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EXHIBIT 10.25
AMENDMENT
TO
APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN
Apache Corporation ("Apache") maintains the Apache Corporation
Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the
Plan, Apache has retained the right to amend the Plan. Apache hereby exercises
that right by substituting the following Appendix G for the existing Appendix G
to the Plan, effective as of January 1, 1996.
Appendix G
Citation Oil & Gas
Introduction
Apache Corporation, MW Petroleum Corporation, and Apache Energy Resources
Corporation (collectively, "Apache Companies") and Citation 1994 Investment
Limited Partnership ("Citation 1994 Limited") entered into a certain purchase
and sale agreement entitled "Purchase and Sale Agreement by and between Apache
Corporation, MW Petroleum Corporation, and Apache Energy Resources Corporation
(Sellers) and Citation 1994 Investment Limited Partnership (Buyer)" whereby
Apache Companies sold certain properties to Citation 1994 Limited. In
connection with this transaction, Citation 1994 Limited, through its general
partner, Citation Oil & Gas Corporation ("Citation"), hired certain employees
of Apache effective September 1, 1995 ("Transferred Employees"). In connection
with this transaction, certain Apache employees were terminated by Apache, but
were not hired by Citation ("Terminated Employees").
This Appendix contains special provisions that apply to the Transferred
Employees and the Terminated Employees. Capitalized terms in this Appendix
have the same meanings as those given them in the Plan.
Vesting
The Accounts of the Transferred Employees and the Terminated Employees
shall be fully vested as of September 1, 1995.
Participation
Notwithstanding section 2.1, if a Transferred Employee is rehired by
Apache or any Affiliated Entity, the Transferred Employee shall be eligible to
begin to make Participant Before-Tax Contributions, and shall be eligible to
participate in the Plan with respect to the 6% Company Mandatory Contribution,
on the date he or she again becomes a Covered Employee. Notwithstanding
paragraph 3.1(b)(i), a sale of Company Stock from a Transferred Employee's
Accounts before he or she is rehired shall not, by itself, cause the
Transferred Employee's matching percentage to be less than 100%.
Distributions
While a Transferred Employee is employed by Citation or by any business
then treated as a single employer with Citation pursuant to Code section
414(b), 414(c), 414(m), or 414(o) (a "Current Citation Employee"), the Current
Citation Employee shall be treated as a Participant who has terminated
employment with Apache and Affiliated Entities for purposes of determining his
or her withdrawal options from his or her Company Contributions Account. A
Current Citation Employee shall be treated as an Employee for purposes of
determining his or her withdrawal options from his or her Participant Before-
Tax Contributions Account.
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Loans
A Current Citation Employee may borrow from the Plan pursuant to section
7.2 only if he or she is a party in interest (within the meaning of ERISA
section 3(14)) with respect to the Plan.
-- END OF APPENDIX G --
IN WITNESS WHEREOF, this Amendment has been executed the date set forth
below.
APACHE CORPORATION
By: /s/ Roger B. Rice
-----------------------------
Date: July 25, 1996 Its: Vice President
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AMENDMENT
TO
APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN
Apache Corporation ("Apache") maintains the Apache Corporation
Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the
Plan, Apache has retained the right to amend the Plan. Apache hereby exercises
that right by amending the Plan, by adding the following Appendix H to the
Plan, effective as of January 1, 1996.
Appendix H
Producers Energy Marketing
Introduction
Producers Energy Marketing LLC ("ProEnergy") was formed in 1995 to market
the production of Apache and other independent oil companies. Initially,
Apache owned approximately 57% of ProEnergy. Several employees of Apache were
transferred to ProEnergy between January 1, 1996 and March 31, 1996
("Transferred Employees").
This Appendix contains special provisions that apply only to the
Transferred Employees. Capitalized terms in this Appendix have the same
meanings as those given them in the Plan.
Vesting
The Accounts of each Transferred Employee shall be fully vested as of the
date he or she was transferred to ProEnergy. If a Transferred Employee is
rehired by Apache or an Affiliated Entity, a new Company Contributions Account
shall be established for all Company Matching Contributions (other than QMACs)
and all Company Mandatory Contributions (other than QNECs) that are made on
behalf of the Participant as of any date after his or her rehire by Apache or
an Affiliated Entity. Whenever any Participant becomes fully vested in two
separate Company Contributions Accounts, those Accounts shall be merged into
one Company Contributions Account.
Participation
Notwithstanding section 2.1, if a Transferred Employee is rehired by
Apache or any Affiliated Entity, the Transferred Employee shall be eligible to
begin to make Participant Before-Tax Contributions, and shall be eligible to
participate in the Plan with respect to the 6% Company Mandatory Contribution,
on the date he or she again becomes a Covered Employee. Notwithstanding
paragraph 3.1(b)(i), a sale of Company Stock from a Transferred Employee's
Accounts before he or she is rehired shall not, by itself, cause the
Transferred Employee's matching percentage to be less than 100%.
Transfer of Accounts
The Committee is authorized to transfer the Accounts of any or all
Transferred Employees, without the consent of any Transferred Employee,
directly to a plan sponsored by ProEnergy that is designed to satisfy the
requirements of Code section 401(a). The Committee is also authorized to
transfer the Accounts of any Participant who becomes employed by ProEnergy or
by any business then treated as a single employer with ProEnergy pursuant to
Code section 414(b), 414(c), 414(m), or 414(o). The following provisions
regarding loans and distributions from this Plan apply only until a
Participant's Accounts are transferred to ProEnergy's plan.
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Distributions
While a Transferred Employee is employed by ProEnergy or by any business
then treated as a single employer with ProEnergy pursuant to Code section
414(b), 414(c), 414(m), or 414(o) (a "Current ProEnergy Employee"), the Current
ProEnergy Employee shall be treated as a Participant who has terminated
employment with Apache and Affiliated Entities for purposes of determining his
or her withdrawal options from his or her Company Contributions Account. A
Current ProEnergy Employee shall be treated as an Employee for purposes of
determining his or her withdrawal options from his or her Participant
Before-Tax Contributions Account.
Loans
A Current ProEnergy Employee may borrow from the Plan pursuant to section
7.2 only if he or she is a party in interest (within the meaning of ERISA
section 3(14)) with respect to the Plan. (Note: a Current ProEnergy Employee
is a party-in-interest with respect to the Plan while Apache and Affiliated
Entities own, directly or indirectly, 50% or more of ProEnergy.)
Notwithstanding subsection 7.2(e), the loan repayments shall be not
accelerated, and the loan shall not be payable in full on the date the Borrower
ceases to be a party-in-interest, if the reason that the Borrower ceases to be
a party-in-interest is because Apache and Affiliated Entities decrease their
ownership of ProEnergy and its affiliated entities.
-- END OF APPENDIX H --
IN WITNESS WHEREOF, this Amendment has been executed the date set forth
below.
APACHE CORPORATION
By: /s/ Roger B. Rice
---------------------------
Date: July 25, 1996 Its: Vice President
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