Exhibit 4.6

NON-QUALIFIED STOCK OPTION AGREEMENT

      AGREEMENT (this “ Agreement ”) made as of November 10, 2010 (the “ Effective Date ”), between APACHE CORPORATION , a Delaware corporation (the “ Company ”), and ____________________ (“ Optionee ”).

     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“ Mariner ”), granted Optionee a non-qualified stock option to purchase Mariner’s common stock, par value $.0001 per share (the “ Mariner Stock Option ”), pursuant to a Non-Qualified Stock Option Agreement made as of March 11, 2005 (the “ Original Grant Date );

     WHEREAS, as of the Effective Date, the Mariner Stock Option was fully vested as to the number of shares covered thereby that remained unexercised (the “ Remaining Mariner Shares ”) at an exercise price of $14.00 per share (the “Mariner Exercise Price ”);

     WHEREAS, on the Effective Date, Mariner was merged with and into a wholly-owned subsidiary of the Company pursuant to an Agreement and Plan of Merger, executed April 14, 2010, as amended by Amendment No. 1 dated August 2, 2010, among the Company, Apache Deepwater LLC and Mariner (the “ Merger Agreement ”), and Optionee became an employee of the Company or a subsidiary of the Company (“ Subsidiary ”);

     WHEREAS, Section 1.7(a) of the Merger Agreement provides that the Mariner Stock Option be converted into an option to acquire __________________ shares of the Company’s common stock, par value $0.625 per share (“ Company Stock ”), which is equal to the Remaining Mariner Shares multiplied by 0.24347, with any fractional share decreased to the next whole number of shares, at an exercise price of $57.51 per share, which is equal to the Mariner Exercise Price divided by 0.24347, with any fraction of a cent increased to the next whole cent; and

     WHEREAS, this Agreement effects the conversion of the Mariner Stock Option into an option to acquire Company Stock on the terms and subject to the conditions hereof.

     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

     1.  Grant of Option . The Company hereby irrevocably grants to Optionee the right and option (“ Option ”) to purchase all or any part of the aggregate number of shares of Company Stock stated above on the terms and conditions set forth herein. This Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). Reference in this Agreement to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

     2.  Purchase Price . The purchase price of Company Stock purchased pursuant to the exercise of this Option shall be $57.51 per share.

     3.  Exercise of Option . Subject to further provisions of this Agreement and the earlier expiration of this Option as herein provided, this Option may be exercised, by contacting Fidelity Stock Plan Services, the Company’s Administrative Agent, at www.netbenefits.com or calling 1-800-544-9354, or delivering a written notice to the Office of the Secretary of the Company in a form satisfactory to the Committee (defined below), at any time and from time to time after the Effective Date. There is no minimum or maximum number of shares that must be purchased upon exercise of this Option. Instead, this Option may be exercised, at any time and from time to time, to purchase any number of Shares that are exercisable according to the provisions of this Agreement. As used in this Agreement, “ Committee ” shall mean the Stock Option Plan Committee of the Company’s Board of Directors.

     For purposes of the next sentence and subparts (a) through (d) thereof, references to the Company include the Company or any Affiliate (defined below). This Option may be exercised only while Optionee remains an employee of the Company and will terminate and cease to be exercisable upon Optionee’s termination of employment with the Company (which shall include termination as an employee or a director of the Company), except that:

     (a) Disability . If Optionee is entitled to benefits under Section 7(d) of the Employment Agreement between Mariner and Optionee, as in effect on November 9, 2010 (“ Employment Agreement ”) or, if the Employment Agreement has terminated, Optionee’s employment with the Company terminates by reason of a disability that entitles Optionee to benefits under the Company’s long-term disability plan, this Option may be exercised at any time during the one-year period following such termination by Optionee or by Optionee’s guardian or legal representative (or, if Optionee dies during such one-year period, by Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution).

     (b) Death . If Optionee dies while in the employ of the Company, subject to the further provisions of this Agreement, Optionee’s estate (or the person who acquires this Option by will or the laws of descent and distribution) may exercise this Option at any time during the one-year period following the date of Optionee’s death.

     (c) Termination by the Company other than for Cause or by Optionee for Good Reason . If Optionee’s employment with the Company is terminated by the Company for any reason other than for Cause (as defined below) or is terminated by Optionee for Good Reason (as defined below), this Option may be exercised, subject to the further provisions of this Agreement, at any time during the three month period following such termination by Optionee or by Optionee’s guardian or legal representative (or by Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of Optionee’s death if Optionee dies during such period).

     (d) Termination For Cause or other than for Good Reason . If Optionee’s employment with the Company is terminated by the Company for Cause or by Optionee other than for Good Reason, this Option shall immediately cease to be exercisable upon such termination and shall be cancelled automatically without payment.

     As used in this Agreement, “ Affiliate ” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

     As used in this Agreement, “ Cause ” shall have the meaning ascribed to such term in Optionee’s Employment Agreement, or if the Employment Agreement has terminated, shall mean Optionee’s (i) material failure to perform Optionee’s duties, (ii) conviction of or plea of nolo contendere for any felony or any misdemeanor involving moral turpitude, dishonesty, fraud or breach of trust, (iii) willful engagement in gross misconduct in the performance of Optionee’s duties, (iv) substance abuse, (v) misappropriation of funds, or (vi) disparagement of the Company or any Subsidiary or any of their respective managements or employees.

     As used in this Agreement, “ Good Reason ” shall have the meaning ascribed to such term in Optionee’s Employment Agreement, or if the Employment Agreement has terminated, shall mean (i) a material adverse change in the nature or scope of Optionee’s authorities, powers, duties and functions performed; (ii) a material reduction in Optionee’s base salary or in the cash bonus opportunities made available to Optionee, excluding opportunities under (A) any plan, program, arrangement or agreement providing for compensation in the form of overriding royalty interests or income from overriding royalty interests, (B) any equity-based compensation plans, programs, arrangements or agreements, including, but not limited to, stock options, and (C) 401(k) and profit-sharing plans; or (iii) Optionee’s permanent place of employment with the Company is changed to a location that is more than 50 miles from Optionee’s location prior to such change.

     4.  Term . Notwithstanding any of the foregoing, this Option shall not be exercisable in any event after the expiration of 10 years from the Original Grant Date.

     5.  Payment of Exercise Price . The purchase price of the shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including by check acceptable to the Company), (b) if the Shares are readily tradable on a national securities market or exchange, through a “cashless broker exercise” program approved in advance by the Company, (c) any other method approved by the Committee , including by certification or attestation to Fidelity Stock Plan Services or to the Office of the Secretary of the Company of a number of shares then owned by the Optionee and held by the Optionee for a period of at least six months prior to the date of such delivery having an aggregate Fair Market Value at the exercise date equal to the aggregate purchase price, or (d) any combination of the foregoing. Unless and until the shares as to which this Option is exercised have been represented by a book entry or a certificate(s) delivered by the Company or its transfer agent to Optionee, Optionee (or the person permitted to exercise this Option in the event of Optionee’s death) shall not be or have any of the rights or privileges of a stockholder of the Company with respect to such shares.

     As used in this Agreement, “ Fair Market Value ” shall mean, as of any applicable date, the per share closing price of the Company Stock as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System for a particular date or, if the Company Stock is not so listed on such date, as reported on NASDAQ or on such other exchange or electronic trading system which, on the date in question, reports the largest number of traded shares of Company Stock, provided , however , that if on the date Fair Market Value is to be determined there are no transactions in the Company Stock, Fair Market Value shall be determined as of the immediately preceding date on which there were transactions in the Company Stock; provided further , however , that if the foregoing provisions are not applicable, the fair market value of a share of the Company Stock as determined by the Committee by the reasonable application of such reasonable valuation method, consistently applied, as the Committee deems appropriate.

     6.  Withholding of Tax . To the extent that the exercise of this Option results in the receipt of compensation by Optionee with respect to which the Company or a Subsidiary has a tax withholding obligation pursuant to applicable law, Optionee shall either deliver to the Company or the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its withholding obligations under such applicable law or have the Company withhold a number of shares that would otherwise be delivered on exercise or vesting that have an aggregate Fair Market Value that does not exceed the amount of taxes to be withheld; provided, however, that if Optionee fails to satisfy the Company’s or the Subsidiary’s tax withholding obligations, the Company, in its sole discretion, may withhold a number of shares that would otherwise be delivered on exercise or vesting that have an aggregate Fair Market Value equal to the amount of taxes required to be withheld. No delivery of shares shall be made pursuant to the exercise of an Option under this Agreement until Optionee has paid or made arrangements approved by the Company or the Subsidiary to satisfy in full the applicable tax withholding requirements of the Company or Subsidiary.

     7.  Adjustments . In the event of a stock dividend or stock split with respect to shares of Company Stock, the number of shares subject to this Option, and the exercise price with respect to this Option automatically shall be proportionately adjusted, without action by the Committee. The Company shall notify the Optionee of such adjustment by electronic mail as soon as reasonably practicable after such event. No adjustment authorized by this paragraph shall be made by the Company in such manner that would cause or result in this Agreement or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.

     8.  Unusual Transactions or Events . In the event of any distribution (whether in the form of cash, shares of Company Stock, other securities, or other property), recapitalization, reorganization, merger, spin-off, split-off, split-up, consolidation, combination, repurchase, or exchange of shares or other securities of the Company, or other relevant corporate transaction or event or any unusual or nonrecurring transactions or events affecting the Company or any Affiliate of the Company, and whenever the Committee determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available with respect to this Option, to facilitate such transactions or events, the Committee shall take any one or more of the following actions, on such terms and conditions as

it deems appropriate in its sole discretion, in order to prevent such dilution or enlargement of benefits or potential benefits:

	(A)		To provide for either (i) the termination of this Option in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of this Option or realization of Optionee’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event the Committee determines in good faith that no amount would have been attained upon the exercise of this Option or realization of the Optionee’s rights, then this Option may be terminated by the Company without payment) or (ii) the replacement of this Option with other rights or property selected by the Committee in its sole discretion;
	(B)		To provide that this Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
	(C)		To make adjustments in the number and type of shares (or other securities or property) subject to this Option, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, this Option; and
	(D)		To provide that this Option shall be exercisable or payable or fully vested with respect to all shares covered hereby, notwithstanding anything to the contrary in this Agreement.

     9.  Restrictions . By accepting this grant, Optionee agrees that the shares which Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Optionee also agrees that (i) the book entry made (or the certificates, if any are issued) representing the shares purchased under this Option may bear such restriction, restrictions, legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares purchased under this Option on the transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares purchased under this Option.

     10.  Limitations Upon Transfer . All rights under this Agreement shall belong to Optionee alone and may not be transferred, assigned, pledged, or hypothecated by Optionee in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by Optionee to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

     11.  Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee.

     12.  Entire Agreement . This Agreement and the Employment Agreement constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Option. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

     13.  Modifications. Except as provided below, any modification of this Agreement shall be effective only if it is in writing and signed by both Optionee and an authorized officer of the Company; provided, however, that the Committee may waive any conditions or rights under, amend any terms of, or alter this Option, provided no change in this Option shall materially adversely affect the rights of Optionee without Optionee’s written consent. Notwithstanding the foregoing, with respect to any Option intended to qualify as performance-based compensation under Section 162(m) of the Code, no adjustment other than a payment upon Optionee’s death, disability or change in control of the Company, shall be authorized to the extent such adjustment would cause this Option to fail to so qualify.

     14.  Section 409A of the Code . Notwithstanding anything in this Agreement to the contrary, (i) if the Committee determines that the terms of this grant do not, in whole or in part, satisfy the requirements of Section 409A of the Code, the Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with such section and any regulations or guidance issued thereunder, and (ii) the Committee may make any amendment to this Option that it believes necessary to comply with any applicable law, including without limitation, Section 409A of the Code. This Option is intended to comply with (or be exempt from) Section 409A of the Code and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with such intent. This Agreement shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the requirements of Section 409A of the Code, to the extent applicable.

     15.  General Provisions .

     (a) No Right to Employment or Retention . The grant of this Option shall not be construed as giving Optionee the right to be retained in the employ of the Company or any Affiliate or under any other service contract with the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss Optionee from employment free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or any other agreement or contract between the Company or an Affiliate and Optionee. If Optionee’s employer was an Affiliate and ceases to be an Affiliate, Optionee shall be deemed to have terminated employment for purposes of this Agreement, unless specifically provided otherwise herein.

     (b) Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or this Option, or would disqualify this Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Option, such provision shall be stricken as to such jurisdiction, person or this Option and the remainder of this Option shall remain in full force and effect.

     (c) Other Laws . The Committee may refuse to issue or transfer any Shares or other consideration under this Option, if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation, and in such event, the Company shall promptly return to the Optionee (or other holder or beneficiary) any payment Optionee (or such other holder or beneficiary) tendered to the Company.

     (d) No Trust or Fund Created . This Option shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Optionee or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to this Option, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate.

     (e) No Fractional Shares . No fraction of a share shall be issuable or issued upon exercise of this Option

     16.  Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.

*****

Exhibit 4.7

NON-QUALIFIED STOCK OPTION AGREEMENT

      AGREEMENT (this “ Agreement ”) made as of November 10, 2010 (the “ Effective Date ”), between APACHE CORPORATION , a Delaware corporation (the “ Company ”), and ____________________ (“ Optionee ”).

     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“ Mariner ”), granted Optionee a non-qualified stock option to purchase Mariner’s common stock, par value $.0001 per share (the “ Mariner Stock Option ”), pursuant to a Non-Qualified Stock Option Agreement made as of __________, 2005 (the “ Original Grant Date );

     WHEREAS, as of the Effective Date, the Mariner Stock Option was fully vested as to the shares covered thereby that remain unexercised (the “ Remaining Mariner Shares ”) at an exercise price of $14.00 per share (the “Mariner Exercise Price ”);

     WHEREAS, on the Effective Date, Mariner was merged with and into a wholly-owned subsidiary of the Company pursuant to an Agreement and Plan of Merger, executed April 14, 2010, as amended by Amendment No. 1 dated August 2, 2010, among the Company, Apache Deepwater LLC and Mariner (the “ Merger Agreement ”), and Optionee became an employee of the Company or a subsidiary of the Company (“ Subsidiary ”);

     WHEREAS, Section 1.7(a) of the Merger Agreement provides that the Mariner Stock Option be converted into an option to acquire __________________ shares of the Company’s common stock, par value $0.625 per share (“ Company Stock ”), which is equal to the Remaining Mariner Shares multiplied by 0.24347, with any fractional share decreased to the next whole number of shares, at an exercise price of $57.51 per share, which is equal to the Mariner Exercise Price divided by 0.24347, with any fraction of a cent increased to the next whole cent; and

     WHEREAS, this Agreement effects the conversion of the Mariner Stock Option into an option to acquire Company Stock on the terms and subject to the conditions hereof.

     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

     1.  Grant of Option . The Company hereby irrevocably grants to Optionee the right and option (“ Option ”) to purchase all or any part of the aggregate number of shares of Company Stock stated above on the terms and conditions set forth herein. This Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). Reference in this Agreement to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

     2.  Purchase Price . The purchase price of Company Stock purchased pursuant to the exercise of this Option shall be $57.51 per share.

     3.  Exercise of Option . Subject to the further provisions of this Agreement and earlier expiration of this Option as herein provided, this Option may be exercised, by contacting Fidelity Stock Plan Services, the Company’s Administrative Agent, at www.netbenefits.com or calling 1-800-544-9354, or delivering a written notice to the Office of the Secretary of the Company in a form satisfactory to the Committee (defined below), at any time and from time to time after the Effective Date. There is no minimum or maximum number of shares that must be purchased upon exercise of this Option. Instead, this Option may be exercised, at any time and from time to time, to purchase any number of Shares that are exercisable according to the provisions of this Agreement. As used in this Agreement, “ Committee ” shall mean the Stock Option Plan Committee of the Company’s Board of Directors.

     For purposes of the next sentence and subparts (a) through (d) thereof, references to the Company include the Company or any Affiliate (defined below). This Option may be exercised only while Optionee remains an employee of the Company and will terminate and cease to be exercisable upon Optionee’s termination of employment with the Company (which shall include termination as an employee or a director of the Company), except that:

     (a) Disability . If Optionee’s employment with the Company terminates by reason of a disability that entitles Optionee to benefits under the Company’s long-term disability plan, this Option may be exercised at any time during the one-year period following such termination by Optionee or by Optionee’s guardian or legal representative (or, if Optionee dies during such one-year period, by Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution).

     (b) Death . If Optionee dies while in the employ of the Company, subject to the further provisions of this Agreement, Optionee’s estate (or the person who acquires this Option by will or the laws of descent and distribution) may exercise this Option at any time during the one-year period following the date of Optionee’s death.

     (c) Termination For Cause . If Optionee’s employment with the Company is terminated by the Company for Cause (as defined below), this Option shall immediately cease to be exercisable upon such termination and shall be cancelled automatically without payment. “ Cause ” shall mean Optionee’s (i) material failure to perform Optionee’s duties, (ii) conviction of or plea of nolo contendere for any felony or any misdemeanor involving moral turpitude, dishonesty, fraud or breach of trust, (iii) willful engagement in gross misconduct in the performance of Optionee’s duties, (iv) substance abuse, (v) misappropriation of funds, or (vi) disparagement of the Company or any Subsidiary or any of their respective managements or employees.

     (d) Other Termination . If Optionee’s employment with the Company is terminated for any reason other than as provided in paragraphs 3(a), (b) and (c) above, this Option may be exercised, subject to the further provisions of this Agreement, at any time during the three month period following such termination by Optionee or by Optionee’s guardian or legal representative (or by Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of Optionee’s death if Optionee dies during such period).

     As used in this Agreement, “ Affiliate ” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

     4.  Term . Notwithstanding any of the foregoing, this Option shall not be exercisable in any event after the expiration of 10 years from the Original Grant Date.

     5.  Payment of Exercise Price . The purchase price of the shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including by check acceptable to the Company), (b) if the Shares are readily tradable on a national securities market or exchange, through a “cashless broker exercise” program approved in advance by the Company, (c) any other method approved by the Committee , including by certification or attestation to Fidelity Stock Plan Services or to the Office of the Secretary of the Company of a number of shares then owned by the Optionee and held by the Optionee for a period of at least six months prior to the date of such delivery having an aggregate Fair Market Value at the exercise date equal to the aggregate purchase price, or (d) any combination of the foregoing. Unless and until the shares as to which this Option is exercised have been represented by a book entry or a certificate(s) delivered by the Company or its transfer agent to Optionee, Optionee (or the person permitted to exercise this Option in the event of Optionee’s death) shall not be or have any of the rights or privileges of a stockholder of the Company with respect to such shares.

     As used in this Agreement, “ Fair Market Value ” shall mean, as of any applicable date, the per share closing price of the Company Stock as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System for a particular date or, if the Company Stock is not so listed on such date, as reported on NASDAQ or on such other exchange or electronic trading system which, on the date in question, reports the largest number of traded shares of Company Stock, provided , however , that if on the date Fair Market Value is to be determined there are no transactions in the Company Stock, Fair Market Value shall be determined as of the immediately preceding date on which there were transactions in the Company Stock; provided further , however , that if the foregoing provisions are not applicable, the fair market value of a share of the Company Stock as determined by the Committee by the reasonable application of such reasonable valuation method, consistently applied, as the Committee deems appropriate.

     6.  Withholding of Tax . To the extent that the exercise of this Option results in the receipt of compensation by Optionee with respect to which the Company or a Subsidiary has a tax withholding obligation pursuant to applicable law, Optionee shall either deliver to the Company or the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its withholding obligations under such applicable law or have the Company withhold a number of shares that would otherwise be delivered on exercise or vesting that have an aggregate Fair Market Value that does not exceed the amount of taxes to be withheld;

provided , however , that if Optionee fails to satisfy the Company’s or the Subsidiary’s tax withholding obligations, the Company, in its sole discretion, may withhold a number of shares that would otherwise be delivered on exercise or vesting that have an aggregate Fair Market Value equal to the amount of taxes required to be withheld. No delivery of shares shall be made pursuant to the exercise of an Option under this Agreement until Optionee has paid or made arrangements approved by the Company or the Subsidiary to satisfy in full the applicable tax withholding requirements of the Company or Subsidiary.

     7.  Adjustments . In the event of a stock dividend or stock split with respect to shares of Company Stock, the number of shares subject to this Option, and the exercise price with respect to this Option automatically shall be proportionately adjusted, without action by the Committee. The Company shall notify the Optionee of such adjustment by electronic mail as soon as reasonably practicable after such event. No adjustment authorized by this paragraph shall be made by the Company in such manner that would cause or result in this Agreement or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.

     8.  Unusual Transactions or Events . In the event of any distribution (whether in the form of cash, shares of Company Stock, other securities, or other property), recapitalization, reorganization, merger, spin-off, split-off, split-up, consolidation, combination, repurchase, or exchange of shares or other securities of the Company, or other relevant corporate transaction or event or any unusual or nonrecurring transactions or events affecting the Company or any Affiliate of the Company, and whenever the Committee determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available with respect to this Option, to facilitate such transactions or events, the Committee shall take any one or more of the following actions, on such terms and conditions as it deems appropriate in its sole discretion, in order to prevent such dilution or enlargement of benefits or potential benefits:

	(A)		To provide for either (i) the termination of this Option in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of this Option or realization of Optionee’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event the Committee determines in good faith that no amount would have been attained upon the exercise of this Option or realization of the Optionee’s rights, then this Option may be terminated by the Company without payment) or (ii) the replacement of this Option with other rights or property selected by the Committee in its sole discretion;
	(B)		To provide that this Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

	(C)		To make adjustments in the number and type of shares (or other securities or property) subject to this Option, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, this Option; and
	(D)		To provide that this Option shall be exercisable or payable or fully vested with respect to all shares covered hereby, notwithstanding anything to the contrary in this Agreement.

     9.  Restrictions . By accepting this grant, Optionee agrees that the shares which Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Optionee also agrees that (i) the book entry made (or the certificates, if any are issued) representing the shares purchased under this Option may bear such restriction, restrictions, legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares purchased under this Option on the transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares purchased under this Option.

     10.  Limitations Upon Transfer . All rights under this Agreement shall belong to Optionee alone and may not be transferred, assigned, pledged, or hypothecated by Optionee in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by Optionee to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

     11.  Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee.

     12.  Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Option. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

     13.  Modifications. Except as provided below, any modification of this Agreement shall be effective only if it is in writing and signed by both Optionee and an authorized officer of the Company; provided, however, that the Committee may waive any conditions or rights under, amend any terms of, or alter this Option, provided no change in this Option shall materially adversely affect the rights of Optionee without Optionee’s written consent. Notwithstanding the foregoing, with respect to any Option intended to qualify as performance-based compensation under Section 162(m) of the Code, no adjustment other than a payment upon Optionee’s death, disability or change in control of the Company, shall be authorized to the extent such adjustment would cause this Option to fail to so qualify.

     14.  Section 409A of the Code . Notwithstanding anything in this Agreement to the contrary, (i) if the Committee determines that the terms of this grant do not, in whole or in part, satisfy the requirements of Section 409A of the Code, the Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with such section and any regulations or guidance issued thereunder, and (ii) the Committee may make any amendment to this Option that it believes necessary to comply with any applicable law, including without limitation, Section 409A of the Code. This Option is intended to comply with (or be exempt from) Section 409A of the Code and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with such intent. This Agreement shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the requirements of Section 409A of the Code, to the extent applicable.

     15.  General Provisions .

     (a) No Right to Employment or Retention . The grant of this Option shall not be construed as giving Optionee the right to be retained in the employ of the Company or any Affiliate or under any other service contract with the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss Optionee from employment free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or any other agreement or contract between the Company or an Affiliate and Optionee. If Optionee’s employer was an Affiliate and ceases to be an Affiliate, Optionee shall be deemed to have terminated employment for purposes of this Agreement, unless specifically provided otherwise herein.

     (b) Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or this Option, or would disqualify this Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Option, such provision shall be stricken as to such jurisdiction, person or this Option and the remainder of this Option shall remain in full force and effect.

     (c) Other Laws . The Committee may refuse to issue or transfer any Shares or other consideration under this Option, if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation, and in such event, the Company shall promptly return to the Optionee (or other holder or beneficiary) any payment Optionee (or such other holder or beneficiary) tendered to the Company.

     (d) No Trust or Fund Created . This Option shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Optionee or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant

to this Option, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate.

     (e) No Fractional Shares . No fraction of a share shall be issuable or issued upon exercise of this Option.

     16.  Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.

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Exhibit 4.8

NONSTATUTORY STOCK OPTION AGREEMENT

      AGREEMENT (this “ Agreement ”) made as of November 10, 2010 (the “ Effective Date ”), between APACHE CORPORATION , a Delaware corporation (the “ Company ”), and ____________________ (“ Optionee ”).

     WHEREAS, in 2006, Mariner Energy, Inc., a Delaware corporation (“ Mariner” ), granted Optionee a nonstatutory stock option to purchase Mariner’s common stock, par value $.0001 per share (the “ Mariner Stock Option ”), which replaced the unvested portion of an option granted to Optionee by Forest Oil Corporation, a New York corporation, pursuant to a Nonstatutory Stock Option Agreement made as of December 8, 2004 (the “ Original Grant Date ”) between Forest Oil Corporation and Optionee;

     WHEREAS, as of the Effective Date, the Mariner Stock Option was fully vested as to the number of shares covered thereby that remain unexercised (the “ Remaining Mariner Shares ”) at an exercise price of $11.59 per share (the “Mariner Exercise Price ”);

     WHEREAS, on the Effective Date, Mariner was merged with and into a wholly-owned subsidiary of the Company pursuant to an Agreement and Plan of Merger, executed April 14, 2010, as amended by Amendment No. 1 dated August 2, 2010, among the Company, Apache Deepwater LLC and Mariner (the “ Merger Agreement ”), and Optionee became an employee of the Company or a subsidiary of the Company;

     WHEREAS, Section 1.7(a) of the Merger Agreement provides that the Mariner Stock Option be converted into an option to acquire __________________ shares of the Company’s common stock, par value $.625 per share (“ Stock ”), which is equal to the Remaining Mariner Shares multiplied by 0.24347, with any fractional share decreased to the next whole number of shares, at an exercise price of $47.61 per share, which is equal to the Mariner Exercise Price divided by 0.24347, with any fraction of a cent increased to the next whole cent; and

     WHEREAS, this Agreement effects the conversion of the Mariner Stock Option into an option to acquire Stock on the terms and subject to the conditions hereof.

     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

     1.  Grant of Option . The Company hereby irrevocably grants to Optionee the right and option (“ Option ”) to purchase all or any part of the aggregate number of shares of Stock stated above on the terms and conditions set forth herein. This Option shall not be treated as an incentive stock option within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”). Reference in this Agreement to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

     2.  Purchase Price . The purchase price of Stock purchased pursuant to the exercise of this Option shall be $47.61 per share.

     3.  Exercise of Option . Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by contacting Fidelity Stock Plan Services, the Company’s Administrative Agent, at www.netbenefits.com or calling 1-800-544-9354, or delivering a written notice to the Office of the Secretary of the Company in a form satisfactory to the Committee (defined below) , at any time and from time to time after the Effective Date. As used in this Agreement, “ Committee ” shall mean the Stock Option Plan Committee of the Company’s Board of Directors.

     For purposes of the next sentence and subparts (a) through (d) thereof, references to the Company include the Company or any Affiliate (defined below). This Option may be exercised only while Optionee remains an employee of the Company and will terminate and cease to be exercisable upon Optionee’s termination of employment with the Company, except that:

          (a) Disability . If Optionee’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Optionee (or Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee) at any time during the period of one year following such termination.

          (b) Death . If Optionee dies while in the employ of the Company, Optionee’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee, may exercise this Option in full at any time during the period of one year following the date of Optionee’s death.

          (c) Retirement . If Optionee retires from the Company, this Option may be exercised in full by Optionee (or Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of such Optionee) at any time during the period of one year following such retirement. Solely for purposes of this Agreement, “retirement” means that Optionee’s employment with the Company has terminated upon or after Optionee has reached the age of (i) 65 years or (ii) 55 years if Optionee has been continuously employed by Forest or its Affiliates, Mariner or its Affiliates, and the Company for an aggregate of 15 years.

          (d) Other Termination . If Optionee’s employment with the Company terminates for any reason other than as described in (a), (b) or (c) above, unless such employment is terminated for cause, this Option may be exercised by Optionee at any time during the period of three months following such termination, or by Optionee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee) during a period of one year following Optionee’s death if Optionee dies during such three-month period. If Optionee’s employment with the Company is terminated for cause, then this Option will terminate and cease to be exercisable upon the date of such termination. As used in this paragraph, the term “cause” shall mean Optionee (i) has been convicted of a misdemeanor involving moral turpitude or of a felony, (ii) has engaged in gross

negligence or willful misconduct in the performance of the duties of Optionee’s employment, (iii) has willfully disregarded any written corporate policies established by the Company, or (iv) has materially breached any material provision of any written agreement between Optionee and the Company or any of its Affiliates.

     As used in this Agreement, “ Affiliate ” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

     This Option shall not be exercisable in any event after the expiration of ten years from the Original Grant Date. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by certification or attestation to Fidelity Stock Plan Services or to the Office of the Secretary of the Company of a number of shares then owned by the Optionee and held by the Optionee for a period of at least six months prior to the date of such delivery having an aggregate Fair Market Value at the exercise date equal to the aggregate purchase price., (c) if the Stock is readily tradable on a national securities market, through a “cashless-broker” exercise in accordance with a Company established policy or program for the same, or (d) any combination of the foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the exercise price thereof; rather, Optionee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. No cash in lieu of fractional shares shall be paid. Unless and until the shares acquirable upon exercise of this Option have been represented by a book-entry statement or a certificate(s) delivered by the Company or its transfer agent to Optionee, Optionee (or the person permitted to exercise this Option in the event of Optionee’s death) shall not be or have any of the rights or privileges of a stockholder of the Company with respect to such shares.

     As used in this Agreement, “Fair Market Value” shall mean, as of any applicable date, the per share closing price of the Stock as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System for a particular date or, if the Stock is not so listed on such date, as reported on NASDAQ or on such other exchange or electronic trading system which, on the date in question, reports the largest number of traded shares of Stock, provided , however , that if on the date Fair Market Value is to be determined there are no transactions in the Stock, Fair Market Value shall be determined as of the immediately preceding date on which there were transactions in the Stock; provided further , however , that if the foregoing provisions are not applicable, the fair market value of a share of the Stock as determined by the Committee by the reasonable application of such reasonable valuation method, consistently applied, as the Committee deems appropriate.

     4.  Withholding of Tax . The Company shall have the right to deduct in connection with this Option any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. To the extent that the exercise of this Option or the disposition of shares of Stock acquired by exercise of this Option results in compensation income or wages to Optionee for federal, state or local tax purposes, Optionee shall deliver to the Company at the time of such exercise or disposition such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations. Optionee may elect with respect to this Option to surrender or authorize the Company to withhold shares of Stock (valued at their Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld upon exercise of this Option. An election pursuant to the preceding sentence shall be referred to herein as a “ Stock Withholding Election .” All Stock Withholding Elections shall be made by written notice to Fidelity Stock Plan Services or to the Company’s Corporate Secretary. If Optionee is not a Section 16 Person (as hereinafter defined), Optionee may revoke such election by delivering to the Company’s Corporate Secretary (or such other designated officer or employee) written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of Stock (the “ Withholding Date ”). If Optionee is a Section 16 Person, the Stock Withholding Election must:

     (a) be irrevocable and made six months prior to the Withholding Date; or

     (b) (i) be approved by the Committee either before or after such election is made, (ii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (iii) be made more than six months after the Effective Date; or

     (c) be made in connection with (i) a delivery to the Company of shares of Stock owned by Optionee prior to the exercise of this Option to satisfy the portion of the tax required to be withheld with respect to those shares of Stock received by Optionee upon exercise of this Option for which payment of the purchase price was made to the Company in shares of Stock owned by Optionee prior to the exercise of this Option pursuant to Paragraph 3 hereof and (ii) the exercise of this Option more than six months after the Effective Date.

     If Optionee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if Optionee is not a Section 16 Person, Stock remuneration, including withholding any shares of Stock distributable to Optionee upon exercise of this Option) then or thereafter payable to Optionee any tax required to be withheld by reason of the exercise of this Option or the disposition of shares of Stock acquired by exercise of this Option. For purposes of this Agreement, the term “ Section 16 Person ” means an officer, director or affiliate of the Company or a former officer, director or affiliate of the Company who is subject to Section 16 of the Securities Exchange Act of 1934, as amended (“ 1934 Act ”).

     5.  Status of Stock . The Company shall not be obligated to issue any Stock pursuant to this Option at any time when the shares covered hereby have not been registered under the Securities Act of 1933, as amended (the “ 1933 Act ”), and such other state and federal laws, rules and regulations as the Committee deems applicable and, in the opinion of legal counsel for the

Company, there is no exemption from the registration requirements of such laws, rules and regulations available for the issuance and sale of such shares. The Company intends to register for issuance under the 1933 Act the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the 1933 Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the 1933 Act is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the 1933 Act is available upon an exercise of this Option, Optionee (or the person permitted to exercise this Option in the event of Optionee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws.

     Optionee agrees that the shares of Stock which Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Optionee also agrees that (i) the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

     6.  Recapitalization or Reorganization

          (a) No Effect on Right or Power . The existence of this Option shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of the Company or any Affiliate, any issue of debt or equity securities ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

          (b) Subdivision or Consolidation of Shares; Stock Dividends . The shares with respect to which this Option may be exercised are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of this Option, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which this Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the

purchase price per share shall be proportionately increased. Any fractional share resulting from such adjustment shall be rounded up to the next whole share.

          (c) Recapitalizations and Corporate Changes . If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock in respect of which this Option has not been exercised shall be adjusted so that this Option shall thereafter cover the number and class of shares of stock and securities to which Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, Optionee had been the holder of record of the number of shares of Stock then covered by this Option. If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 40% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors (defined below), the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “ Corporate Change ”), no later than (x) 10 days after the approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent or approval of Optionee, shall effect one or more of the following alternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Option, which alternatives may vary among individual holders of options or other derivative or other securities of the Company and which may vary among options or other derivative or other securities of the Company held by Optionee: (1) accelerate the time at which this Option may be exercised so that it may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date, this Option, to the extent theretofore not exercised, and all rights of Optionee in respect thereof shall terminate, (2) require the mandatory surrender to the Company by Optionee of this Option (irrespective of whether it then is exercisable) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel this Option and the Company shall pay (or cause to be paid) to Optionee an amount of cash per share equal to the excess, if any, of the Change of Control Value (as calculated in accordance with subparagraph (d) below) of the shares subject to this Option over the exercise price under this Option for such shares, or (3) make such adjustments to this Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to this Option), including, without limitation, adjusting this Option to provide that the number and class of shares of Stock covered by this Option shall be adjusted so that this Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as

determined by the Committee in its sole discretion. “Director” means an individual elected to the Board by the stockholders of the Company or by the Board under applicable corporate law who is serving on the Board on the Effective Date or is elected to the Board after such date.

          (d) Change of Control Value . For the purposes of clause (2) in Subparagraph (c) above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Options. In the event that the consideration offered to stockholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

          (e) Other Changes in the Stock . In the event of changes in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to the holders of Stock occurring after the Effective Date and not otherwise provided for by this Paragraph 6, this Option shall be subject to adjustment by the Committee at its sole discretion as to the number and price of shares of Stock or other consideration subject to this Option. In the event of any such change in the outstanding Stock or distribution to the holders of Stock, the aggregate number of shares available under this Option may be appropriately adjusted by the Committee, whose determination shall be conclusive.

          (f) Stockholder Action . Any adjustment provided for in the above Subparagraphs shall be subject to any required stockholder action.

          (g) No Adjustments unless Otherwise Provided . Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to this Option or the purchase price per share.

     7.  Employment Relationship . For purposes of this Agreement, Optionee shall be considered to be in the employment of the Company as long as Optionee remains an employee of either the Company, an Affiliate, or a corporation or a parent or subsidiary of such corporation assuming or substituting a new option for this Option. Without limiting the scope of the

preceding sentence, it is expressly provided that Optionee shall be considered to have terminated employment with the Company at the time of the termination of the “Affiliate” status of the entity or other organization that employs Optionee and the Company. Nothing contained in this Option shall (i) confer upon Optionee any right with respect to continuation of employment with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or any Affiliate to terminate his or her employment at any time. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee and its determination shall be final.

     8.  No Restriction on Corporate Action . Nothing contained herein shall be construed to prevent the Company or any Affiliate from taking any action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Option. Neither Optionee nor any other person shall have any claim against the Company or any Affiliate as a result of any such action.

     9.  Transfer Restrictions and Binding Effect . This Option and Optionee’s rights and duties under this Agreement shall not be transferable or delegable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the consent of the Committee. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee.

     10.  Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof; provided, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment or severance agreement between the Company (or an Affiliate) and the Optionee in effect on the date a determination is made under this Agreement. Without limiting the scope of the preceding sentence, (i) all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect, and (ii) this Agreement and this Option replace the Mariner Stock Option, and Optionee shall have no right or claim against the Company or its Affiliates in respect of the Mariner Stock Option. Any modification of this Agreement shall be effective only if it is in writing and signed by both Optionee and an authorized officer of the Company. Optionee acknowledges that the terms and conditions of this Option and Agreement, as may be amended from time to time, may not be identical to the terms and conditions of other options or derivative or other securities of the Company outstanding from time to time.

     11.  Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof, and applicable federal law.

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