outside Director divided by three and rounded up to the next whole
number, up to a maximum of 40 Quarters of Service.

(e) “Retirement, Retired or Retires” means a Participant153s ceasing to
hold office as an Outside Director, for any reason other than death.

(f) “Service” means the aggregate total, not to exceed 120, of (i) the
number of full months beginning on or after July 1, 1992 (whether or not
consecutive) that a Participant held office as an Outside Director, whether or
not a Participant at the time, and (ii) ¹/2 the number of full months
prior to July 1, 1992 (whether or not consecutive) that a Participant held
office as an Outside Director; provided, however, that a Participant who, as of
December 15, 1992, has held office as an Outside Director for an aggregate total
of 15 years shall automatically be credited with 120 full months of Service.

(g) Episodic Participation. If a Participant has a Separation from
Service and then becomes an Outside Director again, (i) the Participant153s
benefits from his or her initial episode of participation shall be paid
according to the terms of the Plan on the date of his or her Separation from
Service and shall not be affected by any subsequent Service, and (ii) the
Participant153s benefits from his or her later episodes of participation shall be
calculated by ignoring his or her Service from earlier episodes of
participation. In calculating the amount of benefits for the most recent episode
of participation, the

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maximum Quarters of Service is 40, reduced by the number of Quarters of
Service for which he or she earned benefits under this Plan from earlier
episodes of participation.

2.3 Retirement Payments Following a Change of Control.

In the event of a “change of control” of the Company, as defined in the
Company153s Income Continuance Plan (as amended or the corresponding provisions of
any successor plan), each then current Outside Director shall be eligible for
the benefits described in section 2.2 even if the Outside Director has less than
four Quarters of Service. If the change of control is a transaction described in
§409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (“Code”),
each Participant shall be paid a single lump-sum payment on the date of the
change of control, or as soon as practicable thereafter, equal to the net
present value of the benefit to which the Participant is entitled, calculated in
the manner described in section 2.5, as of the date of the change of control;
however, if the Participant was a Specified Employee whose Separation from
Service occurred less than six months before the change of control, he or she
shall be paid a single lump-sum payment six months after the Separation from
Service, or as soon as practicable thereafter, equal to the net present value of
the benefit to which the Participant is entitled, calculated in the manner
described in section 2.5, as of the date six months after the Separation from
Service. If the change of control is not a transaction described in Code
§409A(a)(2)(A)(v), each Participant shall be paid at the time(s) specified in
section 2.4 or 2.5, whichever is applicable.

2.4 Quarterly Payments.

A Participant may elect to be paid quarterly installments that are paid on
the last day of each calendar quarter (or as near to that date as
administratively practicable). See section 2.5 for the deadline for the
Participant153s payout election. The first quarterly payment shall be made as of
the last day of the calendar quarter after the date of the Participant153s
Separates from Service, unless the Participant is a Specified Employee, in which
case the first two quarterly payments shall be delayed until, and paid with, the
third regularly scheduled quarterly payment.

2.5 Lump-Sum Payments.

A Participant shall receive a single lump-sum payment unless the Participant
elects quarterly installments. Participants on December 31, 2008 have already
made their payout election. A new Participant153s payout election must be made
within 30 days after the individual becomes an Outside Director. Once the
deadline for making a payout election has passed, the payout election is
irrevocable.

The lump sum shall be paid as soon as administratively practicable after the
Participant153s Separation from Service, unless the Participant is a Specified
Employee, in which case the lump sum shall be paid as soon as administratively
practicable after six months after the Participant153s Separation from Service.
The amount of the lump sum

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shall be calculated by the Committee as of the date of the Participant153s
Separation from Service. The amount of the lump sum shall be equal to the net
present value of the quarterly payments to which the Participant would otherwise
be entitled, determined using an annual interest rate equal to the rate on
ten-year treasury bonds/notes as reported in The Wall Street Journal
published on or most recently prior to the date of the Participant153s
Separation from Service.

2.6 Retirement before 2011.

A Participant whose Separation from Service occurred between December 31,
2004 and January 1, 2009, shall receive his or her benefit in accordance with
the terms of the Plan in effect at the time of the Separation from Service. A
Participant who Retired before January 1, 2005, shall receive his or her benefit
in accordance with the terms of the Plan in effect at the time of the
Retirement. A Participant whose Separation from Service occurred between January
1, 2009 and July 21, 2011, shall receive his or her benefit in accordance with
the terms of the Plan in effect at the time of the Retirement.

ARTICLE III
Death Payments

3.1 Death Benefits.

(a) Eligibility for Death Benefits. If a Participant dies before
receiving all of his or her benefits under Article II, the Participant153s
Beneficiary, as determined in section 3.2, shall receive the remaining benefits.
If a Participant elected quarterly payments, the Participant153s Beneficiary shall
be paid a lump sum equal to the net present value of any remaining payments,
calculated as of the date of the Participant153s death, and calculated in the
manner specified in section 2.5. If a Participant is scheduled to receive a
single lump-sum payment, but dies before doing so, the Participant153s Beneficiary
shall be paid the lump sum.

(b) Timing. Payment to the Beneficiary shall be made as soon as
administratively practicable four months after the Participant153s death, which
provides the Beneficiary with an opportunity to disclaim, except that no payment
shall be made until the Company has been furnished with proof of death and such
other information as it may reasonably require.

(c) Beneficiary in Pay Status. The Beneficiary of a Participant who
died on or before December 31, 2008 shall receive his or her death benefits in
accordance with the terms of the Plan in effect on the date of the Participant153s
death.

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3.2 Beneficiaries.

(a) “Beneficiary” means the recipient of the Participant153s death
benefits under section 3.1.

(b) Designation. Each Participant shall designate one or more persons,
trusts, or other entities as his or her Beneficiary. In the absence of an
effective Beneficiary designation as to part or all of a Participant153s death
benefits, the Participant153s surviving Spouse, if any, shall be the Participant153s
Beneficiary, and in the absence of a surviving Spouse, the Participant153s estate
shall be the Beneficiary. Unless the Participant153s Beneficiary designation form
specifies otherwise, if a Beneficiary dies after the Participant but before
being paid by the Plan, the Plan shall pay the Beneficiary153s estate.

(c) Changing Beneficiaries. A Beneficiary designation may be changed
by the Participant at any time and without the consent of any previously
designated Beneficiary. However, if the Participant is married, the
Participant153s Spouse shall be the Participant153s Beneficiary unless the Spouse
has consented to the designation of a different Beneficiary. To be effective,
the Spouse153s consent must have been made before January 1, 2005 or, if made on
or after January 1, 2005, the Spouse153s consent must be in writing, witnessed by
a notary public, and filed with the Company. If the Participant has designated
his or her Spouse as a primary or contingent Beneficiary, and the Participant
and Spouse later divorce (or their marriage is annulled), then the former Spouse
will be treated as having pre-deceased the Participant for purposes of
interpreting a Beneficiary designation form completed prior to the divorce or
annulment; this provision will apply only if the Company is notified of the
divorce or annulment before payment to the former Spouse is made.

(d) “Spouse” shall mean the individual to whom a Participant is
lawfully married according to the laws of the state of the Participant153s
domicile.

(e) Disclaimers. Any individual or legal entity who is a Beneficiary
may disclaim all or any portion of his or her interest in the Plan, provided
that the disclaimer satisfies the requirements of Code §2518(b) and applicable
state law. The legal guardian of a minor or legally incompetent person may
disclaim for such person. The personal representative (or the individual or
legal entity acting in the capacity of the personal representative according to
applicable state law) may disclaim on behalf of a Beneficiary who has died. The
amount disclaimed shall be distributed as if the disclaimant had predeceased the
individual whose death caused the disclaimant to become a Beneficiary.

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ARTICLE IV
Administration, Amendment and Termination

4.1 The Management Development and Compensation Committee.

The Plan shall be administered by the Management Development and Compensation
Committee (the “Committee”) of the Company153s Board of Directors. All
administrative duties, including but not limited to, the power to interpret the
Plan and to decide any dispute, shall be carried out by the Committee, which
shall have full discretion and authority hereunder. All claims under the Plan
shall be filed with the Company and shall be decided by the Committee. The
decisions made by the Committee shall be final and binding on all persons having
or claiming to have rights under the Plan.

4.2 Termination or Amendment of Plan.

The Plan may be terminated or amended at any time through action of the
Company153s Board of Directors. No termination or amendment, however, shall reduce
the payments (a) to a Participant or Beneficiary where a Participant has already
died or reached Retirement, (b) to which a Participant is or may become
entitled, based on such Participant153s Service and Annual Director153s Retainer as
determined on the effective date of such termination or amendment, or (c) to
which a Participant is or may become entitled pursuant to section 2.3 as a
result of a change of control. The termination of the Plan shall not affect the
timing of any benefit payments; payments after the Plan has terminated will be
made at the time(s) specified in Articles II and III.

ARTICLE V
Miscellaneous

5.1 Inalienability of Payments.

No Participant shall have the right to assign, transfer, hypothecate,
encumber or anticipate his or her interest in any payments under the Plan, nor
shall the payments under the Plan be subject to any legal process to levy upon
or attach such payments for any claim against the Participant, Spouse, or
Beneficiary.

5.2 Notices.

Any notice, form, or election required or permitted to be given under the
Plan shall be in writing and shall be given by first class mail, by Federal
Express, UPS, or other carrier, by fax or other electronic means, or by personal
delivery to the appropriate party, addressed:

(a) If to the Company, to Apache Corporation at its principal place of
business at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
(Attention:

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Corporate Secretary) or at such other address as may have been furnished in
writing by the Company to a Participant; or

(b) If to a Participant or Spouse, at the address the Participant has
furnished to the Company in writing.

(c) If to a Beneficiary, at the address the Participant has furnished to the
Company in writing for such Beneficiary, unless the Beneficiary has furnished
his or her own address to the Company.

Any such notice to a Participant, Spouse, or Beneficiary shall be deemed to
have been given as of the third day after deposit in the United States Postal
Service, postage prepaid, properly addressed as set forth above, in the case of
a mailed notice, or as of the date delivered in the case of any other method of
delivery.

5.3 Disposition of Unclaimed Payments.

Any communication, statement or notice addressed to a Participant at his or
her last post office address, as provided to the Company under section 5.2, will
be binding on the Participant, Spouse, or Beneficiary for all purposes of the
Plan. If the Company cannot ascertain the whereabouts of any person to whom a
payment is due under the Plan within three years from the date such payment is
due, such payment shall be cancelled on the records of the Plan and the amount
thereof forfeited to the Company.

5.4 Administrative Delays.

The Committee may delay any payment from this Plan for as short a period as
is administratively necessary. For example, a delay may be imposed upon all
payments from the Plan when there is a change of recordkeeper, and a delay may
be imposed on payments to any recipient until they have provided the information
needed for tax withholding and tax reporting, as well as any other information
reasonably requested by the Committee.

5.5 409A Noncompliance.

To the extent that the Company takes any action that causes a violation of
Code §409A or fails to take reasonable actions required to comply with Code
§409A, the Company shall pay an additional amount (the “gross-up”) to the
individual(s) who are subject to the penalty tax under Code §409A(a)(1) that is
sufficient to put the individual in the same after-tax position he or she would
have been in had there been no violation of Code §409A. The Company shall not
pay a gross-up if the cause of the violation of Code §409A is the recipient153s
failure to take reasonable actions (such as failing to timely provide the
information required for tax withholding or failing to timely provide other
information reasonably requested by the Committee : with the result that the
delay in payment violates Code §409A). Any gross-up will be made as soon as
administratively convenient after the Committee determines the gross-up is owed,
and no later than the

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end of the calendar year immediately following the calendar year in which the
additional taxes are remitted. However, if the gross-up is due to a tax audit or
litigation addressing the existence or amount of a tax liability, the gross-up
will be paid as soon as administratively convenient after the litigation or
audit is completed, and no later than the end of the calendar year following the
calendar year in which the audit is completed or there is a final and
non-appealable settlement or other resolution of the litigation.

5.6 Gender.

Any term herein used in the singular shall also include the plural, and the
masculine gender shall also include the feminine gender, and vice versa.

5.7 Statutory References.

Any reference to a specific section of the Code shall be deemed to refer to
that section or to the appropriate successor section.

5.8 Governing Law.

The Plan shall be governed by the laws of the State of Texas, ignoring any
conflicts-of-law provisions.

Dated: July 21, 2011

ATTEST:						APACHE CORPORATION
By:		/s/ Cheri L. Peper				By:		/s/ Margery M. Harris
		Cheri L. Peper						Margery M. Harris
		Corporate Secretary						Senior Vice President, Human Resources

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