S-8

As filed with the Securities and Exchange Commission on December 21, 2011

Registration No. 333 -            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Apache Corporation

(Exact name of registrant as specified in its charter)

Delaware	No. 41-0747868
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
2000 Post Oak Boulevard, Suite 100 Houston, Texas	77056-4400
(Address of principal executive offices)	(Zip Code)

APACHE CORPORATION

NON-QUALIFIED RESTORATIVE RETIREMENT SAVINGS PLAN

(Full title of the Plan)

P. Anthony Lannie

Executive Vice President and General Counsel

Apache Corporation

2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(Name and address of agent for service)

(713) 296-6000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered (3)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (3)
Deferred Compensation Obligations (2)	$35,000,000	N/A	$35,000,000	$4,011

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) The deferred compensation obligations are unsecured obligations of Apache Corporation to pay deferred compensation in the future in accordance with the terms of the Apache Corporation Non-Qualified Restorative Retirement Savings Plan.

(3) The proposed maximum aggregate offering price for the deferred compensation obligations was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.

INTRODUCTION

This registration statement on Form S-8 is being filed by the registrant, Apache Corporation (“Apache” or the “Registrant”), for the purpose of registering certain deferred compensation obligations (the “Deferred Compensation Obligations”), which are unsecured obligations of Apache to pay deferred compensation in the future in accordance with the terms of the Apache Corporation Non-Qualified Restorative Retirement Savings Plan. Apache is including the Deferred Compensation Obligations in this registration statement because of the uncertainty as to whether the Deferred Compensation Obligations would or should be considered “securities,” or be subject to registration, under the Securities Act of 1933, as amended (the “Securities Act”). The inclusion of the Deferred Compensation Obligations in this registration statement is not an admission by Apache that the Deferred Compensation Obligations are securities or are subject to the registration requirements of the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents incorporated by reference in Part II, Item 3 of this registration statement, which documents are incorporated by reference in the Section 10(a) prospectus being delivered to plan participants pursuant to Part I, Item 1 of Form S-8, shall be available to employees and plan participant’s upon request. The document(s) containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees participating in the Apache Corporation Non-Qualified Restorative Retirement Savings Plan as specified by Rule 428(b)(1) under the Securities Act. Apache shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, Apache shall furnish to employees and plan participants and the Commission or its staff a copy of any or all of the documents included in the file. Copies of the documents incorporated by reference in Part II, Item 3 of this registration statement and specified in Part I of Form S-8, may be obtained, without charge, by written or oral request to our Corporate Secretary, at our principal executive office, which is:

Apache Corporation

2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(713) 296-6000

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Apache with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Commission File No. 001-04300, are incorporated by reference into this Registration Statement:

(1) Annual Report on Form 10-K, as amended by Amendment No. 1 thereto on Form 10-K/A, for the year ended December 31, 2010, filed with the Commission on February 28, 2011 and April 7, 2011, respectively.

(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011, and September 30, 2011, filed with the Commission on May 9, 2011, August 8, 2011, and November 8, 2011, respectively.

(3) Current Reports on Form 8-K and Form 8-K/A, filed with the Commission on January 13, 2011, February 14, 2011, February 25, 2011, March 8, 2011, April 15, 2011, May 9, 2011, May 11, 2011, July 27, 2011, August 18, 2011, September 8, 2011, September 23, 2011, September 27, 2011, September 28, 2011, and November 4, 2011.

(4) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 and Item 7.01 on any Current Report on Form 8-K), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

The Apache Corporation Non-Qualified Restorative Retirement Savings Plan (the “Plan”) is a non-qualified plan established by Apache to provide eligible employees with deferred retirement benefits and is filed as Exhibit 4.7 hereto. The following summary is qualified in its entirety by reference to the Plan.

Apache will provide eligible employees of Apache with the opportunity to elect to defer on a pretax basis: (1) from 8% up to 50% of eligible compensation other than bonuses (“Eligible Compensation”) in 1% increments and (2) from 8% up to 75% of eligible bonus (“Eligible Bonus”) (to the extent it is payable in cash) for the year in 1% increments. The Plan is expected to become effective on January 1, 2012. Subject to certain conditions, in general, Apache may make discretionary matching contributions that match a participating employee’s contributions to the Plan once a participating employee’s contributions to the Apache 401(k) Savings Plan reach the IRS contribution limit in a given year, up to the first 8% of eligible compensation. Additionally, Apache will also contribute to the Plan of an eligible

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employee if the employer’s contribution under the Money Purchase Retirement Plan is reduced to comply with IRS contribution limits, up to 6% of the amount by which the employer’s contribution is reduced. A participating employee’s own contributions are immediately “vested” in the Plan, as well as earnings on those contributions. A participating employee will “vest” in employer contributions according to a schedule, with employer contributions and any associated earnings vesting fully upon five or more years of service with Apache, in addition to other vesting scenarios.

The Apache Corporation Retirement Plan Advisory Committee (the “Committee”) reserves the right to amend or terminate the Plan at any time.

The amount of compensation to be deferred by each participating employee (the “Account”) will be determined in accordance with the Plan based on elections by the participating employee, with a maximum deferral of up to 50% of Eligible Compensation and up to 75% of Eligible Bonus. Each Account and any vested employer contributions by Apache generally will be payable upon such participating employee’s termination of employment or death, unless deferred by the participating employee. Amounts in the Account will be credited with investment earnings or losses as if the participating employee’s account was invested in one or more alternatives, to be selected by the Committee. From time to time as determined by the Committee, a participating employee may determine the portion of his Account that is to be deemed invested in each alternative. Each Account is generally payable in cash, following a six month waiting period after termination of employment, in the form of a lump-sum distribution or in installments, at the election of the participating employee.

The Deferred Compensation Obligations, including the employer contributions, will be unsecured general obligations of Apache to pay the compensation deferred in accordance with the terms of the Plan, along with any interest deemed to accrue on the deferrals, and will rank equally with other unsecured and unsubordinated indebtedness of Apache from time to time outstanding. Apache has established a trust whose assets can be used to pay Deferred Compensation Obligations, but there is no requirement that this trust remains funded with enough assets to pay all benefits. If Apache becomes insolvent or is in bankruptcy proceedings, Apache’s general creditors will have access to the funds in the trust, and participating employees will be considered general creditors with respect to Plan benefits.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Apache’s Restated Certificate of Incorporation and Bylaws provide that, to the full extent permitted under the Delaware General Corporation Law, Apache’s directors shall not be personally liable for monetary damages. Apache’s Bylaws provide that Apache shall indemnify its officers, directors, employees and agents.

Section 145 of the Delaware General Corporation Law (the “DGCL”) , inter alia, authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, because such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful. Similar

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indemnity is authorized for such persons against expenses, including attorneys’ fees, actually and reasonably incurred in defense or settlement of any such pending, completed or threatened action or suit by or in the right of the corporation if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that, unless a court of competent jurisdiction otherwise provides, such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct.

Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him. Apache maintains policies insuring the officers and directors of Apache and its subsidiaries against specified liabilities for actions taken in their capacities as officers and directors, including liabilities under the Securities Act of 1933.

Article VII of Apache’s Bylaws provides, in substance, that directors, officers, employees and agents of Apache shall be indemnified to the extent permitted by Section 145 of the DGCL. Additionally, Article Seventeen of Apache’s Restated Certificate of Incorporation eliminates in specified circumstances the monetary liability of directors of Apache for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director:

• for a breach of the director’s duty of loyalty to Apache or its stockholders;

• for acts or omissions by the director not in good faith;

• for acts or omissions by a director involving intentional misconduct or a knowing violation of the law;

• under Section 174 of the DGCL, which relates to the declaration of dividends and purchase or redemption of shares in violation of the DDGCL; and

• for transactions from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

The following exhibits are filed herewith unless otherwise indicated:

Exhibit Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of Registrant, dated February 23, 2010, as filed with the Secretary of State of Delaware on February 23, 2010 (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for year ended December 31, 2009, SEC File No. 001-4300).
4.2	Certificate of Designations of the 6.00% Mandatory Convertible Preferred Stock, Series D (incorporated by reference to Exhibit 3.3 to Registrant’s Registration Statement on Form 8-A, dated July 29, 2010, SEC File No. 001-4300).
4.3	Bylaws of Registrant, as amended July 21, 2011 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed July 27, 2011, SEC File No. 001-4300).
4.4	Form of Certificate for Registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to Apache’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as filed with the Commission on May 10, 2004, Commission File No. 001-4300).
4.5	Rights Agreement, dated January 31, 1996, between Apache Corporation and Wells Fargo Bank, N.A. (as successor-in-interest to Norwest Bank Minnesota, N.A.), rights agent, relating to the declaration of a rights dividend to Registrant’s common shareholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Apache’s Registration Statement on Form 8-A, dated January 24, 1996, Commission File No. 001-4300).
4.6	Amendment No. 1, dated as of January 31, 2006, to the Rights Agreement dated as of December 31, 1996, between Apache Corporation, a Delaware corporation, and Wells Fargo Bank, N.A. (as successor-in-interest to Norwest Bank Minnesota, N.A.) (incorporated by reference to Exhibit 4.4 to Registrant’s Amendment No. 1 to Registration Statement on Form 8-A, dated January 31, 2006, Commission File No. 001-4300).
*4.7	Apache Corporation Non-Qualified Restorative Retirement Savings Plan.
*5.1	Opinion of Andrews Kurth LLP regarding legality of securities being registered.
*23.1	Consent of Ernst & Young LLP.
*23.2	Consent of Ryder Scott Company, L.P.
*23.3	Consent of Andrews Kurth LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page).

* Filed herewith

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Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on December 21, 2011.

APACHE CORPORATION
By:	/s/ G. Steven Farris
	G. Steven Farris,
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

The undersigned directors and officers of Apache Corporation do hereby constitute and appoint G. Steven Farris, Roger B. Plank, P. Anthony Lannie, and Thomas P. Chambers, and each of them, with full power of substitution, our true and lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any and all amendments (including post-effective amendments) to this Registration Statement; and each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/ G. Steven Farris G. Steven Farris	Director; Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	December 21, 2011
/s/ Thomas P. Chambers Thomas P. Chambers	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 21, 2011
/s/ Rebecca A. Hoyt Rebecca A. Hoyt	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	December 21, 2011

Signature	Title	Date
/s/ Frederick M. Bohen Frederick M. Bohen	Director	December 21, 2011
/s/ Randolph M. Ferlic Randolph M. Ferlic	Director	December 21, 2011
Eugene C. Fiedorek	Director
/s/ A. D. Frazier, Jr. A. D. Frazier, Jr.	Director	December 21, 2011
/s/ Patricia Albjerg Graham Patricia Albjerg Graham	Director	December 21, 2011
/s/ Scott D. Josey Scott D. Josey	Director	December 21, 2011
/s/ Chansoo Joung Chansoo Joung	Director	December 21, 2011
/s/ John A. Kocur John A. Kocur	Director	December 21, 2011
/s/ George D. Lawrence George D. Lawrence	Director	December 21, 2011
/s/ William C. Montgomery William C. Montgomery	Director	December 21, 2011
/s/ Rodman D. Patton Rodman D. Patton	Director	December 21, 2011
/s/ Charles J. Pitman Charles J. Pitman	Director	December 21, 2011

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of Registrant, dated February 23, 2010, as filed with the Secretary of State of Delaware on February 23, 2010 (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for year ended December 31, 2009, SEC File No. 001-4300).
4.2	Certificate of Designations of the 6.00% Mandatory Convertible Preferred Stock, Series D (incorporated by reference to Exhibit 3.3 to Registrant’s Registration Statement on Form 8-A, dated July 29, 2010, SEC File No. 001-4300).
4.3	Bylaws of Registrant, as amended July 21, 2011 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed July 27, 2011, SEC File No. 001-4300).
4.4	Form of Certificate for Registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to Apache’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as filed with the Commission on May 10, 2004, Commission File No. 001-4300).
4.5	Rights Agreement, dated January 31, 1996, between Apache Corporation and Wells Fargo Bank, N.A. (as successor-in-interest to Norwest Bank Minnesota, N.A.), rights agent, relating to the declaration of a rights dividend to Registrant’s common shareholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Apache’s Registration Statement on Form 8-A, dated January 24, 1996, Commission File No. 001-4300).
4.6	Amendment No. 1, dated as of January 31, 2006, to the Rights Agreement dated as of December 31, 1996, between Apache Corporation, a Delaware corporation, and Wells Fargo Bank, N.A. (as successor-in-interest to Norwest Bank Minnesota, N.A.) (incorporated by reference to Exhibit 4.4 to Registrant’s Amendment No. 1 to Registration Statement on Form 8-A, dated January 31, 2006, Commission File No. 001-4300).
*4.7	Apache Corporation Non-Qualified Restorative Retirement Savings Plan.
*5.1	Opinion of Andrews Kurth LLP regarding legality of securities being registered.
*23.1	Consent of Ernst & Young LLP.
*23.2	Consent of Ryder Scott Company, L.P.
*23.3	Consent of Andrews Kurth LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page).

* Filed herewith

EX-4.7

Exhibit 4.7

APACHE CORPORATION

NON-QUALIFIED RESTORATIVE

RETIREMENT SAVINGS PLAN

Effective as of January 1, 2012

Table of Contents

Article I Definitions	4
1.01 Account	4
1.02 Affiliated Entity	4
1.03 Apache	4
1.04 Beneficiary	4
1.05 Change of Control	4
1.06 Code	5
1.07 Committee	5
1.08 Company	5
1.09 Company Deferrals	5
1.10 Compensation	5
1.11 Employee	6
1.12 Enrollment Agreement	6
1.13 ERISA	7
1.14 Non-Qualified Retirement Savings Plan	7
1.15 Participant	7
1.16 Participant Deferrals	7
1.17 Payment Processing Date	7
1.18 Plan	7
1.19 Plan Year	7
1.20 Retirement Plan	7
1.21 Savings Plan	7
1.22 Separation from Service and Separate from Service	8
1.23 Trust	8
1.24 Trust Agreement	8
1.25 Trustee	8
Article II Eligibility and Participation	9
2.01 Eligibility and Participation	9
2.02 Enrollment	9
2.03 Failure of Eligibility	9

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Article III Contribution Deferrals	10
3.01 Participant Deferrals	10
3.02 Company Deferrals	11
Article IV Crediting of Accounts	13
4.01 Accounts	13
4.02 Investments	13
Article V Distributions	15
5.01 Vesting and Forfeitures	15
5.02 Rehires	16
5.03 Distribution Overview	16
5.04 Distributions after Separation from Service	17
5.05 Payments after a Participant Dies	18
5.06 Change of Control	19
5.07 Divorce	19
5.08 Administrative Delays	20
5.09 Noncompliance with Code Section 409A	20
5.10 Cash Payment and Withholding	21
Article VI Administration	22
6.01 The Committee — Plan Administrator	22
6.02 Committee Duties	22
6.03 Organization of Committee	23
6.04 Indemnification	23
6.05 Agent for Process	23
6.06 Determination of Committee Final	23
6.07 No Bonding	23
Article VII Trust	24
7.01 Trust Agreement	24
7.02 Expenses of Trust	24
Article VIII Amendment and Termination	25
8.01 Termination of Plan	25
8.02 Amendment	25

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Article IX Miscellaneous	26
9.01 Funding of Benefits — No Fiduciary Relationship	26
9.02 Right to Terminate Employment	26
9.03 Inalienability of Benefits	26
9.04 Claims Procedure	26
9.05 Disposition of Unclaimed Distributions	28
9.06 Distributions due Infants or Incompetents	30
9.07 Use and Form of Words	30
9.08 Headings	30
9.09 Governing Law	30

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APACHE CORPORATION

NON-QUALIFIED RESTORATIVE

RETIREMENT SAVINGS PLAN

Apache Corporation (“Apache”) established this Apache Corporation Non-Qualified Restorative Retirement Savings Plan (“Plan”) effective as of January 1, 2012. Apache intends for this Plan to provide a select group of management or highly compensated employees of the Company (as defined below) (who are not participants in the Apache Corporation Non-Qualified Retirement Savings Plan) with deferred retirement benefits, in addition to the retirement benefits provided under the Apache Corporation Money Purchase Retirement Plan and the Apache Corporation 401(k) Savings Plan, in consideration of the valuable services provided by such employees to the Company and to induce such employees to remain in the employ of the Company.

Apache intends that the Plan not be treated as a “funded” plan for purposes of either the Code or ERISA (each as defined below). Apache also intends for this Plan to comply with the requirements of Code Section 409A, and the Plan shall be interpreted in that light.

ARTICLE I.

DEFINITIONS

1.01 Account

“Account” means the account maintained for each Participant to which is credited all Participant Deferrals made by a Participant, all Company Deferrals on behalf of a Participant, and all adjustments thereto. Each Account is divided into a variety of subaccounts, as detailed in Article V.

1.02 Affiliated Entity

“Affiliated Entity” means any legal entity that is treated as a single employer with Apache pursuant to Code Sections 414(b), 414(c), 414(m), or 414(o).

1.03 Apache

“Apache” means Apache Corporation or any successor thereto.

1.04 Beneficiary

“Beneficiary” means a Participant’s beneficiary, as determined in Section 5.05.

1.05 Change of Control

“Change of Control” means an event described in Code Section 409A(a)(2)(A)(v) that pertains to Apache.

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1.06 Code

“Code” means the Internal Revenue Code of 1986, as amended.

1.07 Committee

“Committee” means the Retirement Plan Advisory Committee provided for in Section 6.01.

1.08 Company

“Company” means Apache and any Affiliated Entity that, with approval of the Board of Directors of Apache, has adopted the Plan.

1.09 Company Deferrals

“Company Deferrals” means the allocations to a Participant’s Account made pursuant to Section 3.02.

1.10 Compensation

“Compensation” generally means regular compensation paid by the Company.

(a) Inclusions. Specifically, Compensation includes:

(i) regular salary or wages;

(ii) overtime pay; and

(iii) the regular annual bonus (i.e., incentive compensation), to the extent that it is payable in cash, and any other bonus designated by the Committee.

(b) Exclusions. Compensation excludes:

(i) commissions;

(ii) severance pay;

(iii) moving expenses;

(iv) any gross-up of moving expenses to account for increased income taxes;

(v) foreign service premiums paid as an inducement to work outside of the United States;

(vi) Company contributions under the Retirement Plan;

(vii) Company contributions under the Savings Plan;

(viii) other contingent compensation;

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(ix) contributions to any other fringe benefit plan (including, but not limited to, overriding royalty payments or any other exploration-related payments);

(x) any amounts relating to the granting of a stock option by the Company or an Affiliated Entity, the exercise of such a stock option, or the sale or deemed sale of any shares thereby acquired;

(xi) any bonus other than a bonus described in paragraph (a)(iii);

(xii) payments from any benefit plan, such as any stock appreciation right or payments from a Share Appreciation Plan, any payment from the Deferred Delivery Plan or the Executive Restricted Stock Plan, payments pursuant to grants made under the Omnibus Equity Compensation Plan of 2007 and payments pursuant to grants made under the Omnibus Equity Compensation Plan of 2011; and

(xiii) any benefit accrued under, or any payment from, any nonqualified plan of deferred compensation.

(c) Timing Rules.

(i) Participant Deferrals. For purposes of calculating Participant Deferrals, Compensation includes only those amounts paid after the Employee has executed both his initial payout election under Section 5.04 and his Enrollment Agreement under Section 3.01. Compensation does not include any amounts paid after the Participant ceased to be eligible to participate in the Plan. A Participant who begins participating in the middle of a Plan Year cannot make Participant Deferrals from a bonus under paragraph (a)(iii) that is attributable to the Participant’s services during the Plan Year in which his participation begins. For example, a Participant hired in September 2012 cannot make Participant Deferrals from the incentive compensation paid to him in February 2013 for the 2012 bonus year.

(ii) Company Deferrals. The Company Deferrals for a Participant, including one who begins participating in the middle of a Plan Year, are calculated by taking into account all Compensation paid to him during the entire Plan Year, including any incentive compensation paid during the Plan Year.

1.11 Employee

“Employee” means any common-law employee of Apache or any Affiliated Entity. An Employee ceases to be an Employee on the date he Separates from Service.

1.12 Enrollment Agreement

“Enrollment Agreement” means an agreement made by an eligible employee whereby he elects the amounts to be withheld from his Compensation pursuant to Section 3.01.

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1.13 ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.14 Non-Qualified Retirement Savings Plan

“Non-Qualified Retirement Savings Plan” means the Non-Qualified Retirement Savings Plan of Apache Corporation, as amended.

1.15 Participant

“Participant” means any eligible employee who has begun to participate in this Plan.

1.16 Participant Deferrals

“Participant Deferrals” means the amounts of a Participant’s Compensation that he elects to defer and have allocated to his Account pursuant to Section 3.01.

1.17 Payment Processing Date

“Payment Processing Date” means the date selected by the Committee on which payments from this Plan will be processed. Except in extraordinary circumstances, there will be at least one Payment Processing Date each calendar month.

1.18 Plan

“Plan” means the Apache Corporation Non-Qualified Restorative Retirement Savings Plan as set forth in this document, effective as of January 1, 2012, as amended from time to time.

1.19 Plan Year

“Plan Year” means the period during which the Plan records are kept. The Plan Year is the calendar year.

1.20 Retirement Plan

“Retirement Plan” means the Apache Corporation Money Purchase Retirement Plan, as amended.

1.21 Savings Plan

“Savings Plan” means Apache Corporation 401(k) Savings Plan, as amended.

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1.22 Separation from Service and Separate from Service

“Separation from Service” has the same meaning as the term “separation from service” in Code Section 409A(a)(2)(A)(i), determined using the default rules in the regulations and other guidance of general applicability issued pursuant to Code Section 409A, except that a Separation from Service occurs only if both the Company and the Participant expect the Participant’s level of services to permanently drop by more than half. A Participant who has a Separation from Service “Separates from Service”.

1.23 Spouse

“Spouse” means the individual of the opposite sex to whom a Participant is lawfully married according to the laws of the state of the Participant’s domicile.

1.24 Trust

“Trust” means the trust or trusts, if any, created by the Company to provide funding for the distribution of benefits in accordance with the provisions of the Plan. The assets of any such Trust remain subject to the claims of the Company’s general creditors in the event of the Company’s insolvency.

1.25 Trust Agreement

“Trust Agreement” means the written instrument pursuant to which each separate Trust, or a sub-trust thereunder, is created.

1.26 Trustee

“Trustee” means one or more banks, trust companies, or insurance companies designated by the Company to hold and invest the Trust fund and to pay benefits and expenses as authorized by the Committee in accordance with the terms and provisions of the Trust Agreement.

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ARTICLE II.

ELIGIBILITY AND PARTICIPATION

2.01 Eligibility and Participation

The Committee shall from time to time in its sole discretion select those Employees who are eligible to participate in the Plan for a Plan Year from those Employees who are among a select group of management or highly compensated employees and who are not participants in the Non-Qualified Retirement Savings Plan for the given Plan Year. Participants in the Plan may not also participate in the Non-Qualified Retirement Savings Plan within the same Plan Year.

2.02 Enrollment

Employees who have been selected by the Committee to participate in the Plan shall complete the enrollment procedure specified by the Committee. The enrollment procedure may include written or electronic form(s) for the employee to designate his beneficiary or beneficiaries, provide instructions regarding the investment of his Account, make Participant Deferrals by entering into one or more Enrollment Agreements with the Company, select a payment option for the eventual distribution of his benefits, and provide such other information as the Committee may reasonably require.

2.03 Failure of Eligibility

The Committee has the authority to determine that a Participant is no longer eligible to participate in the Plan. No Company Deferrals will be accrued, nor any Participant Deferrals made after the Participant ceases to be eligible to participate in the Plan. The determination of the Committee with respect to the termination of participation in the Plan will be final and binding on all parties affected thereby. Any benefits accrued under the Plan at the time the Participant becomes ineligible to continue participation will be distributed in accordance with the provisions of Article V.

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ARTICLE III.

CONTRIBUTION DEFERRALS

3.01 Participant Deferrals

(a) General. A Participant may elect to defer a portion of his Compensation by submitting a completed Enrollment Agreement. Each Enrollment Agreement must specify the percentage of his total Compensation that the Participant elects to defer. Participant Deferrals are deducted through payroll withholding from the Participant’s cash Compensation payable by the Company.

(b) Maximum and Minimum Deferrals. A Participant may elect to defer up to 50% of his Compensation (other than a bonus described in Section 1.10(a)(iii)) and up to 75% of a bonus described in Section 1.10(a)(iii), in whole percentages only. The minimum deferral that a Participant may elect, for both this Plan and the Savings Plan combined, is 8% of his total Compensation. For Plan Years commencing on or after January 1, 2013, if the Participant does not elect the minimum deferral from a bonus described in Section 1.10(a)(iii) (in his June election during such Plan year), he cannot make any deferrals from his regular pay during the next regular-pay deferral election (in December).

(c) Deadlines for Enrollment Agreements.

(i) Enrollment Period. In order to make Participant Deferrals, a Participant must submit an Enrollment Agreement during the enrollment period established by the Committee. The enrollment period must precede the Plan Year in which the services giving rise to the Compensation are performed, except in the following situations.

(A) Performance-Based Compensation. If the Compensation is “performance-based compensation based on services performed over a period of at least 12 months” (within the meaning of Code Section 409A(a)(4)(B)(iii)), the enrollment period must end at least six months before the end of the performance period.

(B) New Participant. The enrollment period for a new Participant must end no later than 30 days after he became eligible to participate in the Plan; the new Participant’s initial Enrollment Agreement may only apply to Compensation for which he has not yet performed any services.

(ii) Duration. The Enrollment Agreement shall apply to Compensation, or to a specific form of Compensation, paid during one entire Plan Year unless it is earlier canceled or revised by the Committee pursuant to subsection (f), cancelled because the Participant ceases to be eligible to participate in the Plan, or cancelled pursuant to subsection (e) (relating to hardship withdrawals from the Savings Plan).

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(d) Procedures for Making Elections. The Committee has complete discretion to establish procedures for the completion of Enrollment Agreements, including the acceptable forms and formats of the deferral election (for example, written or electronic, as a whole percentage of Compensation, and the manner in which the Enrollment Agreement coordinates with the Savings Plan). The Committee has complete discretion to establish the enrollment periods during which Participants may make Enrollment Agreements, within the bounds described in subsections (a) and (c). The Committee may establish different enrollment periods for different types of Compensation or different groups of Participants. The Committee may specify any default choices that will apply unless the Participant affirmatively elects otherwise. For example, the Committee could decide that the failure to complete a new Enrollment Agreement means that (i) the prior Plan Year’s Enrollment Agreement will be continued for another year, or (ii) no Participant Deferrals will be made, or (iii) the Participant will defer 8% of his Compensation.

(e) Cancellation of Enrollment Agreements Following a Hardship Withdrawal from Savings Plan. If the Participant receives a hardship withdrawal from the Savings Plan, all outstanding Enrollment Agreements that apply or might apply to Compensation paid in the six months after the hardship withdrawal shall be cancelled. The Participant may subsequently enter into new Enrollment Agreements at the usual times under subsection (c), but the new Enrollment Agreements cannot apply to any Compensation paid within the six-month period following the hardship withdrawal from the Savings Plan.

(f) Committee-Initiated Changes in Enrollment Agreement. If the amounts to be withheld from a Participant’s paycheck (including, without limitation, loan repayments, Participant Deferrals, taxes, contributions to the Savings Plan, and premium payments for various benefits) are greater than the paycheck, (i) the Committee shall establish the order in which the deductions are applied, with the result that Participant Deferrals may be reduced below what the Participant had elected in an Enrollment Agreement, and (ii) the Committee’s procedures shall, if practicable, also automatically increase a Participant’s Participant Deferrals in subsequent pay period(s) covered by that Enrollment Agreement to make up for any missed deferrals.

3.02 Company Deferrals

The Company shall credit to a Participant’s Account a matching contribution for the Plan Year and a 6% retirement contribution for the Plan Year. Company Deferrals begin to share in the investment earnings (or losses) at the time specified in Section 4.01. The Company may credit matching contributions to a Participant’s Account during the Plan Year on a contingent basis; if the Participant does not satisfy the requirements to receive a matching contribution for the Plan Year, or if the matching contribution credited to the Participant’s Account for the Plan Year is incorrect, the Participant will forfeit any excess matching contribution (adjusted to reflect investment earnings or losses thereon) credited to his Account.

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(a) Matching Contribution.

(i) Basic Match. The “total match” for the Plan Year is equal to the Participant’s “total deferrals” for the Plan Year, up to a maximum total match for the Plan Year of 8% of the Participant’s Compensation for the Plan Year, except that the match in this Plan is $0 if the Participant has not made the maximum contributions to the Savings Plan that are excludable from his gross income pursuant to Code Section 402(g).

(ii) Definitions.

The “total match” for a Plan Year is equal to the matching contribution to the Participant’s Account in this Plan for the Plan Year plus the Company Matching Contribution allocated to the Participant’s account in the Savings Plan for the Plan Year.

The “total deferrals” for a Plan Year are equal to the Participant Deferrals for the Plan Year plus the Before-Tax Contributions to the Savings Plan for the Plan Year.

(iii) Additional Match. If a Participant’s match in the Savings Plan is reduced to comply with any requirement of federal law (such as the ACP test of Code Section 401(m) or the limits imposed by Code Sections 415 or 401(a)(17)) after the match for this Plan has been calculated, then the Participant’s match for this Plan will be increased by the amount of the reduction in the match in the Savings Plan.

(b) Retirement Contribution. In order to receive an allocation of the 6% retirement contribution to the Plan for a Plan Year, an employee must be eligible to participate in the Plan on the last business day of the Plan Year. The retirement contribution is calculated each Plan Year after the Company Mandatory Contribution is calculated in the Retirement Plan for the Plan Year. The sum of the Participant’s retirement contribution in this Plan and his Company Mandatory Contribution in the Retirement Plan is equal to 6% of the Participant’s Compensation for the Plan Year. If a Participant’s Company Mandatory Contribution in the Retirement Plan is reduced to comply with any requirement of federal law after the retirement contribution for this Plan has been calculated, then the Participant’s retirement contribution for this Plan will be increased by the amount of the reduction in the Company Mandatory Contribution in the Retirement Plan.

(c) Additional Contribution. A Company may make an additional Company Deferral to any Participant’s Account at any time, provided that the Company advises the Committee in writing of the contribution.

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ARTICLE IV.

CREDITING OF ACCOUNTS

4.01 Accounts

(a) Establishment of Accounts. The Committee shall establish one Account for each Participant, which will be subdivided into various subaccounts. The Accounts and subaccounts are merely for recordkeeping purposes, and do not represent any actual property that has been set aside for Participants. Nothing contained in this Article may be construed to require the Company or the Committee to fund any Participant’s Account.

(b) Crediting of Contributions. Participant Deferrals are credited to a Participant’s Account as of the date that the Participant Deferral would have been paid to the Participant had there been no Enrollment Agreement. Company Deferrals are credited to a Participant’s Account as of the date that the Company Deferral was earned by the Participant.

(c) Crediting of Earnings. Each Account is credited with investment earnings or losses calculated in accordance with Section 4.02. Participant Deferrals and Company Deferrals start to be credited with investment earnings or losses as soon as administratively convenient after such amounts are credited to Accounts, except that the 6% retirement contribution under Section 3.02(b) is not credited with investment earnings or losses until the corresponding Company Mandatory Contribution to the Retirement Plan is actually paid to the Retirement Plan (usually in late February).

4.02 Investments

(a) Investment Options. All amounts credited to a Participant’s Account are credited with investment earnings or losses as if the Participant’s Account was invested in one or more investments. The Committee shall designate the default investment as well as any alternatives, and may change the available alternatives or the default investment from time to time. One or more of the investment alternatives may consist, in whole or in part, of Apache common stock. At such times and under such procedures as the Committee may designate, a Participant may determine the portion of his Account that is to be deemed invested in each alternative. The Participant may make prospective changes for his investment selection as often as the Committee permits and subject to the procedures established by the Committee. A Participant may never make any retroactive changes to his investment selections.

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(b) No Ownership Rights. A Participant has no ownership rights with respect to any investment of his Account. Nothing contained in this Article may be construed to give any Participant any power or control to make investment directions or otherwise influence in any manner the investment and reinvestment of assets contained within any investment alternative, such control being at all times retained in the full discretion of the Committee. As a consequence, for example, if a Participant has elected to invest a portion of his Account in Apache stock, the Participant has no voting rights with respect to that stock.

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ARTICLE V.

DISTRIBUTIONS

5.01 Vesting and Forfeitures

(a) Participant Deferrals. A Participant is fully vested in the portion of his Account that is attributable to his Participant Deferrals.

(b) Company Deferrals, General Rule. A Participant’s years of completed service in this Plan are identical to his “Period of Service” in the Savings Plan. A Participant will vest in the portion of his Plan Account that is attributable to Company Deferrals according to the following schedule, unless subsection (c) provides for faster vesting:

Years of Completed Service	Vested Portion
Less than 1		0	%
1		20	%
2		40	%
3		60	%
4		80	%
5 or more		100	%

(c) Company Deferrals, Accelerated Vesting. A Participant is fully vested in the portion of his Plan Account that is attributable to Company Deferrals in the following circumstances.

(i) The Participant is fully vested if he attains age 65 while he is an Employee.

(ii) The Participant is fully vested if he becomes an Employee after attaining age 65.

(iii) The Participant is fully vested if, while he is an Employee, he incurs a disability that qualifies the Employee for long-term disability payments under Apache’s Long-Term Disability Plan.

(iv) The Participant is fully vested if he dies while he is an Employee.

(v) All Participants are fully vested if a change of control, as defined in the Income Continuance Plan, occurs.

(d) Forfeiture Timing. The portion of a Participant’s Account that is not vested is forfeited immediately upon his Separation from Service.

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5.02 Rehires

(a) Distributions. If a Participant Separated from Service and subsequently becomes eligible to participate in the Plan again, the benefits from his earlier episode of participation will be paid out as originally scheduled; the new participation will not affect the timing of any benefit payments from his earlier episode of participation.

(b) Vesting. If a Participant becomes eligible to again make Participant Deferrals more than five years after Separating from Service, (i) the Plan will establish a new Account for the benefits he accrues during his second episode of participation; (ii) his years of completed service for his new Account will include only his service from his second episode; and (iii) his new service will not increase the vesting of any benefits from his first episode of participation. If a Participant becomes eligible to again make Participant Deferrals less than five years after Separating from Service, the Participant’s years of completed service for his benefits from his second episode of participation will include his service from both episodes of employment.

(c) Restoration of Forfeiture. If a Participant begins to participate in the Plan again within five years after his Separation from Service, the exact amount of any forfeiture upon his earlier Separation from Service will be restored to his Account, and will be credited to a separate subaccount. The restoration will occur on the 31st day after the Participant again begins participating in the Plan, but only if the Participant is still eligible to participate in the Plan on that date. The restored subaccount vests based on his service from both episodes of employment (and thus will almost always be partially vested immediately when the Participant again starts to participate). The vested portion of the restored subaccount will be paid to the Participant as the Participant elects in Section 5.04(a) for the payment of his new Account attributable to Company Deferrals, unless Section 5.05 or 5.06 require faster payment following the Participant’s death or a Change of Control.

5.03 Distribution Overview

(a) General. In general, payment will commence on the Payment Processing Date following the earliest of the following dates, or as soon thereafter as is administratively convenient:

(i) Six months after the Participant Separates from Service. See Section 5.04.

(ii) The date the Participant dies. See Section 5.05.

(b) In-Service Withdrawals. In-Service withdrawals shall not be permitted under the Plan, including Participant loans or hardship withdrawals.

(c) Divorce. Some or all of a Participant’s benefits in this Plan may be allocated to, and distributed to, his former Spouse, pursuant to Section 5.07.

(d) Change of Control. Special timing rules may apply for distributions upon a Participant’s Separation from Service within the 12-month period following a Change of Control. See Section 5.06.

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5.04 Distributions after Separation from Service

(a) Distribution of Participant and Company Deferrals.

(i) Initial Election. Upon becoming a Participant, an Employee shall make a payout election to have his vested Account paid out in a single payment or in two to ten annual installments. To be effective, the Participant’s payout election must be provided to the Plan within 30 days after the date the Participant became a Participant or by such earlier date established by the Committee. The single payment or the first installment payment will be paid on the first Payment Processing Date that occurs six months or more after the Participant’s Separation from Service. Subsequent installments will be paid each 12 months thereafter.

(ii) Minimum Account Balance for Installments. See Section 5.04(b) for the situations when a Participant will be paid a lump sum in spite of having elected installments.

(b) Calculating Installment Payments. If the value of the Participant’s Account is less than $50,000 six months after the Participant’s Separation from Service, the Participant will be paid a lump sum of his Account on the first Payment Processing Date that occurs six months or more after his Separation from Service. If the preceding sentence does not apply, each installment, will be equal to the vested Account measured as short a period of time before the installment is paid as is administratively convenient, divided by the number of remaining annual installments.

(c) Additional Rules for Payout Elections. The Committee has complete discretion to establish procedures for the completion of payout elections, including the acceptable forms and formats of the payout election. The Committee has complete discretion to establish deadlines for the completion of payout elections, within the bounds described in this section. The Committee may establish default choices in the absence of an affirmative Participant election.

(d) Coordination with Other Distribution Sections.

(i) Change of Control. Section 5.06 will apply to determine the timing and form and amount of certain payments made on or after a Change of Control.

(ii) Death. Section 5.05 will apply to determine the timing and form and amount of all payments made after the Participant dies.

(iii) Divorce. Some or all of a Participant’s benefits in this Plan may be allocated to, and distributed to, his former Spouse, pursuant to Section 5.07.

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5.05 Payments after a Participant Dies

(a) Payout. When a Participant dies, his remaining vested Account balance will be distributed to each of his Beneficiaries on the Payment Processing Date in the fourth month following the Participant’s death, provided that the Beneficiary has completed the tax-withholding forms and supplied such other information as the Committee may reasonably require. For example, if the Participant dies in November, the Beneficiary will be paid in March. This four-month delay should give the Beneficiary adequate time to decide whether to disclaim all or any part of his interest under subsection (d)). Each Beneficiary will receive a single payment.

(b) Beneficiary Designation. Each Participant shall designate one or more persons, trusts, or other entities as his Beneficiary to receive any amounts distributable hereunder at the time of the Participant’s death. In the absence of an effective beneficiary designation as to part or all of a Participant’s interest in the Plan, such amount will be distributed to the Participant’s surviving Spouse, if any, otherwise to the personal representative of the Participant’s estate.

(c) Special Rules for Spouses. A beneficiary designation may be changed by the Participant at any time and without the consent of any previously designated Beneficiary. However, if the Participant is married, his Spouse will be his Beneficiary unless such Spouse has consented to the designation of a different Beneficiary. To be effective, the Spouse’s consent must be in writing, witnessed by a notary public, and filed with the Committee. If the Participant has designated his Spouse as a primary or contingent Beneficiary, and the Participant and Spouse later divorce (or their marriage is annulled), then the former Spouse will be treated as having pre-deceased the Participant for purposes of interpreting a beneficiary designation that was completed prior to the divorce or annulment; this provision will apply only if the Committee is informed of the divorce or annulment before payment to the former Spouse is authorized.

(d) Disclaiming. Any individual or legal entity who is a beneficiary may disclaim all or any portion of his interest in the Plan, provided that the disclaimer satisfies the requirements of Code Section 2518(b) and applicable state law. The legal guardian of a minor or legally incompetent person may disclaim for such person. The personal representative (or the individual or legal entity acting in the capacity of the personal representative according to applicable state law) may disclaim on behalf of a beneficiary who has died. The amount disclaimed will be distributed as if the disclaimant had predeceased the individual whose death caused the disclaimant to become a beneficiary.

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5.06 Change of Control

(a) Former Employees.

(i) Separated More than Six Months. Each Participant who Separated from Service more than six months before the date of a Change of Control, including those already receiving installment payments, will be paid a single payment of his entire remaining vested Account balance on the date of a Change of Control or as soon thereafter as is administratively practicable.

(ii) Recent Separations. Each Participant who Separated from Service within six months before the date of the Change of Control will be paid his normally scheduled payments for the first six months after he Separated from Service and the remainder of his vested Account balance will be paid to him six months after his Separation from Service or as soon thereafter as is administratively practicable.

(b) Current Employees. Each Participant who is an Employee on the date of a Change of Control, and who Separates from Service before the first anniversary of the Change of Control, will be paid a single payment of his entire vested Account balance as soon as administratively practicable after the Separation from Service; however, if the Participant is a “specified employee,” (A) his normally scheduled payments for the first six months after he Separated from Service will be paid as scheduled and (B) the remainder of his vested Account balance will be paid as soon as administratively practicable six months after the Separation from Service. As used in this section, the term “specified employee” has the same meaning as in Code Section 409A(a)(2)(B)(i) and is determined using the default rules contained in the regulations and other guidance of general applicability issued pursuant to Code Section 409A. Except as provided in paragraph (ii), each Participant who does not Separate from Service within one year of a Change of Control will be paid his benefits pursuant to Section 5.04, 5.05, or 5.07.

5.07 Divorce

(a) General. If a Participant has divorced his Spouse, all or a portion of his Account may be allocated to his former Spouse. The Participant may be a former or current employee of the Company.

(b) Contents of Order. The allocation will occur as soon as practicable after the Plan receives a judgment, decree, or order (collectively, an “order”) that (i) is made pursuant to a state domestic relations law or community property law, (ii) relates to the marital property rights of the former Spouse, (iii) unambiguously specifies the amount or percentage of the Participant’s Account that is to be allocated to the former Spouse, or unambiguously specifies the manner in which the amount or percentage is to be calculated, (iv) does not allocate any benefits that have already been allocated to a different former Spouse, (v) contains the name and last known

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mailing address of the Participant and the former Spouse, (vi) the name of the Plan, (vii) does not contain any provision that violates subsections (c), (d), or (e), and (viii) contains the former Spouse’s Social Security number (or other similar taxpayer identification number) unless such number has been provided by the former Spouse to the Plan in a manner acceptable to the Committee.

(c) Payout Provisions. The vested portion of the amount allocated to the former Spouse will be paid to the former Spouse in a single payment on the first Payment Processing Date that is administratively practicable after (i) the Plan has determined that the order meets the requirements of subsection (b), (ii) the Plan has communicated its interpretation of the order to the Participant and former Spouse, and given them a reasonable amount of time (such as 30 days) to object to the Plan’s interpretation, (and if there is a timely objection, the parties must submit a revised order or withdraw their objections), and (iii) the parties agree to the Plan’s interpretation of the order.

(d) Not Fully Vested. If the former Spouse is allocated any unvested amounts, the Plan will establish a separate account for the former Spouse and she may direct the Plan as to how those amounts will be deemed to be invested, in the same manner as a Participant directs the Plan in Article IV. Unvested amounts are forfeited at the same time as the Participant’s unvested amounts are forfeited. If an amount allocated to the former Spouse subsequently become vested, the newly-vested amount will be paid to the former Spouse in a single payment on the first Payment Processing Date that is administratively practicable following the additional vesting. If the former Spouse dies before award is fully vested, she shall forfeit her remaining Account balance, and that exact amount shall be returned to the Participant’s subaccount containing Company Deferrals.

(e) Source of Funds. If a Participant is not fully vested in his Account when the allocation to the former Spouse occurs, the amount allocated to the former Spouse will be taken on a pro-rata basis from each of the Participant’s subaccounts.

5.08 Administrative Delays

The Committee may delay any payment from this Plan for as short a period as is administratively necessary. For example, a delay may be imposed upon all payments when there is a change of recordkeeper or trustee, and a delay may be imposed on payments to any recipient until the recipient has provided (a) the information needed to determine the appropriate tax withholding and tax reporting and (b)any other information reasonably requested by the Committee.

5.09 Noncompliance with Code Section 409A

To the extent that the Company or the Committee takes any action that causes a violation of Code Section 409A or fails to take any reasonable action required to comply with Code Section 409A, Apache shall pay an additional amount (the “gross-up”) to the individual(s) who are subject to the penalty tax under Code Section 409A(a)(1); the

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gross-up will be sufficient to put the individual in the same after-tax position he would have been in had there been no violation of Code Section 409A. The Company shall not pay a gross-up if the cause of the violation of Code Section 409A is due to the recipient’s action or due to the recipient’s failure to take reasonable actions (such as failing to timely provide the information required for tax withholding or failing to timely provide other information reasonably requested by the Committee — with the result that the delay in payment violates Code Section 409A). Any gross-up will be paid as soon as administratively convenient after the Committee determines the gross-up is owed, and no later than the end of the calendar year immediately following the calendar year in which the additional taxes are remitted. However, if the gross-up is due to a tax audit or litigation addressing the existence or amount of a tax liability, the gross-up will be paid as soon as administratively convenient after the litigation or audit is completed, and no later than the end of the calendar year following the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation.

5.10 Cash Payment and Withholding

All payments from the Plan will be made in cash. The Plan will withhold any taxes or other amounts that it is required to withhold pursuant to any applicable law.

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ARTICLE VI.

ADMINISTRATION

6.01 The Committee — Plan Administrator

(a) Current. As of January 1, 2012, the Committee is comprised of the members of the Retirement Plan Advisory Committee.

(b) Before a Change of Control. Before a “Change of Control, as defined in the Income Continuance Plan, the board of directors of Apache shall appoint an administrative Committee consisting of no fewer than three individuals who may be, but need not be, Participants, officers, directors, or employees of the Company. Apache’s board of directors may remove Committee members at will. In the absence of any Committee members, Apache shall become the sole Committee member.

(c) After a Change of Control. This subsection applies on and after the date of a “Change of Control”, as defined in the Income Continuance Plan. The only individuals who are able to serve on the Committee after the date of such Change of Control are those who are not then employed by Apache, its successor, or any related legal entities. No Committee members may be added on or after the day of such Change of Control, except that, if the Committee is comprised solely of individuals, (i) the Committee may appoint a legal entity as a Committee member, and (ii) if the number of Committee members drops below three, the remaining member(s) may not resign until having appointed a legal entity or another individual as a Committee member. If all Committee members leave the Committee (if, for example, all Committee members die before the last one appoints a new Committee member or if the sole Committee member is a legal entity that goes out of business), the Committee shall automatically consist of the three Participants with the largest Accounts who are not then employed by Apache, its successor, or any related legal entities.

(d) Plan Administrator. The Committee is the Plan’s “administrator” within the meaning of ERISA Section 3(16)(A). The sole named fiduciaries of the Plan are the Committee and any Trustees.

6.02 Committee Duties

The Committee shall administer the Plan and shall have all discretion and powers necessary for that purpose, including, but not by way of limitation, full discretion and power to interpret the Plan, to determine the eligibility, status, and rights of all persons under the Plan and, in general, to decide any dispute and all questions arising in connection with the Plan. The Committee shall direct the Company, the Trustee, or both, as the case may be, concerning distributions in accordance with the provisions of the Plan. The Committee shall maintain all Plan records except records of any Trust. The Committee shall publish, file, or disclose — or cause to be published, filed, or disclosed — all reports and disclosures required by federal or state laws. The Committee may authorize one or more of its members or agents to sign instructions, notices, and determinations on its behalf.

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6.03 Organization of Committee

The Committee shall adopt such rules as it deems desirable for the conduct of its affairs and for the administration of the Plan. It may appoint agents (who need not be members of the Committee) to whom it may delegate such powers as it deems appropriate, except that any dispute shall be determined by the Committee. The Committee may make its determinations with or without meetings. It may authorize one or more of its members or agents to sign instructions, notices, and determinations on its behalf. If a Committee decision or action affects a relatively small percentage of Plan Participants including a Committee member, such Committee member will not participate in the Committee decision or action. The action of a majority of the disinterested Committee members constitutes the action of the Committee.

6.04 Indemnification

The Committee and all of the agents and representatives of the Committee shall be indemnified and saved harmless by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims judicially determined to be attributable to gross negligence or willful misconduct.

6.05 Agent for Process

Apache’s Executive Vice President and General Counsel shall be the agent of the Plan for service of all process on the Plan.

6.06 Determination of Committee Final

The decisions made by the Committee are final and conclusive on all persons.

6.07 No Bonding

Neither the Committee nor any committee member is required to give any bond or other security in any jurisdiction in connection with the administration of the Plan, unless Apache determines otherwise or any applicable federal or state law so requires.

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ARTICLE VII.

TRUST

7.01 Trust Agreement

The Company may, but is not required to, adopt one or more Trust Agreements for the holding, investment, and administration of funds for Plan benefits. The Trustee may maintain and allocate assets to a separate account for each Participant under the Plan. The assets of any Trust remain subject to the claims of the Company’s general creditors in the event of the Company’s insolvency.

7.02 Expenses of Trust

The parties expect that any Trust created pursuant to Section 7.01 will be treated as a “grantor” trust for federal and state income tax purposes and that, as a consequence, the Company will recognize taxable income from the Trust assets, but the Trust itself will not separately be subject to income tax with respect to its income. However, if the Trust should be separately taxable, the Trustee will pay all such taxes out of the Trust. All expenses of administering any Trust, if not paid by the Company, will be a charge against and will be paid from the assets of the Trust.

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ARTICLE VIII.

AMENDMENT AND TERMINATION

8.01 Termination of Plan

Apache expects to continue the Plan indefinitely, but each Company may terminate its participation in the Plan at any time with Apache’s permission, and Apache may terminate the entire Plan at any time.

8.02 Amendment

(a) Before a Change of Control. Before a “Change of Control”, as defined in the Income Continuance Plan, Apache may amend the Plan at any time and from time to time, retroactively or otherwise, on behalf of all Companies, but no amendment may reduce any vested benefit that has accrued on the later of (a) the effective date of the amendment, or (b) the date the amendment is adopted.

(b) After a Change of Control. The Plan may be amended after a “Change of Control”, as defined in the Income Continuance Plan, (i) at any time but only to the extent necessary to alleviate a material adverse tax consequence to one or more Participants, former Spouses, or Beneficiaries, and (ii) at any time after the second anniversary of such Change of Control, but only with respect to the benefits of Participants who are then employed by Apache, its successor, or any related entity.

(c) Procedure. Each amendment must be in writing. Each amendment must be approved by the board of directors of Apache or its successor, or by an officer of Apache or its successor who is authorized by its board of directors to amend the Plan. Each amendment must be executed by an officer of Apache or its successor who is authorized to execute the amendment.

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ARTICLE IX.

MISCELLANEOUS

9.01 Funding of Benefits — No Fiduciary Relationship

All benefits payable under the Plan will be paid either from the Trust or by the Company out of its general assets. Nothing contained in the Plan may be deemed to create any fiduciary relationship between the Company and the Participants. Notwithstanding anything herein to the contrary, to the extent that any person acquires a right to receive benefits under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company, except to the extent provided in the Trust Agreement, if any.

9.02 Right to Terminate Employment

The Company may terminate the employment of any Participant as freely and with the same effect as if the Plan were not in existence.

9.03 Inalienability of Benefits

Except for disclaimers under Section 5.05(d) and payments to a former Spouse pursuant to Section 5.07, no Participant or Beneficiary has the right to assign, alienate, pledge, transfer, hypothecate, encumber, or anticipate his interest in any benefits under the Plan, nor are the benefits subject to garnishment by any creditor, nor may the benefits under the Plan be levied upon or attached. The preceding sentence does not apply to the enforcement of a federal tax levy made pursuant to Code Section 6331, the collection by the United States on a judgment resulting from an unpaid tax assessment, or any debt or obligation that is permitted to be collected from the Plan under federal law (such as the Federal Debt Collection Procedures Act of 1977).

9.04 Claims Procedure

(a) General. Each claim for benefits will be processed in accordance with the procedures established by the Committee. The procedures will comply with the guidelines specified in this Section. The Committee may delegate its duties under this Section.

(b) Representatives. A claimant may appoint a representative to act on his behalf. The Plan will only recognize a representative if the Plan has received a written authorization signed by the claimant and on a form prescribed by the Committee, with the following exceptions. The Plan will recognize a claimant’s legal representative, once the Plan is provided with documentation of such representation. If the claimant is a minor child, the Plan will recognize the claimant’s parent or guardian as the claimant’s representative. Once an authorized representative is appointed, the Plan will direct all information and notification regarding the claim to the authorized representative and the claimant will be copied on all notifications regarding decisions, unless the claimant provides specific written direction otherwise.

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(c) Extension of Deadlines. The claimant may agree to an extension of any deadline that is mentioned in this Section that applies to the Plan. The Committee or the relevant decision-maker may agree to an extension of any deadline that is mentioned in this Section that applies to the claimant.

(d) Fees. The Plan may not charge any fees to a claimant for utilizing the claims process described in this Section.

(e) Filing a Claim. A claim is made when the claimant files a claim in accordance with the procedures specified by the Committee. Any communication regarding benefits that is not made in accordance with the Plan’s procedures will not be treated as a claim.

(f) Initial Claims Decision. The Plan will decide a claim within a reasonable time up to 90 days after receiving the claim. The Plan will have a 90-day extension, but only if the Plan is unable to decide within 90 days for reasons beyond its control, the Plan notifies the claimant of the special circumstances requiring the need for the extension by the 90th day after receiving the claim, and the Plan notifies the claimant of the date by which the Plan expects to make a decision.

(g) Notification of Initial Decision. The Plan will provide the claimant with written notification of the Plan’s full or partial denial of a claim, reduction of a previously approved benefit, or termination of a benefit. The notification will include a statement of the reason(s) for the decision; references to the plan provision(s) on which the decision was based; a description of any additional material or information necessary to perfect the claim and why such information is needed; a description of the procedures and deadlines for appeal; a description of the right to obtain information about the appeal procedures; and a statement of the claimant’s right to sue.

(h) Appeal. The claimant may appeal any adverse or partially adverse decision. To appeal, the claimant must follow the procedures specified by the Committee. The appeal must be filed within 60 days of the date the claimant received notice of the initial decision. If the appeal is not timely and properly filed, the initial decision will be the final decision of the Plan. The claimant may submit documents, written comments, and other information in support of the appeal. The claimant will be given reasonable access at no charge to, and copies of, all documents, records, and other relevant information.

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(i) Appellate Decision. The Plan will decide the appeal of a claim within a reasonable time of no more than 60 days from the date the Plan receives the claimant’s appeal. The 60-day deadline will be extended by an additional 60 days, but only if the Committee determines that special circumstances require an extension, the Plan notifies the claimant of the special circumstances requiring the need for the extension by the 60th day after receiving the appeal, and the Plan notifies the claimant of the date by which the Plan expects to make a decision. If an appeal is missing any information from the claimant that is needed to decide the appeal, the Plan will notify the claimant of the missing information and grant the claimant a reasonable period to provide the missing information. If the missing information is not timely provided, the Plan will deny the claim. If the missing information is timely provided, the 60-day deadline (or 120-day deadline with the extension) for the Plan to make its decision will be increased by the length of time between the date the Plan requested the missing information and the date the Plan received it.

(j) Notification of Decision. The Plan will provide the claimant with written notification of the Plan’s appellate decision (positive or adverse). The notification of any adverse or partially adverse decision must include a statement of the reason(s) for the decision; reference to the plan provision(s) on which the decision was based; a description of the procedures and deadlines for a second appeal, if any; a description of the right to obtain information about the second-appeal procedures; a statement of the claimant’s right to sue; and a statement that the claimant is entitled to receive, free of charge and upon request, reasonable access to and copies of all documents, records, and other information relevant to the claim.

(k) Limitations on Bringing Actions in Court. Once an appellate decision that is adverse or partially adverse to the claimant has been made, the claimant may file suit in court only if he does so by the earlier of the following dates: (i) the one-year anniversary of the date of an appellate decision made on or before a Change of Control or the three-year anniversary of the date of an appellate decision made after a Change of Control, or (ii) the date on which the statute of limitations for such claim expires.

9.05 Disposition of Unclaimed Distributions

It is the affirmative duty of each Participant to inform the Plan of, and to keep on file with the Plan, his current mailing address and the mailing address of any beneficiaries. If a Participant fails to inform the Plan of these current mailing addresses, neither the Plan nor the Company is responsible for any late payment of benefits or loss of benefits. The Plan, the Committee, and the Company have no duty to search for a missing individual until the date of a Change of Control, at which point the Company has the duty to undertake reasonable measures to search for the proper recipient of any payment under the Plan that is scheduled to be paid on or after the date of the Change of Control. If the missing individual is not found within a year after a payment should have been made to him, all his benefits will be forfeited. If the missing individual later is found, the exact amount forfeited will be restored to his Account as soon as administratively convenient, without any adjustment for forgone investment earnings or losses.

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9.06 Distributions due Infants or Incompetents

If any person entitled to a distribution under the Plan is an infant, or if the Committee determines that any such person is incompetent by reason of physical or mental disability, whether or not legally adjudicated an incompetent, the Committee has the power to cause the distributions becoming due to such person to be made to another for his benefit, without responsibility of the Committee to see to the application of such distributions. Distributions made pursuant to such power will operate as a complete discharge of the Company, the Trustee, the Plan, and the Committee.

9.07 Use and Form of Words

When any words are used herein in the masculine gender, they are to be construed as though they were also used in the feminine gender in all cases where they would so apply, and vice versa. Whenever any words are used herein in the singular form, they are to be construed as though they were also used in the plural form in all cases where they would so apply, and vice versa.

9.08 Headings

Headings of Articles and Sections are inserted solely for convenience and reference, and constitute no part of the Plan.

9.09 Governing Law

The Plan shall be construed in accordance with ERISA, the Code, and, to the extent applicable, the laws of the State of Texas excluding any conflicts-of-law provisions.

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IN WITNESS WHEREOF, the Company has caused this duly adopted Plan to be executed below by its duly authorized officer or representative to be effective as of January 1, 2012.

APACHE CORPORATION

By: /s/ Margery M. Harris

Name: Margery M. Harris

Its: Senior Vice President – Human Resources

Date: November 7, 2011

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EX-5.1

EXHIBIT 5.1

600 Travis, Suite 4200
Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com

December 21, 2011

Apache Corporation

2000 Post Oak Blvd., Suite 100

Houston, TX 77056-4400

Ladies and Gentlemen:

We are rendering this opinion in our capacity as special counsel for Apache Corporation, a Delaware corporation (“Apache” or the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed on this date by Apache under the Securities Act of 1933, as amended, and relating to $35,000,000 of deferred compensation obligations (the “Deferred Compensation Obligations”), which are unsecured obligations of Apache to pay deferred compensation in the future in accordance with the terms of the Apache Corporation Non-Qualified Restorative Retirement Savings Plan (the “Plan”).

In connection herewith, we have examined originals or copies of (i) the Registration Statement, (ii) the Plan, (iii) the Certificate of Incorporation of the Company, as amended, (iv) the Bylaws of the Company, (v) certain resolutions of the Board of Directors of the Company certified to us to be true and correct by the Company’s Corporate Secretary, and (vi) such other documents and records as we have deemed necessary and relevant for purposes hereof.

We have relied upon certificates of public officials and certificates and statements of officers of Apache as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. We have not independently verified any factual matter relating to this opinion.

We have assumed and have not verified (i) the genuineness of all signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to the authentic originals of all documents supplied to us as certified or photostatic or faxed copies.

On the basis of our foregoing, subject to the limitations and assumptions set forth herein, and having due regard for such legal considerations that we have deemed relevant, it is our opinion that following the deferral, in accordance with the terms of the Plan, of the compensation giving rise to the Deferred Compensation Obligations, the Deferred Compensation Obligations, if and when issued in accordance with the terms of the Plan, will be valid and binding obligations

Apache Corporation

December 21, 2011

Page 2

of the Company, enforceable in accordance with the terms of the Plan, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors’ rights or by general equity principles.

We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws).

We consent to the inclusion of this letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued thereunder. Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time as the Registration Statement becomes effective.

Very truly yours,

/s/ Andrews Kurth LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Non-Qualified Restorative Retirement Savings Plan of Apache Corporation of our reports dated February 28, 2011, with respect to the consolidated financial statements of Apache Corporation and the effectiveness of internal control over financial reporting of Apache Corporation, included in its Annual Report (Form 10-K), as amended by Amendment No. 1 to its Annual Report on Form 10-K/A, for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas

December 21, 2011

EX-23.2

Exhibit 23.2

Consent of Ryder Scott Company, L.P.

As independent petroleum engineers, we hereby consent to the incorporation by reference in this registration statement of our Firm’s review of the proved oil and gas reserve quantities of Apache Corporation as of January 1, 2011, and to all references to our Firm included in this registration statement.

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F-1580

Houston, Texas

December 21, 2011