Audit Committee procedures for reporting complaints regarding accounting matters

Procedures for the submission of complaints and concerns regarding accounting, internal accounting controls, or auditing matters

On or before the date of the 2004 annual meeting of the shareholders (the “Effective Date”) of Apache Corporation (the “Corporation”), Section 303A of the New York Stock Exchange’s Listed Company Manual requires the Audit Committee of the board of directors to establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters and (b) the submission by employees of the Corporation and others, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters.

In accordance with Section 303A, the Audit Committee has adopted the following procedures to be effective from and after the Effective Date:

1. All complaints regarding accounting, internal accounting controls, or auditing matters shall be in writing and shall be mailed, postage prepaid, to the Director of Internal Audit at the following address:
   
   Apache Corporation
   2000 Post Oak Boulevard
   Suite 100
   Houston, TX 77056
    
2. Any person may submit, on a confidential, anonymous basis if the person so desires, any concerns regarding questionable accounting or auditing matters by mail, postage prepaid, to the Corporation’s Director of Internal Audit at the address given above.
   
    
3. Complaints or concerns regarding Internal Audit may be directed to the Chief Executive Officer of the Corporation by mail, postage prepaid, to the Chief Executive Officer at the Corporation’s address given above. If a complaint involves both the CEO and the Internal Audit group, then the concern may be directed to the Audit Committee Chairman by mail, postage prepaid, to the Audit Committee Chairman c/o Corporate Secretary at the Corporation’s address given above.
   
    
4. Anonymity will be maintained for those complainants who do not disclose their identities.
   
    
5. Internal Audit (or the Chief Executive Officer, as the case may be) shall use reasonable efforts to protect the confidentiality of any complainant who makes a written request for confidentiality. However, information will not be withheld from the Chairman of the Board (unless he is personally accused), from the Chief Executive Officer (unless he is personally accused), from members of the Audit Committee, or from the Corporation’s legal counsel, and information may be disclosed by the Corporation under the direction of the Audit Committee to the extent required by law or deemed necessary by the Audit Committee or the Corporation’s legal counsel in order to complete an effective investigation.
   
    
6. Internal Audit shall consult the Chief Executive Officer, and, together, they shall make a recommendation to the Audit Committee regarding which complaints and concerns warrant investigation, but the Audit Committee shall make the decisions of whether and how to conduct an investigation.
   
    
7. The Audit Committee may direct or conduct such investigation as it deems appropriate, after consultation with the Chairman of the Board, the Chief Executive Officer, and the General Counsel of the Corporation. The Audit Committee may consult with outside counsel in making determinations pursuant to this policy.
   
    
8. The Corporation shall retain a record of the results of Audit Committee investigations of any such complaints or concerns for a period of not less than three years.
   
    
9. The Corporation does not permit retaliation of any kind against employees on account of complaints submitted hereunder that are made in good faith. Nothing in this policy is intended to limit the Corporation’s ability to terminate an employee for other causes, including, without limitation, violations of law or Corporation policy, and nothing in this policy will be interpreted to negate the Corporation’s policies regarding employment at will.