{"id":38141,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/401-k-savings-plan-apache-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"401-k-savings-plan-apache-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/401-k-savings-plan-apache-corp.html","title":{"rendered":"401(k) Savings Plan – Apache Corp."},"content":{"rendered":"

APACHE CORPORATION
\n401(k) SAVINGS PLAN<\/strong><\/p>\n

\n

PREAMBLE<\/u><\/strong><\/p>\n

\n

Apache Corporation, a Delaware corporation (“Apache”), maintains this profit
\nsharing plan (the “Plan”), which is intended to be qualified under Code \u00a7401(a),
\nand which contains a cash or deferred arrangement that is intended to be
\nqualified under Code \u00a7401(k).<\/p>\n<\/p>\n

The Plan is hereby amended and restated as set forth below, effective October
\n28, 2010, except for those provisions that have their own specific effective
\ndates. This document reflects the status of the plan document for which the IRS
\nprovided a favorable determination letter on October 28, 2010.<\/p>\n<\/p>\n

Each Appendix to this Plan is a part of the Plan document. It is intended
\nthat an Appendix will be used to (1) describe which business entities are
\nactively participating in the Plan, (2) describe any special participation,
\neligibility, vesting, or other provisions that apply to the employees of a
\nbusiness entity, (3) describe any special provisions that apply to Participants
\naffected by a designated corporation transaction, and (4) describe any special
\ndistribution rules that apply to directly transferred benefits from other plans.\n<\/p>\n<\/p>\n

ARTICLE I
\nDefinitions<\/strong><\/p>\n

\n

The following words and phrases shall have the meaning set forth below:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.1<\/p>\n<\/td>\n

<\/td>\n\n

Account Owner<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Account Owner” means a Participant who has an Account balance, an Alternate
\nPayee who has an Account balance, or a beneficiary who has obtained an interest
\nin the Account(s) of the previous Account Owner because of the previous Account
\nOwner153s death.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.2<\/p>\n<\/td>\n

<\/td>\n\n

Accounts<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Accounts” means the various Participant accounts established pursuant to
\nsection 4.1.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.3<\/p>\n<\/td>\n

<\/td>\n\n

Affiliated Entity<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Affiliated Entity” means:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

For all purposes of the Plan except those listed in subsection (b), the term
\n“Affiliated Entity” means any legal entity that is treated as a single employer
\nwith Apache pursuant to Code \u00a7414(b), \u00a7414(c), \u00a7414(m), or \u00a7414(o).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

For purposes of determining Annual Additions under section 1.5, limiting
\nAnnual Additions to a Participant153s Account(s) under section 3.4, and construing
\nthe defined terms as they are used in sections 1.5 and 3.4 (such as ”
\nCompensation” and “Employee”), the term “Affiliated Entity” means any legal
\nentity that is treated as a single employer with Apache pursuant to Code \u00a7414(m)
\nor \u00a7414(o), and any legal entity that would be an Affiliated Entity pursuant to
\nCode \u00a7414(b) or \u00a7414(c) if the phrase “more than 50%” were substituted for the
\nphrase “at least 80%” each place it occurs in Code \u00a71563(a)(1).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n

1.4<\/p>\n<\/td>\n

<\/td>\n\n

Alternate Payee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Alternate Payee” means a Participant153s Spouse, former spouse, child, or
\nother dependent who is recognized by a QDRO as having a right to receive all, or
\na portion of, the benefits payable under this Plan with respect to such
\nParticipant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.5<\/p>\n<\/td>\n

<\/td>\n\n

Annual Addition<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Annual Addition” means the allocations to a Participant153s Account(s) for any
\nLimitation Year, as described in detail below.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Annual Additions shall include: (i) Company Contributions (except as provided
\nin paragraphs (b)(iii) and (b)(v)) to this Plan and Company contributions to any
\nother defined contribution plan maintained by the Company or any Affiliated
\nEntity, including Company Matching Contributions forfeited to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 1 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

satisfy the ACP test of section 3.6, (ii) after-tax contributions to any
\nother defined contribution plan maintained by the Company or an Affiliated
\nEntity; (iii) 401(k) Contributions to this Plan and similar contributions to any
\nother defined contribution plan maintained by the Company or an Affiliated
\nEntity, including any such contributions distributed to satisfy the ADP test of
\nsection 3.5; (iv) forfeitures allocated to a Participant153s Account(s) in this
\nPlan and any other defined contribution plan maintained by the Company or any
\nAffiliated Entity (except as provided in paragraphs (b)(iii) and (b)(v) below);
\n(v) all amounts paid or accrued to a welfare benefit fund as defined in Code
\n \u00a7419(e) and allocated to the separate account (under the welfare benefit fund)
\nof a Key Employee to provide post-retirement medical benefits; and (vi)
\ncontributions allocated on the Participant153s behalf to any individual medical
\naccount as defined in Code \u00a7415(l)(2).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Annual Additions shall not include: (i) Rollover Contributions to this Plan
\nor rollovers to any other defined contribution plan maintained by the Company or
\nan Affiliated Entity; (ii) repayments of loans made to a Participant from a
\nqualified plan maintained by the Company or any Affiliated Entity; (iii)
\nrepayments of forfeitures for rehired Participants, as described in Code
\n \u00a7411(a)(7)(B) and \u00a7411(a)(3)(D); (iv) direct transfers of employee contributions
\nfrom one qualified plan to any qualified defined contribution plan maintained by
\nthe Company or any Affiliated Entity; (v) repayments of forfeitures of missing
\nindividuals pursuant to section 13.12; or (vi) salary deferrals within the
\nmeaning of Code \u00a7414(u)(2)(C) or \u00a7414(v)(6)(B).<\/p>\n<\/td>\n<\/tr>\n

\n

1.6<\/p>\n<\/td>\n

<\/td>\n\n

Catch-Up Contributions<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Catch-Up Contributions” means those contributions made to the Plan by the
\nCompany, at the election of the Participant pursuant to subsection 3.2(b) that
\nmeet the requirements of Code \u00a7414(v).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.7<\/p>\n<\/td>\n

<\/td>\n\n

Code<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Code” means the Internal Revenue Code of 1986, as amended from time to time,
\nand the regulations and rulings in effect thereunder from time to time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.8<\/p>\n<\/td>\n

<\/td>\n\n

Committee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Committee” means the administrative committee provided for in section 8.4.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.9<\/p>\n<\/td>\n

<\/td>\n\n

Company<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Company” means Apache, any successor thereto, and any Affiliated Entity that
\nadopts the Plan pursuant to Article XI. Each Company is listed in Appendix A.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.10<\/p>\n<\/td>\n

<\/td>\n\n

Company Contributions<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Company Contributions” means all contributions to the Plan made by the
\nCompany pursuant to section 3.1 for the Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.11<\/p>\n<\/td>\n

<\/td>\n\n

Company Discretionary Contributions<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Company Discretionary Contributions” means all contributions to the Plan
\nmade by the Company pursuant to subsection 3.1(a) for the Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.12<\/p>\n<\/td>\n

<\/td>\n\n

Company Matching Contributions<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Company Matching Contributions” means all contributions to the Plan made by
\nthe Company pursuant to subsection 3.1(b) for the Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.13<\/p>\n<\/td>\n

<\/td>\n\n

Company Stock<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Company Stock” means shares of the $0.625 par value common stock of Apache.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.14<\/p>\n<\/td>\n

<\/td>\n\n

Compensation<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Compensation” means:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Compensation for Annual Additions<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Items Included<\/u>. For purposes of determining the limitation on Annual
\nAdditions under section 3.4, Compensation means those amounts reported as
\n“wages, tips, other compensation” on Form<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 2 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

W-2 by Apache or an Affiliated Entity elective contributions that would have
\nbeen reported as “wages, tips, other compensation” on Form W-2 by Apache or an
\nAffiliated Entity but for an election under Code \u00a7125(a), \u00a7132(f)(4),
\n \u00a7402(e)(3), \u00a7402(h)(1)(B), \u00a7402(k), or \u00a7457(b). The Plan shall ignore any rules
\nthat limit the remuneration included in “wages, tips, other compensation” based
\non the nature or location of the employment or the services performed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Timing Restrictions<\/u>. Compensation includes amounts that are paid or
\nmade available to the Participant during the Limitation Year. Compensation does
\nnot include amounts paid after a Participant153s termination of employment except
\nthat Compensation does include (A) amounts included in the final payment of his
\nregular compensation for services provided before his termination (including
\nregular pay, overtime, shift differential, commissions, bonuses, and similar
\npayments), but only if the amounts are paid during the Limitation Year in which
\nthe termination occurred or, if later, within 21<\/sup>\/2 months of his
\ntermination, (B) the cash-out of any paid time off that the former employee
\nwould have been able to use had his employment continued, but only if such
\namount is paid during the Limitation Year in which the termination occurs or, if
\nlater, within 21<\/sup>\/2 months of his termination, and (C) payments from
\nan unfunded nonqualified deferred compensation plan (1) that are includible in
\nthe Participant153s gross income (2) that are paid during the Limitation Year in
\nwhich the termination occurred or, if later, within 21<\/sup>\/2 months of
\nthe termination, and (3) that would have been paid on such date(s) if the
\nParticipant had continued in employment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Compensation for Top-Heavy Minimum Contributions and Identifying Highly
\nCompensated Employees and Key Employees<\/u>. For purposes of determining the
\nminimum contribution under section 11.4 when the Plan is top-heavy, and for
\nidentifying Highly Compensated Employees and Key Employees, Compensation means
\nthe amounts that would included as Compensation under subsection (a) if every
\noccurrence of the phrase “Limitation Year” were replaced by the phrase “Plan
\nYear.”<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Code \u00a7414(s) Compensation<\/u>. For purposes of the ADP and ACP tests under
\nsections 3.5 and 3.6, and for purposes of allocating QNECs under subsection
\n3.7(c) and QMACs under subsection 3.8(c), Compensation means any definition of
\ncompensation for a Plan Year, as selected by the Committee, that satisfies the
\nrequirements of Code \u00a7414(s) and the regulations promulgated thereunder. The
\ndefinition of Compensation used in one Plan Year may differ from the definition
\nused in another Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Benefit Compensation<\/u>. For purposes of determining and allocating
\nCompany Discretionary Contributions under subsection 3.1(a), Compensation
\ngenerally means regular compensation paid by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Inclusions<\/u>. Specifically, Compensation includes:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

Regular salary or wages,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Overtime pay,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

<\/td>\n\n

The regular annual bonus (unless all or a portion is excluded by the
\nCommittee before the regular annual bonus is paid) and any other bonus
\ndesignated by the Committee,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

<\/td>\n\n

Salary reductions pursuant to this Plan,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(E)<\/p>\n<\/td>\n

<\/td>\n\n

Salary reductions that are excludable from an Employee153s gross income
\npursuant to Code \u00a7125 or \u00a7132(f)(4), and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(F)<\/p>\n<\/td>\n

<\/td>\n\n

Amounts contributed as salary deferrals to the NQ Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Exclusions<\/u>. Compensation excludes:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

Commissions,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Severance pay,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

<\/td>\n\n

Moving expenses,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

<\/td>\n\n

Any gross-up of moving expenses to account for increased income or employment
\ntaxes,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 3 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(E)<\/p>\n<\/td>\n

<\/td>\n\n

Foreign service premiums paid as an inducement to work outside of the United
\nStates,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(F)<\/p>\n<\/td>\n

<\/td>\n\n

Credits or benefits under this Plan (except as provided in subparagraph
\n(i)(D)) and credits or benefits under the Apache Corporation Money Purchase
\nRetirement Plan,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(G)<\/p>\n<\/td>\n

<\/td>\n\n

Other contingent compensation,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(H)<\/p>\n<\/td>\n

<\/td>\n\n

Any amount relating to the granting of a stock option by the Company or an
\nAffiliated Entity, the exercise of such a stock option, or the sale or deemed
\nsale of any shares thereby acquired,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(I)<\/p>\n<\/td>\n

<\/td>\n\n

Contributions to any other fringe benefit plan (including, but not limited
\nto, overriding royalty payments or any other exploration-related payments),<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(J)<\/p>\n<\/td>\n

<\/td>\n\n

Any bonus other than a bonus described in subparagraph (i)(C), and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(K)<\/p>\n<\/td>\n

<\/td>\n\n

Except as provided under subparagraph (i)(F), any benefit accrued under, or
\nany payment from, any nonqualified plan of deferred compensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Timing Issues<\/u>. Compensation includes amounts that are paid to the
\nEmployee during that portion of a Plan Year while the Employee is a Covered
\nEmployee. Compensation does not include amounts paid after an Employee153s
\ntermination of employment, except that Compensation does include (A) amounts
\nincluded in the final payment of his regular compensation for services provided
\nbefore his termination (including regular pay, overtime, shift differential,
\ncommissions, bonuses, and similar payments), but only if the amounts are paid
\nduring the Plan Year in which the termination occurred or, if later, within
\n21<\/sup>\/2 months of his termination and (B) any cash-out of accrued
\nvacation time that the former employee would have been able to use had he
\ncontinued in employment that is paid to him during the Plan Year in which the
\ntermination occurred or, if later, within 21<\/sup>\/2 months of his
\ntermination.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Deferral Compensation<\/u>. For purposes of determining Participant
\nContributions under section 3.2 and for purposes of determining and allocating
\nCompany Matching Contributions under subsection 3.1(b), Compensation means
\nCompensation as defined in subsection (d), but only including amounts paid after
\nthe Employee has satisfied the eligibility requirements of subsection 2.1(a).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Limit on Compensation<\/u>. For all purposes of subsection (a), for
\npurposes of calculating the minimum contribution required in top-heavy years
\nunder subsection (b), for all purposes of subsections (c) and (d), and for
\npurposes of determining the allocation of Company Matching Contributions under
\nsubsection (e), the Compensation taken into account for the Limitation Year or
\nPlan Year shall not exceed the dollar limit specified in Code \u00a7401(a)(17) in
\neffect for the Limitation Year or Plan Year.<\/p>\n<\/td>\n<\/tr>\n

\n

1.15<\/p>\n<\/td>\n

<\/td>\n\n

Covered Employee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Covered Employee” means any Employee of the Company, with the following
\nexceptions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Any individual directly employed by an entity other than the Company shall
\nnot be a Covered Employee, even if such individual is considered a common-law
\nemployee of the Company or is treated as an employee of the Company pursuant to
\nCode \u00a7414(n).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

An Employee shall not be a Covered Employee unless he is either based in the
\nU.S. or on the U.S. payroll. An individual is not an Eligible Employee even if
\nhe is on the U.S. payroll if (i) he is neither a U.S. citizen nor U.S. resident,
\nand (ii) he performs no services for Apache or any Affiliated Entity in the U.S.
\n(in other words, third country nationals are not Eligible Employees).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

An Employee included in a unit of Employees covered by a collective
\nbargaining agreement shall not be a Covered Employee unless the collective
\nbargaining agreement specifically provides for such Employee153s participation in
\nthe Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

An Employee whose job is classified as “temporary” shall be a Covered
\nEmployee only after he has worked for the Company and Affiliated Entities for
\nsix consecutive months.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

An Employee shall not be a Covered Employee while he is classified as an
\n“intern,” a “consultant,” or an “independent contractor.” An Employee may be
\nclassified as an “intern” only if he is currently enrolled (or the Company
\nexpects him to be enrolled within the next 12 months) in a high school,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 4 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

college, or university. An Employee may be classified as an intern even if he
\ndoes not receive academic course credit from his school for this employment with
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

An individual who is employed pursuant to a written agreement with an agency
\nor other third party for a specific job assignment or project shall not be a
\nCovered Employee.<\/p>\n<\/td>\n<\/tr>\n

\n

1.16<\/p>\n<\/td>\n

<\/td>\n\n

Disability<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Disability” means a physical or mental condition that qualifies the Employee
\nfor long-term disability payments under Apache153s Long-Term Disability Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.17<\/p>\n<\/td>\n

<\/td>\n\n

Domestic Relations Order<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Domestic Relations Order” means any judgment, decree, or order (including
\napproval of a property settlement agreement) issued by a court of competent
\njurisdiction that relates to the provisions of child support, alimony or
\nmaintenance payments, or marital property rights to a Participant153s Spouse,
\nformer spouse, child, or other dependent and is made pursuant to a state
\ndomestic relations law (including a community property law).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.18<\/p>\n<\/td>\n

<\/td>\n\n

Employee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Employee” means each individual who performs services for the Company or an
\nAffiliated Entity and whose wages are subject to withholding by the Company or
\nan Affiliated Entity. The term “Employee” includes only individuals currently
\nperforming services for the Company or an Affiliated Entity, and excludes former
\nEmployees who are still being paid by the Company or an Affiliated Entity
\n(whether through the payroll system, through overriding royalty payments,
\nthrough exploration-related payments, severance, or otherwise). The term
\n“Employee” also includes any individual who provides services to the Company or
\nan Affiliated Entity pursuant to an agreement between the Company or an
\nAffiliated Entity and a third party that employs the individual, but only if the
\nindividual has performed such services for the Company or an Affiliated Entity
\non a substantially full-time basis for at least one year and only if the
\nservices are performed under the primary direction or control by the Company or
\nan Affiliated Entity; provided, however, that if the individuals included as
\nEmployees pursuant to the first part of this sentence constitute 20% or less of
\nthe Non-Highly Compensated Employees of the Company and Affiliated Entities,
\nthen any such individuals who are covered by a qualified plan that is a money
\npurchase pension plan that provides a nonintegrated employer contribution rate
\nfor each participant of at least 10% of compensation, that provides for full and
\nimmediate vesting, and that provides immediate participation for each employee
\nof the third party (other than those who perform substantially all of their
\nservices for the third party and other than those whose compensation from the
\nthird party during each of the four preceding plan years was less than $1000)
\nshall not be considered an Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.19<\/p>\n<\/td>\n

<\/td>\n\n

ERISA<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“ERISA” means the Employee Retirement Income Security Act of 1974, as
\namended, and the regulations and rulings in effect thereunder from time to time.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.20<\/p>\n<\/td>\n

<\/td>\n\n

Five-Percent Owner<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Five-Percent Owner” means:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

With respect to a corporation, any individual who owns (either directly or
\nindirectly according to the rules of Code \u00a7318) more than 5% of the value of the
\noutstanding stock of the corporation or stock processing more than 5% of the
\ntotal combined voting power of all stock of the corporation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

With respect to a non-corporate entity, any individual who owns (either
\ndirectly or indirectly according to rules similar to those of Code \u00a7318) more
\nthan 5% of the capital or profits interest in the entity.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

An individual shall be a Five-Percent Owner for a particular year if such
\nindividual is a Five-Percent Owner at any time during such year.<\/p>\n<\/td>\n<\/tr>\n

\n

1.21<\/p>\n<\/td>\n

<\/td>\n\n

401(k) Contributions<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“401(k) Contributions” means those contributions made to the Plan by the
\nCompany, at the election of the Participant pursuant to subsection 3.2(a), that
\nare excludable from the Participant153s gross income under Code \u00a7401(k) and
\n \u00a7402(e)(3).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 5 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.22<\/p>\n<\/td>\n

<\/td>\n\n

Highly Compensated Employee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Highly Compensated Employee” means, for each Plan Year, an Employee who (a)
\nwas in the “top-paid group” during the immediately preceding Plan Year and had
\nCompensation of $80,000 (as adjusted by the Secretary of the Treasury) or more
\nduring the immediately preceding Plan Year, or (b) is a Five-Percent Owner
\nduring the current Plan Year, or (c) was a Five-Percent Owner during the
\nimmediately preceding Plan Year. The term “top-paid group” means the top 20% of
\nEmployees when ranked on the basis of Compensation paid during the year. In
\ndetermining the number of Employees in the top-paid group, the Committee may
\nelect to exclude Employees with less than six (or some smaller number of) months
\nof service at the end of the year, Employees who normally work less than
\n171<\/sup>\/2 (or some fewer number of) hours per week, Employees who
\nnormally work less than six (or some fewer number of) months during any year,
\nEmployees younger than 21 (or some younger age) on the last day of the year, and
\nEmployees who are nonresident aliens who receive no earned income (within the
\nmeaning of Code \u00a7911(d)(2)) from Apache or an Affiliated Entity that constitutes
\nincome from sources within the United States (within the meaning of Code
\n \u00a7861(a)(3)). Furthermore, an Employee who is a nonresident alien who receives no
\nearned income (within the meaning of Code \u00a7911(d)(2)) from Apache or an
\nAffiliated Entity that constitutes income from sources within the United States
\n(within the meaning of Code \u00a7861(a)(3)) during the year shall not be in the
\ntop-paid group for that year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.23<\/p>\n<\/td>\n

<\/td>\n\n

Key Employee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Key Employee” means an individual described in Code \u00a7416(i)(1) and the
\nregulations promulgated thereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.24<\/p>\n<\/td>\n

<\/td>\n\n

Lapse in Apache Employment<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Lapse in Apache Employment” means a Lapse in Apache Employment as defined in
\nsubsection 5.3(c).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.25<\/p>\n<\/td>\n

<\/td>\n\n

Limitation Year<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Limitation Year” means the calendar year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.26<\/p>\n<\/td>\n

<\/td>\n\n

Non-Highly Compensated Employee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Non-Highly Compensated Employee” means an Employee who is not a Highly
\nCompensated Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.27<\/p>\n<\/td>\n

<\/td>\n\n

Non-Key Employee<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Non-Key Employee” means an Employee who is not a Key Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.28<\/p>\n<\/td>\n

<\/td>\n\n

Normal Retirement Age<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Normal Retirement Age” means age 65.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.29<\/p>\n<\/td>\n

<\/td>\n\n

NQ Plan<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“NQ Plan” means the Non-Qualified Retirement\/Savings Plan of Apache
\nCorporation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.30<\/p>\n<\/td>\n

<\/td>\n\n

Participant<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Participant” means any individual with an account balance under the Plan
\nexcept beneficiaries and Alternate Payees. The term “Participant” shall also
\ninclude any Covered Employee who has satisfied the eligibility requirements of
\nsection 2.1, but who does not yet have an account balance.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.31<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Participant Contributions” means 401(k) Contributions and Catch-Up
\nContributions.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.32<\/p>\n<\/td>\n

<\/td>\n\n

Period of Service<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Period of Service” means a Period of Service as defined in subsection
\n5.3(a).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.33<\/p>\n<\/td>\n

<\/td>\n\n

Plan Year<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Plan Year” means the 12-month period on which the records of the Plan are
\nkept, which shall be the calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 6 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.34<\/p>\n<\/td>\n

<\/td>\n\n

QDRO<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“QDRO,” which is an acronym for qualified domestic relations order, means a
\nDomestic Relations Order that creates or recognizes the existence of an
\nAlternate Payee153s right to, or assigns to an Alternate Payee the right to,
\nreceive all or a portion of the benefits payable with respect to a Participant
\nunder the Plan and with respect to which the requirements of Code \u00a7414(p) and
\nERISA \u00a7206(d)(3) are met.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.35<\/p>\n<\/td>\n

<\/td>\n\n

QMAC<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“QMAC,” which is an acronym for qualified matching contribution, means any
\ncontribution to the Plan made by the Company that the Company designates as a
\nQMAC, or any portion of the forfeitures designated as a QMAC under subsection
\n5.4(d). A QMAC must satisfy the requirements of section 3.8.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.36<\/p>\n<\/td>\n

<\/td>\n\n

QNECs<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“QNEC,” which is an acronym for qualified non-elective contribution, means
\nany contribution to the Plan made by the Company that the Company designates as
\na QNEC, or any portion of the forfeitures designated as a QNEC under subsection
\n5.4(d). A QNEC must satisfy the requirements of section 3.7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.37<\/p>\n<\/td>\n

<\/td>\n\n

Required Beginning Date<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Required Beginning Date” means:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Excepted as provided in subsections (b), (c), and (d), Required Beginning
\nDate means April 1 of the calendar year following the later of (i) the calendar
\nyear in which the Participant attains age 701<\/sup>\/2, or (ii) the calendar
\nyear in which the Participant terminates employment with Apache and all
\nAffiliated Entities.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

For a Participant who is both an Employee and a Five-Percent Owner of Apache
\nor an Affiliated Entity, the term “Required Beginning Date” means April 1 of the
\ncalendar year following the calendar year in which the Five-Percent Owner
\nattains age 701<\/sup>\/2. If an Employee older than 701<\/sup>\/2 becomes
\na Five-Percent Owner, his Required Beginning Date shall be April 1 of the
\ncalendar year following the calendar year in which he becomes a Five-Percent
\nOwner.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Before January 1, 1997, an Employee who was not a Five-Percent Owner may have
\nhad a Required Beginning Date. Beginning January 1, 1997, such an Employee shall
\nbe treated as if he has not yet had a Required Beginning Date, with the result
\nthat his minimum required distributions under subsection 6.6(c) will be zero
\nuntil his new Required Beginning Date. His new Required Beginning Date shall be
\ndetermined pursuant to subsections (a) and (b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

If a Participant is rehired after his Required Beginning Date, and he is not
\na Five-Percent Owner, he shall be treated upon rehire as if he has not yet had a
\nRequired Beginning Date, with the result that his minimum required distributions
\nunder subsection 6.6(c) will be zero until his new Required Beginning Date. His
\nnew Required Beginning Date shall be determined pursuant to subsection (a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.38<\/p>\n<\/td>\n

<\/td>\n\n

Rollover Contribution<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Rollover Contribution” means any contribution that is rolled over to this
\nPlan pursuant to subsection 3.2(d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.39<\/p>\n<\/td>\n

<\/td>\n\n

Spouse<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Spouse” means the individual of the opposite sex to whom a Participant is
\nlawfully married according to the laws of the state of the Participant153s
\ndomicile.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.40<\/p>\n<\/td>\n

<\/td>\n\n

Termination of Employment<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Termination of Employment” means a severance from employment within the
\nmeaning of Code \u00a7401(k)(2)(b)(i)(I), and which therefore generally means the
\ndate a Participant ceases to be an Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.41<\/p>\n<\/td>\n

<\/td>\n\n

Termination From Service Date<\/u><\/p>\n

“Termination From Service Date” means the Termination From Service Date
\ndefined in subsection 5.3(b).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 7 of 48<\/p>\n

\n

\n\n\n\n\n\n
\n

1.42<\/p>\n<\/td>\n

<\/td>\n\n

Valuation Date<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Valuation Date” means the last day of each Plan Year and any other dates as
\nspecified in section 4.2 as of which the assets of the Trust Fund are valued at
\nfair market value and as of which the increase or decrease in the net worth of
\nthe Trust Fund is allocated among the Participants153 Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE II
\nParticipation<\/strong><\/p>\n

\n\n\n\n\n\n\n
\n

2.1<\/p>\n<\/td>\n

<\/td>\n\n

Participation : Required Service.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions<\/u>. A Covered Employee shall be eligible to
\nbegin making Participant Contributions and receiving an allocation of Company
\nMatching Contributions as of the first day of the first pay period of the month
\nthat begins after the day the Employee becomes a Covered Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Company Discretionary Contributions<\/u>. Each Covered Employee shall be
\neligible to participate in the Plan with respect to the Company Discretionary
\nContribution provided by subsection 3.1(a) on the day the Employee first becomes
\na Covered Employee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

2.2<\/p>\n<\/td>\n

<\/td>\n\n

Enrollment Procedure.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Notwithstanding section 2.1, a Covered Employee shall not be eligible to
\nparticipate in the Plan until after completing the enrollment procedures
\nspecified by the Committee. Such enrollment procedures may, for example, require
\nthe Covered Employee to complete and sign an enrollment form or to complete a
\nvoice-response telephone enrollment or an online enrollment. The Covered
\nEmployee shall provide all information requested by the Committee, such as the
\ninitial investment direction, the address and date of birth of the Employee, and
\nthe initial rate of the Participant Contributions. An election to make
\nParticipant Contributions shall not be effective until after the Covered
\nEmployee has properly completed the enrollment procedures. The Committee may
\nrequire that the enrollment procedure be completed a certain number of days
\nprior to the date that a Covered Employee actually begins to participate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE III
\nContributions<\/strong><\/p>\n

\n

The only contributions that can be made to the Plan are Company Contributions
\npursuant to section 3.1, Plan expenses that are paid by the Company or Account
\nOwner, Participant Contributions and Rollover Contributions pursuant to section
\n3.2,, and loan repayments pursuant to Article VII.<\/p>\n<\/p>\n\n\n\n\n\n\n
\n

3.1<\/p>\n<\/td>\n

<\/td>\n\n

Company Contributions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Company Discretionary Contributions<\/u>. For each Plan Year, the Company
\nshall contribute to the Trust Fund such amount of Company Discretionary
\nContributions that the Company, in its sole discretion, determines to
\ncontribute. The Company may elect to treat any available forfeitures as Company
\nDiscretionary Contributions, pursuant to subsection 5.4(d). Company
\nDiscretionary Contributions shall be allocated to each “eligible Participant” in
\nproportion to the eligible Participant153s Compensation. For purposes of this
\nsubsection, an “eligible Participant” is a Participant who was a Covered
\nEmployee on one or more days during the Plan Year and who was employed by the
\nCompany or an Affiliated Entity on the last business day of the Plan Year.
\nCompany Discretionary Contributions shall be allocated to Company Contributions
\nAccounts, except for those Company Discretionary Contributions that are
\ndesignated as QNECs pursuant to subsection 3.7(b), which shall be allocated to
\nParticipant Contributions Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Company Matching Contributions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Standard Match<\/u>. As of the last day of the Plan Year, the Committee
\nshall make the final allocation of Company Matching Contributions (including
\nsuch forfeitures occurring during the Plan Year that are treated as Company
\nMatching Contributions pursuant to subsection 5.4(d)) to each Participant who
\nmade Participant Contributions during the Plan Year as follows. Each
\nParticipant153s allocation shall be equal to his Participant Contributions for the
\nPlan Year, up to a maximum allocation of 6% of his Compensation. The Committee
\nmay make interim allocations<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 8 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

of Company Matching Contributions during the Plan Year, reflecting the
\nallocation earned thus far in the Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Additional Match<\/u>. If the nondiscrimination tests described in sections
\n3.5 and 3.6 are not satisfied for a Plan Year, the Company may elect to
\ncontribute an additional amount, or it may elect to use any forfeitures
\noccurring during the Plan Year, as an extra Company Matching Contribution for
\nthe Plan Year. The extra Company Matching Contribution may be designated as a
\nQMAC pursuant to section 3.8. The extra Company Matching Contribution shall be
\nallocated to all “eligible Participants” in proportion to the Company Matching
\nContribution allocated to such eligible Participants during the Plan Year under
\nparagraph (i). For purposes of this paragraph only, an “eligible Participant” is
\nany Non-Highly Compensated Employee who is a Covered Employee on the last day of
\nthe Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Coordination With Code \u00a7401(a)(17)<\/u>. Company Matching Contributions in
\na Plan Year shall accrue only on Participant Contributions up to 6% of the Code
\n \u00a7401(a)(17) limit for that Plan Year. Any Company Matching Contributions
\nallocated during the Plan Year in which they were accrued shall be allocated on
\na temporary basis only; the allocation shall become final after the Committee
\nverifies that the allocation complies with the terms of the Plan, including the
\nlimits of Code \u00a7401(a)(17). Any reduction in the allocation to comply with Code
\n \u00a7401(a)(17), adjusted to reflect investment experience, shall be used as
\nspecified in subsection 5.4(d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Accounts<\/u>. Company Matching Contributions shall be allocated to Company
\nContributions Accounts, except for those Company Matching Contributions that are
\ndesignated as QMACs under section 3.8, which shall be allocated to Participant
\nContributions Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Miscellaneous Contributions<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Forfeiture Restoration<\/u>. The Company may make additional contributions
\nto the Plan to restore amounts forfeited from the Company Contributions Accounts
\nof certain rehired Participants, pursuant to section 5.4. This additional
\ncontribution shall be required only when the available forfeitures are
\ninsufficient to restore such forfeited amounts, as described in subsection
\n5.4(d). This contribution shall be allocated to the Participant153s Company
\nContributions Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Top Heavy Contribution<\/u>. The Company may make additional contributions
\nto the Plan to satisfy the minimum contribution required by section 12.4. The
\nCompany may elect to use any available forfeitures for this purpose, pursuant to
\nsubsection 5.4(d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Missing Individuals<\/u>. The Company may make additional contributions to
\nthe Plan to restore the forfeited benefit of any missing individual, pursuant to
\nsection 13.12. This additional contribution shall be required only when the
\navailable forfeitures are insufficient to restore such forfeited amounts, as
\ndescribed in subsection 5.4(d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Non-Discrimination Testing<\/u>. The Company may make QNECs to the Plan to
\nenable the Plan to satisfy the ADP and ACP tests of sections 3.5 and 3.6. The
\nCompany may elect to treat any available forfeitures as QNECs, pursuant to
\nsubsection 5.4(d). QNECs shall be allocated to Participant Contribution
\nAccounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Returning Servicemen<\/u>. The Company may make additional contributions to
\nthe Plan to provide make-up contributions for returning servicemen, pursuant to
\nsection 15.4.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Contributions Contingent on Deductibility<\/u>. The Company Contributions
\nfor a Plan Year (excluding forfeitures and contributions pursuant to paragraph
\n3.1(c)(v) shall not exceed the amount allowable as a deduction for Apache153s
\ntaxable year ending with or within the Plan Year pursuant to Code \u00a7404. The
\namount allowable as a deduction under Code \u00a7404 shall include carry forwards of
\nunused deductions for prior years. If the Code \u00a7404 deduction limit would be
\nexceeded for any Plan Year, the Plan contributions shall be reduced, in the
\nfollowing order, until the Plan contributions equal the Code \u00a7404 deduction
\nlimit: first, the Company Matching Contributions for those Highly Compensated
\nEmployees who are eligible to participate in the NQ Plan; second, all but $1 of
\nthe Company Discretionary Contributions for those Highly Compensated Employees
\nwho are eligible to participate in the NQ Plan; third, any remaining Company
\nMatching Contribution; fourth, any remaining Company Discretionary
\nContributions. Company Contributions other than QNECs, QMACs, and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 9 of 48<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

contributions pursuant to paragraph 3.1(c)(v) shall be paid to the Trustee no
\nlater than the due date (including any extensions) for filing the Company153s
\nfederal income tax return for such year; QNECs and QMACs shall be paid to the
\nTrustee no later than 12 months after the close of the Plan Year; and
\ncontributions subject to paragraph 3.1(c)(v) shall be paid to the Trustee as
\nspecified in section 15.4. Company Contributions may be made without regard to
\ncurrent or accumulated earnings and profits; nevertheless, this Plan is intended
\nto qualify as a “profit sharing plan” as defined in Code \u00a7401(a). The Company
\nmay pay any contribution in the form of Company Stock or cash, as the Company
\ndetermines.<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

401(k) Contributions<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

General Rules<\/u>. A Participant may elect to defer the receipt of a
\nportion of his Compensation during the Plan Year and contribute such amounts to
\nthe Plan as 401(k) Contributions. The Committee shall determine the maximum
\n401(k) Contributions that a Participant may make and shall establish other
\nadministrative rules governing the 401(k) Contributions; for example, the
\nCommittee may require 401(k) Contributions to be made in whole percentages of
\nCompensation, the Committee may allow different contribution percentages from
\nbonuses than are allowed from regular pay, and the Committee may limit 401(k)
\nContributions (for the year or for the pay period or for a bonus) to a
\npercentage of Compensation (for the year or for the pay period or for the
\nbonus). The Company shall pay the amount deducted from the Participant153s
\nCompensation to the Trustee promptly after the deduction is made. 401(k)
\nContributions shall be allocated to Participant Contributions Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Limitations on 401(k) Contributions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

Limit for Apache Plans<\/u>. The sum of 401(k) Contributions to this Plan
\nand elective deferrals (as defined in Code \u00a7402(g)(3)) to any other plan
\nmaintained by the Company or an Affiliated Entity shall not exceed the dollar
\nlimit in effect under Code \u00a7402(g)(1)(B) in any calendar year. The Company shall
\ninform the Committee if such limit has been exceeded, and the excess amount
\nallocated to this Plan. The excess amount allocated to this Plan shall be
\nreduced by any 401(k) Contributions returned pursuant to any other provision of
\nthis Article. Any remaining excess amount shall be recharacterized as a Catch-Up
\nContribution to the extent possible, and any remaining excess amount shall be
\nreturned to the Participant as soon as administratively possible, and in no
\nevent later than April 15 of the calendar year after the calendar year in which
\nthe excess occurred. Company Matching Contributions attributable to amounts
\nreturned under this subparagraph shall be forfeited. Unmatched 401(k)
\nContributions shall be returned first. The amount returned, recharacterized, or
\nforfeited shall be adjusted to reflect the net increase or decrease in the net
\nvalue of the Participant153s Account attributable thereto. The Committee may use
\nany reasonable method to allocate this adjustment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Limit<\/u>. If the sum of the 401(k) Contributions to this Plan
\nand elective deferrals (as defined in Code \u00a7402(g)(3)) to any other plan exceed
\nthe dollar limit in effect under Code \u00a7402(g)(1)(B) in a calendar year, and the
\nParticipant is an Employee on the last day of the Plan Year and informs the
\nCommittee of the amount of the excess allocated to this Plan, then that amount
\nwill be reduced by any 401(k) Contributions for that calendar year that were
\nreturned pursuant to any other provision in this Article. Any remaining excess
\namount shall be recharacterized as a Catch-Up Contribution to the extent
\npossible, and any remaining excess amount shall be returned to the Participant
\nas soon as administratively possible, and in no event later than April 15 of the
\ncalendar year after the calendar year in which the excess occurred. Company
\nMatching Contributions attributable to amounts returned under this subparagraph
\nshall be forfeited. Unmatched 401(k) Contributions shall be returned first. The
\namount returned, recharacterized, or forfeited shall be adjusted to reflect the
\nnet increase or decrease in the net value of the Participant153s Account
\nattributable thereto. The Committee may use any reasonable method to allocate
\nthis adjustment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 10 of 48<\/p>\n

\n

\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Catch-Up Contributions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

General Rules<\/u>. A Participant whose 49th birthday occurred before the
\nfirst day of the Plan Year may elect to defer the receipt of a portion of his
\nCompensation during the Plan Year and contribute such amounts to the Plan as
\nCatch-Up Contributions. The Company shall pay the amount deducted from the
\nParticipant153s Compensation to the Trustee promptly after the deduction is made.
\nThe Committee shall determine after the end of each calendar year which
\nParticipant Contributions were Catch-Up Contributions and which were 401(k)
\nContributions. See sections 3.5 and 3.6 for instances in which Participant
\nContributions that would normally be characterized as 401(k) Contributions are
\nin fact characterized as Catch-Up Contributions. Catch-Up Contributions shall be
\nallocated to Participant Contributions Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Limitations on Catch-Up Contributions<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

Limit for Apache Plans<\/u>. The sum of Catch-Up Contributions to this Plan
\nand similar deferrals under Code \u00a7414(v) to any other plan maintained by the
\nCompany or an Affiliated Entity shall not exceed the dollar limit in effect
\nunder Code \u00a7414(v)(2)(B)(i) in any calendar year. The Company shall inform the
\nCommittee if such limit has been exceeded, and the excess amount allocated to
\nthis Plan. The excess amount allocated to this Plan shall be reduced by any
\namounts returned pursuant to any other provision of this Article. Any remaining
\nexcess amount shall be returned to the Participant as soon as administratively
\npossible, and in no event later than April 15 of the calendar year after the
\ncalendar year in which the excess occurred. Company Matching Contributions
\nattributable to amounts returned under this subparagraph shall be forfeited.
\nUnmatched Catch-Up Contributions shall be returned first. The amount returned or
\nforfeited shall be adjusted to reflect the net increase or decrease in the net
\nvalue of the Participant153s Account attributable thereto. The Committee may use
\nany reasonable method to allocate this adjustment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Limit<\/u>. If the sum of the Catch-Up Contributions to this
\nPlan and similar deferrals under Code \u00a7414(v) to any other plan exceed the
\ndollar limit in effect under Code \u00a7414(v)(2)(B)(i) in a calendar year, and the
\nParticipant is an Employee on the last day of the Plan Year and informs the
\nCommittee of the amount of the excess allocated to this Plan, then that amount
\nwill be reduced by any Catch-Up Contributions for that calendar year that were
\nreturned pursuant to any other provision in this Article and any remaining
\nexcess amount shall be returned to the Participant as soon as administratively
\npossible, and in no event later than April 15 of the calendar year after the
\ncalendar year in which the excess occurred. Company Matching Contributions
\nattributable to amounts returned under this subparagraph shall be forfeited.
\nUnmatched Catch-Up Contributions shall be returned first. The amount returned or
\nforfeited shall be adjusted to reflect the net increase or decrease in the net
\nvalue of the Participant153s Account attributable thereto. The Committee may use
\nany reasonable method to allocate this adjustment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Procedures<\/u>. Participant Contributions shall be made according to rules
\nprescribed by the Committee that are consistent with the rules in this
\nsubsection.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Authorization. An individual who has become, or who is expected to shortly
\nbecome, a Covered Employee may make an affirmative election to make have amounts
\nwithheld from his Compensation and to have such Participant Contributions
\ncontributed to this Plan; such Participant Contributions shall begin as soon as
\nadministratively practicable after the Participant has satisfied the waiting
\nperiod described in subsection 2.1(a). In addition, an individual who becomes a
\nCovered Employee shall be automatically enrolled in the Plan, and will make
\nParticipant Contributions at 6% of his Compensation, unless he affirmatively
\nelects otherwise; the Participant shall be provided with a reasonable
\nopportunity of at least 30 days to select a different rate of Participant
\nContribution; the Participant shall be notified in a sufficiently accurate and
\ncomprehensive manner that apprises the Participant of his rights and
\nobligations, written in a manner calculated to be understood by the Participant,
\nthat explains his right to elect a contribution percentage rate that is not 6%
\nof Compensation (and that may be 0%), that explains when such automatic
\ncontributions will begin (unless he makes an affirmative election<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 11 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

otherwise), and that explains how such automatic Participant Contributions
\nand the associated match will be invested. Any authorization or deemed
\nauthorization may apply only to Compensation that is not then currently
\navailable to the Participant. Such authorization or deemed authorization shall
\nremain in effect until revoked or changed by the Participant. If an Employee
\nmakes a hardship withdrawal from his Participant Contributions Account under
\nsection 6.5, his contribution rate shall be immediately reduced to 0%, and shall
\nremain at 0% for at least 6 months. To be effective, any authorization, change
\nof authorization, or notice of revocation must be filed with the Committee
\naccording to such restrictions and requirements as the Committee prescribes. The
\nCommittee shall establish procedures from time to time for Participants to
\nchange their contribution elections, which procedures shall be communicated to
\nParticipants. The Committee may establish different procedures for Participant
\nContributions from different types of Compensation, such as bonuses. A
\nParticipant who also participates in the NQ Plan may make a combined
\ncontribution election that applies to both this Plan and the NQ Plan; once made,
\nsuch combined elections are irrevocable for the periods and the compensation
\ndescribed in the elections.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Catch-Up Contributions<\/u>. The Committee153s procedures for Catch-Up
\nContributions shall allow all Participants who can make Catch-Up Contributions
\nthe effective opportunity to make the same dollar amount of Catch-Up
\nContributions for the calendar year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Inadequate Paycheck<\/u>. If the amounts withheld from a Participant153s
\npaycheck (including, without limitation, loan repayments, Participant
\nContributions, taxes, contributions to the NQ Plan, and premium payments for
\nvarious benefits) are greater than the paycheck, the Committee shall establish
\nthe order in which the deductions shall be applied, with the result that 401(k)
\nContributions or Catch-Up Contributions may be reduced below what the
\nParticipant had elected. The Committee153s procedures may also automatically
\nincrease a Participant153s 401(k) Contributions or Catch-Up Contributions in
\nsubsequent pay periods to make up for any missed contributions.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Rollovers<\/u>. The Plan may accept any rollover from or on behalf of a
\nCovered Employee, subject to the following rules. The Committee shall decide
\nfrom time to time which types of rollovers the Plan will accept, and the
\nconditions under which the Plan will accept them. A rollover may be comprised of
\na direct transfer of an eligible rollover distribution from a qualified plan
\ndescribed in Code \u00a7401(a) (excluding after-tax contributions), a qualified
\nannuity plan described in Code \u00a7403(a) (excluding after-tax contributions), an
\nannuity contract described in Code \u00a7403(b) (excluding after-tax contributions),
\nor an eligible plan under Code \u00a7457(b) that is maintained by an eligible
\nemployer described in Code \u00a7457(e)(1)(A) (which generally includes state or
\nlocal governments). A rollover may also be comprised of the portion of a
\ndistribution from an individual retirement account or annuity described in Code
\n \u00a7408(a) or \u00a7408(b) that is eligible to be rolled over and that would otherwise
\nbe included in the Covered Employee153s gross income. If the Plan accepts a
\ncontribution and subsequently determines that the contribution did not satisfy
\nthe conditions for the Plan to accept it, the Plan shall distribute such
\ncontribution, as well as the net increase or decrease in the net value of the
\nTrust Fund attributable to the contribution, to the Covered Employee as soon as
\nadministratively practicable. All rollovers accepted under this subsection shall
\nbe allocated to Rollover Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
\n

3.3<\/p>\n<\/td>\n

<\/td>\n\n

Return of Contributions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Mistake of Fact<\/u>. Upon the request of the Company, the Trustee shall
\nreturn to the Company, any Company Contribution made under a mistake of fact.
\nThe amount that shall be returned shall not exceed the excess of the amount
\ncontributed (reduced to reflect any decrease in the net worth of the appropriate
\nAccounts attributable thereto) over the amount that would have been contributed
\nwithout the mistake of fact. Appropriate reductions shall be made in the
\nAccounts of Participants to reflect the return of any contributions previously
\ncredited to such Accounts. If the Company so requests, any contribution made
\nunder a mistake of fact shall be returned to the Company within one year after
\nthe date of payment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Non-Deductible Contributions<\/u>. Upon the request of the Company, the
\nTrustee shall return to the Company, any Company Contribution or 401(k)
\nContribution that is not deductible under Code \u00a7404. The Company shall pay any
\nreturned 401(k) Contribution to the appropriate Participant or the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 12 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

Company153s NQ Plan, as appropriate, as soon as administratively practicable,
\nsubject to any withholding. All contributions under the Plan are expressly
\nconditioned upon their deductibility for federal income tax purposes. The amount
\nthat shall be returned shall be the excess of the amount contributed (reduced to
\nreflect any decrease in the net worth of the appropriate Accounts attributable
\nthereto) over the amount that would have been contributed if there had not been
\na mistake in determining the deduction. Appropriate reductions shall be made in
\nthe Accounts of Participants to reflect the return of any contributions
\npreviously credited to such Accounts. Any contribution conditioned on its
\ndeductibility shall be returned within one year after it is disallowed as a
\ndeduction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Correction<\/u>. A contribution shall be returned under this
\nsection only to the extent that its return will not reduce the
\nAccount(s) of a Participant to an amount less than the balance that would have
\nbeen credited to the Participant153s Account(s) had the contribution not been
\nmade.<\/p>\n<\/td>\n<\/tr>\n

\n

3.4<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Annual Additions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Annual Additions to a Participant153s Account(s) in this Plan and to his
\naccounts in any other defined contribution plans maintained by the Company or an
\nAffiliated Entity for any Limitation Year shall not exceed in the aggregate the
\nlesser of (a) $40,000 (as adjusted for inflation pursuant to Code \u00a7415(d)), or
\n(b) 100% of the Participant153s Compensation. The limit in clause (b) shall not
\napply to any contribution for medical benefits (within the meaning of Code
\n \u00a7419A(f)(2)) after separation from service that is treated as an Annual
\nAddition.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.5<\/p>\n<\/td>\n

<\/td>\n\n

Contribution Limits for Highly Compensated Employees (ADP Test).<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Limits on Contributions<\/u>. Notwithstanding any provision in this Plan to
\nthe contrary, the actual deferral percentage (“ADP”) test of Code \u00a7401(k)(3)
\nshall be satisfied. Code \u00a7401(k) and the regulations issued thereunder are
\nhereby incorporated by reference to the extent permitted by such regulations. In
\nperforming the ADP test for a Plan Year, the Plan will use that Plan Year153s data
\nfor the Non-Highly Compensated Employees.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Permissible Variations of the ADP Test<\/u>. To the extent permitted by the
\nregulations under Code \u00a7401(m) and \u00a7401(k), 401(k) Contributions, QMACs, and
\nQNECs may be used to satisfy the ACP test of section 3.6 if they are not used to
\nsatisfy the ADP test. The Committee may elect to exclude from the ADP test those
\nNon-Highly Compensated Employees who, at the end of the Plan Year, had not
\nattained age 21 and\/or whose Period of Service was less than one year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Advanced Limitation on 401(k) Contributions or Company Matching
\nContributions<\/u>. The Committee may limit the 401(k) Contributions of any
\nHighly Compensated Employee (or any Employee expected to be a Highly Compensated
\nEmployee) at any time during the Plan Year, with the result that his share of
\nCompany Matching Contributions may be limited. This limitation may be made, if
\npracticable, whenever the Committee believes that the limits of this section or
\nsections 3.4 or 3.6 will not be satisfied for the Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Corrections to Satisfy Test<\/u>. If the ADP test is not satisfied for the
\nPlan Year, the Committee shall decide which one or more of the following methods
\nshall be employed to satisfy the ADP test. All corrections shall be accomplished
\nif possible before March 15 of the following Plan Year, and in no event later
\nthan 12 months after the close of the Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may make QNECs
\nand\/or QMACs to the Plan, pursuant to subsections 3.7(c) and 3.8(c).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may designate any
\nCompany Discretionary Contribution allocated to Non-Highly Compensated Employees
\nas QNECs, pursuant to subsection 3.7(b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may designate any
\nCompany Matching Contributions allocated to Non-Highly Compensated Employees as
\nQMACs, pursuant to section 3.8(b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

401(k) Contributions of Highly Compensated Employees may be recharacterized
\nas Catch-Up Contributions or returned to the Highly Compensated Employee,
\nwithout the consent of either the Highly Compensated Employee or his Spouse,
\nsubject to the rules of subsection (f).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 13 of 48<\/p>\n

\n

\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Order of Correction<\/u>. The method described in subsection (c) shall be
\nemployed first, during the Plan Year. If that method is not used during the Plan
\nYear, or if the net effect of such method was insufficient for the ADP test to
\nbe satisfied, the Company has the discretion to use any one or more of the
\nmethods described in paragraphs (d)(i), (d)(ii), and (d)(iii). If the Company
\ndoes not choose to make the corrections described in paragraphs (d)(i), (d)(ii),
\nand (d)(iii), or if such corrections are insufficient to satisfy the ADP test,
\nthen the correction method described in paragraph (d)(iv) shall be used.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Calculating the Amounts Returned or Recharacterized<\/u>. If the ADP test
\nis not satisfied, and 401(k) Contributions are returned or recharacterized
\npursuant to paragraph (d)(iv) above, the Committee shall determine the amount to
\nbe returned or recharacterized and shall then allocate that amount among the
\nHighly Compensated Employees pursuant to Treasury Regulations. The correction
\nfor each Highly Compensated Employee shall occur in the following order, to the
\nextent necessary: 401(k) Contributions shall be recharacterized as Catch-Up
\nContributions to the extent possible, then unmatched 401(k) Contributions shall
\nbe returned to the Participant, then matched 401(k) Contributions shall be
\nreturned to the Participant and the corresponding Company Matching Contribution
\nshall be forfeited (unless the ACP test was performed before the ADP test, and
\nthe Company Matching Contribution has already been returned to the Participant
\npursuant to paragraph 3.6(c)(v)). The amount actually recharacterized or
\nreturned to each highly Compensated Employee shall be adjusted to reflect as
\nnearly as possible the actual increase or decrease in the net value of the Trust
\nFund attributable to the correction through the end of the Plan Year for which
\nthe correction is being made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

3.6<\/p>\n<\/td>\n

<\/td>\n\n

Contribution Limits for Highly Compensated Employees (ACP Test).<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Limits on Contributions<\/u>. Notwithstanding any provision in this Plan to
\nthe contrary, the actual contribution percentage (“ACP”) test of Code \u00a7401(m)(2)
\nshall be satisfied. Code \u00a7401(m) and the regulations issued thereunder are
\nhereby incorporated by reference to the extent permitted by such regulations. In
\nperforming the ACP test for a Plan Year, the Plan will use that Plan Year153s data
\nfor the Non-Highly Compensated Employees.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Permissible Variations of the ACP Test<\/u>. To the extent permitted by the
\nregulations under Code \u00a7401(m) and \u00a7401(k), 401(k) Contributions, QMACs, and
\nQNECs may be used to satisfy this test if not used to satisfy the ADP test of
\nsection 3.5. The Committee may elect to exclude from the ACP test those
\nNon-Highly Compensated Employees who, at the end of the Plan Year, had not
\nattained age 21 and\/or whose Period of Service was for less than one year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Corrections to Satisfy Test<\/u>. If the ACP test is not satisfied, the
\nCommittee shall decide which one or more of the following methods shall be
\nemployed to satisfy the ACP test. All corrections shall be accomplished if
\npossible before March 15 of the following Plan Year, and in no event later than
\n12 months after the close of the Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may make QNECs or
\nQMACs to the Plan, pursuant to subsections 3.7(c) and 3.8(c).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may designate any
\nportion of its Company Discretionary Contributions as QNECs, pursuant to
\nsubsection 3.7(b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may designate any
\nportion of its Company Matching Contributions as QMACs, pursuant to subsection
\n3.8(b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may recommend to the Company and the Company may make extra
\nCompany Matching Contributions to the Plan, pursuant to paragraph 3.1(b)(ii).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

The non-vested Company Matching Contributions allocated to Highly Compensated
\nEmployees as of any date during the Plan Year may be forfeited as of the last
\nday of the Plan Year, and the vested Company Matching Contributions allocated to
\nany Highly Compensated Employee for the Plan Year may be paid to such Highly
\nCompensated Employee, without the consent of either the Highly Compensated
\nEmployee or his Spouse, subject to the rules of subsection (e).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 14 of 48<\/p>\n

\n

\n\n\n\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Those 401(k) Contributions that are taken into account for this ACP test for
\nany Highly Compensated Employee may be returned to such Highly Compensated
\nEmployee, without the consent of either the Highly Compensated Employee or his
\nSpouse, subject to the rules of subsection (e).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Order of Correction<\/u>. The method described in subsection 3.5(c) shall
\nbe employed first, during the Plan Year. If that method is not used during the
\nPlan Year, or if the net effect of such method was insufficient for the ACP test
\nto be satisfied, the Company has the discretion to use any one or more of the
\nmethods described in paragraphs (c)(i), (c)(ii), (c)(iii) and (c)(iv). If the
\nCompany does not choose to make the corrections described in paragraphs (c)(i),
\n(c)(ii), (c)(iii), and (c)(iv) or if such corrections are insufficient to
\nsatisfy the ACP test, then the correction methods described in paragraphs (c)(v)
\nand (c)(vi) shall be used, as described in subsection (e).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Calculating the Corrective Reduction<\/u>. If the correction methods
\ndescribed in paragraphs (c)(v) and (c)(vi) are to be used, the Committee shall
\ndetermine the amount of the correction and then allocate that amount among the
\nHighly Compensated Employees pursuant to Treasury Regulations. The correction
\nunder paragraph (c)(v) shall be accomplished by returning all of that Plan
\nYear153s vested Company Matching Contributions to the Highly Compensated Employee
\nbefore any unvested Company Matching Contributions are forfeited. The correction
\nunder paragraph (c)(vi) shall be accomplished in the following order, to the
\nextent necessary: 401(k) Contributions shall be recharacterized as Catch-Up
\nContributions to the extent possible, then unmatched 401(k) Contributions shall
\nbe returned to the Participant, then matched 401(k) Contributions shall be
\nreturned to the Participant and the corresponding Company Matching Contribution
\nshall be returned to the Participant if vested and forfeited if not vested. If
\nthe corrections under paragraphs (c)(v) and (c)(vi) are done in tandem, the
\ncorrection shall be accomplished in the following order, to the extent
\nnecessary: 401(k) Contributions shall be recharacterized as Catch-Up
\nContributions to the extent possible, then unmatched 401(k) Contributions shall
\nbe returned to the Participant, then the vested Company Matching Contribution
\nshall be paid to the Participant, then matched 401(k) Contributions shall be
\nreturned to the Participant and the corresponding unvested Company Matching
\nContribution shall be forfeited. The amount of the correction shall be adjusted
\nto reflect as nearly as possible the actual increase or decrease in the net
\nvalue of the Trust Fund attributable to the correction through the end of the
\nPlan Year for which the correction is being made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

3.7<\/p>\n<\/td>\n

<\/td>\n\n

QNECs.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Time of Payment<\/u>. QNECs shall be paid to the Plan no later than 12
\nmonths after the close of the Plan Year to which they relate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Source<\/u>. The Company may designate as a QNEC all or any portion of the
\nCompany Discretionary Contribution that is allocated to Non-Highly Compensated
\nEmployees. The designation of Company Contributions as QNECs shall be made
\nbefore such contributions are made to the Trust Fund. If the Company
\ninadvertently designates any Highly Compensated Employee153s allocation as a QNEC,
\nthe designation shall be ineffective.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Allocation<\/u>. The Company may make a contribution to the Plan, in
\naddition to the Company Discretionary Contribution, that the Company designates
\nas a QNEC. This subsection applies to such contributions. As of the last day of
\neach Plan Year, the Committee shall allocate such QNECs for such Plan Year
\n(including such forfeitures occurring during such Plan Year that are treated as
\nQNECs pursuant to subsection 5.4(d)) to the Participant Contributions Accounts
\nof those Non-Highly Compensated Employees who were Covered Employees on the last
\nday of the Plan Year, as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

QNECs shall be allocated to the Participant Contributions Account of the
\nNon-Highly Compensated Employee with the least Compensation, until either the
\nQNECs are exhausted or the Non-Highly Compensated Employee has received the
\nmaximum QNEC allocation that can be taken into account in the ADP test or the
\nACP test, whichever is applicable. Under Treasury Regulation
\n \u00a71.401(k)-2(a)(6)(iv) or \u00a71.401(m)-2(a)(5)(ii), the maximum QNEC allocation, for
\nthis Plan, is generally 5% of the Non-Highly Compensated Employee153s
\nCompensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Any remaining QNECs shall be allocated to the Participant Contributions
\nAccount of the Non-Highly Compensated Employee with the next lowest
\nCompensation, until either the QNECs are<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 15 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

exhausted or the Non-Highly Compensated Employee has received the maximum
\nQNEC allocation that can be taken into account in the ADP test or the ACP test,
\nwhichever is applicable.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

The procedure in paragraph (ii) shall be repeated until all QNECs have been
\nallocated.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Coordination with Top-Heavy Rules<\/u>. All QNECs shall be treated in the
\nsame manner as a Company Discretionary Contribution for purposes of section
\n12.4.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

3.8<\/p>\n<\/td>\n

<\/td>\n\n

QMACs.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Time of Payment<\/u>. QMACs shall be paid to the Plan no later than 12
\nmonths after the close of the Plan Year to which they relate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Source<\/u>. The Company may designate as a QMAC all or any portion of the
\nCompany Matching Contributions that is allocated to Non-Highly Compensated
\nEmployees. The designation of Company Contributions as QMACs shall be made
\nbefore such contributions are made to the Trust Fund. If the Company
\ninadvertently designates any Highly Compensated Employee153s allocation as a QMAC,
\nthe designation shall be ineffective.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Allocation<\/u>. The Company may make a contribution to the Plan, in
\naddition to the Company Matching Contribution, that the Company designates as a
\nQMAC. This subsection applies to such contributions. As of the last day of each
\nPlan Year, the Committee shall allocate such QMACs for such Plan Year (including
\nsuch forfeitures occurring during such Plan Year that are treated as QMACs
\npursuant to subsection 5.4(d)) to the Participant Contributions Accounts of
\nthose Non-Highly Compensated Employees who were Covered Employees on the last
\nday of the Plan Year and who made Participant Contributions for the Plan Year,
\nas follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

QMACs shall be allocated to the Participant Contributions Account of the
\nNon-Highly Compensated Employee with the least Compensation, until either the
\nQMACs are exhausted or the Non-Highly Compensated Employee has received the
\nmaximum QMAC allocation that can be taken into account in the ADP test or the
\nACP test, whichever is applicable. Under Treasury Regulation
\n \u00a71.401(k)-2(a)(6)(iv) or \u00a71.401(m)-2(a)(5)(ii), the maximum QMAC allocation, for
\nthis Plan, is generally 5% of the Non-Highly Compensated Employee153s
\nCompensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Any remaining QMACs shall be allocated to the Participant Contributions
\nAccount of the Non-Highly Compensated Employee with the next lowest
\nCompensation, until either the QMACs are exhausted or the Non-Highly Compensated
\nEmployee has received the maximum QMAC allocation that can be taken into account
\nin the ADP test or the ACP test, whichever is applicable.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

The procedure in paragraph (ii) shall be repeated until all QMACs have been
\nallocated.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Coordination with Top-Heavy Rules<\/u>. All QMACs shall be treated in the
\nsame manner as a Company Discretionary Contribution for purposes of section
\n12.4.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE IV
\nInterests in the Trust Fund<\/strong><\/p>\n

\n\n\n\n\n\n\n
\n

4.1<\/p>\n<\/td>\n

<\/td>\n\n

Participants153 Accounts.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Committee shall establish and maintain separate Accounts in the name of
\neach Participant, but the maintenance of such Accounts shall not require any
\nsegregation of assets of the Trust Fund. Each Account shall contain the
\ncontributions specified below and the increase or decrease in the net worth of
\nthe Trust Fund attributable to such contributions.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions Account<\/u>. A Participant Contributions Account
\nshall be established for each Participant who makes Participant Contributions or
\nwho receives an allocation of QNECs or QMACs. The Committee may elect to
\nestablish subaccounts for the different types of contributions allocated to this
\nAccount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 16 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Company Contributions Account<\/u>. A Company Contributions Account shall
\nbe established for each Participant who receives an allocation of Company
\nDiscretionary Contributions that are not designated as QNECs or an allocation of
\nCompany Matching Contributions that are not designated as QMACs. The Committee
\nmay elect to establish subaccounts for the different types of contributions
\nallocated to this Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Rollover Account<\/u>. A Rollover Account shall be established for each
\nParticipant who makes a Rollover Contribution.<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/p>\n<\/td>\n

<\/td>\n\n

Valuation of Trust Fund.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. The Trustee shall value the assets of the Trust Fund at least
\nannually as of the last day of the Plan Year, and as of any other dates
\ndetermined by the Committee, at their current fair market value and determine
\nthe net worth of the Trust Fund. In addition, the Committee may direct the
\nTrustee to have a special valuation of the assets of the Trust Fund when the
\nCommittee determines, in its sole discretion, that such valuation is necessary
\nor appropriate or in the event of unusual market fluctuations of such assets.
\nSuch special valuation shall not include any contributions made by Participants
\nsince the preceding Valuation Date, any Company Contributions for the current
\nPlan Year, or any unallocated forfeitures. The Trustee shall allocate the
\nexpenses of the Trust Fund occurring since the preceding Valuation Date,
\npursuant to section 9.2, and then determine the increase or decrease in the net
\nworth of the Trust Fund that has occurred since the preceding Valuation Date.
\nThe Trustee shall determine the share of the increase of decrease that is
\nattributable to the non-separately accounted for portion of the Trust Fund and
\nto any amount separately accounted for, as described in subsections (b) and (c).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Mandatory Separate Accounting<\/u>. The Trustee shall separately account
\nfor (i) any individually directed investments permitted under section 9.3, and
\n(ii) amounts subject to a Domestic Relations Order.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Permissible Separate Accounting<\/u>. The Trustee may separately account
\nfor the following amounts to provide a more equitable allocation of any increase
\nor decrease in the net worth of the Trust Fund:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

the distributable amount of a Participant, pursuant to section 6.7, including
\nany amount distributable to an Alternate Payee or to a beneficiary of a deceased
\nParticipant; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Company Matching Contributions made since the preceding Valuation Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions that were received by the Trustee since the
\npreceding Valuation Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Company Matching Contributions and 401(k) Contributions of Highly Compensated
\nEmployees that may need to be distributed or forfeited to satisfy the ADP and
\nACP tests of sections 3.5 or 3.6;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Rollovers that were received by the Trustee since the preceding Valuation
\nDate;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Any other amounts for which separate accounting will provide a more equitable
\nallocation of the increase or decrease in the net worth of the Trust Fund.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

4.3<\/p>\n<\/td>\n

<\/td>\n\n

Allocation of Increase or Decrease in Net Worth.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Committee shall, as of each Valuation Date, allocate the increase or
\ndecrease in the net worth of the Trust Fund that has occurred since the
\npreceding Valuation Date between the non-separately accounted for portion of the
\nTrust Fund and the amounts separately accounted for that are identified in
\nsubsections 4.2(b) and 4.2(c). The increase or decrease attributable to the
\nnon-separately accounted for portion of the Trust Fund shall be allocated among
\nthe appropriate Accounts in the ratio that the dollar value of each such Account
\nbore to the aggregate dollar value of all such Accounts on the preceding
\nValuation Date after all allocations and credits made as of such date had been
\ncompleted. The Committee shall then allocate any amounts separately accounted
\nfor (including the increase or decrease in the net worth of the Trust Fund
\nattributable to such amounts) to the appropriate Account(s) if such separate
\naccounting is no longer necessary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 17 of 48<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE V
\nAmount of Benefits<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n
\n

5.1<\/p>\n<\/td>\n

<\/td>\n\n

Vesting Schedule.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

A Participant shall have a fully vested and nonforfeitable interest in all
\nhis Account(s) upon his Normal Retirement Age if he is an Employee on such date,
\nupon his death while an Employee or while on an approved leave of absence from
\nthe Company or an Affiliated Entity, or upon his termination of employment with
\nthe Company or an Affiliated Entity because of a Disability. In all other
\ninstances a Participant153s vested interest shall be calculated according to the
\nfollowing rules.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions Account and Rollover Account<\/u>. A Participant
\nshall be fully vested at all times in his Participant Contributions Account and
\nhis Rollover Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Company Contributions Account<\/u>. A Participant shall become fully vested
\nin his Company Contributions Account in accordance with the following schedule:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Period of Service<\/p>\n<\/td>\n

<\/td>\n\n

Vesting Percentage<\/p>\n<\/td>\n<\/tr>\n

\n

Less than 1 year<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 1 year, but less than 2 years<\/p>\n<\/td>\n

<\/td>\n\n

20%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 2 years, but less than 3 years<\/p>\n<\/td>\n

<\/td>\n\n

40%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 3 years, but less than 4 years<\/p>\n<\/td>\n

<\/td>\n\n

60%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 4 years, but less than 5 years<\/p>\n<\/td>\n

<\/td>\n\n

80%<\/p>\n<\/td>\n<\/tr>\n

\n

5 or more years<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Change of Control<\/u>. The Company Contributions Accounts of all
\nParticipants shall be fully vested as of the effective date of a “change in
\ncontrol.” For purposes of this subsection, a “change of control” shall mean the
\nevent occurring when a person, partnership, or corporation, together with all
\npersons, partnerships, or corporations acting in concert with each person,
\npartnership, or corporation, or any or all of them, acquires more than 20% of
\nApache153s outstanding voting securities; provided that a change of control shall
\nnot occur if such persons, partnerships, or corporations acquiring more than 20%
\nof Apache153s voting securities is solicited to do so by Apache153s board of
\ndirectors, upon its own initiative, and such persons, partnerships, or
\ncorporations have not previously proposed to acquire more than 20% of Apache153s
\nvoting securities in an unsolicited offer made either to Apache153s board of
\ndirectors or directly to the stockholders of Apache.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Plan Termination<\/u>. A Company Contributions Account shall be fully
\nvested as described in section 10.1, which discusses the full or partial
\ntermination of the Plan or the complete discontinuance of contributions.<\/p>\n<\/td>\n<\/tr>\n

\n

5.2<\/p>\n<\/td>\n

<\/td>\n\n

Vesting After a Lapse in Apache Employment.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Separate Accounts<\/u>. If a Participant is rehired before incurring a
\none-year Lapse in Apache Employment, he shall have only one Company
\nContributions Account, and its vested percentage shall be determined under
\nsection 5.1. If a Participant is rehired after incurring a one-year Lapse in
\nApache Employment, he shall have two Company Contribution Accounts, an “old”
\nCompany Contributions Account for the contributions from his earlier episode of
\nemployment, and a “new” Company Contributions Account for his later episode of
\nemployment. If both the old and new Company Contributions Accounts are fully
\nvested, they shall be combined into a single Company Contributions Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Vesting of New Account<\/u>. This subsection is effective January 1, 2006.
\nThe vested percentage of the new Company Contributions Account shall be
\ndetermined based on all the Participant153s Periods of Service.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Vesting of Old Account<\/u>. If the Participant153s Lapse in Apache
\nEmployment was for five years or longer, the vested percentage of the old
\nCompany Contributions Account shall be based solely on the Participant153s Period
\nof Service from his first episode of employment. If the Participant153s Lapse in
\nApache Employment was for less than five years, the vested percentage of the old
\nCompany Contributions Account shall be determined by aggregating his Periods of
\nService from both episodes of employment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 18 of 48<\/p>\n

\n

\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

5.3<\/p>\n<\/td>\n

<\/td>\n\n

Calculating Service.<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Period of Service<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. A Participant153s Period of Service prior to January 1, 2005
\nshall be determined according to the provisions of the Plan in effect when the
\nservice was rendered. A Participant153s Period of Service begins on the date he
\nfirst begins to perform duties as an Employee for which he is entitled to
\npayment, and ends on his Termination From Service Date. In addition, a
\nParticipant153s Period of Service also includes the period between his Termination
\nFrom Service Date and the day he again begins to perform duties for the Company
\nor an Affiliated Entity for which he is entitled to payment, but only if such
\nperiod is less than one year in duration.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Additional Rules<\/u>. The service-crediting provisions in this paragraph
\nare more generous than required by the Code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

Leased Employees<\/u>. For vesting purposes only, the Plan shall treat an
\nindividual as an Employee if he satisfies all the requirements specified in Code
\n \u00a7414(n)(2) for being a leased employee of Apache153s or an Affiliated Entity153s,
\nexcept for the requirement of having performed such services for at least one
\nyear.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Approved Leave<\/u>. If the Employee is absent from the Company or
\nAffiliated Entity for more than one year because of an approved leave of absence
\n(either with or without pay) for any reason (including, but not limited to, jury
\nduty) and the Employee returns to work at or prior to the expiration of his
\nleave of absence, no Termination From Service Date will occur during the leave
\nof absence.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

<\/td>\n\n

Servicemen<\/u>. See Article XV for special provisions that apply to
\nServicemen.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

<\/td>\n\n

Corporate Transactions<\/u>. See Appendix C for instances in which a new
\nEmployee153s Period of Service includes his prior employment with another company.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(E)<\/p>\n<\/td>\n

<\/td>\n\n

Contractors<\/u>. If an “eligible contractor” becomes an Employee, his
\nPeriod of Service shall include his previous continuous service as an eligible
\ncontractor, excluding any service provided before 2003. An “eligible contractor”
\nis an individual who (A) performed services for Apache or an Affiliated Entity
\non a substantially full-time basis in the capacity of an independent contractor
\n(for federal income tax purposes); (B) became an Employee within a month of
\nceasing to be an independent contractor working full-time for Apache or an
\nAffiliated Entity; and (C) notified the Plan of his prior service as an
\nindependent contractor within two months of becoming an Employee (or, if later,
\nby February 28, 2006 or other deadline established by the Committee).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Termination From Service Date<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Usual Rule<\/u>. If the Employee quits, is discharged, retires, or dies,
\nhis Termination From Service Date occurs on the last day the Employee performs
\nservices for the Company or an Affiliated Entity, except for an Employee who
\nincurs a Disability, in which case his Termination From Service Date does not
\noccur, even if he quits, until the earlier of the one-year anniversary of the
\ndate his Disability or the date he recovers from his Disability.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Other Absences<\/u>. If an Employee is absent from the Company and
\nAffiliated Entities for any reason other than a quit, discharge, or retirement,
\nhis “Termination From Service Date” is the earlier of (A) the date he quits, is
\ndischarged, retires, or dies, or (B) one year from the date the Employee is
\nabsent from the Company or Affiliated Entity for any other reason (such as
\nvacation, holiday, sickness, disability, leave of absence, or temporary
\nlay-off), with the following exception. If the Employee is absent from the
\nCompany or Affiliated Entity because of parental leave (which includes only the
\npregnancy of the Employee, the birth of the Employee153s child, the placement of a
\nchild with the Employee in connection with adoption of such child by the
\nEmployee, or the caring for such child immediately following birth or placement)
\non the first anniversary of the day the Employee was first absent, his
\nTermination From Service Date does not occur until the second anniversary of the
\nday he was first absent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 19 of 48<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

(and the period between the first and second anniversaries of the day he was
\nfirst absent shall not be counted in his Period of Service).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Lapse in Apache Employment<\/u>. A Lapse in Apache Employment means the
\nperiod commencing on an individual153s Termination from Service Date and ending on
\nthe date he again begins to perform services as an Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

5.4<\/p>\n<\/td>\n

<\/td>\n\n

Forfeitures.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Exceptions to the Vesting Rules<\/u>. The following rules supersede the
\nvesting rules of section 5.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Excess Annual Additions<\/u>. Annual Additions to a Participant153s Accounts
\nand any increase or decrease in the net worth of the Participant153s Accounts
\nattributable to such Annual Additions may be reduced to satisfy the limits
\ndescribed in section 3.4. Any reduction shall be used as specified in section
\n3.4.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Excess Participant Contribution<\/u>. Company Matching Contributions and
\nany increase or decrease in the net worth of the Account(s) attributable to such
\ncontributions may be forfeited as of the last day of the Plan Year if the
\nParticipant Contribution that they matched was returned under paragraph
\n3.2(a)(ii) or 3.2(b)(ii) or subsection 3.5(d) or 3.6(c). Any such forfeiture
\nshall be used as specified in subsection (d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Missing Individuals<\/u>. A missing individual153s vested Accounts may be
\nforfeited as of the last day of any Plan Year, as provided in section 13.12. Any
\nsuch forfeiture shall be used as specified in subsection (d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Excess Match<\/u>. Company Matching Contributions that would violate Code
\n \u00a7401(a)(17), and any increase or decrease in the net worth of the Account(s)
\nattributable to such contributions, may be forfeited as specified in subsection
\n3.1(b). Any such reduction shall be used as specified in subsection 3.1(b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Regular Forfeitures<\/u>. A Participant153s non-vested interest in his
\nCompany Contributions Account shall be forfeited at the end of the Plan Year in
\nwhich he terminates employment. Any such forfeiture shall be used as specified
\nin subsection (d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Restoration of Forfeitures<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Missing Individuals<\/u>. The forfeiture of a missing individual153s
\nAccount(s), as described in section 13.12, shall be restored to such individual
\nif the individual makes a claim for such amount.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Regular Forfeitures<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

Rehire Within 5 Years<\/u>. If a Participant is rehired before incurring a
\nfive-year Lapse in Apache Employment, and the Participant has received a
\ndistribution of his entire vested interest in his Company Contributions Account
\n(with the result that the Participant forfeited his non-vested interest in such
\nAccount), then the exact amount of the forfeiture shall be restored to the
\nParticipant153s Account. All the rights, benefits, and features available to the
\nParticipant when the forfeiture occurred shall be available with respect to the
\nrestored forfeiture. If such a Participant again terminates employment prior to
\nbecoming fully vested in his Company Contributions Account, the vested portion
\nof his Company Contributions Account shall be determined by applying the vested
\npercentage determined under section 5.1 to the sum of (x) and (y), then
\nsubtracting (y) from such sum, where: (x) is the value of the Participant153s
\nCompany Contributions Account as of the Valuation Date immediately following his
\nmost recent termination of employment; and (y) is the amount previously
\ndistributed to the Participant on account of the prior termination of
\nemployment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Rehire After 5 Years<\/u>. If a Participant is rehired after incurring a
\nfive-year Lapse in Apache Employment, then no amount forfeited from his Company
\nContributions Account shall be restored to that Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 20 of 48<\/p>\n

\n

\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Method of Forfeiture Restoration<\/u>. Forfeitures that are restored shall
\nbe accomplished by an allocation of the forfeitures under subsection (d) or by a
\nspecial Company Contribution pursuant to paragraph 3.1(c)(i).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Use of Forfeitures<\/u>. The Committee shall decide how forfeitures are
\nused. Forfeitures may be used (i) to restore Accounts as described in subsection
\n(c), (ii) to pay those expenses of the Plan that are properly payable from the
\nTrust Fund and that are not paid by the Company or Account Owners or charged to
\nAccounts, or (iii) as any Company Contribution.<\/p>\n<\/td>\n<\/tr>\n

\n

5.5<\/p>\n<\/td>\n

<\/td>\n\n

Transfers : Portability.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If any other employer adopts this or a similar profit sharing plan and enters
\ninto a reciprocal agreement with the Company that provides that (a) the transfer
\nof a Participant from such employer to the Company (or vice versa) shall not be
\ndeemed a termination of employment for purposes of the plans, and (b) service
\nwith either or both employers shall be credited for purposes of vesting under
\nboth plans, then the transferred Participant153s Account shall be unaffected by
\nthe transfer, except, if deemed advisable by the Committee, it may be
\ntransferred to the trustee of the other plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VI
\nDistribution of Benefits<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
\n

6.1<\/p>\n<\/td>\n

<\/td>\n\n

Beneficiaries.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Designating Beneficiaries<\/u>. Each Account Owner shall file with the
\nCommittee a designation of the beneficiaries and contingent beneficiaries to
\nwhom the distributable amount (determined pursuant to section 6.2) shall be paid
\nin the event of the Account Owner153s death. In the absence of an effective
\nbeneficiary designation as to any portion of the distributable amount after a
\nParticipant dies, such amount shall be paid to the Participant153s surviving
\nSpouse, or, if none, to his estate. In the absence of an effective beneficiary
\ndesignation as to any portion of the distributable amount after any
\nnon-Participant Account Owner dies, such amount shall be paid to the Account
\nOwner153s estate. The Account Owner may change a beneficiary designation at any
\ntime and without the consent of any previously designated beneficiary.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Special Rule for Married Participants<\/u>. If the Account Owner is a
\nmarried Participant, his Spouse shall be the sole beneficiary unless the Spouse
\nhas consented to the designation of a different beneficiary. To be effective,
\nthe Spouse153s consent must be in writing, witnessed by a notary public, and filed
\nwith the Committee. Any spousal consent shall be effective only as to the Spouse
\nwho signed the consent.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Special Rule for Divorces<\/u>. If an Account Owner has designated his
\nspouse as a primary or contingent beneficiary, and the Account Owner and spouse
\nlater divorce (or their marriage is annulled), then the former spouse will be
\ntreated as having pre-deceased the Account Owner for purposes of interpreting a
\nbeneficiary designation form completed prior to the divorce or annulment. This
\nsubsection will apply only if the Committee is informed of the divorce or
\nannulment before payment to the former spouse is authorized.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Disclaimers<\/u>. Any individual or legal entity who is a beneficiary may
\ndisclaim all or any portion of his interest in the Plan, provided that the
\ndisclaimer satisfies the requirements of Code \u00a72518(b) and applicable state law.
\nThe legal guardian of a minor or legally incompetent person may disclaim for
\nsuch person. The personal representative (or the individual or legal entity
\nacting in the capacity of the personal representative according to applicable
\nstate law) may disclaim on behalf of a beneficiary who has died. The amount
\ndisclaimed shall be distributed as if the disclaimant had predeceased the
\nindividual whose death caused the disclaimant to become a beneficiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

6.2<\/p>\n<\/td>\n

<\/td>\n\n

Consent.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. Except for distributions identified in subsection (b),
\ndistributions may be made only after the appropriate consent has been obtained
\nunder this subsection. Distributions to a Participant or to a beneficiary (other
\nthan a beneficiary of a deceased Alternate Payee) shall be made only with the
\nParticipant153s or beneficiary153s consent to the time of distribution.
\nDistributions to an Alternate Payee or his beneficiary shall be made as
\nspecified in the QDRO and in accordance with section 13.9. To be effective, the
\nconsent must be filed with the Committee according to the procedures adopted by
\nthe<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 21 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

Committee, within 180 days before the distribution is to commence. A consent
\nonce given shall be irrevocable after the distribution has been processed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Exceptions to General Rule<\/u>. Consent is not required for the following
\ndistributions:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Corrective distributions under Article III that are returned to the
\nParticipant because the contribution is not deductible by the Company or because
\nthe contribution would exceed the limits of Code \u00a7401(a)(17), \u00a7415(c)(1),
\n \u00a7402(g), \u00a7401(k)(3),
\n \u00a7401(m)(2), \u00a7401(m)(9), \u00a7414(v)(2)(B)(i), or any other limitation of the Code;\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Distributions required to comply with Code \u00a7401(a)(9);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Cashouts of small Accounts, as described in subsection 6.6(d) or paragraphs
\n6.6(e)(i) or 13.9(f)(ii);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Distributions required to comply with Code \u00a7401(a)(14);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Distributions of invalid rollovers pursuant to subsection 3.2(d);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Distributions upon Plan termination pursuant to section 10.3; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

Distributions that must occur by a deadline specified in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

6.3<\/p>\n<\/td>\n

<\/td>\n\n

Distributable Amount<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The distributable amount of an Account Owner153s Account(s) is the vested
\nportion of the Account(s) (as determined by Article V) as of the Valuation Date
\ncoincident with or next preceding the date distribution is made, reduced by (a)
\nany amount that is payable to an Alternate Payee pursuant to section 13.9, (b)
\nany amount withdrawn since such Valuation Date, and (c) the outstanding balance
\nof any loan under Article VII. Furthermore, the Committee shall temporarily
\nsuspend or limit distributions (by reducing the distributable amount), as
\nexplained in subsection 13.9, when the Committee is informed that a Domestic
\nRelations Order affecting the Participant153s Accounts is or may be in the process
\nof becoming QDRO, while the Committee has suspended withdrawals because it
\nbelieves that the Plan may have a cause of action against the Participant, or
\nwhen the Plan has notice of a lien or other claim against the Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.4<\/p>\n<\/td>\n

<\/td>\n\n

Manner of Distribution.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. The distributable amount shall be paid in a single payment,
\nexcept as otherwise provided in the remainder of this section. Distributions
\nshall be in the form of cash except to the extent that an Account is invested in
\na fund containing primarily Company Stock, the distributee may elect to receive
\na distribution of whole shares of Company Stock. Fractional shares of Company
\nStock shall be converted to and paid in cash.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Partial Withdrawals and Installments<\/u>. Withdrawals are available to
\nEmployees as specified in section 6.5 and to those Employees over
\n701<\/sup>\/2 who are Five-Percent Owners, as described in paragraph
\n6.6(c)(ii). Annual installments are available to beneficiaries as described in
\nsubsection 6.6(e).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Grandfather Rules<\/u>. Installments were a distribution option under the
\nPlan until June 30, 2001. Any Account Owner who could receive a distribution
\nbefore July 1, 2001 and who elected before July 1, 2001 to receive the
\ndistribution in the form of installments shall receive the benefit so elected.
\nAn Account Owner who elected installments may elect to accelerate any or all
\nremaining installment payments.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
\n

6.5<\/p>\n<\/td>\n

<\/td>\n\n

In-Service Withdrawals.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

An Employee may withdraw amounts from his Accounts only as provided in this
\nsection. An Employee may make withdrawals as follows.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Withdrawals for Employees Age
\n59<\/u>1<\/sup><\/u>\/<\/u>2<\/u> or Older<\/u>. An Employee who has
\nattained age 591<\/sup>\/2 may at any time thereafter withdraw any portion of
\nhis Participant Contributions Account and any vested portion of his Company
\nContributions Account. The minimum withdrawal is $1,000 or the vested Account
\nbalance, whichever is less. Only two withdrawals are permitted during each Plan
\nYear under this subsection. If the Employee is not fully vested in his Company
\nContributions Account at the time of a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 22 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

withdrawal under this subsection, the rules of subparagraph 5.4(c)(ii)(A)
\nshall be applied when determining the vested portion of the Company
\nContributions Account at any time thereafter.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Rollover Account<\/u>. An Employee may withdraw all or any portion of his
\nRollover Account at any time. The minimum withdrawal is $1,000 or the Rollover
\nAccount balance, whichever is less. Only two withdrawals from the Rollover
\nAccount are permitted during each Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions Account<\/u>. An Employee may withdraw all or any
\nportion of his Participant Contributions, provided that the Employee has an
\nimmediate and heavy financial need, as defined in paragraph (i), the withdrawal
\nis needed to satisfy the financial need, as explained in paragraph (ii), and the
\namount of the withdrawal does not exceed the limits in paragraph (iii).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Financial Need<\/u>. The following expenses constitute an immediate and
\nheavy financial need: (A) expenses for or necessary to obtain medical care that
\nwould be deductible by the Employee under Code \u00a7213(d) (determined without
\nregard to whether the expenses exceed 7.5% of adjusted gross income) or that
\napply to the Employee153s primary beneficiary (as determined pursuant to section
\n6.1); (B) costs directly related to the purchase of a principal residence of the
\nEmployee (excluding mortgage payments); (C) payment of tuition, related
\neducational fees, and room and board expenses for up to the next 12 months of
\npost-secondary education of the Employee, the Employee153s Spouse. the Employee153s
\nchildren, the Employee153s dependents (within the meaning of Code \u00a7152, without
\nregard to Code \u00a7152(b)(1), \u00a7152(b)(2), and \u00a7152(d)(1)(B)), or the Employee153s
\nprimary beneficiary (as determined pursuant to section 6.1); (D) payments
\nnecessary to prevent the Employee from being evicted from his or her principal
\nresidence; (E) payments necessary to prevent the mortgage on the Employee153s
\nprincipal residence from being foreclosed; (F) payment of burial or funeral
\nexpenses for the Employee153s deceased parent, Spouse, child, other dependent
\n(within the meaning of Code \u00a7152, without regard to Code \u00a7152(b)(1), \u00a7152(b)(2),
\nand \u00a7152(d)(1)(B)), or primary beneficiary (as determined pursuant to section
\n6.1); (G) expenses for the repair of damage to the Employee153s principal
\nresidence that would qualify for the casualty deduction under Code \u00a7165
\n(determined without regard to whether the loss exceeds 10% of adjusted gross
\nincome); and (H) any other expense that, under IRS guidance of general
\napplicability, is deemed to be on account of an immediate and heavy financial
\nneed. In addition, the Committee may determine, based on a review of all
\nrelevant facts and circumstances, that a particular expense or series of
\nexpenses of the Employee constitutes an immediate and heavy financial need.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Satisfaction of Need<\/u>. The withdrawal is deemed to be needed to satisfy
\nthe Employee153s financial need if (A) the Employee has obtained all withdrawals
\nand all non-taxable loans available from the Company153s and any Affiliated
\nEntities153 plans of deferred compensation, qualified plans, stock options, stock
\npurchase plans, and similar plans, and (B) for a period of at least 6 months
\nfrom the date the Employee receives the withdrawal, he ceases to make
\nParticipant Contributions and elective contributions to all plans of deferred
\ncompensation, qualified plans, stock options, stock purchase plans, and similar
\nplans maintained by the Company or any Affiliated Entity.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Maximum Withdrawal<\/u>. An Employee may not withdraw more than the sum of
\nthe amount needed to satisfy his financial need and any taxes and penalties
\nreasonably anticipated to result from the withdrawal. An Employee may not
\nwithdraw any amount in excess of his Participant Contributions unless he has
\nattained age 591<\/sup>\/2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Compliance with Code \u00a7401(a)(9)<\/u>. See paragraph 6.6(b)(ii) for the
\nrequired distributions to a Five-Percent Owner who is age 701<\/sup>\/2 or
\nolder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Form of Payment of Withdrawal<\/u>. Withdrawals under subsection (c) shall
\nbe in cash. Withdrawals under subsections (a) and (b) shall be in cash, except
\nthat any portion of a Participant153s Accounts that is invested in Company Stock
\nmay, at the election of the Participant made at the time that notice of
\nwithdrawal is made to the Committee, be withdrawn in the form of whole shares of
\nCompany Stock.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Withdrawal Rules<\/u>. An Employee may not withdraw any amount under this
\nsection that has been borrowed or that is subject to a QDRO. The Committee shall
\ntemporarily suspend or limit withdrawals under this section, as explained in
\nsection 13.9, when the Committee is informed that a QDRO<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 23 of 48<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

affecting the Employee153s Accounts is in process or may be in process. The
\nCommittee shall issue such rules as to the frequency of withdrawals, and
\nwithdrawal procedures, as it deems appropriate. The Committee may postpone the
\nwithdrawal until after the next Valuation Date. The Committee may have a special
\nvaluation of the Trust Fund performed before a withdrawal is permitted. The Plan
\nmay charge a fee for the withdrawal as well as a fee for having a special
\nvaluation performed, as determined by the Committee in its sole discretion.<\/p>\n<\/td>\n<\/tr>\n

\n

6.6<\/p>\n<\/td>\n

<\/td>\n\n

Time of Distribution.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Earliest Date of Distribution<\/u>. Unless an earlier distribution is
\npermitted by section 6.5 (relating to in-service withdrawals), the earliest date
\nthat a Participant may elect to receive a distribution is the date of his
\nTermination of Employment or the date he incurs a Disability. This provision
\nwill always result in a distribution date that precedes the latest date of
\ndistribution specified in Code \u00a7401(a)(14). For purposes of Code \u00a7401(a)(14), if
\na Participant does not affirmatively elect a distribution, he shall be deemed to
\nhave elected to defer the distribution to a later date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Latest Date of Distribution<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Former Employees<\/u>. A Participant who is not an Employee shall receive a
\nsingle payment of his distributable amount by his Required Beginning Date. If a
\nFive-Percent Owner terminates employment after his Required Beginning Date, the
\nPlan shall distribute the entire distributable amount to him as soon as
\nadministratively practicable after the termination of employment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Current Employees<\/u>. An Employee who is not a Five-Percent Owner is not
\nrequired to receive any distributions under this subsection. An Employee who is
\na Five-Percent Owner shall receive annual distributions of at least the minimum
\namount required to be distributed pursuant to Code \u00a7401(a)(9), which shall be
\ncalculated by using only the Participant153s life expectancy, which shall be
\nrecalculated each year. A Five-Percent Owner may request that his first minimum
\nrequired distribution be distributed in the calendar year preceding his Required
\nBeginning Date; the Committee shall comply with this request if administrating
\npracticable to do so.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Small Amounts<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

$1000 or Less<\/u>. If the aggregate value of the nonforfeitable portion of
\na Participant153s Accounts is $1,000 or less on any date after his Termination of
\nEmployment, the Participant shall receive a single payment of the distributable
\namount as soon as practicable, provided that the aggregate value is $1,000 or
\nless when the distribution is processed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

$1000 to $5000<\/u>. If paragraph (i) does not apply and the aggregate
\nvalue of the nonforfeitable portion of a Participant153s Accounts, ignoring his
\nRollover Account, is $5,000 or less on any date after his Termination of
\nEmployment, then as soon as practicable the Plan shall pay the distributable
\namount to an individual retirement account or annuity within the meaning of Code
\n \u00a7408(a) or \u00a7408(b) (collectively, an “IRA”) for the Participant, unless the
\nParticipant affirmatively elects to receive the distribution directly or to have
\nit paid in a direct rollover under section 6.7. The Committee shall select the
\ntrustee or custodian of the IRA as well as how the IRA shall be invested
\ninitially. The Plan shall notify the Participant (A) that the distribution has
\nbeen made to an IRA and can be transferred to another IRA, (B) of the identity
\nand contact information of the trustee or custodian of the IRA into which the
\ndistribution is made, and (C) of such other information as required to comply
\nwith Code \u00a7401(a)(31)(B)(i).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Date Account Valued<\/u>. The Committee may elect to check the value of the
\nParticipant153s Accounts on an occasional (rather than a daily) basis, to
\ndetermine whether to apply the provisions of this subsection.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Distribution Upon Participant153s Death.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Small Accounts<\/u>. If the aggregate cash value of the nonforfeitable
\nportion of a Participant153s Accounts is $5,000 or less at any time after the
\nParticipant153s death and before any beneficiary elects to receive a distribution
\nunder this subsection, then each beneficiary shall each receive a single payment
\nof his share of the distributable amount as soon as administratively
\npracticable,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 24 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

provided that the aggregate value is $5,000 or less when the distribution is
\nprocessed. The Committee may elect to check the value of the Participant153s
\nAccounts on an occasional (rather than a daily) basis, to determine whether to
\napply the provisions of this paragraph.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Larger Accounts<\/u>. If paragraph (i) does not apply, then each
\nbeneficiary may elect to have his distributable amount distributed in a single
\npayment or in annual installments at any time after the Participant153s death,
\nwithin the following guidelines. No distribution shall be processed until the
\nbeneficiary153s identity as a beneficiary is established. The entire distributable
\namount shall be distributed by the last day of the calendar year containing the
\nfifth anniversary of the Participant153s death. A beneficiary who has elected
\ninstallments may elect to accelerate any or all remaining payments. If the
\nParticipant was a Five-Percent Owner who began to receive the minimum required
\ndistributions under paragraph (b)(ii), the distribution to each beneficiary must
\nbe made at least as rapidly as required by the method used to calculate the
\nminimum required distributions that was in effect when the Five-Percent Owner
\ndied.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Alternate Payee<\/u>. Distributions to an Alternate Payee shall be made in
\naccordance with the provisions of the QDRO and pursuant to subsection 13.9.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n

6.7<\/p>\n<\/td>\n

<\/td>\n\n

Direct Rollover Election.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The amendments to this section have an effective date of January 1, 2007.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General Rule<\/u>. A Participant, an Alternate Payee who is the Spouse or
\nformer Spouse of the Participant, any individual who is treated as a designated
\nbeneficiary of the Participant pursuant to Code \u00a7401(a)(9)(E), or any trust to
\nthe extent that any beneficiary of the trust is treated as a designated
\nbeneficiary of the Participant pursuant to Code \u00a7401(a)(9)(E), (collectively,
\nthe “distributee”) may direct the Trustee to pay all or any portion of his
\n“eligible rollover distribution” to an “eligible retirement plan” in a “direct
\nrollover.” This direct rollover option is not available to other Account Owners.
\nWithin a reasonable period of time before an eligible rollover distribution, the
\nCommittee shall inform the distributee of this direct rollover option, the
\nappropriate withholding rules, other rollover options, the options regarding
\nincome taxation, and any other information required by Code \u00a7402(f). The
\ndistributee may waive the usual 30-day waiting period before receiving a
\ndistribution, and elect to receive his distribution as soon as administratively
\npracticable after completing and filing his distribution election.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Definition of Eligible Rollover Distribution<\/u>. An eligible rollover
\ndistribution is any distribution or in-service withdrawal other than (i)
\ndistributions required under Code \u00a7401(a)(9), (ii) distributions of amounts that
\nhave already been subject to federal income tax (such as defaulted loans or
\nafter-tax voluntary contributions), other than a direct transfer to (A) another
\nretirement plan that meets the requirements of Code \u00a7401(a) or \u00a7403(a), or (B)
\nan individual retirement account or annuity described in Code \u00a7408(a)
\nor \u00a7408(b), (iii) installment payments in a series of substantially equal
\npayments made at least annually and (A) made over a specified period of ten or
\nmore years, (B) made for the life or life expectancy of the distributee, or (C)
\nmade for the joint life or joint life expectancy of the distributee and his
\ndesignated beneficiary, (iv) a distribution to satisfy the limits of Code \u00a7415
\nor \u00a7402(g), (v) a deemed distribution of a defaulted loan from this Plan, to the
\nextent provided in the regulations, (vi) a distribution to satisfy the ADP or
\nACP tests, (vii) any other actual or deemed distribution specified in IRS
\nguidance of general applicability, or (viii) any hardship withdrawal by an
\nEmployee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Definition of Eligible Retirement Plan<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Participants, Spouses, and Alternate Payees<\/u>. For a Participant, an
\nAlternate Payee who is the Spouse or former Spouse of the Participant, or a
\nsurviving Spouse of a deceased Participant, an eligible retirement plan is an
\nindividual retirement account or annuity described in Code \u00a7408(a) or \u00a7408(b), a
\nRoth IRA, an annuity plan described in Code \u00a7403(a), an annuity contract
\ndescribed in Code \u00a7403(b), an eligible plan under Code \u00a7457(b) that is
\nmaintained by an eligible employer described in Code \u00a7457(e)(1)(A) (which
\ngenerally includes state and local governments), or the qualified trust of a
\ndefined contribution plan described in Code \u00a7401(a), that accepts eligible
\nrollover distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 25 of 48<\/p>\n

\n

\n\n\n\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Other Distributees<\/u>. For an individual who is treated as a designated
\nbeneficiary of the Participant pursuant to Code
\n \u00a7401(a)(9)(E), and for any trust to the extent that a beneficiary of the trust
\nis treated as a designated beneficiary of the Participant pursuant to Code
\n \u00a7401(a)(9)(E), an eligible retirement plan is an individual retirement account
\nor annuity described in Code \u00a7408(a) or \u00a7408(b) that is in existence or is
\nestablished for the purposes of receiving the distribution on behalf of the
\nbeneficiary, and that, with respect to the beneficiary, is treated as an
\ninherited individual retirement account or annuity within the meaning of Code
\n \u00a7408(d)(3)(C). The designated beneficiary has two choices for receiving
\ndistributions that are to be paid in a direct rollover to such inherited
\nindividual retirement account or annuity.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

The designated beneficiary may elect to receive a single payment or
\ninstallments from the Plan, pursuant to paragraph 6.6(d)(ii), during the
\ncalendar year in which the Participant died or in the following calendar year
\n(or by such later date allowed pursuant to IRS guidance of general applicability
\nor a private letter ruling obtained by the designated beneficiary). Each annual
\ninstallment from the Plan must satisfy the requirements of Code
\n \u00a7401(a)(9)(B)(iii) (which essentially means that each annual installment must be
\nequal to at least the account balance standing to the credit of the deceased
\nPlan Participant at the end of the previous year, divided by the designated
\nbeneficiary153s life expectancy). In this case, distributions from the inherited
\nindividual retirement account or annuity may be made over the life expectancy of
\nthe designated beneficiary.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

If the requirements of subparagraph (A) are not satisfied, the designated
\nbeneficiary must receive, pursuant to paragraph 6.6(d)(ii), a full distribution
\nfrom the Plan by the end of the calendar year containing the fifth anniversary
\nof the Participant153s death. In this case, distributions from the inherited
\nindividual retirement account or annuity must generally be completed by the end
\nof the calendar year containing the fifth anniversary of the Participant153s
\ndeath.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Definition of Direct Rollover<\/u>. A direct rollover is a payment by the
\nTrustee to the eligible retirement plan specified by the distributee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VII
\nLoans<\/strong><\/p>\n

\n

The Committee is authorized, as one of the Plan fiduciaries responsible for
\ninvesting Plan assets, to establish a loan program. The loan program shall
\nbecome effective on the date determined by the Committee. The Committee shall
\nadminister the Plan153s loan program in accordance with the following rules.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

7.1<\/p>\n<\/td>\n

<\/td>\n\n

Availability<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Loans are available only to Employees, Participants who are
\nparties-in-interest (within the meaning of ERISA \u00a73(14)), and beneficiaries who
\nare parties-in-interest (collectively referred to in this section as
\n“Borrowers”). The Committee shall temporarily reduce the amount a Participant
\nmay borrow or temporarily prevent the Participant from borrowing when, as
\ndescribed in section 13.9, the Committee is informed that a QDRO affecting the
\nParticipant153s Accounts is in process or may be in process. Loans shall be
\ntemporarily unavailable to a prospective Borrower while the Committee has
\nsuspended loans because the Committee believes that the Plan may have a cause of
\naction against the Participant, as explained in subsection 13.9(h).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.2<\/p>\n<\/td>\n

<\/td>\n\n

Number of Loans<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

A Borrower may have no more than one loan outstanding. The Committee may
\nchange the maximum number of outstanding loans allowed at any time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.3<\/p>\n<\/td>\n

<\/td>\n\n

Loan Amount<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Committee may establish a minimum loan amount of no more than $500. The
\nCommittee may require loans to be made in increments of no more than $100. The
\namount that a Borrower may borrow is subject to the following limits.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

A Borrower may not borrow more than the sum of the balance in his Participant
\nContributions Account and the balance in his Rollover Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 26 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

At the time the loan from this Plan is made, the aggregate outstanding
\nbalance of all the Borrower153s loans from all qualified plans maintained by the
\nCompany and Affiliated Entities, including the new loan from this Plan, shall
\nnot exceed 50% of the Borrower153s vested interest in all qualified plans
\nmaintained by the Company and Affiliated Entities.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

For purposes of this paragraph, the term “one-year maximum” means the largest
\naggregate outstanding balance, on any day in the one-year period ending on the
\nday before the new loan from this Plan is obtained, of all loans to the Borrower
\nfrom all qualified plans maintained by the Company and Affiliated Entities. For
\npurposes of this paragraph, the term “existing loans” means the aggregate
\noutstanding balance, on the day the new loan is made to the Borrower, of all
\nloans to the Borrower from all qualified plans maintained by the Company and
\nAffiliated Entities, excluding the new loan from this Plan. If the existing
\nloans are greater than or equal to the one-year maximum, then the new loan from
\nthis Plan shall not exceed $50,000 minus the existing loans. If the existing
\nloans are less than the one-year maximum, then the new loan from this Plan shall
\nnot exceed $50,000 minus the one-year maximum.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

For purposes of applying the above limits, the vested portion of the
\nBorrower153s accounts under this Plan and all other plans maintained by the
\nCompany and Affiliated Entities shall be determined without regard to any
\naccumulated deductible employee contributions (as defined in Code \u00a772(o)(5)(B)),
\nand without regard to any amounts accrued while the Borrower was ineligible to
\nobtain a loan (as described in subsection (a)). Notwithstanding the foregoing,
\nthe Committee may, in its sole discretion, establish lesser limits on the
\namounts that may be borrowed, which limits shall be applied in a
\nnon-discriminatory manner. The Committee shall temporarily reduce the amount a
\nParticipant may borrow or temporarily prevent the Participant from borrowing, as
\ndescribed in section 13.9, when the Committee is informed that a QDRO affecting
\nthe Participant153s Accounts is in process or may be in process. No loan shall be
\nmade of amounts that are required to be distributed prior to the end of the term
\nof the loan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.4<\/p>\n<\/td>\n

<\/td>\n\n

Interest<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Each loan shall bear a reasonable rate of interest, which shall remain fixed
\nfor the duration of the loan. The Committee or its agent shall determine the
\nreasonable rate of interest on the date the loan documents are prepared. The
\nCommittee shall have the authority to establish procedures from time to time for
\ndetermining the rate of interest. In the absence of Committee action, the
\ninterest rate shall be equal to the prime lending rate, plus 1%, as published in
\nthe Wall Street Journal on the first day that such newspaper is published during
\nthe calendar quarter in which the loan documents are prepared.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.5<\/p>\n<\/td>\n

<\/td>\n\n

Repayment.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

All loans shall be repaid, with interest, in substantially level amortized
\npayments made not less frequently than quarterly. The maximum term for a loan is
\nfour years; the minimum term for a loan is one year. The Committee has the
\nauthority to decrease the minimum term for future loans and the authority to
\nincrease the maximum term for future loans to no more than five years. Loan
\nrepayments shall be accelerated, and all loans shall be payable in full on the
\ndate the Borrower separates from service (if the Borrower is an Employee), the
\ndate the Borrower becomes ineligible to borrow from the Plan under to section
\n7.1, and on any other date or any other contingency as determined by the
\nCommittee. If the Borrower is an Employee, loans shall be repaid through payroll
\nwithholding unless (a) the Employee is pre-paying his loan, in which case the
\npre-payment need not be through payroll withholding, or (b) the Employee is on
\nan unpaid leave of absence, in which case he may pay any installment by personal
\ncheck. Partial pre-payments are accepted.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.6<\/p>\n<\/td>\n

<\/td>\n\n

Default<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

A loan shall be in default if any installment is not paid by the end of the
\ncalendar quarter following the calendar quarter in which the installment was
\ndue. Upon default, the Committee may, in addition to all other remedies, apply
\nthe Borrower153s Plan accounts toward payment of the loan; however, the Trustee
\nmay not exercise such right of set-off with respect to the Borrower153s
\nParticipant Contributions Account until such account has become payable,
\npursuant to section 6.5 or 6.6.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.7<\/p>\n<\/td>\n

<\/td>\n\n

Administration<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

A Borrower shall apply for a loan by completing the application procedures
\nspecified by the Committee. Until changed by the Committee, a Borrower shall
\napply for a loan by calling the Trustee and completing a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 27 of 48<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/td>\n\n

voice application. The loan shall be processed in accordance with reasonable
\nprocedures adopted from time to time by the Committee. The Committee may impose
\na loan application fee, a loan origination fee, a loan pre-payment fee, and loan
\nmaintenance fees. All loans shall be evidenced by a promissory note and shall be
\nfully secured. No Borrower whose Plan accounts are so pledged may obtain
\ndistribution of any portion of the accounts that have been pledged. The rights
\nof the Trustee under such pledge shall have priority over all claims of the
\nBorrower, his beneficiaries, and creditors. Each loan shall be treated as a
\ndirected investment. Any increase or decrease in the net worth of the Trust Fund
\nattributable to such loan shall be allocated solely to the Plan accounts of the
\nBorrower.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VIII
\nAllocation of Responsibilities : Named Fiduciaries<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

8.1<\/p>\n<\/td>\n

<\/td>\n\n

No Joint Fiduciary Responsibilities.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Trustee(s) and the Committee shall be the named fiduciaries under the
\nPlan and Trust agreement and shall be the only named fiduciaries thereunder. The
\nfiduciaries shall have only the responsibilities specifically allocated to them
\nherein or in the Trust agreement. Such allocations are intended to be mutually
\nexclusive and there shall be no sharing of fiduciary responsibilities. Whenever
\none named fiduciary is required by the Plan or Trust agreement to follow the
\ndirections of another named fiduciary, the two named fiduciaries shall not be
\ndeemed to have been assigned a shared responsibility, but the responsibility of
\nthe named fiduciary giving the directions shall be deemed his sole
\nresponsibility, and the responsibility of the named fiduciary receiving those
\ndirections shall be to follow them insofar as the instructions are on their face
\nproper under applicable law.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.2<\/p>\n<\/td>\n

<\/td>\n\n

The Company.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company shall be responsible for: (a) making Company Contributions; (b)
\ncertifying to the Trustee the names and specimen signatures of the members of
\nthe Committee acting from time to time; (c) keeping accurate books and records
\nwith respect to its Employees and the appropriate components of each Employee153s
\nCompensation and furnishing such data to the Committee; (d) selecting agents and
\nfiduciaries to operate and administer the Plan and Trust; (e) appointing an
\ninvestment manager if it determines that one should be appointed; and (f)
\nreviewing periodically the performance of such agents, managers, and
\nfiduciaries.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.3<\/p>\n<\/td>\n

<\/td>\n\n

The Trustee.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Trustee shall be responsible for: (a) the investment of the Trust Fund to
\nthe extent and in the manner provided in the Trust agreement; (b) the custody
\nand preservation of Trust assets delivered to it; and (c) the payment of such
\namounts from the Trust Fund as the Committee shall direct.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.4<\/p>\n<\/td>\n

<\/td>\n\n

The Committee : Plan Administrator.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The board of directors of Apache shall appoint an administrative Committee
\nconsisting of no fewer than three individuals who may be, but need not be,
\nParticipants, officers, directors, or Employees of the Company. If the board of
\ndirectors does not appoint a Committee, Apache shall act as the Committee under
\nthe Plan. The members of the Committee shall hold office at the pleasure of the
\nboard of directors and shall service without compensation. The Committee shall
\nbe the Plan153s “administrator” as defined in section 3(16)(A) of ERISA. It shall
\nbe responsible for establishing and implementing a funding policy consistent
\nwith the objectives of the Plan and with the requirements of ERISA. This
\nresponsibility shall include establishing (and revising as necessary) short-term
\nand long-term goals and requirements pertaining to the financial condition of
\nthe Plan, communicating such goals and requirements to the persons responsible
\nfor the various aspects of the Plan operations, and monitoring periodically the
\nimplementation of such goals and requirements. The Committee shall publish and
\nfile or cause to be published and filed or disclosed all reports and disclosures
\nrequired by federal or state laws.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.5<\/p>\n<\/td>\n

<\/td>\n\n

Committee to Construe Plan.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee shall administer the Plan and shall have all discretion, power,
\nand authority necessary for that purpose, including, but not by way of
\nlimitation, the full and absolute discretion and power to interpret the Plan, to
\ndetermine the eligibility, status, and rights of all individuals under the Plan,
\nand in general to decide any dispute and all questions arising in connection
\nwith the Plan. The Committee<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 28 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

shall direct the Trustee concerning all distributions from the Trust Fund, in
\naccordance with the provisions of the Plan, and shall have such other powers in
\nthe administration of the Trust Fund as may be conferred upon it by the Trust
\nagreement. The Committee shall maintain all Plan records except records of the
\nTrust Fund.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee may adjust the Account(s) of any Participant, in order to
\ncorrect errors and rectify omissions, in such manner as the Committee believes
\nwill best result in the equitable and nondiscriminatory administration of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n

\n

8.6<\/p>\n<\/td>\n

<\/td>\n\n

Organization of Committee.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Committee shall adopt such rules as it deems desirable for the conduct of
\nits affairs and for the administration of the Plan. It may appoint agents (who
\nneed not be members of the Committee) to whom it may delegate such powers as it
\ndeems appropriate, except that any dispute shall be determined by the Committee.
\nThe Committee may make its determinations with or without meetings. It may
\nauthorize one or more of its members or agents to sign instructions, notices and
\ndeterminations on its behalf. If a Committee decision or action affects a
\nrelatively small percentage of Plan Participants including a Committee member,
\nsuch Committee member shall not participate in the Committee decision or action.
\nThe action of a majority of the disinterested Committee members shall constitute
\nthe action of the Committee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.7<\/p>\n<\/td>\n

<\/td>\n\n

Agent for Process.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache153s Vice President, General Counsel, and Secretary shall be the agents
\nof the Plan for service of all process.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.8<\/p>\n<\/td>\n

<\/td>\n\n

Indemnification of Committee Members.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company shall indemnify and hold the members of the Committee, and each
\nof them, harmless from the effects and consequences of their acts, omissions,
\nand conduct in their official capacities, except to the extent that the effects
\nand consequences thereof shall result from their own willful misconduct, breach
\nof good faith, or gross negligence in the performance of their duties. The
\nforegoing right of indemnification shall not be exclusive of the rights to which
\neach such member may be entitled as a matter of law.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.9<\/p>\n<\/td>\n

<\/td>\n\n

Conclusiveness of Action.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Any action taken by the Committee on matters within the discretion of the
\nCommittee shall be conclusive, final and binding upon all participants in the
\nPlan and upon all persons claiming any rights hereunder, including alternate
\npayees and beneficiaries.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.10<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Expenses.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The members of the Committee shall serve without compensation but their
\nreasonable expenses shall be paid by the Company. The compensation or fees of
\naccountants, counsel, and other specialists and any other costs of administering
\nthe Plan or Trust Fund may be paid by the Company or Account Owners or may be
\ncharged to the Trust Fund, to the extent permissible under ERISA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE IX
\nTrust Agreement : Investments<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n
\n

9.1<\/p>\n<\/td>\n

<\/td>\n\n

Trust Agreement.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache has entered into a Trust agreement to provide for the holding,
\ninvestment, and administration of the funds of the Plan. The Trust agreement
\nshall be part of the Plan, and the rights and duties of any individual under the
\nPlan shall be subject to all terms and provisions of the Trust agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.2<\/p>\n<\/td>\n

<\/td>\n\n

Plan Expenses.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. Except as provided in subsection (b), (i) all taxes upon or
\nin respect of the Plan and Trust shall be paid out of Plan assets, and all
\nexpenses of administering the Plan and Trust shall be paid out of Plan assets,
\nto the extent permitted by law and to the extent such taxes and expenses are not
\npaid by the Company or an Account Owner, and (ii) the Committee shall have full
\ndiscretion to determine how each tax or expense that is not paid by the Company
\nshall be paid and the Committee shall have full discretion to determine how each
\ntax or expense that is paid out of Plan assets shall be allocated. No<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 29 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

fiduciary shall receive any compensation for services rendered to the Plan if
\nthe fiduciary is being compensated on a full time basis by the Company or an
\nAffiliated Entity.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Individual Expenses<\/u>. To the extent not paid by the Company or an
\nAccount Owner, all expenses of individually directed transactions, including
\nwithout limitation the Trustee153s transaction fee, brokerage commissions,
\ntransfer taxes, interest on insurance policy loans, and any taxes and penalties
\nthat may be imposed as a result of an individual153s investment direction, shall
\nbe assessed against the Account(s) of the Account Owner directing such
\ntransactions.<\/p>\n<\/td>\n<\/tr>\n

\n

9.3<\/p>\n<\/td>\n

<\/td>\n\n

Investments.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

\u00a7404(c) Plan<\/u>. The Plan is intended to be a plan described in ERISA
\n \u00a7404(c). To the extent that an Account Owner exercises control over the
\ninvestment of his Accounts, no person who is a fiduciary shall be liable for any
\nloss, or by reason of any breach, that is the direct and necessary result of the
\nAccount Owner153s exercise of control.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Directed Investments<\/u>. Accounts shall be invested, upon direction of
\neach Account Owner made in a manner acceptable to the Committee, in any one or
\nmore of a series of investment funds designated by the Committee or to the
\nextent permitted by the Committee in a brokerage arrangement. One or more such
\nfunds may, at the sole discretion of the Committee, consist primarily of shares
\nof Company Stock. In addition, Company Stock may be an available investment
\nalternative. If so directed by Account Owners, up to 100% of the Accounts under
\nthe Plan may be invested in Company Stock. To the extent that any Account is
\ninvested in Company Stock or in an investment funds consisting primarily of
\nCompany Stock, an Account Owner may sell such investment at any time, subject to
\nreasonable administrative delays and any blackout periods imposed by the
\nCommittee (including blackout periods that apply to particular Participants to
\nensure compliance with the securities laws). The funds available for investment
\nand the principal features thereof, including a general description of the
\ninvestment objectives, the risk and return characteristics, and the type and
\ndiversification of the investment portfolio of each fund, shall be communicated
\nto the Account Owners in the Plan from time to time. Any changes in such funds
\nshall be immediately communicated to all Account Owners.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Absence of Directions<\/u>. To the extent that an Account Owner fails to
\naffirmatively direct the investment of his Accounts, the Committee shall direct
\nthe Trustee in writing concerning the investment of such Accounts. The Committee
\nshall act by majority vote. Any dissenting member of the Committee shall, having
\nregistered his dissent in writing, thereafter cooperate to the extent necessary
\nto implement the decision of the Committee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Change in Investment Directions<\/u>. Account Owners may change their
\ninvestment directions, with respect to the investment of new contributions and
\nwith respect to the investment of existing amounts allocated to Accounts, on any
\nbusiness day, subject to any restrictions and limitations imposed by the
\nTrustee, investment funds, or brokerage arrangement. The Committee shall
\nestablish procedures for giving investment directions, which shall be in writing
\nand communicated to Account Owners.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE X
\nTermination and Amendment<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n
\n

10.1<\/p>\n<\/td>\n

<\/td>\n\n

Termination of Plan or Discontinuance of Contributions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache expects to continue the Plan indefinitely, but the continuance of the
\nPlan and the payment of contributions are not assumed as contractual
\nobligations. Apache may terminate the Plan or discontinue contributions at any
\ntime. Upon the termination of the Plan or the complete discontinuance of
\ncontributions, each Participant153s Accounts shall become fully vested. Upon the
\npartial termination of the Plan, the Accounts of all affected Participants shall
\nbecome fully vested. The only Participants who are affected by a partial
\ntermination are those whose employment with the Company or Affiliated Entity is
\nterminated as a result of the corporate event causing the partial termination;
\nEmployees terminated for cause and those who leave voluntarily are not affected
\nby a partial termination.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.2<\/p>\n<\/td>\n

<\/td>\n\n

Allocations upon Termination or Discontinuance of Company
\nContributions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Upon the termination or partial termination of the Plan or upon the complete
\ndiscontinuance of contributions, the Committee shall promptly notify the Trustee
\nof such termination or discontinuance. The Trustee shall<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 30 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

then determine, in the manner prescribed in section 4.2, the net worth of the
\nTrust Fund as of the close of the business day specified by the Committee. The
\nTrustee shall advise the Committee of any increase or decrease in such net worth
\nthat has occurred since the preceding Valuation Date. After crediting to the
\nParticipant Contributions Account of each Participant any amount contributed
\nsince the preceding Valuation Date, the Committee shall thereupon allocate, in
\nthe manner described in section 4.3, among the remaining Plan Accounts, in the
\nmanner described in Articles III, IV and V, any Company Contributions or
\nforfeitures occurring since the preceding Valuation Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.3<\/p>\n<\/td>\n

<\/td>\n\n

Procedure upon Termination of Plan or Discontinuance of Contributions.<\/u>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If the Plan has been terminated or partially terminated, or if a complete
\ndiscontinuance of contributions to the Plan has occurred, then after the
\nallocations required under section 10.2 have been completed, the Trustee shall
\ndistribute or transfer the Account(s) of affected Account Owners as follows.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

No Other Plan<\/u>. If the Company and Affiliated Entities are not treated,
\npursuant to the Treasury Regulations under Code \u00a7401(k), as maintaining another
\n“alternative defined contribution plan,” the Trustee shall distribute each
\nAccount Owner153s entire Account in a single payment, after complying with the
\nrequirements of section 6.7. For purposes of this section only, an “alternative
\ndefined contribution plan” means a defined contribution plan that is not an
\nemployee stock ownership plan within the meaning of Code \u00a74975(e)(7) or
\n \u00a7409(a)), a simplified employee pension within the meaning of Code \u00a7408(k), a
\nSIMPLE IRA within the meaning of Code \u00a7408(p), a plan or contract that satisfies
\nthe requirements of Code \u00a7403(b), or a plan described in Code \u00a7457(b) or
\n \u00a7457(f).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Other Plan Maintained<\/u>. If the Company and Affiliated Entities are
\ntreated, pursuant to the Treasury Regulations under Code
\n \u00a7401(k), as maintaining another “alternative defined contribution plan,” the
\nTrustee shall (i) distribute the Accounts of each non-Participant Account Owner
\nin a single payment, after complying with the requirements of section 6.7, and
\n(ii) transfer the Accounts of each Participant to an alternative defined
\ncontribution plan. All the rights, benefits, features, and distribution
\nrestrictions with respect to the transferred amounts shall continue to apply to
\nthe transferred amounts unless a change is permitted pursuant to applicable IRS
\nguidance of general applicability.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Form of Payment<\/u>. A transfer made pursuant to this section may be in
\ncash, in kind, or partly in cash and partly in kind. Any distribution made
\npursuant to this section may be in cash, in shares of Company Stock to the
\nextent an Account is invested in Company Stock, or partly in cash and partly in
\nshares of Company Stock. After all such distributions or transfers have been
\nmade, the Trustee shall be discharged from all obligation under the Trust; no
\nAccount Owner who has received any such distribution, or for whom any such
\ntransfer has been made, shall have any further right or claim under the Plan or
\nTrust.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
\n

10.4<\/p>\n<\/td>\n

<\/td>\n\n

Amendment by Apache.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Amendment<\/u>. Apache may at any time amend the Plan in any respect,
\nwithout prior notice, subject to the following limitations. No amendment shall
\nbe made that would have the effect of vesting in the Company any part of the
\nTrust Fund or of diverting any part of the Trust Fund to purposes other than for
\nthe exclusive benefit of Account Owners. The rights of any Account Owner with
\nrespect to contributions previously made shall not be adversely affected by any
\namendment. No amendment shall reduce or restrict, either directly or indirectly,
\nthe accrued benefit (within the meaning of Code \u00a7411(d)(6)) provided to any
\nAccount Owner before the amendment, except as permitted by the Code or IRS
\nguidance of general applicability.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Amendment to Vesting Schedule<\/u>. If the vesting schedule is amended, and
\nit has the potential to provide slower vesting for one or more Participants,
\neach such Participant with a three-year or longer Period of Service may elect to
\nhave his nonforfeitable percentage computed under the Plan without regard to
\nsuch amendment. The period during which the election may be made shall commence
\nwith the date the amendment is adopted and shall end on the latest of: (i) 60
\ndays after the amendment is adopted; (ii) 60 days after the amendment becomes
\neffective; or (iii) 60 days after the Participant is issued written notice of
\nthe amendment by the Company or Committee. Furthermore, no amendment shall
\ndecrease the nonforfeitable percentage, measured as of the later of the date the
\namendment is adopted or effective, of any Account Owner153s Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 31 of 48<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Procedure<\/u>. Each amendment shall be in writing. Each amendment shall be
\napproved by Apache153s board of directors or by an officer of Apache who has the
\nauthority to amend the Plan. Each amendment shall be executed by an officer of
\nApache who has the authority to execute the amendment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE XI
\nPlan Adoption by Affiliated Entities<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

11.1<\/p>\n<\/td>\n

<\/td>\n\n

Adoption of Plan.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache may permit any Affiliated Entity to adopt the Plan and Trust for its
\nEmployees. Thereafter, such Affiliated Entity shall deliver to the Trustee a
\ncertified copy of the resolutions or other documents evidencing its adoption of
\nthe Plan and Trust. The Employees of the Affiliated Entity adopting the Plan
\nshall not be eligible to invest their Accounts in Company Stock until compliance
\nwith the applicable registration and reporting requirements of the securities
\nlaws.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

11.2<\/p>\n<\/td>\n

<\/td>\n\n

Agent of Affiliated Entity.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By becoming a party to the Plan, each Affiliated Entity appoints Apache as
\nits agent with authority to act for the Affiliated Entity in all transactions in
\nwhich Apache believes such agency will facilitate the administration of the
\nPlan. Apache shall have the sole authority to amend and terminate the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

11.3<\/p>\n<\/td>\n

<\/td>\n\n

Disaffiliation and Withdrawal from Plan.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Disaffiliation<\/u>. Any Affiliated Entity that has adopted the Plan and
\nthereafter ceases for any reason to be an Affiliated Entity shall forthwith
\ncease to be a party to the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Withdrawal<\/u>. Any Affiliated Entity may, by appropriate action and
\nwritten notice thereof to Apache, provide for the discontinuance of its
\nparticipation in the Plan. Such withdrawal from the Plan shall not be effective
\nuntil the end of the Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n

11.4<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Disaffiliation or Withdrawal.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If at the time of disaffiliation or withdrawal, the disaffiliating or
\nwithdrawing entity, by appropriate action, adopts a substantially identical plan
\nthat provides for direct transfers from this Plan, then, as to Account Owners
\nassociated with such entity, no plan termination shall have occurred; the new
\nplan shall be deemed a continuation of this Plan for such Account Owners. In
\nsuch case, the Trustee shall transfer to the trustee of the new plan all of the
\nassets held for the benefit of Account Owners associated with the disaffiliating
\nor withdrawing entity, and no forfeitures or acceleration of vesting shall occur
\nsolely by reason of such action. Such payment shall operate as a complete
\ndischarge of the Trustee, and of all organizations except the disaffiliating or
\nwithdrawing entity, of all obligations under this Plan to Account Owners
\nassociated with the disaffiliating or withdrawing entity. A new plan shall not
\nbe deemed substantially identical to this Plan if it provides slower vesting
\nthan this Plan. Nothing in this section shall authorize the divesting of any
\nvested portion of a Participant153s Account(s).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

11.5<\/p>\n<\/td>\n

<\/td>\n\n

Actions upon Disaffiliation or Withdrawal.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Distribution or Transfer<\/u>. If an entity disaffiliates from Apache or
\nwithdraws from the Plan and the provisions of section 11.4 are not followed,
\nthen the following rules apply to the Account(s) of the Account Owners
\nassociated with the disaffiliating or withdrawing entity. The Account Owner153s
\nAccounts shall remain in this Plan until a distribution is processed under the
\nusual rules of Article VI, unless the disaffiliating or withdrawing entity
\nmaintains another qualified plan that accepts direct transfers from this Plan,
\nin which case the Committee may transfer the Account Owner153s Accounts to the
\ndisaffiliating or withdrawing entity153s plan without the consent of the Account
\nOwner.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Form of Transfer<\/u>. A transfer made pursuant to this section may be in
\ncash, in kind, or partly in cash and partly in kind. Any distribution made
\npursuant to this section may be in cash, in shares of Company Stock to the
\nextent an Account is invested in Company Stock, or partly in cash and partly in
\nshares of Company Stock. After such distribution or transfer has been made, no
\nAccount Owner who has received any such distribution, or for whom any such
\ntransfer has been made, shall have any further right or claim under the Plan or
\nTrust.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 32 of 48<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE XII
\nTop-Heavy Provisions<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

12.1<\/p>\n<\/td>\n

<\/td>\n\n

Application of Top-Heavy Provisions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The provisions of this Article XII shall be applicable only if the Plan
\nbecomes “top-heavy” as defined below for any Plan Year. If the Plan becomes
\n“top-heavy” for a Plan Year, the provisions of this Article XII shall apply to
\nthe Plan effective as of the first day of such Plan Year and shall continue to
\napply to the Plan until the Plan ceases to be “top-heavy” or until the Plan is
\nterminated or otherwise amended.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.2<\/p>\n<\/td>\n

<\/td>\n\n

Determination of Top-Heavy Status.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Plan shall be considered “top-heavy” for a Plan Year if, as of the last
\nday of the prior Plan Year, the aggregate of the Account balances (as calculated
\naccording to the regulations under Code \u00a7416) of Key Employees under this Plan
\n(and under all other plans required or permitted to be aggregated with this
\nPlan) exceeds 60% of the aggregate of the Account balances (as calculated
\naccording to the regulations under Code \u00a7416) in this Plan (and under all other
\nplans required or permitted to be aggregated with this Plan) of all current
\nEmployees and all former Employees who had performed services for Apache or an
\nAffiliated Entity within the one-year period ending on the last day of the prior
\nPlan Year. This ratio shall be referred to as the “top-heavy ratio”. For
\npurposes of determining the account balance of any Participant, (a) the balance
\nshall be determined as of the last day of the prior Plan Year, (b) the balance
\nshall also include any distributions to the Participant during the one-year
\nperiod ending on the last day of the prior Plan Year, and (c) the balance shall
\nalso include, for distributions made for a reason other than severance of
\nemployment or death or disability, any distributions to the Participant during
\nthe five-year period ending on the last day of the prior Plan Year. This shall
\nalso apply to distributions under a terminated plan that, if it had not been
\nterminated, would have been required to be included in an aggregation group. The
\nAccount balances of a Participant who had once been a Key Employee, but who is
\nnot a Key Employee during the Plan Year, shall not be taken into account. The
\nfollowing plans must be aggregated with this Plan for the top-heavy test: (a) a
\nqualified plan maintained by the Company or an Affiliated Entity in which a Key
\nEmployee participated during this Plan Year or during the previous four Plan
\nYears and (b) any other qualified plan maintained by the Company or an
\nAffiliated Entity that enables this Plan or any plan described in clause (a) to
\nmeet the requirements of Code \u00a7401(a)(4) or \u00a7410. The following plans may be
\naggregated with this Plan for the top-heavy test: any qualified plan maintained
\nby the Company or an Affiliated Entity that, in combination with the Plan or any
\nplan required to be aggregated with this Plan when testing this Plan for
\ntop-heaviness, would satisfy the requirements of Code \u00a7401(a)(4) and \u00a7410. If
\none or more of the plans required or permitted to be aggregated with this Plan
\nis a defined benefit plan, a Participant153s “account balance” shall equal the
\npresent value of the Participant153s accrued benefit. If the aggregation group
\nincludes more than one defined benefit plan, the same actuarial assumptions
\nshall be used with respect to each such defined benefit plan. The foregoing
\ntop-heavy ratio shall be computed in accordance with the provisions of Code
\n \u00a7416(g), together with the regulations and rulings thereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.3<\/p>\n<\/td>\n

<\/td>\n\n

Special Vesting Rule.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Unless section 5.1 provides for faster vesting, the amount credited to the
\nParticipant153s Company Contributions Account shall vest in accordance with the
\nfollowing schedule during any top-heavy Plan Year:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Period of Service<\/p>\n<\/td>\n

<\/td>\n\n

Vesting Percentage<\/p>\n<\/td>\n<\/tr>\n

\n

Less than 2 years<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 2 years, but less than 3 years<\/p>\n<\/td>\n

<\/td>\n\n

20%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 3 years, but less than 4 years<\/p>\n<\/td>\n

<\/td>\n\n

40%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 4 years, but less than 5 years<\/p>\n<\/td>\n

<\/td>\n\n

60%<\/p>\n<\/td>\n<\/tr>\n

\n

At least 5 years, but less than 6 years<\/p>\n<\/td>\n

<\/td>\n\n

80%<\/p>\n<\/td>\n<\/tr>\n

\n

6 or more years<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

12.4<\/p>\n<\/td>\n

<\/td>\n\n

Special Minimum Contribution.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Notwithstanding the provisions of section 3.1, in every top-heavy Plan Year,
\na minimum allocation is required for each Non-Key Employee who both (a)
\nperformed one or more hours of service as an Employee during the Plan Year as a
\nCovered Employee after satisfying the eligibility requirements of section 2.1,
\nand (b) was an Employee on the last day of the Plan Year. The minimum allocation
\nshall be a percentage of each<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 33 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Non-Key Employee153s Compensation. The percentage shall be the lesser of 3% or
\nthe largest percentage obtained for any Key Employee by dividing his Annual
\nAdditions (to this Plan and any other plan aggregated with this Plan) for the
\nPlan Year by his Compensation for the Plan Year. If the Participant participates
\nin both this Plan and the Apache Corporation Money Purchase Retirement Plan,
\nthen the Participant153s minimum allocation shall be provided in the Apache
\nCorporation Money Purchase Retirement Plan. If this minimum allocation is not
\notherwise satisfied for any Non-Key Employee, the Company shall contribute the
\nadditional amount needed to satisfy this requirement to such Non-Key Employee153s
\nCompany Contributions Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.5<\/p>\n<\/td>\n

<\/td>\n\n

Change in Top-Heavy Status.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If the Plan ceases to be a “top-heavy” plan as defined in this Article XII,
\nand if any change in the benefit structure, vesting schedule, or other component
\nof a Participant153s accrued benefit occurs as a result of such change in
\ntop-heavy status, the nonforfeitable portion of each Participant153s benefit
\nattributable to Company Contributions shall not be decreased as a result of such
\nchange. In addition, each Participant with at least a three-year Period of
\nService on the date of such change, may elect to have the nonforfeitable
\npercentage computed under the Plan without regard to such change in status. The
\nperiod during which the election may be made shall commence on the date the Plan
\nceases to be a top-heavy plan and shall end on the later of (a) 60 days after
\nthe change in status occurs, (b) 60 days after the change in status becomes
\neffective, or (c) 60 days after the Participant is issued written notice of the
\nchange by the Company or the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE XIII
\nMiscellaneous<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

13.1<\/p>\n<\/td>\n

<\/td>\n\n

Right to Dismiss Employees : No Employment Contract.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company and Affiliated Entities may terminate the employment of any
\nemployee as freely and with the same effect as if this Plan were not in
\nexistence. Participation in this Plan by an employee shall not constitute an
\nexpress or implied contract of employment between the Company or an Affiliated
\nEntity and the employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.2<\/p>\n<\/td>\n

<\/td>\n\n

Claims Procedure.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. Each claim for benefits shall be processed in accordance with
\nthe procedures that are established by the Committee. The procedures shall
\ncomply with the guidelines specified in this section. The Committee may delegate
\nits duties under this section.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Representatives<\/u>. A claimant may appoint a representative to act on his
\nbehalf. The Plan shall only recognize a representative if the Plan has received
\na written authorization signed by the claimant and on a form prescribed by the
\nCommittee, with the following exceptions. The Plan shall recognize a claimant153s
\nlegal representative, once the Plan is provided with documentation of such
\nrepresentation. If the claimant is a minor child, the Plan shall recognize the
\nclaimant153s parent or guardian as the claimant153s representative. Once an
\nauthorized representative is appointed, the Plan shall direct all information
\nand notification regarding the claim to the authorized representative and the
\nclaimant shall be copied on all notifications regarding decisions, unless the
\nclaimant provides specific written direction otherwise.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Extension of Deadlines<\/u>. The claimant may agree to an extension of any
\ndeadline that is mentioned in this section that applies to the Plan. The
\nCommittee or the relevant decision-maker may agree to an extension of any
\ndeadline that is mentioned in this section that applies to the claimant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Fees<\/u>. The Plan may not charge any fees to a claimant for utilizing the
\nclaims process described in this section.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Filing a Claim<\/u>. A claim is made when the claimant files a claim in
\naccordance with the procedures specified by the Committee. Any communication
\nregarding benefits that is not made in accordance with the Plan153s procedures
\nwill not be treated as a claim.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Initial Claims Decision<\/u>. The Plan shall decide a claim within a
\nreasonable time up to 90 days after receiving the claim. The Plan shall have a
\n90-day extension, but only if the Plan is unable to decide within 90 days for
\nreasons beyond its control, the Plan notifies the claimant of the special<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 34 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

circumstances requiring the need for the extension by the 90th day after
\nreceiving the claim, and the Plan notifies the claimant of the date by which the
\nPlan expects to make a decision.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

<\/td>\n\n

Notification of Initial Decision<\/u>. The Plan shall provide the claimant
\nwith written notification of the Plan153s full or partial denial of a claim,
\nreduction of a previously approved benefit, or termination of a benefit. The
\nnotification shall include a statement of the reason(s) for the decision;
\nreferences to the plan provision(s) on which the decision was based; a
\ndescription of any additional material or information necessary to perfect the
\nclaim and why such information is needed; a description of the procedures and
\ndeadlines for appeal; a description of the right to obtain information about the
\nappeal procedures; and a statement of the claimant153s right to sue.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

<\/td>\n\n

Appeal<\/u>. The claimant may appeal any adverse or partially adverse
\ndecision. To appeal, the claimant must follow the procedures specified by the
\nCommittee. The appeal must be filed within 60 days of the date the claimant
\nreceived notice of the initial decision. If the appeal is not timely and
\nproperly filed, the initial decision shall be the final decision of the Plan.
\nThe claimant may submit documents, written comments, and other information in
\nsupport of the appeal. The claimant shall be given reasonable access at no
\ncharge to, and copies of, all documents, records, and other relevant
\ninformation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Appellate Decision<\/u>. The Plan shall decide the appeal of a claim within
\na reasonable time of no more than 60 days from the date the Plan receives the
\nclaimant153s appeal. The 60-day deadline shall be extended by an additional 60
\ndays, but only if the Committee determines that special circumstances require an
\nextension, the Plan notifies the claimant of the special circumstances requiring
\nthe need for the extension by the 60th day after receiving the appeal, and the
\nPlan notifies the claimant of the date by which the Plan expects to make a
\ndecision. If an appeal is missing any information from the claimant that is
\nneeded to decide the appeal, the Plan shall notify the claimant of the missing
\ninformation and grant the claimant a reasonable period to provide the missing
\ninformation. If the missing information is not timely provided, the Plan shall
\ndeny the claim. If the missing information is timely provided, the 60-day
\ndeadline (or 120-day deadline with the extension) for the Plan to make its
\ndecision shall be increased by the length of time between the date the Plan
\nrequested the missing information and the date the Plan received it.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

<\/td>\n\n

Notification of Decision<\/u>. The Plan shall provide the claimant with
\nwritten notification of the Plan153s appellate decision (positive or adverse). The
\nnotification of any adverse or partially adverse decision shall include a
\nstatement of the reason(s) for the decision; reference to the plan provision(s)
\non which the decision was based; a statement of the claimant153s right to sue; and
\na statement that the claimant is entitled to receive, free of charge and upon
\nrequest, reasonable access to and copies of all documents, records, and other
\ninformation relevant to the claim.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

<\/td>\n\n

Limitations on Bringing Actions in Court<\/u>. Once an appellate decision
\nthat is adverse or partially adverse to the claimant has been made, the claimant
\nmay file suit in court only if he does so by the earlier of the following dates:
\n(i) the one-year anniversary of the date of the appellate decision, or (ii) the
\ndate on which the statute of limitations for such claim expires.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

<\/td>\n\n

Discretionary Authority<\/u>. The Committee shall have total discretionary
\nauthority to determine eligibility, status, and the rights of all individuals
\nunder the Plan and to construe any and all terms of the Plan.<\/p>\n<\/td>\n<\/tr>\n

\n

13.3<\/p>\n<\/td>\n

<\/td>\n\n

Source of Benefits.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

All benefits payable under the Plan shall be paid solely from the Trust Fund,
\nand the Company and Affiliated Entities assume no liability or responsibility
\ntherefor.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.4<\/p>\n<\/td>\n

<\/td>\n\n

Exclusive Benefit of Employees.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

It is the intention of the Company that no part of the Trust, other than as
\nprovided in sections 3.3, 9.2, and 13.9 and Article VII hereof and the Trust
\nAgreement, ever to be used for or diverted for purposes other than for the
\nexclusive benefit of Participants, Alternate Payees, and their beneficiaries,
\nand that this Plan shall be construed to follow the spirit and intent of the
\nCode and ERISA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 35 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

13.5<\/p>\n<\/td>\n

<\/td>\n\n

Forms of Notices.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Wherever provision is made in the Plan for the filing of any notice,
\nelection, or designation by a Participant, Spouse, Alternate Payee, or
\nbeneficiary, the action of such individual may be evidenced by the execution of
\nsuch form as the Committee may prescribe for the purpose. The Committee may also
\nprescribe alternate methods for filing any notice, election, or designation
\n(such as telephone voice-response or e-mail).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.6<\/p>\n<\/td>\n

<\/td>\n\n

Failure of Any Other Entity to Qualify.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If any entity adopts this Plan but fails to obtain or retain the
\nqualification of the Plan under the applicable provisions of the Code, such
\nentity shall withdraw from this Plan upon a determination by the Internal
\nRevenue Service that it has failed to obtain or retain such qualification.
\nWithin 30 days after the date of such determination, the assets of the Trust
\nFund held for the benefit of the Employees of such entity shall be separately
\naccounted for and disposed of in accordance with the Plan and Trust.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.7<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Adoption of the Plan.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company shall provide each of its Employees with notice of the adoption
\nof this Plan, notice of any amendments to the Plan, and notice of the salient
\nprovisions of the Plan prior to the end of the first Plan Year. A complete copy
\nof the Plan shall also be made available for inspection by Employees or any
\nother individual with an Account balance under the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.8<\/p>\n<\/td>\n

<\/td>\n\n

Plan Merger.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If this Plan is merged or consolidated with, or its assets or liabilities are
\ntransferred to, any other qualified plan of deferred compensation, each
\nParticipant shall be entitled to receive a benefit immediately after the merger,
\nconsolidation, or transfer that is equal to or greater than the benefit the
\nParticipant would have been entitled to receive immediately before the merger,
\nconsolidation, or transfer if this Plan had then been terminated.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.9<\/p>\n<\/td>\n

<\/td>\n\n

Inalienability of Benefits : Domestic Relations Orders.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. Except as provided in section 7.2, relating to Plan loans,
\nsubsection 6.1(d) relating to disclaimers, and subsections (b), (g), and (h)
\nbelow, no Account Owner shall have any right to assign, alienate, transfer, or
\nencumber his interest in any benefits under this Plan, nor shall such benefits
\nbe subject to any legal process to levy upon or attach the same for payment of
\nany claim against any such Account Owner.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

QDRO Exception<\/u>. Subsection (a) shall apply to the creation,
\nassignment, or recognition of a right to any benefit payable with respect to a
\nParticipant pursuant to a Domestic Relations Order unless such Domestic
\nRelations Order is a QDRO, in which case the Plan shall make payment of benefits
\nin accordance with the applicable requirements of any such QDRO.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

QDRO Requirements<\/u>. In order to be a QDRO, the Domestic Relations Order
\nmust satisfy the requirements of Code \u00a7414(p) and ERISA \u00a7206(d)(3). In
\nparticular, the Domestic Relations Order: (i) must specify the name and the last
\nknown mailing address of the Participant; (ii) must specify the name and mailing
\naddress of each Alternate Payee covered by the order; (iii) must specify either
\nthe amount or percentage of the Participant153s benefits to be paid by the Plan to
\neach such Alternate Payee, or the manner in which such amount or percentage is
\nto be determined; (iv) must specify the number of payments or period to which
\nsuch order applies; (v) must specify each plan to which such order applies; (vi)
\nmay not require the Plan to provide any type or form of benefit, or any option,
\nnot otherwise provided under the Plan, subject to the provisions of subsection
\n(f); (vii) may not require the Plan to provide increased benefits (determined on
\nthe basis of actuarial value); and (viii) may not require the payment of
\nbenefits to an Alternate Payee if such benefits have already been designated to
\nbe paid to another Alternate Payee under another order previously determined to
\nbe a QDRO.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

QDRO Payment Rules<\/u>. In the case of any payment before an Employee has
\nseparated from service, a Domestic Relations Order shall not be treated as
\nfailing to meet the requirements of subsection (c) solely because such order
\nrequires that payment of benefits be made to an Alternate Payee (i) on or after
\nthe dates specified in subsection (f), (ii) as if the Employee had retired on
\nthe date on which such payment is to begin under such order (but taking into
\naccount only the Account balance on such date), and (iii) in any form in which
\nsuch benefits may be paid under the Plan to the Employee. For purposes<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 36 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

of this subsection, the Account balance as of the date specified in the QDRO
\nshall be the vested portion of the Employee153s Account(s) on such date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

QDRO Review Procedures and Suspension of Benefits<\/u>. The Committee shall
\nestablish reasonable procedures to determine the qualified status of Domestic
\nRelations Orders and to administer distributions under QDROs. Such procedures
\nshall be in writing and shall permit an Alternate Payee to designate a
\nrepresentative to receive copies of notices. The Committee may temporarily
\nprevent the Participant from borrowing from his Accounts and shall temporarily
\nsuspend distributions and withdrawals from the Participant153s Accounts, except to
\nthe extent necessary to make the required minimum distributions under Code
\n \u00a7401(a)(9), when the Committee receives a Domestic Relations Order or a draft of
\nsuch an order that affects the Participant153s Accounts or when one or the
\nfollowing individuals informs the Committee, orally or in writing, that a QDRO
\nis in process or may be in process: the Participant, a prospective Alternate
\nPayee, or counsel for the Participant or a prospective Alternate Payee. The
\nCommittee shall promulgate reasonable and non-discriminatory rules regarding
\nsuch suspensions, including but not limited to how long such suspensions remain
\nin effect. The procedures may allow the Participant to borrow such amounts from
\nthe Plan, subject to the limits of Article VII, and the Participant to receive
\nsuch distributions and withdrawals from the Plan, subject to the rules of
\nArticles VI and VII, as are consented to in writing by all prospective Alternate
\nPayees identified in the Domestic Relations Order or, in the absence of a
\nDomestic Relations Order, as are consented to in writing by the prospective
\nAlternate Payee(s) who informed the Committee that a QDRO was in process or may
\nbe in process. When the Committee receives a Domestic Relations Order it shall
\npromptly notify the Participant and each Alternate Payee of such receipt and
\nprovide them with copies of the Plan153s procedures for determining the qualified
\nstatus of the order. Within a reasonable period after receipt of a Domestic
\nRelations Order, the Committee shall determine whether such order is a QDRO and
\nnotify the Participant and each Alternate Payee of such determination. During
\nany period in which the issue of whether a Domestic Relations Order is a QDRO is
\nbeing determined (by the Committee, by a court of competent jurisdiction, or
\notherwise), the Committee shall separately account for the amounts payable to
\nthe Alternate Payee if the order is determined to be a QDRO. If the order (or
\nmodification thereof) is determined to be a QDRO within 18 months after the date
\nthe first payment would have been required by such order, the Committee shall
\npay the amounts separately accounted for (plus any interest thereon) to the
\nindividual(s) entitled thereto. However, if the Committee determines that the
\norder is not a QDRO, or if the issue as to whether such order is a QDRO has not
\nbeen resolved within 18 months after the date of the first payment would have
\nbeen required by such order, then the Committee shall pay the amounts separately
\naccounted for (plus any interest thereon) to the individual(s) who would have
\nbeen entitled to such amounts if there had been no order. Any determination that
\nan order is a QDRO that is made after the close of the 18-month period shall be
\napplied prospectively only. If the Plan153s fiduciaries act in accordance with
\nfiduciary provision of ERISA in treating a Domestic Relations Order as being (or
\nnot being) a QDRO or in taking action in accordance with this subsection, then
\nthe Plan153s obligation to the Participant and each Alternate Payee shall be
\ndischarged to the extent of any payment made pursuant to the acts of such
\nfiduciaries.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Rights of Alternate Payee<\/u>. The Alternate Payee shall have the
\nfollowing rights under the Plan:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Single Payment<\/u>. The only form of payment available to an Alternate
\nPayee is a single payment of the distributable amount (measured at the time the
\npayment is processed). If the Alternate Payee is awarded more than the
\ndistributable amount, the Alternate Payee shall initially receive a distribution
\nof the distributable amount, with additional payments made as soon as
\nadministratively convenient after more of the amount awarded to the Alternate
\nPayee becomes distributable.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Timing of Distribution<\/u>. Subject to the limits imposed by this
\nparagraph, the Alternate Payee may choose (or the QDRO may specify) the date of
\nthe distribution. If the value of the nonforfeitable portion of an Alternate
\nPayee153s Account (ignoring any portion of the Participant153s Rollover Account that
\nwas assigned to the Alternate Payee) is $5,000 or less, the Alternate Payee
\nshall receive a single payment of the distributable amount as soon as
\npracticable (without the Alternate Payee153s consent), provided that the value is
\n$5,000 or less when the distribution is processed. Otherwise, the distribution
\nto the Alternate Payee may occur at any<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 37 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

time after the Committee determines that the Domestic Relations Order is a
\nQDRO and before the Participant153s Required Beginning Date (unless the order is
\ndetermined to be a QDRO after the Participant153s Required Beginning Date, in
\nwhich case the distribution to the Alternate Payee shall be made as soon as
\nadministratively practicable after the order is determined to be a QDRO).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Death of Alternate Payee<\/u>. The Alternate Payee may designate one or
\nmore beneficiaries, as specified in section 6.1. When the Alternate Payee dies,
\nthe Alternate Payee153s beneficiary shall receive a complete distribution of the
\ndistributable amount in a single payment as soon as administratively convenient.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Investing<\/u>. An Alternate Payee may direct the investment of his Account
\npursuant to section 9.3.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Claims<\/u>. The Alternate Payee may bring claims against the Plan pursuant
\nto section 13.2.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(g)<\/p>\n<\/td>\n

<\/td>\n\n

Exception for Misconduct towards the Plan<\/u>. Subsection (a) shall not
\napply to any offset of a Participant153s benefits against an amount that the
\nParticipant is ordered or required to pay to the Plan if the following
\nconditions are met.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

The order or requirement to pay must arise (A) under a judgment of conviction
\nfor a crime involving the Plan, (B) under a civil judgment (including a consent
\norder or decree) entered by a court in an action brought in connection with a
\nviolation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or
\n(iii) pursuant to a settlement agreement between the Secretary of Labor and the
\nParticipant, or a settlement agreement between the Pension Benefit Guaranty
\nCorporation and the Participant, in connection with a violation (or alleged
\nviolation) of part 4 of subtitle B of title I of ERISA by a fiduciary or any
\nother person.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

The judgment, order, decree, or settlement agreement must expressly provide
\nfor the offset of all or part of the amount ordered or required to be paid to
\nthe Plan against the Participant153s benefits provided under the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

To the extent that the survivor annuity requirements of Code \u00a7401(a)(11)
\napply with respect to distributions from the Plan to the Participant, if the
\nParticipant is married at the time at which the offset is to be made, (A) either
\nthe Participant153s Spouse must have already waived his right to a qualified
\npreretirement survivor annuity and a qualified joint and survivor annuity or the
\nParticipant153s Spouse must consent in writing to such offset with such consent
\nwitnessed by a notary public or representative of the Plan (or it is established
\nto the satisfaction of a Plan representative that such consent may not be
\nobtained by reason of circumstances described in Code \u00a7417(a)(2)(B)), or (B) the
\nParticipant153s Spouse is ordered or required in such judgment, order, decree, or
\nsettlement to pay an amount to the Plan in connection with a violation of part 4
\nof subtitle B of title I of ERISA, or (C) in such judgment, order, decree, or
\nsettlement, the Participant153s Spouse retains the right to receive a survivor
\nannuity under a qualified joint and survivor annuity pursuant to Code
\n \u00a7401(a)(11)(A)(i) and under a qualified preretirement survivor annuity provided
\npursuant to Code \u00a7401(a)(11)(A)(ii). The value of the Spouse153s survivor annuity
\nin subparagraph (C) shall be determined as if the Participant terminated
\nemployment on the date of the offset, there was no offset, the Plan permitted
\ncommencement of benefits only on or after Normal Retirement Age, the Plan
\nprovided only the “minimum-required qualified joint and survivor annuity,” and
\nthe amount of the qualified preretirement survivor annuity under the Plan is
\nequal to the amount of the survivor annuity payable under the “minimum-required
\nqualified joint and survivor annuity.” For purposes of this paragraph only, the
\n“minimum-required qualified joint and survivor annuity” is the qualified joint
\nand survivor annuity which is the actuarial equivalent of the Participant153s
\naccrued benefit (within the meaning of Code \u00a7411(a)(7)) and under which the
\nsurvivor annuity is 50% of the amount of the annuity which is payable during the
\njoint lives of the Participant and his Spouse.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

The Committee shall temporarily prevent the Account Owner from borrowing from
\nhis Accounts and shall temporarily suspend distributions and withdrawals from
\nhis Accounts, except to the extent necessary to make the required minimum
\ndistributions under Code \u00a7401(a)(9), when the Committee has reason to believe
\nthat the Plan may be entitled to an offset of the Participant153s benefits
\ndescribed in<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 38 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

this subsection. The Committee shall promulgate reasonable and
\nnon-discriminatory rules regarding such suspensions, including but not limited
\nto how long such suspensions remain in effect<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

<\/td>\n\n

Exception for Federal Liens<\/u>. Subsection (a) shall not apply to the
\nenforcement of a federal tax levy made pursuant to Code \u00a76331, the collection by
\nthe United States on a judgment resulting from an unpaid tax assessment, or any
\ndebt or obligation that is permitted to be collected from the Plan under federal
\nlaw (such as the Federal Debt Collection Procedures Act of 1977). The Committee
\nmay temporarily suspend distributions and withdrawals from an Account, except to
\nthe extent necessary to make the required minimum distributions under Code
\n \u00a7401(a)(9), when the Committee has reason to believe that such a federal tax
\nlevy or other obligation has or will be received. The Committee shall promulgate
\nreasonable and non-discriminatory rules regarding such suspensions, including
\nbut not limited to how long such suspensions remain in effect.<\/p>\n<\/td>\n<\/tr>\n

\n

13.10<\/p>\n<\/td>\n

<\/td>\n\n

Payments due Minors or Incapacitated Individuals.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If any individual entitled to payment under the Plan is a minor, the
\nCommittee shall cause the payment to be made to the custodian or representative
\nwho, under the state law of the minor153s domicile, is authorized to receive funds
\non behalf of the minor. If any individual entitled to payment under this Plan
\nhas been legally adjudicated to be mentally incompetent or incapacitated, the
\nCommittee shall cause the payment to be made to the custodian or representative
\nwho, under the state law of the incapacitated individual153s domicile, is
\nauthorized to receive funds on behalf of the incapacitated individual. Payments
\nmade pursuant to such power shall operate as a complete discharge of the Trust
\nFund, the Trustee, and the Committee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.11<\/p>\n<\/td>\n

<\/td>\n\n

Uniformity of Application.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The provisions of this Plan shall be applied in a uniform and
\nnon-discriminatory manner in accordance with rules adopted by the Committee,
\nwhich rules shall be systematically followed and consistently applied so that
\nall individuals similarly situated shall be treated alike.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.12<\/p>\n<\/td>\n

<\/td>\n\n

Disposition of Unclaimed Payments.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Each Participant, Alternate Payee, or beneficiary with an Account balance in
\nthis Plan must file with the Committee from time to time in writing his address,
\nthe address of each beneficiary (if applicable), and each change of address. Any
\ncommunication, statement, or notice addressed to such individual at the last
\naddress filed with the Committee (or if no address is filed with the Committee
\nthen at the last address as shown on the Company153s records) will be binding on
\nsuch individual for all purposes of the Plan. Neither the Committee nor the
\nTrustee shall be required to search for or locate any missing individual. If the
\nCommittee notifies an individual that he is entitled to a distribution and also
\nnotifies him that a failure to respond may result in a forfeiture of benefits,
\nand the individual fails to claim his benefits under the Plan or make his
\naddress known to the Committee within a reasonable period of time after the
\nnotification, then the benefits under the Plan of such individual shall be
\nforfeited. Any amount forfeited pursuant to this section shall be allocated
\npursuant to subsection 5.4(d). If the individual should later make a claim for
\nthis forfeited amount, the Company shall, if the Plan is still in existence,
\nmake a special contribution to the Plan equal to the forfeiture, and such amount
\nshall be distributed to the individual; if the Plan is not then in existence,
\nthe Company shall pay the amount of the forfeiture to the individual.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.13<\/p>\n<\/td>\n

<\/td>\n\n

Applicable Law.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This Plan shall be construed and regulated by ERISA, the Code, and, unless
\notherwise specified herein and to the extent applicable, the laws of the State
\nof Texas excluding any conflicts-of-law provisions.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE XIV
\nMatters Affecting Company Stock<\/strong><\/p>\n

\n\n\n\n\n\n
\n

14.1<\/p>\n<\/td>\n

<\/td>\n\n

Voting, Etc.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The shares of Company Stock in Accounts, whether or not vested, may be voted
\nby the Account Owner to the same extent as if duly registered in the Account
\nOwner153s name. The Trustee or its nominee in which the shares are registered
\nshall vote the shares solely as agent of the Account Owner and in accordance
\nwith the instructions of the Account Owner. If no instructions are received, the
\nTrustee shall vote the shares of Company Stock for which it has received no
\nvoting instructions in the same proportions as the Account<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 39 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Owners affirmatively directed their shares of Company Stock to be voted
\nunless the Trustee determines that a pro rata vote would be inconsistent with
\nits fiduciary duties under ERISA. If the Trustee makes such a determination, the
\nTrustee shall vote the Company Stock as it determines to be consistent with its
\nfiduciary duties under ERISA. Each Account Owner who has Company Stock allocated
\nto his Accounts shall direct the Trustee concerning the tender (as provided
\nbelow) and the exercise of any other rights appurtenant to the Company Stock.
\nThe Trustee shall follow the directions of the Account Owner with respect to the
\ntender.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.2<\/p>\n<\/td>\n

<\/td>\n\n

Notices.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache shall cause to be mailed or delivered to each Account Owner copies of
\nall notices and other communications sent to the Apache shareholders at the same
\ntimes so mailed or delivered by Apache to its other shareholders.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.3<\/p>\n<\/td>\n

<\/td>\n\n

Retention\/Sale of Company Stock and Other Securities.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Trustee is authorized and directed to retain the Company Stock and any
\nother Apache securities acquired by the Trust except as follows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

In the normal course of Plan administration, the Trustee shall sell Company
\nStock to satisfy Plan administration and distribution requirements as directed
\nby the Committee or in accordance with provisions of the Plan specifically
\nauthorizing such sales.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

In the event of a transaction involving the Company Stock evidenced by the
\nfiling of Schedule 14D-1 with the Securities and Exchange Commission (“SEC”) or
\nany other similar transaction by which any person or entity seeks to acquire
\nbeneficial ownership of 50% or more of the shares of Company Stock outstanding
\nand authorized to be issued from time to time under Apache153s articles of
\nincorporation (“tender offer”), the Trustee shall sell, convey, or transfer
\nCompany Stock pursuant to written instructions of Account Owners delivered to
\nthe Trustee in accordance with the following sections 14.4 through 14.15. For
\npurposes of such provisions, the term “filing date” means the date relevant
\ndocuments concerning a tender offer are filed with the SEC or, if such filing is
\nnot required, the date the Trustee receives actual notice that a tender offer
\nhas commenced.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

If Apache makes any distribution of Apache securities with respect to the
\nshares of Company Stock held in the Plan, other than additional shares of
\nCompany Stock (any such securities are hereafter referred to as “stock rights”),
\nthe Trustee shall sell, convey, transfer, or exercise such stock rights pursuant
\nto written instructions of Account Owners delivered to the Trustee in accordance
\nwith the following sections of this Article.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n

14.4<\/p>\n<\/td>\n

<\/td>\n\n

Tender Offers.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Allocated Stock<\/u>. In the event of any tender offer, each Account Owner
\nshall have the right to instruct the Trustee to tender any or all shares of
\nCompany Stock, whether or not vested, that are allocated to his Accounts under
\nthe Plan on or before the filing date. The Trustee shall follow the instructions
\nof the Account Owner. The Trustee shall not tender any Company Stock for which
\nno instructions are received.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Unallocated Stock<\/u>. The Trustee shall tender all shares of Company
\nStock that are not allocated to Accounts in the same proportion as the Account
\nOwners directed the tender of Company Stock allocated to their Accounts unless
\nthe Trustee determines that a pro rata tender would be inconsistent with its
\nfiduciary duties under ERISA. If the Trustee makes such a determination, the
\nTrustee shall tender or not tender the unallocated Company Stock as it
\ndetermines to be consistent with its fiduciary duties under ERISA.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Suspension of Share Purchases<\/u>. In the event of a tender offer, the
\nTrustee shall suspend all purchases of Company Stock pursuant to the Plan unless
\nthe Committee otherwise directs. Until the termination of such tender offer and
\npending such Committee direction, the Trustee shall invest available cash
\npursuant to the applicable provisions of the Plan and the Trust Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Temporary Suspension of Certain Cash Distributions<\/u>. Notwithstanding
\nanything in the Plan to the contrary, no option to receive cash in lieu of
\nCompany Stock shall be honored during the pendency of a tender offer unless the
\nCommittee otherwise directs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 40 of 48<\/p>\n

\n

\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

14.5<\/p>\n<\/td>\n

<\/td>\n\n

Stock Rights.<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/u>. If Apache makes a distribution of stock rights with respect
\nto the Company Stock held in the Plan and if the stock rights become exercisable
\nor transferable (the date on which the stock rights become exercisable or
\ntransferable shall be referred to as the “exercise date”), each Account Owner
\nshall determine whether to exercise the stock rights, sell the stock rights, or
\nhold the stock rights allocated to his Accounts. The provisions of this section
\nshall apply to all stock rights received with respect to Company Stock held in
\nAccounts, whether or not the Company Stock with respect to which the stock
\nrights were issued are vested.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Independent Fiduciary<\/u>. The Independent Fiduciary provided for in this
\nsection 14.15 below shall act with respect to the stock rights. All Account
\nOwner directions concerning the exercise or disposition of the stock rights
\nshall be given to the Independent Fiduciary, who shall have the sole
\nresponsibility of assuring that the Account Owners153 directions are followed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Exercise of Stock Rights<\/u>. If, on or after the exercise date, an
\nAccount Owner wishes to exercise all or a portion of the stock rights allocated
\nto his Accounts, the Independent Fiduciary shall follow the Account Owner153s
\ndirection to the extent that there is cash or other liquid assets available in
\nhis Accounts to exercise the stock rights. Notwithstanding any other provision
\nof the Plan, each Account Owner who has stock rights allocated to his Accounts
\nshall have a period of five business days following the exercise date in which
\nhe may give instructions to the Committee to liquidate any of the assets held in
\nhis Accounts (except shares of Company Stock or assets such as guaranteed
\ninvestment contracts or similar investments), but only if he does not have
\nsufficient cash or other liquid assets in his Accounts to exercise the stock
\nrights. The liquidation of any necessary investments pursuant to an Account
\nOwner153s direction shall be accomplished as soon as reasonably practicable,
\ntaking into account any timing restrictions with respect to the investment funds
\ninvolved. The cash obtained shall be used to exercise the stock rights, as the
\nAccount Owner directs. Any cash that is not so used shall be invested in a cash
\nequivalent until the next date on which the Account Owner may change his
\ninvestment directions under the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Sale of Stock Rights<\/u>. On and after the exercise date, the Independent
\nFiduciary shall sell all or a portion of the stock rights allocated to Accounts,
\nas the Account Owner shall direct.<\/p>\n<\/td>\n<\/tr>\n

\n

14.6<\/p>\n<\/td>\n

<\/td>\n\n

Other Rights Appurtenant to the Company Stock.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If there are any rights appurtenant to the Company Stock, other than voting,
\ntender, or stock rights, each Account Owner shall exercise or take other
\nappropriate action concerning such rights with respect to the Company Stock,
\nwhether or not vested, that is allocated to their Accounts in the same manner as
\nthe other holders of the Company Stock, by giving written instructions to the
\nTrustee. The Trustee shall follow all such instructions, but shall take no
\naction with respect to allocated Company Stock for which no instructions are
\nreceived. The Trustee shall exercise or take other appropriate action concerning
\nany such rights appurtenant to unallocated Company Stock.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.7<\/p>\n<\/td>\n

<\/td>\n\n

Information to Trustee.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Promptly after the filing date, the exercise date, or any other event that
\nrequires action with respect to the Company Stock, the Committee shall deliver
\nor cause to be delivered to the Trustee or the Independent Fiduciary, as
\nappropriate, a list of the names and addresses of Account Owners showing (i) the
\nnumber of shares of Company Stock allocated to each Account Owner153s Accounts
\nunder the Plan, (ii) each Account Owner153s pro rata portion of any unallocated
\nCompany Stock, and (iii) each Account Owner153s share of any stock rights
\ndistributed by Apache. The Committee shall date and certify the accuracy of such
\ninformation, and such information shall be updated periodically by the Committee
\nto reflect changes in the shares of Company Stock and other assets allocated to
\nAccounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.8<\/p>\n<\/td>\n

<\/td>\n\n

Information to Account Owners.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Trustee or the Independent Fiduciary, as appropriate, shall distribute
\nand\/or make available to each affected Account Owner the following materials:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

A copy of the description of the terms and conditions of any tender offer
\nfiled with the SEC on Schedule 14D-1, or any similar materials if such filing is
\nnot required, any material distributed to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 41 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

shareholders generally with respect to the stock rights, and any proxy
\nstatements and any other material distributed to shareholders generally with
\nrespect to any action to be taken with respect to the Company Stock.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

If requested by Apache, a statement from Apache153s management setting forth
\nits position with respect to a tender offer that is filed with the SEC on
\nSchedule 14D-9 and\/or a communication from Apache given pursuant to 17 C.F.R.
\n240.14d-9(e), or any similar materials if such filing or communications are not
\nrequired.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

An instruction form prepared by Apache and approved by the Trustee or the
\nIndependent Fiduciary, to be used by an Account Owner who wishes to instruct the
\nTrustee to tender Company Stock in response to the tender offer, to instruct the
\nIndependent Fiduciary to sell or exercise stock rights, or to instruct the
\nTrustee or Independent Fiduciary with respect to any other action to be taken
\nwith respect to the Company Stock. The instruction form shall state that (i) if
\nthe Account Owner fails to return an instruction form to the Trustee by the
\nindicated deadline, the Trustee will not tender any shares of Company Stock the
\nAccount Owner is otherwise entitled to tender, (ii) the Independent Fiduciary
\nwill not sell or exercise any right allocated to the Account except upon the
\nwritten direction of the Account Owner, (iii) the Trustee or Independent
\nFiduciary will not take any other action that the Account Owner could have
\ndirected, and (iv) Apache acknowledges and agrees to honor the confidentiality
\nof the Account Owner153s directions to the Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Such additional material or information as the Trustee or the Independent
\nFiduciary may consider necessary to assist the Account Owner in making an
\ninformed decision and in completing or delivering the instruction form (and any
\namendments thereto) to the Trustee or the Fiduciary on a timely basis.<\/p>\n<\/td>\n<\/tr>\n

\n

14.9<\/p>\n<\/td>\n

<\/td>\n\n

Expenses.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Trustee and the Independent Fiduciary shall have the right to require
\npayment in advance by Apache and the party making the tender offer of all
\nreasonably anticipated expenses of the Trustee and the Independent Fiduciary,
\nrespectively, in connection with the distribution of information to and the
\nprocessing of instructions received from Account Owners.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.10<\/p>\n<\/td>\n

<\/td>\n\n

Former Account Owners.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache shall furnish former Account Owners who have received distributions of
\nCompany Stock so recently as to not be shareholders of record with the
\ninformation furnished pursuant to section 14.8. The Trustee and the Independent
\nFiduciary are hereby authorized to take action with respect to the Company Stock
\ndistributed to such former Account Owners in accordance with appropriate
\ninstructions from them. If the Trustee does not receive appropriate
\ninstructions, it shall take no action with respect to the distributed Company
\nStock.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.11<\/p>\n<\/td>\n

<\/td>\n\n

No Recommendations.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Neither the Committee, the Committee Fiduciary, the Trustee, nor the
\nIndependent Fiduciary shall express any opinion or give any advice or
\nrecommendation to any Account Owner concerning voting the Company Stock, any
\ntender offer, stock rights, or the exercise of any other rights appurtenant to
\nthe Company Stock, nor shall they have any authority or responsibility to do so.
\nNeither the Trustee nor the Independent Fiduciary has any duty to monitor or
\npolice the party making a tender offer or Apache in promoting or resisting a
\ntender offer; provided, however, that if the Trustee or the Independent
\nFiduciary becomes aware of activity that on its face reasonably appears to the
\nTrustee or Independent Fiduciary to be materially false, misleading, or
\ncoercive, the Trustee or the Independent Fiduciary, as the case may be, shall
\npromptly demand that the offending party take appropriate corrective action. If
\nthe offending party fails or refuses to take appropriate corrective action, the
\nTrustee or the Independent Fiduciary, as the case may be, shall communicate with
\naffected Account Owners in such manner as it deems advisable.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.12<\/p>\n<\/td>\n

<\/td>\n\n

Trustee to Follow Instructions.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

So long as the Trustee and the Independent Fiduciary, as the case may be,
\nhave determined that the Plan is in compliance with ERISA \u00a7404(c), the Trustee
\nor the Independent Fiduciary shall tender, deal with stock rights, and act with
\nrespect to any other rights appurtenant to the Company Stock, pursuant to the
\nterms and conditions of the particular transaction or event, and in accordance
\nwith instructions received from Account Owners. Except for voting, the Trustee
\nor the Independent Fiduciary shall take<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 42 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

no action with respect to Company Stock, stock rights, or other appurtenant
\nrights for which no instructions are received, and such Company Stock, stock
\nrights, or other appurtenant rights shall be treated like all other Company
\nStock, stock rights, or other appurtenant rights for which no instructions are
\nreceived. The Trustee, or if an Independent Fiduciary has been appointed, the
\nIndependent Fiduciary, shall vote the allocated Company Stock that an Account
\nOwner does not vote as specified in section 14.1.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

If the Trustee or Independent Fiduciary determines that the Plan does not
\nsatisfy the requirements of ERISA \u00a7404(c), the Trustee or Independent Fiduciary
\nshall follow the instructions of the Account Owner with respect to voting,
\ntender, stock rights, or other rights appurtenant to the Company Stock unless
\nthe Trustee or Independent Fiduciary determines that to do so would be
\ninconsistent with its fiduciary duties under ERISA. In such case, the Trustee or
\nthe Independent Fiduciary shall take such action as it determines to be
\nconsistent with its fiduciary duties under ERISA.<\/p>\n<\/td>\n<\/tr>\n

\n

14.13<\/p>\n<\/td>\n

<\/td>\n\n

Confidentiality.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee shall designate one of its members (the “Committee Fiduciary”)
\nto receive investment directions and to transmit such directions to the Trustee
\nor Independent Fiduciary, as the case may be. The Committee Fiduciary shall also
\nreceive all Account Owner instructions concerning voting, tender, stock rights,
\nand other rights appurtenant to the Company Stock. The Committee Fiduciary shall
\ncommunicate the instructions to the Trustee or the Fiduciary, as appropriate.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Neither the Committee Fiduciary, the Trustee, nor the Independent Fiduciary
\nshall reveal or release any instructions received from Account Owners concerning
\nthe Company Stock to Apache, an Affiliated Entity, or the officers, directors,
\nemployees, agents, or representatives of Apache and Affiliated Entities, except
\nto the extent necessary to comply with Federal or state law not preempted by
\nERISA. If disclosure is required by Federal or state law, the information shall
\nbe disclosed to the extent possible in the aggregate rather than on an
\nindividual basis.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee Fiduciary shall be responsible for reviewing the
\nconfidentiality procedures from time to time to determine their adequacy. The
\nCommittee Fiduciary shall ensure that the confidentiality procedures are
\nfollowed. The Committee Fiduciary shall also ensure that the Independent
\nFiduciary provided for in section 14.15 is appointed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Apache, with the Trustee153s cooperation, shall take such action as is
\nnecessary to maintain the confidentiality of Account records including, without
\nlimitation, establishment of security systems and procedures which restrict
\naccess to Account records and retention of an independent agent to maintain such
\nrecords. If an independent recordkeeping agent is retained, such agent must
\nagree, as a condition of its retention by Apache, not to disclose the
\ncomposition of any Accounts to Apache, an Affiliated Entity or an officer,
\ndirector, employee, or representative of Apache or an Affiliated Entity.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Apache acknowledges and agrees to honor the confidentiality of the Account
\nOwners153 instructions to the Committee Fiduciary, the Trustee, and the
\nIndependent Fiduciary. If Apache, by its own act or omission, breaches the
\nconfidentiality of Account Owner instructions, Apache agrees to indemnify and
\nhold harmless the Committee Fiduciary, the Trustee, or the Independent
\nFiduciary, as the case may be, against and from all liabilities, claims and
\ndemands, damages, costs, and expenses, including reasonable attorneys153 fees,
\nthat the Committee Fiduciary, the Trustee, or the Independent Fiduciary may
\nincur as a result thereof.<\/p>\n<\/td>\n<\/tr>\n

\n

14.14<\/p>\n<\/td>\n

<\/td>\n\n

Investment of Proceeds.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If Company Stock or the rights are sold pursuant to the tender offer or the
\nprovisions of the rights, the proceeds of such sale shall be invested in
\naccordance with the provisions of the Plan and the Trust Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.15<\/p>\n<\/td>\n

<\/td>\n\n

Independent Fiduciary.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Apache shall appoint a fiduciary (the “Independent Fiduciary”) to act solely
\nwith respect to the Company Stock in situations which the Committee Fiduciary
\ndetermines involve a potential for undue influence by Apache in connection with
\nthe Company Stock and the exercise of any rights appurtenant to the Company
\nStock. If the Committee Fiduciary so determines, it shall give written notice to
\nthe Independent Fiduciary,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 43 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

which shall have sole responsibility for assuring that Account Owners receive
\nthe information necessary to make informed decisions concerning the Company
\nStock, are free from undue influence or coercion, and that their instructions
\nare followed to the extent proper under ERISA. The Independent Fiduciary shall
\nact until it receives written notice to the contrary from the Committee
\nFiduciary.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.16<\/p>\n<\/td>\n

<\/td>\n\n

Method of Communications.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Several provisions in this Article specify that various communications to or
\nfrom an Account Owner must be in writing. The Committee, the Committee
\nFiduciary, the Independent Fiduciary, the Company, and the Trustee, as
\nappropriate, shall each have full authority to treat other forms of
\ncommunication, such as electronic mail or telephone voice-response, as
\nsatisfying any “written” requirement specified in this Article, but only to the
\nextent permitted by the IRS, the Department of Labor, and the Securities
\nExchange Commission, as appropriate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE XV
\nUniformed Services Employment and Reemployment Rights Act of 1994<\/strong><\/p>\n

\n\n\n\n\n\n\n
\n

15.1<\/p>\n<\/td>\n

<\/td>\n\n

General.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Scope<\/u>. The Uniformed Services Employment and Reemployment Rights Act
\nof 1994 (the “USERRA”), which is codified at
\n38 USCA \u00a7 \u00a74301-4318, confers certain rights on individuals who leave civilian
\nemployment to perform certain services in the Armed Forces, the National Guard,
\nthe commissioned corps of the Public Health Service, or in any other category
\ndesignated by the President of the United States in time of war or emergency
\n(collectively, the “Uniformed Services”). An Employee who joins the Uniformed
\nServices shall be referred to as a “Serviceman” in this Article. This Article
\nshall be interpreted to provide such individuals with all the benefits required
\nby the USERRA but no greater benefits than those required by the USERRA. This
\nArticle shall supersede any contrary provisions in the remainder of the Plan.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Rights of Servicemen. When a Serviceman leaves the Uniformed Services, he may
\nhave reemployment rights with the Company or Affiliated Entities, depending on
\nmany factors, including the length of his stay in the Uniformed Services and the
\ntype of discharge he received. When this Article speaks of the date a
\nServiceman153s potential USERRA reemployment rights expire, it means the date on
\nwhich the Serviceman fails to qualify for reemployment rights (if, for example,
\nhe is dishonorably discharged, or, in general, remains in the Uniformed Services
\nfor more than 5 years) or, if the Serviceman obtains reemployment rights, the
\ndate his reemployment rights lapse because the Serviceman failed to timely
\nexercise those rights.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
\n

15.2<\/p>\n<\/td>\n

<\/td>\n\n

While a Serviceman.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

In general, a Serviceman shall be treated as an Employee while he continues
\nto receive wages or Differential Pay from the Company or an Affiliated Entity,
\nand once the Serviceman153s wages and Differential Pay from the Company or
\nAffiliated Entity cease, the Serviceman shall be treated as if he were on an
\napproved, unpaid leave of absence. For purposes of this Article, “Differential
\nPay” means the pay received by a Serviceman from Apache and Affiliated Entities,
\npursuant to their military leave policies, that is generally equal to the
\ndifference between his pay from the Armed Forces and his regular pay from Apache
\nand Affiliated Entities before his military leave began. Differential Pay must
\nalso come within the meaning of “differential wage payment” in Code \u00a73401(h)(2).
\nThe definition of “Compensation” in Article I shall include Differential Pay for
\nall purposes.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Participant Contributions<\/u>. For purposes of making Participant
\nContributions under section 3.2, if the Serviceman was a Covered Employee when
\nhe became a Serviceman, he shall continue to be treated as a Covered Employee
\nwhile he continues to receive wages or Differential Pay from the Company. As a
\nconsequence, (i) if he was a Covered Employee who had satisfied the requirements
\nof Article II when he became a Serviceman, he may continue to make Participant
\nContributions from his wages and Differential Pay from the Company, and (ii) if
\nhe had not satisfied the requirements of section 2.1 when he became a
\nServiceman, his service in the Uniformed Services shall be treated as service
\nwith the Company in determining when he will be able to begin making Participant
\nContributions under section 2.1, and if his wages or Differential Pay from the
\nCompany continue beyond that eligibility date, the Serviceman may begin to make
\nParticipant Contributions on such date. A Serviceman may<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 44 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

change his rate of contributions in the same manner as an Employee. A
\nServiceman153s Participant Contributions shall cease when his wages and
\nDifferential Pay from the Company cease.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Company Contributions. Wages and Differential Pay paid by the Company to a
\nServiceman shall be included in his Compensation as if the Serviceman were an
\nEmployee. A Serviceman153s Participant Contributions shall be matched according to
\nthe formula in paragraph 3.1(b)(i). If the Employee was a Covered Employee when
\nhe became a Serviceman and his wages or Differential Pay continue through the
\nlast business day of a Plan Year, then (i) the Serviceman shall be treated as an
\n“eligible Participant” under subsection 3.1(a) for that Plan Year (and shall
\ntherefore receive an allocation of any Company Discretionary Contribution); (ii)
\nthe Serviceman shall be treated as an “eligible Participant” under paragraph
\n3.1(b)(ii) for that Plan Year (and shall therefore receive an allocation of any
\nadditional match provided under such paragraph); (iii) if he was a Non-Highly
\nCompensated Employee when he became a Serviceman, he shall be eligible to
\nreceive an allocation of any QNECs and QMACs provided under subsections 3.7(c)
\nand 3.8(c); and (iv) he shall be treated as an Employee under subsection 12.4(a)
\n(and, if he is a Non-Key Employee, he shall therefore receive any minimum
\nrequired allocation if the Plan is top-heavy).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Investments. If the Serviceman has an account balance in the Plan, he is an
\nAccount Owner and may therefore direct the investment of his Accounts pursuant
\nto section 9.3 and Article XIV.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Loans. For purposes of borrowing from the Plan under Article VII, a
\nServiceman shall be treated as an Employee until the day on which his potential
\nUSERRA reemployment rights expire. If a Serviceman with an outstanding loan
\ncontinues to receive wages or Differential Pay from the Company or an Affiliated
\nEntity after joining the Uniformed Services, his loan payments shall continue to
\nbe deducted from those wages and Differential Pay. Once the Serviceman153s wages
\nand Differential Pay cease, his loan payments shall be suspended until the
\nearlier of (i) his reemployment with the Company or an Affiliated Entity or (ii)
\nthe day on which his potential USERRA reemployment rights expire. The Serviceman
\nmay repay all or part of his loan at any time during the suspension. During the
\npayment suspension, interest shall accrue on the unpaid balance of the loan. See
\nsubsections 15.3(b) and 15.4(c) for the resumption of loan payments for a
\nreemployed Serviceman, and subsection 15.3(a) for the timing of the loan153s
\ndefault if the Serviceman is not reemployed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Distributions and Withdrawals. For purposes of Article VI (relating to
\ndistributions and in-service withdrawals), the Serviceman shall be treated as an
\nEmployee until the day on which his potential USERRA reemployment rights expire,
\nwith one exception. The Serviceman shall be treated as having had a severance
\nfrom employment on the date he became a Serviceman with respect to any benefits
\naccrued from his Differential Pay; however, if the Serviceman takes such a
\ndistribution, his Participant Contributions [and any deemed Participant
\nContributions under subsection (h)] shall cease for six months from the date of
\nthe distribution.. See section 15.3 once his potential USERRA rights expire.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

QDROs. QDROs shall be processed while the Participant is a Serviceman. The
\nCommittee has the discretion to establish special procedures under subsection
\n13.9(e) for Servicemen, by, for example, extending the usual deadlines to
\naccommodate any practical difficulties encountered by the Serviceman that are
\nattributable to his service in the Uniformed Services.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

<\/td>\n\n

Rollovers. If the Serviceman was a Covered Employee when he became a
\nServiceman, the Serviceman may make Rollover Contributions pursuant to
\nsubsection 3.2(d) until the day on which his potential USERRA reemployment
\nrights expire.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

<\/td>\n\n

Death or Disability. If a Serviceman dies or becomes disabled while he is a
\nServiceman, his Account shall be fully vested. In addition, the Serviceman will
\nbe treated as if he had returned to active employment and then died or became
\ndisabled, with the result that he will receive the make-up contributions under
\nsubsections 15.4(e), 15.4(f), and 15.4(g), and to the extent those are based on
\nhis Participant Contributions, he shall be also treated as if he had continued
\nmaking Participant Contributions from his Deemed Compensation at the average
\nrate he actually made Participant Contributions during the 12 months (or, if
\nless his actual length of service with Apache and Affiliated Entities)
\nimmediately before he became a Serviceman.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 45 of 48<\/p>\n

\n

\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

15.3<\/p>\n<\/td>\n

<\/td>\n\n

Expiration of USERRA Reemployment Rights.<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Consequences<\/u>. If a Serviceman is not reemployed before his potential
\nUSERRA reemployment rights expire, the Committee shall determine his Termination
\nFrom Service Date by treating his service in the Uniformed Services as an
\napproved leave of absence but treating the expiration of his potential USERRA
\nreemployment rights as the failure to timely return from his leave of absence,
\nwith the consequence that his Termination From Service Date will generally be
\nthe date his potential USERRA rights expired. Once his Termination From Service
\nDate has been determined, the Committee shall determine his vested percentage.
\nFor purposes of Article VI (relating to distributions), the day the Serviceman153s
\npotential USERRA reemployment rights expired shall be treated as the day of his
\nTermination from Service. For purposes of subsection 5.4(b) (relating to the
\ntiming of forfeitures), the Serviceman153s last day of employment shall be the day
\nhis potential USERRA reemployment rights expired. If the Serviceman has an
\noutstanding loan from this Plan when his potential USERRA reemployment rights
\nexpire, his loan shall go into default on the last day of the calendar quarter
\nafter the calendar quarter in which his potential USERRA reemployment rights
\nexpired, unless, before the loan goes into default, he repays the loan or is
\nrehired pursuant to subsection (b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Rehire after Expiration of Reemployment Rights. If the Company or an
\nAffiliated Company hires a former Serviceman after his potential USERRA
\nreemployment rights have expired, he shall be treated like any other former
\nemployee who is rehired. If he had an outstanding loan and is reemployed before
\nthe loan goes into default pursuant to subsection (a), his loan payments shall
\nbe recalculated and the Company or Affiliated Entity shall immediately resume
\nwithholding the revised loan payments from his pay. The term of the loan when
\npayments resume shall be equal to the remaining term of the loan when payments
\nwere suspended.<\/p>\n<\/td>\n<\/tr>\n

\n

15.4<\/p>\n<\/td>\n

<\/td>\n\n

Return From Uniformed Service.<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This section applies solely to a Serviceman who returns to employment with
\nthe Company or an Affiliated Entity because he exercised his reemployment rights
\nunder the USERRA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Credit for Service<\/u>. A Serviceman153s length of time in the Uniformed
\nServices shall be treated as service with the Company for purposes of vesting
\nand determining his eligibility to participate in the Plan upon reemployment.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Participation. If the Serviceman satisfies the eligibility requirements of
\nsection 2.1 before his reemployment, and he is a Covered Employee upon his
\nreemployment, he may participate in the Plan immediately upon his return.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Loans. If the Serviceman153s loan payments were suspended under subsection
\n15.2(d) during his time in the Uniformed Services, his loan payments shall be
\nrecalculated and the Company or Affiliated Entity shall immediately resume
\nwithholding the revised loan payments from his pay. The term of the loan when
\npayments resume shall be equal to the remaining term of the loan when payments
\nwere suspended.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Make-Up Participant Contributions. In addition to his regular Participant
\nContributions, a returning Serviceman shall be permitted to make additional
\ncontributions up to the amount of Participant Contributions he could have made
\nif, instead of becoming a Serviceman, he had remained employed by the Company or
\nAffiliated Entity and been paid his Deemed Compensation during that time. See
\nsubsection (h) for guidance on applying the various limits contained in the Code
\nto the calculation of the maximum additional contribution the returning
\nServiceman may make. Such additional contributions may only be made within a
\nperiod that begins on his reemployment date and whose duration is the lesser of
\nfive years or three times his length of time in the Uniformed Services. The
\nadditional contributions shall be withheld from his Compensation pursuant to the
\nServiceman153s election. The Committee shall establish administrative procedures
\nfor such elections. The additional contributions shall be allocated to
\nParticipant Contributions Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Make-Up Match. For each additional contribution that the Serviceman
\ncontributes pursuant to subsection (d), the Company shall promptly contribute to
\nhis Accounts an additional matching contribution. The additional matching
\ncontribution shall be equal to the Company Matching Contribution (including
\nforfeitures treated as Company Matching Contributions) that he would have<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 46 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

received if (i) his additional contributions were Participant Contributions
\nmade during his time in the Uniformed Services, and (ii) he was paid his Deemed
\nCompensation during his time in the Uniformed Services. The Serviceman153s
\nadditional contributions shall be spread over the pay periods in which they
\ncould have occurred in such a way as to maximize the additional matching
\ncontribution. See subsection (h) for guidance on applying the various limits
\ncontained in the Code to the calculation of the additional matching
\ncontribution. The additional matching contribution shall be allocated to the
\nParticipant153s Company Contributions Account unless the additional matching
\ncontribution would have been designated a QMAC, in which case it shall be
\nallocated to his Participant Contributions Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Make-Up Company Discretionary Contribution. The Company shall contribute an
\nadditional contribution to a Serviceman153s Accounts equal to the Company
\nDiscretionary Contribution (including any forfeitures treated as Company
\nDiscretionary Contributions) that would have been allocated to such Accounts if
\nthe Serviceman had remained employed during his time in the Uniformed Services,
\nand had earned his Deemed Compensation during that time. See subsection (h) for
\nguidance on applying the various limits contained in the Code to the calculation
\nof the additional discretionary contribution. The additional discretionary
\ncontribution shall be allocated to the Participant153s Company Contributions
\nAccount unless the additional discretionary contribution would have been
\ndesignated a QNEC, in which case it shall be allocated to his Participant
\nContributions Account.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

<\/td>\n\n

Make-Up Miscellaneous Contributions. The Company shall contribute to the
\nServiceman153s Accounts any QNECs and QMACs that the Serviceman would have
\nreceived pursuant to subsection 3.7(c) or 3.8(c), and any top-heavy minimum
\ncontribution he would have received pursuant to section 12.4, (including any
\nforfeitures treated as QNECs, QMACs, or top-heavy minimum contributions) if he
\nhad remained employed during his time in the Uniformed Services, and had earned
\nDeemed Compensation during that time. See subsection (h) for guidance on
\napplying the various limits contained in the Code to the calculation of the
\nQNECs, QMACs, and top-heavy minimum contribution. These additional top-heavy
\nminimum contributions shall be allocated to Company Contributions Accounts. The
\nadditional QNECs and QMACs shall be allocated to Participant Contributions
\nAccounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

<\/td>\n\n

Application of Limitations<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

The make-up contributions under subsections (d), (e), (f), and (g) (the
\n“Make-Up Contributions”) shall be ignored for purposes of determining the
\nCompany153s maximum contribution under subsection 3.1(d), the limits on
\nParticipant Contributions under paragraphs 3.2(a)(ii) and 3.2(b)(ii), the limits
\non Annual Additions under section 3.4, the ADP test of section 3.5, the ACP test
\nof section 3.6, the non-discrimination requirements of Code \u00a7401(a)(4), and (if
\nthe Serviceman is a Key Employee) calculating the minimum required top-heavy
\ncontribution under section 12.4.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

In order to determine the maximum Make-Up Contributions, the following
\nlimitations shall apply.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

The Serviceman153s “Aggregate Compensation” for each year shall be calculated.
\nHis Aggregate Compensation shall be equal to his actual Compensation, plus his
\nDeemed Compensation that would have been paid during that year. Each type of
\nAggregate Compensation (for benefit purposes, deferral purposes, etc.) shall be
\ndetermined separately.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

The Serviceman153s Aggregate Compensation each Plan Year shall be limited to
\nthe dollar limit in effect for that Plan Year under Code \u00a7401(a)(17), for the
\npurposes and in the manner specified in subsection 1.14(f).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

<\/td>\n\n

The limits of subsection 3.1(d) (relating to the maximum contribution by the
\nCompany to the Plan) for each Plan Year shall be calculated by using the
\nServiceman153s Aggregate Compensation for that Plan Year, and by treating the
\nMake-Up Contributions that are attributable to that Plan Year153s Deemed
\nCompensation as having been made during that Plan Year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

<\/td>\n\n

The limits of paragraph 3.2(a)(ii) (relating to the maximum 401(k)
\nContributions) and paragraph 3.2(b)(ii) (relating to the maximum Catch-Up
\nContributions) for each calendar<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 47 of 48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

year shall be calculated by treating as 401(k) and Catch-Up Contributions his
\nadditional contributions pursuant to subsection (d) that are attributable to
\nthat calendar year153s Deemed Compensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(E)<\/p>\n<\/td>\n

<\/td>\n\n

The limits of section 3.4 (relating to the maximum Annual Additions to a
\nParticipant153s Accounts) shall be calculated for each Limitation Year by using
\nthe Serviceman153s Aggregate Compensation for that Limitation Year, and by
\ntreating as Annual Additions all the Make-Up Contributions that are attributable
\nto that Limitation Year153s Deemed Compensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(F)<\/p>\n<\/td>\n

<\/td>\n\n

The Serviceman153s maximum Make-Up Contributions shall not be limited by the
\nresults of the Plan153s ADP test or ACP test for any Plan Year in which the
\nServiceman has Deemed Compensation, even if the Serviceman is treated as a
\nHighly Compensated Employee (using his Aggregate Compensation) for that Plan
\nYear.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Deemed Compensation<\/u>. A Serviceman153s Deemed Compensation is the
\nCompensation that he would have received (including raises) had he remained
\nemployed by the Company or Affiliated Entity during his time in the Uniformed
\nServices, unless it is not reasonably certain what his Compensation would have
\nbeen, in which case his Deemed Compensation shall be based on his average rate
\nof compensation during the 12 months (or, if shorter, his period of employment
\nwith the Company and Affiliated Entities) immediately before he entered the
\nUniformed Services. A Serviceman153s Deemed Compensation shall be reduced by any
\nCompensation actually paid to him during his time in the Uniformed Services
\n(such as vacation pay, wages, and Differential Pay). Deemed Compensation shall
\ncease when the Serviceman153s potential USERRA reemployment rights expire. Each
\ntype of Deemed Compensation (for benefit purposes, deferral purposes, etc.)
\nshall be determined separately.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

APACHE CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ Margery M. Harris<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date: December 30, 2010<\/p>\n<\/td>\n

<\/td>\n\n

By: Margery M. Harris<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Vice President, Human Resources<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 6, 2010<\/p>\n

\n

Page 48 of 48<\/p>\n

\n

\n

APPENDIX A
\n<\/strong>
\n<\/strong>Participating Companies<\/strong><\/p>\n

\n

The following Affiliated Entities were actively participating in the Plan as
\nof the following dates:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Participation<\/p>\n<\/td>\n

<\/td>\n\n

Participation<\/p>\n<\/td>\n<\/tr>\n

\n

Business<\/p>\n<\/td>\n

<\/td>\n\n

Began As Of<\/p>\n<\/td>\n

<\/td>\n\n

Ended As Of<\/p>\n<\/td>\n<\/tr>\n

\n

Apache International, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

September 22, 1987<\/p>\n<\/td>\n

<\/td>\n\n

N\/A<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Apache Energy Resources Corporation (Known as Hadson Energy Resources
\nCorporation before January 1, 1995)<\/p>\n<\/td>\n

<\/td>\n\n

January 1, 1994<\/p>\n<\/td>\n

<\/td>\n\n

December 31, 1995<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Apache Canada Ltd.<\/p>\n<\/td>\n

<\/td>\n\n

May 17, 1995<\/p>\n<\/td>\n

<\/td>\n\n

N\/A<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

: END OF APPENDIX A :<\/strong><\/p>\n

\n

Prepared December 4, 2007<\/p>\n

\n

A-1<\/p>\n

\n

\n

APPENDIX B<\/strong><\/p>\n

\n

Hadson Energy Resources Corporation<\/strong><\/p>\n

\n

Introduction<\/strong><\/p>\n

\n

Apache acquired Hadson Energy Resources Corporation (“HERC”) as of November
\n12, 1993. HERC and its wholly owned subsidiary, Hadson Energy Limited (“HEL”),
\nmaintained the Hadson Energy Resources Corporation Employee 401(k) Plan (the
\n“HERC Plan”), a profit sharing plan containing a cash or deferred arrangement.
\nThe HERC Plan was terminated as of December 31, 1993, and amounts were
\ntransferred from the HERC Plan to this Plan.<\/p>\n<\/p>\n

The transferred amounts that are subject to the distribution restrictions of
\nCode \u00a7401(k) shall be placed in the Participant Contributions Accounts. Any
\nremaining transferred amounts that represent after-tax contributions, rollovers,
\nor the associated investment earnings shall be placed in the Rollover Account.
\nAll remaining transferred amounts shall be placed in the Company Contributions
\nAccount.<\/p>\n<\/p>\n

: END OF APPENDIX B :<\/strong><\/p>\n

\n

Prepared December 4, 2007<\/p>\n

\n

B-1<\/p>\n

\n

\n

APPENDIX C<\/strong><\/p>\n

\n

Corporate Transactions<\/strong><\/p>\n

\n

Over the years, Apache and its Affiliated Entities have engaged in numerous
\ncorporate transactions, both acquisitions and sales. This Appendix contains any
\nspecial provisions that apply to employees affected by the corporate
\ntransaction, including both those who become Employees and those who cease to be
\nEmployees.<\/p>\n<\/p>\n

Sales<\/u><\/strong><\/p>\n

\n

For an Employee who transferred to Natural Gas Clearinghouse (“NGC”) pursuant
\nto the terms of the Employee Benefits Agreement effective April 1, 1990 between
\nApache and NGC, a Period of Service shall be calculated by treating as
\nemployment with Apache any period(s) of employment after April 1, 1990 with NGC
\nor any business that is then treated as a single employer with NGC pursuant to
\nCode \u00a7414(b),
\n \u00a7414(c), \u00a7414(m), or \u00a7414(o).<\/p>\n<\/p>\n

Employees terminated in connection with the summer 1995 sale of certain
\nproperties to Citation 1994 Investment Limited Partnership are fully vested in
\ntheir Plan Accounts as of September 1, 1995.<\/p>\n<\/p>\n

An Employee who transferred to Producers Energy Marketing LLC (“ProEnergy”)
\nin the first half of 1996 is fully vested in his Plan Accounts as of the date of
\ntransfer. If such an individual becomes an Employee again, all new contributions
\nto his Plan Accounts shall vest according to the regular rules.<\/p>\n<\/p>\n

Acquisitions<\/u><\/strong><\/p>\n

\n

A Period of Service for vesting purposes for a New Employee (listed below)
\nshall be determined by treating all periods of employment with the Former
\nEmployer Controlled Group as periods of employment with Apache. The “Former
\nEmployer Controlled Group” means the Former Employer (listed below), its
\npredecessor company\/ies, and any business while such business was treated as a
\nsingle employer with the Former Employer or predecessor company pursuant to Code
\n \u00a7414(b), \u00a7414(c), \u00a7414(m), or \u00a7414(o).<\/p>\n<\/p>\n

[Remainder of Page Intentionally Left
\nBlank]<\/u><\/strong><\/p>\n

\n

Prepared December 4, 2007<\/p>\n

\n

C-1<\/p>\n

\n

\n

The following individuals are “New Employees” and the following companies are
\n“Former Employers”:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Former Employer<\/p>\n<\/td>\n

<\/td>\n\n

New Employees<\/p>\n<\/td>\n<\/tr>\n

\n

Amoco Production Company (“Amoco”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals who became an Employee of the Company pursuant to the
\nprovisions of the Stock Purchase Agreement effective June 30, 1991, between
\nAmoco Production Company, Apache, and others.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Hadson Energy Resources Corporation (“HERC”) and Hadson Energy Limited
\n(“HEL”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals employed by HERC or HEL on November 12, 1993.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Crystal Oil Company (“Crystal”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired from Crystal or related companies within a week of the
\nclosing date on an asset purchase that was originally scheduled to close on
\nDecember 31, 1994.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Texaco Exploration & Production, Inc. (“TEPI”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired from TEPI or related companies in late February and
\nearly March 1995 in connection with an acquisition of assets from TEPI at that
\ntime.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DEKALB Energy Company (“DEKALB”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals who became an employee of Apache on or after May 17, 1995 :
\ntheir Period of Service shall include any periods of employment with DEKALB
\nbefore May 17, 1995<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

The Phoenix Resource Companies, Inc. (“Phoenix”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired by Apache in 1996 who were Phoenix employees on May 20,
\n1996.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Crescendo Resources, L.P. (“Crescendo”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired from April 30, 2000 through June 1, 2000 from Crescendo
\nand related companies in connection with an April 30, 2000 asset acquisition
\nfrom Crescendo.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Collins & Ware (“C&W”) and Longhorn Disposal, Inc. (“Longhorn”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired from C&W and Longhorn and related companies in
\nconnection with a May 23, 2000 asset acquisition from C&W and Longhorn.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Occidental Petroleum Corporation (“Oxy”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired from Oxy and related companies in connection with an
\nAugust 2000 asset acquisition from an Oxy subsidiary.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Private company (“Private”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired in January 2003 from Private and related companies in
\nconnection with an asset acquisition of certain property in Louisiana effective
\nas of December 1, 2002.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Devon Energy Corporation (“Devon”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals hired on June 10, 2010 from Devon and related companies in
\nconnection with Apache153s acquisition of certain property on such date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Prepared December 4, 2007<\/p>\n

\n

C-2<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Former Employer<\/p>\n<\/td>\n

<\/td>\n\n

New Employees<\/p>\n<\/td>\n<\/tr>\n

\n

Mariner Energy, Inc. (“Mariner”)<\/p>\n<\/td>\n

<\/td>\n\n

All individuals who became Covered Employees on the date of the merger
\nbetween Apache and Mariner are New Employees. A New Employee shall be eligible
\nto make Participant Contributions from any Compensation paid after the date of
\nthe merger. The Company Matching Contribution for 2010 for a New Employee shall
\nbe based solely on his Compensation paid after the date of the merger and his
\nParticipant Contributions after the date of the merger, with the following
\nexception. A New Employee who makes the maximum possible Participant
\nContribution allowable under Code \u00a7402(g) during 2010, and who is an Employee on
\nthe last business day of 2010, will receive a Company Matching Contribution
\nequal to the greater of (a) the amount determined under the preceding sentence
\nand (b) the total match he would have received in both this Plan and the Mariner
\nEnergy Inc. Employee Capital Accumulation Plan if he contributed the same amount
\nfrom each paycheck during 2010, minus the match allocated to him in the Mariner
\nEnergy Inc. Employee Capital Accumulation Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

:END OF APPENDIX C:<\/strong><\/p>\n

\n

Prepared December 4, 2007<\/p>\n

\n

C-3<\/p>\n

\n

\n

APPENDIX D<\/strong><\/p>\n

\n

DEKALB Energy Company \/ Apache Canada Ltd.<\/strong>\n<\/p>\n

\n

Introduction<\/u><\/strong><\/p>\n

\n

Through a merger effective as of May 17, 1995, Apache then held 100% of the
\nstock of DEKALB Energy Company (which has been renamed Apache Canada Ltd.).
\nApache Canada Ltd. has adopted this Plan, and Apache has approved its adoption,
\nas of May 17, 1995, for the eligible employees of Apache Canada Ltd.<\/p>\n<\/p>\n

Capitalized terms in this Appendix have the same meanings as those given to
\nthem in the Plan. The regular terms of the Plan shall apply to the employees of
\nApache Canada Ltd., except as provided below.<\/p>\n<\/p>\n

Eligibility to Participate<\/u><\/strong><\/p>\n

\n

Notwithstanding the definition of “Covered Employee,” an employee of Apache
\nCanada Ltd. shall be a Covered Employee only if (1) he is either a U.S. citizen
\nor a U.S. resident, and (2) he was employed by Apache or another Company
\nimmediately before becoming an employee of Apache Canada Ltd.<\/p>\n<\/p>\n

Compensation<\/u><\/strong><\/p>\n

\n

If the payroll of the Apache Canada Ltd. employee is handled in the United
\nStates, then the definitions of Compensation in section 1.14 apply. To the
\nextent that the payroll of the Apache Canada Ltd. employee is handled outside of
\nthe United States, section 1.14 shall apply except that paragraph 1.14(a)(i)
\nshall be replaced by:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

For purposes of determining the limitation on Annual Additions under section
\n3.4, Compensation means the items specified in the safe-harbor definition in
\nTreasury Regulation \u00a71.415(c)-2(d)(2).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

: END OF APPENDIX D :<\/strong><\/p>\n

\n

Prepared December 4, 2007<\/p>\n

\n

D-1<\/p>\n

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