Amend.to Non-qualified Retirement/Savings Plan

EXHIBIT 10.24


Amendment
To
Non-Qualified Retirement/Savings Plan of Apache Corporation


Apache Corporation ("Apache") maintains the Non-Qualified Retirement/Savings Plan of Apache Corporation (the "Plan"). Pursuant to section 8.02 of the Plan, Apache has retained the right to amend the Plan. Apache hereby exercises that right, effective for distributions after January 1, 2004, to replace section 5.02(b) of the Plan in its entirety by the following.


(b) Form of Distribution.


(i) Alternatives. The Participant's vested Account shall
be distributed in a single payment unless the
Participant makes an effective election to receive
from two to ten annual installments.


(ii) Payout Election.


(A) Initial Election. Upon becoming a
Participant, an Employee may make a payout
election to have his vested Account paid out
in from two to ten annual installments. To
be effective, the Participant's initial
payout election must be made before, or
within 30 days after, his participation
begins. If the Participant does not make a
timely initial payout election, he shall be
treated as if he elected a single payment.


(B) Making a New Payout Election. A Participant
may change his payout election at any time,
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