Underwriting Agreement – Apache Corp.

APACHE CORPORATION

$500,000,000 3.625% Notes due 2021
$500,000,000 5.250% Notes due 2042

UNDERWRITING AGREEMENT

Dated: November 30, 2010

APACHE CORPORATION

$500,000,000 3.625% Notes due 2021
$500,000,000 5.250% Notes due 2042

UNDERWRITING AGREEMENT

November 30, 2010



Deutsche Bank Securities Inc.		J.P. Morgan Securities LLC
Goldman, Sachs & Co.		RBS Securities Inc.

as Representatives of the several

Underwriters named in Schedule A hereto

c/o:

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Goldman, Sachs & Co.
200 West Street
New York, New York 10282

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

RBS Securities Inc.
600 Washington Blvd.
Stamford, Connecticut 06901

Ladies and Gentlemen:

Apache Corporation, a Delaware corporation (the “Company”) confirms its
agreement with Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P.
Morgan Securities LLC and RBS Securities Inc. and each of the other Underwriters
named in Schedule A hereto (collectively, the “Underwriters,” which term
shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Deutsche Bank Securities Inc., Goldman, Sachs &
Co., J.P. Morgan Securities LLC and RBS Securities Inc. are acting as
representatives (in such capacity, the “Representatives”), with respect to the
sale by the Company and the purchase by the Underwriters, acting severally and
not jointly, of $500,000,000 aggregate principal amount of the Company153s 3.625%
Notes due 2021 (the “2021 Notes”) and $500,000,000 aggregate principal amount of
the Company153s 5.250% Notes due 2042 (the “2042 Notes” and, together with the
2021 Notes, the “Securities”) as set forth in Schedule A hereto. The
Company understands that the Underwriters propose to make a public offering of
the Securities as soon as the Representatives deem advisable after this
Agreement has been executed and delivered.

The Securities will be issued pursuant to an indenture (the “Base
Indenture”), dated as of February 15, 1996, as supplemented and amended pursuant
to a First Supplemental Indenture (the “First Supplemental Indenture”), dated as
of November 5, 1996, between the Company and The Bank of New

York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A. (as successor to JP Morgan Chase Bank, N.A., formerly known as
Chemical Bank)), as trustee (the “Trustee”). Certain terms of the Securities
will be established pursuant to an Officers153 Certificate (the “Indenture
Officers153 Certificate”) pursuant to the Base Indenture (the Base Indenture, as
supplemented and amended by the First Supplemental Indenture, together with the
Indenture Officers153 Certificate, the “Indenture”). Unless otherwise instructed
by the Representatives, the Securities will be issued in book-entry form in the
name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”),
pursuant to a letter of representations, to be dated on or before the Closing
Time (as defined below) among the Company, the Trustee and the DTC.

The Company has prepared and filed with the Securities and Exchange
Commission (the “Commission”) an automatic shelf registration statement on Form
S-3 (File No. 333-155884) covering the public offering and sale of certain
securities, including the Securities, under the Securities Act of 1933, as
amended (the “1933 Act”), and the rules and regulations promulgated thereunder
(the “1933 Act Regulations”), which automatic shelf registration statement
became effective under Rule 462(e) under the 1933 Act Regulations (“Rule
462(e)”). Such registration statement, as of any time, means such registration
statement as amended by any post-effective amendments thereto to such time,
including the exhibits and any schedules thereto at such time, the documents
incorporated or deemed to be incorporated by reference therein at such time
pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise
deemed to be a part thereof as of such time pursuant to Rule 430B under the 1933
Act Regulations (“Rule 430B”), and is referred to herein as the “Registration
Statement;” provided, however, that the “Registration Statement” without
reference to a time means such registration statement as amended by any
post-effective amendments thereto as of the time of the first contract of sale
for the Securities, which time shall be considered the “new effective date” of
such registration statement with respect to the Securities within the meaning of
paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as
of such time, the documents incorporated or deemed incorporated by reference
therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the
documents otherwise deemed to be a part thereof as of such time pursuant to the
Rule 430B. Each preliminary prospectus used in connection with the offering of
the Securities, including the documents incorporated or deemed to be
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, are collectively referred to herein as a “preliminary prospectus.” Promptly
after execution and delivery of this Agreement, the Company will prepare and
file a final prospectus relating to the Securities in accordance with the
provisions of Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”). The
final prospectus, in the form first furnished or made available to the
Underwriters for use in connection with the offering of the Securities,
including the documents incorporated or deemed to be incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively
referred to herein as the “Prospectus.” For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the
Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system (“EDGAR”) or its Interactive Data
Electronic Applications system (“IDEA”).

As used in this Agreement:

“Applicable Time” means 3:45 P.M., New York City time, on November 30, 2010
or such other time as agreed by the Company and the Representatives.

“General Disclosure Package” means any Issuer General Use Free Writing
Prospectuses issued at or prior to the Applicable Time, the preliminary
prospectus (including any documents incorporated therein by reference) that is
included in the Registration Statement as of the Applicable Time and the
information included on Schedule B-1 hereto, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,”
as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including
without limitation any “free writing prospectus” (as defined in Rule 405 of the
1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i)
required to be filed with the Commission by the Company, (ii) a “road show that
is a written communication” within the meaning of Rule 433(d)(8)(i), whether or
not required to be filed with the Commission, or (iii) exempt from filing with
the Commission pursuant to Rule 433(d)(5)(i) because it contains a description
of the Securities or of the offering that does not reflect the final terms, in
each case in the form filed or required to be filed with the Commission or, if
not required to be filed, in the form retained in the Company153s records pursuant
to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing
Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule
433), as evidenced by its being specified in Schedule B-2 hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing
Prospectus that is not an Issuer General Use Free Writing Prospectus.

All references in this Agreement to financial statements and schedules and
other information which is “contained,” “included” or “stated” (or other
references of like import) in the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to include all such financial
statements and schedules and other information incorporated or deemed
incorporated by reference in the Registration Statement, any preliminary
prospectus or the Prospectus, as the case may be, as of the Applicable Time; and
all references in this Agreement to amendments or supplements to the
Registration Statement, any preliminary prospectus or the Prospectus shall be
deemed to include the filing of any document under the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the “1934 Act”), incorporated or deemed to be incorporated by
reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be, at or after the Applicable Time.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, the
Applicable Time and the Closing Time (as defined below), and agrees with each
Underwriter, as follows:

(i) Registration Statement and Prospectuses. The Company meets the
requirements for use of Form S-3 under the 1933 Act. The Registration Statement
is an “automatic shelf registration statement” (as defined in Rule 405) and the
Securities have been and remain eligible for registration by the Company on such
automatic shelf registration statement. Each of the Registration Statement and
any post-effective amendment thereto has become effective under the 1933 Act. No
stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the 1933 Act, no order
preventing or suspending the use of any preliminary prospectus or the Prospectus
has been issued and no proceedings for any of those purposes have been
instituted or are pending or, to the Company153s knowledge, contemplated. The
Company has complied with each request (if any) from the Commission for
additional information. In addition, the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, and the rules and regulations
promulgated thereunder (the “Trust Indenture Act”).

Each of the Registration Statement and any post-effective amendment thereto,
at the time of its effectiveness and at each deemed effective date with respect
to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations,
complied in all material respects with the requirements of the 1933 Act and the
1933 Act Regulations. Each preliminary prospectus (including the prospectus
filed as part of the Registration Statement as originally filed or as part of
any amendment thereto), at the time it was filed, complied in all material
respects with the 1933 Act Regulations and each preliminary prospectus and the
Prospectus delivered to the Underwriters for use in connection with this
offering was identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR or IDEA, except to the extent permitted by
Regulation S-T.

The documents incorporated or deemed to be incorporated by reference in the
Registration Statement and the Prospectus, when they became effective or at the
time they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the 1934 Act and the
rules and regulations of the Commission under the 1934 Act (the “1934 Act
Regulations”).

(ii) Accurate Disclosure. Neither the Registration Statement nor any
amendment thereto, at its effective time or the Closing Time, contained,
contains or will contain an untrue statement of a material fact or omitted,
omits or will omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. As of the Applicable
Time, neither (A) the General Disclosure Package nor (B) any individual Issuer
Limited Use Free Writing Prospectus, when considered together with the General
Disclosure Package, included, includes or will include an untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. Neither the Prospectus nor any amendment
or supplement thereto (including any prospectus wrapper), as of its issue date,
at the time of any filing with the Commission pursuant to Rule 424(b), at the
Closing Time, included, includes or will include an untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

The representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement (or any amendment
thereto), the General Disclosure Package or the Prospectus (or any amendment or
supplement thereto) made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives expressly for use therein. For purposes of this Agreement, the
only information so furnished shall be the information in the first paragraph
under the heading “Underwriting:Commissions and Discounts” and the information
under the heading “Underwriting:Short Positions” in the Prospectus
(collectively, the “Underwriter Information”).

(iii) Issuer Free Writing Prospectuses. No Issuer Free Writing
Prospectus conflicts or will conflict with the information contained in the
Registration Statement or the Prospectus, including any document incorporated by
reference therein, and any preliminary or other prospectus deemed to be a part
thereof that has not been superseded or modified. Any offer that is a written
communication relating to the Securities made prior to the initial filing of the
Registration Statement by the Company or any person acting on its behalf (within
the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act
Regulations) has been filed with the Commission in accordance with the exemption
provided by Rule 163 under the 1933 Act Regulations (“Rule 163”) and otherwise
complied with the requirements of Rule 163, including

without limitation the legending requirement, to qualify such offer for the
exemption from Section 5(c) of the 1933 Act provided by Rule 163.

(iv) Well-Known Seasoned Issuer. (A) At the original effectiveness of
the Registration Statement, (B) at the time of the most recent amendment thereto
for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether
such amendment was by post-effective amendment, incorporated report filed
pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at
the time the Company or any person acting on its behalf (within the meaning, for
this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer
relating to the Securities in reliance on the exemption of Rule 163, and (D) as
of the Applicable Time, the Company was and is a “well-known seasoned issuer”
(as defined in Rule 405).

(v) Company Not Ineligible Issuer. At the time of filing the
Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a
bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act
Regulations) of the Securities and at the date hereof, the Company was not and
is not an “ineligible issuer,” as defined in Rule 405, without taking account of
any determination by the Commission pursuant to Rule 405 that it is not
necessary that the Company be considered an ineligible issuer.

(vi) Independent Accountants. Ernst & Young LLP, the accountants
who certified the financial statements and supporting schedules included in the
Registration Statement, are independent public accountants with respect to the
Company as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the
1934 Act Regulations and the Public Company Accounting Oversight Board.

(vii) Financial Statements; Non-GAAP Financial Measures. The financial
statements included or incorporated by reference in the Registration Statement,
the General Disclosure Package and the Prospectus, together with the related
schedules and notes, present fairly the consolidated financial position of the
Company and its consolidated subsidiaries at the dates indicated and the
consolidated results of operations, stockholders153 equity and cash flows of the
Company and its consolidated subsidiaries for the periods specified; except as
stated therein, said financial statements have been prepared in conformity with
U.S. generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods involved. The supporting schedules, if any, present
fairly in accordance with GAAP the information required to be stated therein.
The selected financial data and the summary financial information, if any,
included in the Registration Statement, the General Disclosure Package and the
Prospectus present fairly the information shown therein and have been compiled
on a basis consistent with that of the audited financial statements included
therein. The pro forma financial statements and the related notes thereto, if
any, included in the Registration Statement, the General Disclosure Package and
the Prospectus present fairly the information shown therein, have been prepared
in accordance with the Commission153s rules and guidelines with respect to pro
forma financial statements and have been properly compiled on the bases
described therein, and the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein. Except as included or
incorporated by reference therein, no historical or pro forma financial
statements or supporting schedules are required to be included or incorporated
by reference in the Registration Statement, the General Disclosure Package or
the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures
contained in the Registration Statement, the General Disclosure Package or the
Prospectus, or incorporated by reference therein, regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the
Commission) comply in all

material respects with Regulation G of the 1934 Act and Item 10 of Regulation
S-K of the 1933 Act, to the extent applicable.

(viii) No Material Adverse Change in Business. Except as otherwise
stated therein, since the respective dates as of which information is given in
the Registration Statement, the General Disclosure Package or the Prospectus,
(A) there has been no material adverse change in the condition, financial or
otherwise, or in the results of operations, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business (a “Material Adverse
Effect”), (B) there have been no transactions entered into by the Company or any
of its subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and its subsidiaries considered as one
enterprise, and (C) except for regular quarterly dividends on the Common Stock
in amounts per share that are consistent with past practice, there has been no
dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock.

(ix) Good Standing of the Company. The Company has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware and has corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the
General Disclosure Package and the Prospectus and to enter into and perform its
obligations under this Agreement; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in the State of Texas
and in each other jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business,
except where the failure so to qualify or to be in good standing would not
result in a Material Adverse Effect.

(x) Good Standing of Subsidiaries. Each “significant subsidiary” of
the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a
“Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and
is validly existing in good standing under the laws of the jurisdiction of its
incorporation or organization, has corporate or similar power and authority to
own, lease and operate its properties and to conduct its business as described
in the General Disclosure Package and the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify or
to be in good standing would not result in a Material Adverse Effect. Except as
otherwise disclosed in the General Disclosure Package and the Prospectus, all of
the issued and outstanding capital stock or other ownership interests of each
Subsidiary has been duly authorized and validly issued, is fully paid and non
assessable and is owned by the Company, directly or through subsidiaries, free
and clear of any security interest, mortgage, pledge, lien, encumbrance, claim
or equity. None of the outstanding shares of capital stock or other ownership
interests of any Subsidiary was issued in violation of the preemptive or similar
rights of any securityholder of such Subsidiary. The only Subsidiaries of the
Company are listed on Exhibit 21.1 to the Company153s Annual Report on Form 10-K
for the fiscal year ended December 31, 2009.

(xi) Capitalization. The authorized, issued and outstanding shares of
capital stock of the Company are as set forth in the General Disclosure Package
and the Prospectus in the column entitled “Actual” under the caption
“Capitalization” (except for subsequent issuances, if any, pursuant to this
Agreement, pursuant to reservations, agreements or employee benefit plans
referred to in the General Disclosure Package and the Prospectus or pursuant to
the exercise of convertible securities or options referred to in the General
Disclosure Package and the Prospectus).

(xii) Authorization of Agreement. This Agreement has been duly
authorized, executed and delivered by the Company.

(xiii) Authorization of Indenture and Indenture Officers153
Certificate. (i) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable
principles; and (ii) the Indenture Officers153 Certificate that establishes
certain terms of the Securities has been duly authorized, executed and delivered
by the Company.

(xiv) Authorization and Description of Securities. The Securities to
be purchased by the Underwriters from the Company are in the form contemplated
by the Indenture and have been duly authorized for issuance and sale to the
Underwriters pursuant to this Agreement and the Indenture and, at the Closing
Time, will have been duly executed by the Company and, when authenticated in the
manner provided for in the Indenture and delivered against payment of the
purchase price therefor, will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles, and will be
entitled to the benefits of the Indenture. The Securities and the Indenture
conform in all material respects to all statements relating thereto contained in
the General Disclosure Package and the Prospectus and such description conforms
in all material respects to the rights set forth in the instruments defining the
same. The persons in whose names the Securities are registered will be entitled
to the rights specified therein and in the Indenture. No holder of Securities
will be subject to personal liability by reason of being such a holder.

(xv) Absence of Violations, Defaults and Conflicts. Neither the
Company nor any of its subsidiaries is (A) in violation of its charter, by-laws
or similar organizational document, (B) in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound or to which
any of the properties or assets of the Company or any subsidiary is subject
(collectively, “Agreements and Instruments”), except for such defaults that
would not, singly or in the aggregate, result in a Material Adverse Effect, or
(C) in violation of any law, statute, rule, regulation, judgment, order, writ or
decree of any arbitrator, court, governmental body, regulatory body,
administrative agency or other authority, body or agency having jurisdiction
over the Company or any of its subsidiaries or any of their respective
properties, assets or operations (each, a “Governmental Entity”), except for
such violations that would not, singly or in the aggregate, result in a Material
Adverse Effect. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated herein and in the General
Disclosure Package and the Prospectus (including the issuance and sale of the
Securities and the use of the proceeds from the sale of the Securities as
described therein under the caption “Use of Proceeds”) and the Indenture and
compliance by the Company with its obligations hereunder and under the Indenture
have been duly authorized by all necessary corporate action and do not and will
not, whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any properties or assets of the Company or any
subsidiary pursuant to, the Agreements and Instruments (except for such
conflicts, breaches, defaults or Repayment Events or liens, charges

or encumbrances that would not, singly or in the aggregate, result in a
Material Adverse Effect), nor will such action result in any violation of (i)
the provisions of the charter, by-laws or similar organizational document of the
Company or any of its subsidiaries or (ii) any law, statute, rule, regulation,
judgment, order, writ or decree of any Governmental Entity, except in the case
of clause (ii) herein, for such violations that would not, singly or in the
aggregate, result in a Material Adverse Effect. As used herein, a “Repayment
Event” means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on such
holder153s behalf) the right to require the repurchase, redemption or repayment of
all or a portion of such indebtedness by the Company or any of its subsidiaries.

(xvi) Absence of Labor Dispute. No labor dispute with the employees of
the Company or any of its subsidiaries exists or, to the knowledge of the
Company, is imminent that would result in a Material Adverse Effect.

(xvii) Absence of Proceedings. Except as disclosed in the General
Disclosure Package and the Prospectus, there is no action, suit, proceeding,
inquiry or investigation before or brought by any Governmental Entity now
pending or, to the knowledge of the Company, threatened, against or affecting
the Company or any of its subsidiaries, where (A) there is a reasonable
possibility that such action, suit, proceeding, inquiry or investigation might
be determined adversely to the Company or such subsidiary and (B) any such
action, suit, proceeding, inquiry or investigation, if so determined adversely,
would, singly or in the aggregate, reasonably be expected to result in a
Material Adverse Effect or adversely affect the consummation of the transactions
contemplated in this Agreement or the performance by the Company of its
obligations hereunder.

(xviii) Accuracy of Exhibits. There are no contracts or documents
which are required by the 1933 Act or the 1933 Act Regulations to be described
in the Registration Statement or to be filed as exhibits thereto which have not
been so described and filed as required.

(xix) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity is necessary or required for the performance
by the Company of its obligations hereunder, in connection with the offering,
issuance or sale of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement, except such as have been already
obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the
rules of the New York Stock Exchange, the NASDAQ Stock Market LLC or the Chicago
Stock Exchange, state securities laws or the rules of Financial Industry
Regulatory Authority, Inc. (“FINRA”).

(xx) Possession of Licenses and Permits. The Company and its
subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, “Governmental Licenses”) issued by the appropriate
Governmental Entities necessary to conduct the business now operated by them,
except where the failure so to possess would not, singly or in the aggregate,
result in a Material Adverse Effect. The Company and its subsidiaries are in
compliance with the terms and conditions of all Governmental Licenses, except
where the failure so to comply would not, singly or in the aggregate, result in
a Material Adverse Effect. All of the Governmental Licenses are valid and in
full force and effect, except when the invalidity of such Governmental Licenses
or the failure of such Governmental Licenses to be in full force and effect
would not, singly or in the aggregate, result in a Material Adverse Effect.
Neither the Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any Governmental
Licenses which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would result in a Material Adverse Effect.

(xxi) Title to Property. The Company and its subsidiaries have valid,
legal and defensible title to all of their interests in oil and gas properties
and to all other real and personal property owned by them and any other real
property and buildings held under lease by the Company and its subsidiaries are
held by them under valid, subsisting and enforceable leases, in each case, free
and clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except (A) such as are described in the
General Disclosure Package and the Prospectus, (B) liens and encumbrances under
operating agreements, unitization and pooling agreements, production sales
contracts, farm-out agreements and other oil and gas exploration and production
agreements, in each case that secure payment of amounts not yet due and payable
for the performance of other inchoate obligations and are of a scope and nature
customary in connection with similar drilling and producing operations or (C)
those that do not, singly or in the aggregate, materially affect the value of
such property and do not interfere with the use made and proposed to be made of
such property by the Company or any of its subsidiaries.

(xxii) Possession of Intellectual Property. The Company and its
subsidiaries own or possess, or can acquire on reasonable terms, adequate
trademarks, service marks and trade names (collectively, “Intellectual
Property”) necessary to carry on the business now operated by them, except as
described in the General Disclosure Package and the Prospectus or where the
failure to own or possess the same would not, singly or in the aggregate, result
in a Material Adverse Effect, and neither the Company nor any of its
subsidiaries has received any notice or is otherwise aware of any infringement
of or conflict with asserted rights of others with respect to any Intellectual
Property or of any facts or circumstances which would render any Intellectual
Property invalid or inadequate to protect the interest of the Company or any of
its subsidiaries therein, and which infringement or conflict (if the subject of
any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly
or in the aggregate, would result in a Material Adverse Effect.

(xxiii) Environmental Laws. Except as described in the General
Disclosure Package and the Prospectus or would not, singly or in the aggregate,
result in a Material Adverse Effect, (A) neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign statute,
law, rule, regulation, ordinance, code, policy or rule of common law or any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum or petroleum products,
asbestos-containing materials or mold (collectively, “Hazardous Materials”) or
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (B) the Company and its subsidiaries have all permits, authorizations
and approvals required under any applicable Environmental Laws and are each in
compliance with their requirements, (C) there are no pending or threatened
administrative, regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of noncompliance or violation, investigation or
proceedings relating to any Environmental Law against the Company or any of its
subsidiaries and (D) there are no events or circumstances that would reasonably
be expected to form the basis of an order for clean-up or remediation, or an
action, suit or proceeding by any private party or Governmental Entity, against
or affecting the Company or any of its subsidiaries relating to Hazardous
Materials or the violation of any Environmental Laws.

(xxiv) Accounting Controls and Disclosure Controls. The Company
maintains effective internal control over financial reporting (as defined under
Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal
accounting controls sufficient to provide reasonable assurance that (A)
transactions are executed in accordance with management153s general or specific
authorization; (B) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain accountability
for assets; (C) access to assets is permitted only in accordance with
management153s general or specific authorization; and (D) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.
Except as described in the General Disclosure Package and the Prospectus, since
the end of the Company153s most recent audited fiscal year, there has been (1) no
material weakness in the Company153s internal control over financial reporting
(whether or not remediated) and (2) no change in the Company153s internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company153s internal control over financial reporting.
The Company maintains an effective system of disclosure controls and procedures
(as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that
are designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission153s rules and forms, and is accumulated and communicated to the
Company153s management, including its principal executive officer or officers and
principal financial officer or officers, as appropriate, to allow timely
decisions regarding disclosure.

(xxv) Compliance with the Sarbanes-Oxley Act. The Company and its
directors and officers, in their capacities as such, are in compliance in all
material respects with the applicable provisions of the Sarbanes-Oxley Act of
2002 and the rules and regulations promulgated in connection therewith,
including Section 402 related to loans and Sections 302 and 906 related to
certifications.

(xxvi) Payment of Taxes. The Company and its subsidiaries have filed
all federal, state, local and foreign income and franchise tax returns required
by law to be filed and all taxes shown by such returns or otherwise assessed,
which are due and payable, have been paid, except for any taxes, assessments,
fines or penalties as may be being contested in good faith and by appropriate
proceedings or where the failure to do so would not reasonably be expected to
have a Material Adverse Effect. The Company has made appropriate provisions in
the financial statements included in the General Disclosure Package and the
Prospectus in respect of all federal, state and foreign income and franchise
taxes for all current or prior periods as to which the tax liability of the
Company or any of its consolidated subsidiaries has not been finally determined
except to the extent it would not have a Material Adverse Effect

(xxvii) Insurance. The Company and its subsidiaries carry or are
entitled to the benefits of insurance, with, to the knowledge of the Company,
financially sound and reputable insurers, in such amounts and covering such
risks as is, in the opinion of the Company, appropriate for the size and
business of the Company and its subsidiaries, and all such insurance is in full
force and effect. The Company has no reason to believe that it or any of its
subsidiaries will not be able (A) to renew its existing insurance coverage as
and when such policies expire or (B) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now
conducted and at a cost that would not result in a Material Adverse Effect.
Neither of the Company nor any of its subsidiaries has been denied any insurance
coverage which it has sought or for which it has applied.

(xxviii) Investment Company Act. The Company is not required, and upon
the issuance and sale of the Securities as herein contemplated and the
application of the net proceeds therefrom as described in the General Disclosure
Package and the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxix) Absence of Manipulation. Neither the Company nor, to the
knowledge of the Company, any affiliate of the Company has taken, nor will the
Company or any affiliate take, directly or indirectly, any action which is
designed, or would be expected, to cause or result in, or which has constitutes,
the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.

(xxx) Foreign Corrupt Practices Act. None of the Company, any of its
subsidiaries or, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or other person acting on behalf of the Company or any of
its subsidiaries is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder (the
“FCPA”), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of
value to any “foreign official” (as such term is defined in the FCPA) or any
foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA and the Company and, to the
knowledge of the Company, its affiliates have conducted their businesses in
compliance with the FCPA and have instituted and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith.

(xxxi) Money Laundering Laws. The operations of the Company and its
subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any Governmental Entity that, in each case, are applicable to the
business and operations of the Company (collectively, the “Money Laundering
Laws”); and no action, suit or proceeding by or before any Governmental Entity
involving the Company or any of its subsidiaries with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xxxii) OFAC. None of the Company, any of its subsidiaries or, to the
knowledge of the Company, any director, officer, agent, employee, affiliate or
other person acting on behalf of the Company or any of its subsidiaries is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the sale of the Securities, or
lend, contribute or otherwise make available such proceeds to any of its
subsidiaries, joint venture partners or other person, for the purpose of
financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.

(xxxiii) Oil and Gas Reserve Estimates. The information
underlying the estimates of the Company153s oil and gas reserves as described in
the General Disclosure Package and the Prospectus is complete and accurate in
all material respects (or, with regard to any information underlying the
estimates prepared by any petroleum engineers retained by the seller of such oil
and gas reserves, is, to the best knowledge of the Company after reasonable
investigation,

complete and accurate in all material respects); other than production of the
Company153s reserves in the ordinary course of business and intervening product
price fluctuations described in the General Disclosure Package and the
Prospectus, the Company is not aware of any facts or circumstances that would
result in a material adverse change in such reserves or the present value of
future net cash flows therefrom as described in the General Disclosure Package
and the Prospectus. Estimates of such reserves and present values comply in all
material respects with the applicable requirements of Regulation S-X and Items
1201-1208 of Regulation S-K under the 1933 Act.

(xxxiv) Independent Petroleum Engineers. Ryder Scott Company, the
petroleum engineers who have consented to being named as having reviewed certain
reserve data included in the General Disclosure Package and the Prospectus, are
independent engineers with respect to the Company and its subsidiaries.

(xxxv) Statistical and Market-Related Data. Any statistical and
market-related data included in the General Disclosure Package or the Prospectus
are based on or derived from sources that the Company believes, after reasonable
inquiry, to be reliable and accurate and, to the extent required, the Company
has obtained the written consent to the use of such data from such sources.

(c) Officers153 Certificates. Any certificate signed by any officer of
the Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) The Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, the aggregate principal amount of Securities set forth
opposite their names on Schedule A at a purchase price of 98.320% of the
principal amount thereof in the case of the 2021 Notes and 97.438% of the
principal amount thereof in the case of the 2042 Notes at the Closing Time, plus
any additional aggregate principal amount of Securities which such Underwriter
may become obligated to purchase pursuant to the provisions of Section 10
hereof.

(b) Delivery of and Payment for the Securities. Payment of the
purchase price for, and delivery of notes representing, the Securities shall be
made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New
York, New York, or at such other place as shall be agreed upon by the
Representatives and the Company, at 9:00 A.M. (New York City time) on December
3, 2010 (unless postponed in accordance with the provisions of Section 10), or
such other time not later than ten business days after such date as shall be
agreed upon by the Representatives and the Company (such time and date of
payment and delivery being herein called “Closing Time”). The notes representing
the Securities will be made available for examination by the Representatives at
the above-mentioned offices of Davis Polk & Wardwell LLP, or at such other
place as shall be agreed upon by the Representatives and the Company, no later
than 10:00 A.M (New York City time) on the business day prior to the Closing
Time.

Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company against delivery to
the Representatives for the respective accounts of the Underwriters of the
Securities to be purchased by them. It is understood that each Underwriter has
authorized the Representatives, for its account, to accept delivery of, receipt
for, and make payment of the purchase price for, the Securities, which it has
agreed to purchase. Deutsche Bank Securities Inc.,

Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc.,
each individually and not as representatives of the Underwriters, may (but shall
not be obligated to) make payment of the purchase price for the Securities, if
any, to be purchased by any Underwriter whose funds have not been received by
the Closing Time, but such payment shall not relieve such Underwriter from its
obligations hereunder. The Company shall deliver the Securities through the
facilities of the DTC unless the Representatives shall otherwise instruct.

SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests.
The Company will prepare the Prospectus in a form approved by the
Representatives and file such Prospectus pursuant to Rule 424(b) under the 1933
Act not later than the Commission153s close of business on the second business day
following the execution and delivery of this Agreement. The Company will make no
further amendment or any supplement to the Registration Statement or the
Prospectus prior to the Closing Time except as provided herein. The Company will
advise the Representatives, promptly after it receives notice thereof, of the
time when any amendment or supplement to the Registration Statement or the
Prospectus has been filed and to furnish the Representatives with copies
thereof. The Company will advise the Representatives, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of the Prospectus or any Issuer Free
Writing Prospectus, of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding or examination for any such purpose or of any request by the
Commission for the amending or supplementing of the Registration Statement, the
Prospectus or any Issuer Free Writing Prospectus or for additional information.
In the event of the issuance of any stop order or of any order preventing or
suspending the use of the Prospectus or any Issuer Free Writing Prospectus or
suspending any such qualification, the Company will use all reasonable efforts
to obtain withdrawal of such order promptly. The Company will advise the
Representatives, promptly after it receives notice thereof, if it becomes the
subject of a proceeding under Section 8A of the 1933 Act in connection with the
offering of the Securities.

(b) Amendments and Supplements. The Company will file promptly with
the Commission any amendment or supplement to the Registration Statement or the
Prospectus that may, in the judgment of the Company or the Representatives, be
required by the 1933 Act or requested by the Commission. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales
of the Securities, any event shall occur or condition shall exist as a result of
which it is necessary, in the opinion of counsel for the Underwriters, to amend
or supplement the Registration Statement, General Disclosure Package or
Prospectus, as applicable, in order that the Registration Statement, General
Disclosure Package or Prospectus, as applicable, will not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, the
Company shall promptly notify the Representatives and prepare any amendment or
supplement necessary to correct such misstatement or omission. Prior to filing
with the Commission any amendment or supplement to the Registration Statement or
the Prospectus, the Company will furnish a copy thereof to the Representatives
and counsel for the Underwriters and obtain the consent of the Representatives
to the filing, which consent shall be provided promptly and shall not be
unreasonably withheld.

(c) Delivery of Registration Statements. The Company has furnished
or will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, and will also deliver to the

Representatives, without charge, a conformed copy of the Registration
Statement as originally filed and each amendment thereto (without exhibits) for
each of the Underwriters. The copies of the Registration Statement and each
amendment thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when a prospectus
relating to the Securities is (or, but for the exception afforded by Rule 172,
would be) required to be delivered under the 1933 Act, such number of copies of
the Prospectus (as amended or supplemented) as such Underwriter may reasonably
request. The Prospectus and any amendments or supplements thereto furnished to
the Underwriters will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.

(e) Blue Sky Qualifications. The Company will use its best efforts,
in cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representatives may designate and to maintain such
qualifications in effect so long as required to complete the distribution of the
Securities; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.

(f) DTC. The Company will cooperate with the Underwriters and use
its best efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of the DTC.

(g) Rule 158. The Company will timely file such reports pursuant to
the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide to the Underwriters the benefits contemplated by, the last
paragraph of Section 11(a) of the 1933 Act.

(h) Use of Proceeds. The Company will use the net proceeds received
by it from the sale of the Securities in the manner specified in the General
Disclosure Package and the Prospectus under “Use of Proceeds.”

(i) Restriction on Sale of Additional Securities. During the period
commencing on the date hereof and ending at the Closing Time, the Company will
not, without the prior written consent of the Representatives (which consent may
be withheld at the sole discretion of the Representatives), directly or
indirectly, sell, offer, contract or grant any option to sell, pledge, transfer
or establish an open “put equivalent position” within the meaning of Rule
16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or
announce the offering of, or file any registration statement under the
Securities Act in respect of, any debt securities of the Company similar to the
Securities or securities exchangeable for or convertible into debt securities
similar to the Securities (other than as contemplated by this Agreement with
respect to the Securities).

(j) Reporting Requirements. The Company, during the period when a
Prospectus relating to the Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the 1933 Act, will file all
documents required to be filed with the Commission pursuant to the 1934 Act
within the time periods required by the 1934 Act and 1934 Act Regulations.
Additionally, the Company

shall report the use of proceeds from the issuance of the Securities as may
be required under Rule 463 under the 1933 Act.

(k) Issuer Free Writing Prospectuses. The Company agrees that,
unless it obtains the prior written consent of the Representatives, it will not
make any offer relating to the Securities that would constitute an Issuer Free
Writing Prospectus or that would otherwise constitute a “free writing
prospectus,” or a portion thereof, required to be filed by the Company with the
Commission or retained by the Company under Rule 433; provided that the
Representatives will be deemed to have consented to the Issuer Free Writing
Prospectuses listed on Schedule B-2 hereto and any “road show that is a
written communication” within the meaning of Rule 433(d)(8)(i) that has been
reviewed by the Representatives. The Company represents that it has treated or
agrees that it will treat each such free writing prospectus consented to, or
deemed consented to, by the Representatives as an “issuer free writing
prospectus,” as defined in Rule 433, and that it has complied and will comply
with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping.
If at any time following issuance of an Issuer Free Writing Prospectus there
occurred or occurs an event or development as a result of which such Issuer Free
Writing Prospectus conflicted or would conflict with the information contained
in the Registration Statement or included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly
notify the Representatives and will promptly amend or supplement, at its own
expense, such Issuer Free Writing Prospectus to eliminate or correct such
conflict, untrue statement or omission.

SECTION 4. Payment of Expenses.

(a) Expenses. The Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of copies of the Indenture, notes representing the Securities, each
preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus
and any amendments or supplements thereto, (iii) the preparation, issuance and
delivery of the Securities to the Underwriters, including any stock or other
transfer taxes and any stamp or other duties payable upon the sale, issuance or
delivery of the Securities to the Underwriters, (iv) the fees and disbursements
of the Company153s counsel, accountants, independent petroleum engineers and other
advisors, (v) the qualification of the Securities under securities laws in
accordance with the provisions of Section 3(e) hereof, including filing fees,
(vi) the fees and expenses of the Trustee for the Securities, including the fees
and disbursements of counsel for the Trustee in connection with the Securities,
(vii) the fees and expenses of obtaining a CUSIP or other identification number
for the Securities, (viii) the costs and expenses of the Company relating to
investor presentations on any “road show” undertaken in connection with the
marketing of the Securities, including without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations, travel and
lodging expenses of the representatives and officers of the Company and any such
consultants, and the cost of aircraft and other transportation chartered in
connection with the road show, (ix) any fees payable in connection with the
rating of the Securities with the ratings agencies and (x) the costs and
expenses (including, without limitation, any damages or other amounts payable in
connection with legal or contractual liability) associated with the reforming of
any contracts for sale of the Securities made by the Underwriters caused by a
breach of the representation contained in the third sentence of Section
1(a)(ii); provided that, except as provided in this Section 4, the
Underwriters shall pay their own costs and expenses, including the fees and
expenses of their counsel, any transfer taxes on the Securities which they may
sell and the expenses of advertising any offering of the Securities made by the
Underwriters.

(b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5, Section 9 (other
than Section 9(a)(ii), (iv), (v) or (vi)), Section 10 or Section 11 hereof, the
Company shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters; provided that if this Agreement is terminated pursuant to Section
10 hereof, such reimbursement of out-of-pocket expenses shall only be made by
the Company to the non-defaulting Underwriters.

SECTION 5. Conditions of Underwriters153 Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained herein or in
certificates of any officer of the Company or any of its subsidiaries delivered
pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder, and to the following further
conditions:

(a) Effectiveness of Registration Statement. The Registration
Statement has become effective, and at the Closing Time no stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment
thereto shall have been issued under the 1933 Act, no order preventing or
suspending the use of any preliminary prospectus or the Prospectus shall have
been issued and no proceedings for any of those purposes shall have been
instituted or be pending or, to the Company153s knowledge, contemplated; and the
Company shall have complied with each request (if any) from the Commission for
additional information. The Company shall have paid the required Commission
filing fees relating to the Securities within the time period required by Rule
456(1)(i) under the 1933 Act Regulations without regard to the proviso therein
and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act
Regulations and, if applicable, shall have updated the “Calculation of
Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a
post-effective amendment to the Registration Statement or on the cover page of a
prospectus filed pursuant to Rule 424(b).

(b) Opinion of Counsel for Company. At the Closing Time, the
Representatives shall have received the favorable opinion, dated the Closing
Time, of Bracewell & Giuliani LLP, counsel for the Company, in form and
substance satisfactory to counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters, to the
effect set forth in Exhibit A hereto.

(c) Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated the Closing
Time, of Davis Polk & Wardwell LLP, counsel for the Underwriters, together
with signed or reproduced copies of such letter for each of the other
Underwriters, with respect to such matters as the Representatives may require.
In giving such opinion such counsel may rely, as to all matters governed by the
laws of jurisdictions other than the law of the State of New York, the General
Corporation Law of the State of Delaware and the federal securities laws of the
United States, upon the opinions of counsel satisfactory to the Representatives.
Such counsel may also state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon certificates of
officers and other representatives of the Company and its subsidiaries and
certificates of public officials.

(d) Officers153 Certificate. At the Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the General Disclosure Package or the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
results of operations, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Representatives shall have received a
certificate of the Chief Executive Officer or the President of the Company and
of the chief financial or chief accounting officer of the Company (which may be
the same person), dated the Closing Time, to the effect that (i) there has been
no such material adverse change, (ii) the representations and

warranties of the Company in this Agreement are true and correct with the
same force and effect as though expressly made at and as of the Closing Time,
(iii) the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied at or prior to the Closing Time, (iv)
no stop order suspending the effectiveness of the Registration Statement under
the 1933 Act has been issued, no order preventing or suspending the use of any
preliminary prospectus or the Prospectus has been issued and no proceedings for
any of those purposes have been instituted or are pending or, to their
knowledge, contemplated, and (v) there has been no decrease in or withdrawal of
the rating of any securities of the Company or any of its subsidiaries by any
“nationally recognized statistical rating organization” (as defined under Rule
15c3-1 under the 1934 Act) nor has any notice been given of any intended or
potential decrease in or withdrawal of any such rating.

(e) Indenture Officers153 Certificate. The Indenture Officers153
Certificate establishing certain terms of the Securities shall have been duly
authorized, executed and delivered.

(f) Accountant153s Comfort Letters. At the time of the execution of
this Agreement, the Representatives shall have received from Ernst & Young
LLP, independent registered public accountants for the Company, a letter, dated
such date, in form and substance satisfactory to the Representatives, together
with signed or reproduced copies of such letter for each of the other
Underwriters, containing statements and information of the type ordinarily
included in accountants153 “comfort letters” to underwriters with respect to the
financial statements and certain financial information contained in the
Registration Statement, the General Disclosure Package and the Prospectus.

(g) Bring-down Comfort Letters. At the Closing Time, the
Representatives shall have received from Ernst & Young LLP, independent
registered public accountants for the Company, a letter, dated as of the Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (f) of this Section, except that the specified
date referred to shall be a date not more than three business days prior to the
Closing Time.

(h) Engineers153 Letters. At the time of execution of this Agreement,
the Representatives shall have received a letter, dated such date, in form and
substance satisfactory to the Representative, together with signed or reproduced
copies of such letter for each of the other Underwriters, from Ryder Scott
Company Petroleum Engineers with respect to such matters as the Representatives
may require.

(i) Assurance Certificate. At the time of execution of this
Agreement, the Representatives shall have received a certificate containing
certain assurances set forth therein from the Principal Financial Officer of the
Company in form and substance satisfactory to the Underwriters.

(j) Bring-down Assurance Certificate. At the Closing Time, the
Representatives shall have received a certificate containing certain assurances
set forth therein from the Principal Financial Officer of the Company in form
and substance satisfactory to the Representatives reaffirming the statements
made in the letter furnished pursuant to subsection (i) of this Section as of
the date hereof.

(k) Maintenance of Rating. Since the execution of this Agreement,
there shall not have been any decrease in or withdrawal of the rating of any
securities of the Company or any of its subsidiaries by any “nationally
recognized statistical rating organization” (as defined under Rule 15c3-1 under
the 1934 Act) or any notice given of any intended or potential decrease in or
withdrawal of any such rating or of a possible change in any such rating that
does not indicate the direction of the possible change.

(l) Additional Documents. At the Closing Time counsel for the
Underwriters shall have been furnished with such documents and opinions as they
may require for the purpose of enabling them to pass upon the issuance and sale
of the Securities as herein contemplated, or in order to evidence the

accuracy of any of the representations or warranties, or the fulfillment of
any of the conditions, herein contained.

(m) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representatives by notice to the Company at
any time at or prior to Closing Time and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 6, 7, 8, 15 and 16 shall survive any such termination
and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of Underwriters. The Company agrees to indemnify
and hold harmless each Underwriter, its affiliates (as such term is defined in
Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto), including any information deemed to be a part thereof
pursuant to Rule 430B, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact included in any preliminary prospectus, any Issuer
Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 6(d) below) any such
settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred (including the fees
and disbursements of counsel chosen by the Representatives), reasonably incurred
in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in the
Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof pursuant to Rule 430B, the General Disclosure
Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.

(b) Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section

15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof pursuant to Rule 430B, the General Disclosure
Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.

(c) Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
above, counsel to the indemnified parties shall be selected by the
Representatives, and, in the case of parties indemnified pursuant to Section
6(b) above, counsel to the indemnified parties shall be selected by the Company.
An indemnifying party may participate at its own expense in the defense of any
such action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

SECTION 7. Contribution. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Underwriters, on the other hand, from the
offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the one hand, and of
the Underwriters, on the other hand, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company, on the one hand, and the total underwriting discount received by
the Underwriters, on the other hand, in each case as set forth on the cover of
the Prospectus, bear to the aggregate initial public offering price of the
Securities as set forth on the cover of the Prospectus.

The relative fault of the Company, on the one hand, and the Underwriters, on
the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties153 relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the underwriting commissions
received by such Underwriter in connection with the Securities underwritten by
it and distributed to the public.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act and each Underwriter153s Affiliates and selling agents shall have the
same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The Underwriters153 respective obligations to
contribute pursuant to this Section 7 are several in proportion to the aggregate
principal amount of Securities set forth opposite their respective names in
Schedule A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its
Affiliates or selling agents, any person controlling any Underwriter, its
officers or directors, or any person controlling the Company and (ii) delivery
of and payment for the Securities.

SECTION 9. Termination of Agreement.

(a) Termination. The Representatives may terminate this Agreement,
by notice to the Company, at any time at or prior to the Closing Time (i) if
there has been, in the judgment of the Representatives, since the time of
execution of this Agreement or since the respective dates as of which
information is given in the General Disclosure Package or the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
results of operations, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the completion of
the offering or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially
limited by the Commission or the New York Stock Exchange, the Nasdaq Global
Market or the Chicago Stock Exchange, or (iv) if trading generally on the New
York Stock Exchange, the Nasdaq Global Market or the Chicago Stock Exchange has
been suspended or materially limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by order of the Commission, FINRA or any other governmental
authority, or (v) a material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States or with respect
to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium
has been declared by either Federal, New York or Texas authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7, 8, 15 and 16 shall survive such termination and remain in full force
and effect.

SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at Closing Time to purchase the aggregate
principal amount of Securities which it or they are obligated to purchase under
this Agreement (the “Defaulted Securities”), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representatives shall not
have completed such arrangements within such 24-hour period, then:

(i) if the aggregate principal amount of Defaulted Securities does not exceed
10% of the aggregate principal amount of Securities to be purchased on such
date, each of the non-defaulting Underwriters shall be obligated, severally and
not jointly, to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or

(ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of
the aggregate principal amount of Securities to be purchased on such date, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement, either (i) the Representatives or (ii) the Company shall have
the right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Registration Statement, the General
Disclosure Package or the Prospectus or in any other documents or arrangements.
As used herein, the term “Underwriter” includes any person substituted for an
Underwriter under this Section 10.

SECTION 11. Default by the Company. If the Company shall fail at the
Closing Time to sell the aggregate principal amount of Securities that it is
obligated to sell hereunder, then this Agreement shall terminate without any
liability on the part of any Underwriter; provided, however, that the provisions
of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No
action taken pursuant to this Section shall relieve the Company from liability,
if any, in respect of such default.

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to each of (i) Deutsche Bank Securities Inc. at
60 Wall Street, New York, New York 10005, Attention: Investment Grade Syndicate
Desk : 3rd Floor, (ii) Goldman, Sachs & Co. at 200 West Street, New York,
New York 10282, Attention: Registration Department, (iii) J.P. Morgan Securities
LLC at 383 Madison Avenue, New York, New York 10179, Facsimile: (212) 834-6081,
Attention: High Grade Syndicate Desk : 3rd Floor and (iv) RBS Securities Inc. at
600 Washington Boulevard, Stamford, Connecticut 06901, Attention: Debt Capital
Markets Syndicate, Facsimile 203-873-4534. Notices to the Company shall be
directed to it at Apache Corporation, 2000 Post Oak Boulevard, Suite 100,
Houston, TX 77056-4400, Attention: Matthew W. Dundrea, Vice President and
Treasurer, with a copy to the attention of P. Anthony Lannie, Executive Vice
President and General Counsel, and a copy to: Bracewell & Giuliani LLP, 711
Louisiana Street, Suite 2300, Houston, TX 77002, Attention: John Brantley.

SECTION 13. No Advisory or Fiduciary Relationship. The Company
acknowledges and agrees that (a) the purchase and sale of the Securities
pursuant to this Agreement, including the determination of the initial public
offering price of the Securities and any related discounts and commissions, is
an arm153s-length commercial transaction between the Company, on the one hand, and
the several Underwriters, on the other hand, (b) in connection with the offering
of the Securities and the process leading thereto, each Underwriter is and has
been acting solely as a principal and is not the agent or fiduciary of the
Company, any of its subsidiaries, or its respective stockholders, creditors,
employees or any other party, (c) no Underwriter has assumed or will assume an
advisory or fiduciary responsibility in favor of the Company with respect to the
offering of the Securities or the process leading thereto (irrespective of
whether such Underwriter has advised or is currently advising the Company or any
of its subsidiaries on other matters) and no Underwriter has any obligation to
the Company with respect to the offering of the Securities except the
obligations expressly set forth in this Agreement, (d) the Underwriters and
their respective affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Company and (e) the Underwriters
have not provided any legal, accounting, regulatory or tax advice with respect
to the offering of the Securities and the Company has consulted its own
respective legal, accounting, regulatory and tax advisors to the extent it
deemed appropriate.

SECTION 14. Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons

and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

SECTION 15. Patriot Act. The Company acknowledges and agrees that in
accordance with the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), the Underwriters are required to
obtain, verify and record information that identifies their respective clients,
including the Company, which information may include the name and address of
their respective clients, as well as other information that will allow the
Underwriters to properly identify their respective clients.

SECTION 16. Trial by Jury. The Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its stockholders and
affiliates) and each of the Underwriters hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

SECTION 17. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CHOICE OF LAW PROVISIONS.

SECTION 18. Consent to Jurisdiction; Waiver of Immunity. Any legal
suit, action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby (“Related Proceedings”) shall be instituted in
the federal courts of the United States of America located in the City and
County of New York, Borough of Manhattan, unless any such Federal court
determines that it lacks jurisdiction over a Related Proceeding in which case
such Related Proceeding shall be instituted in the courts of the State of New
York, in each case located in the City and County of New York, Borough of
Manhattan (collectively, the “Specified Courts”), and each party irrevocably
submits to the exclusive jurisdiction (except for proceedings instituted in
regard to the enforcement of a judgment of any such court (a “Related
Judgment”), as to which such jurisdiction is non-exclusive) of such courts in
any such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party153s address set forth above shall be effective
service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts
and irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such suit, action or other proceeding brought in any such
court has been brought in an inconvenient forum.

SECTION 19. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.
EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

SECTION 20. Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.

SECTION 21. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement. Facsimile
copies of signatures shall constitute original signatures for all purposes of
this Agreement and any enforcement hereof.

SECTION 22. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriters and the Company in accordance with its terms.


Very truly yours, APACHE CORPORATION
By:	/s/ Mathew W. Dundrea
	Name:	Mathew W. Dundrea
	Title:	Senior Vice President, Treasury and Administration

[Signature Page to Underwriting Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC.
By:	/s/ Jared D. Birnbaum
	Name:	Jared D. Birnbaum
	Title:	Director

By:	/s/ Ritu Ketkar
	Name:	Ritu Ketkar
	Title:	Director

GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	Goldman, Sachs & Co.

J.P. MORGAN SECURITIES LLC
By:	/s/ Stephen L. Sheiner
	Name:	Stephen L. Sheiner
	Title:	Executive Director

RBS SECURITIES INC.
By:	/s/ Okwudiri Onyedum
	Name:	Okwudiri Onyedum
	Title:	Director

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

[Signature Page to Underwriting Agreement]

SCHEDULE A

The purchase price to be paid by the several Underwriters shall be 98.320% of
the principal amount of the 2021 Notes and 97.438% of the principal amount of
the 2042 Notes.


	Aggregate Principal		Aggregate Principal
	Amount of 2021 Notes		Amount of 2042 Notes
Name of Underwriter	to be Purchased		to be Purchased
Deutsche Bank Securities Inc.	$	80,000,000	$	80,000,000
Goldman, Sachs & Co.	$	80,000,000	$	80,000,000
J.P. Morgan Securities LLC	$	80,000,000	$	80,000,000
RBS Securities Inc.	$	80,000,000	$	80,000,000
BMO Capital Markets Corp.	$	40,000,000		:
Mitsubishi UFJ Securities (USA), Inc.		:	$	40,000,000
Morgan Stanley & Co. Incorporated	$	40,000,000		:
RBC Capital Markets, LLC		:	$	40,000,000
Standard Chartered Bank	$	40,000,000		:
UBS Securities LLC		:	$	40,000,000
ANZ Securities, Inc.		:	$	20,000,000
BBVA Securities Inc.	$	20,000,000		:
Credit Agricole Securities (USA) Inc.	$	20,000,000		:
Fifth Third Securities, Inc.		:	$	20,000,000
Natixis Securities North America Inc.	$	20,000,000		:
Scotia Capital (USA) Inc.		:	$	20,000,000


Total	$	500,000,000	$	500,000,000

Sch A-1

SCHEDULE B-1

The Issuer General Use Free Writing Prospectus specified on
Schedule B-2.

Sch B-1

SCHEDULE B-2

Free Writing Prospectus

[Follows]

Sch B-2-1

Free Writing Prospectus
Filed Pursuant to Rule 433
File No. 333-155884
November 30, 2010

APACHE CORPORATION

PRICING TERM SHEET

$500,000,000 3.625% Notes due 2021
$500,000,000 5.250% Notes due 2042



Issuer:	Apache Corporation

Ratings*:	A3/A-/A- (Stable/Stable/Negative) (Moody153s/S&P/Fitch)

Format:	SEC Registered

Trade Date:	November 30, 2010

Settlement Date:	T+3; December 3, 2010

Security Description:	3.625% Notes due 2021	5.250% Notes due 2042

Principal Amount:	$500,000,000	$500,000,000

CUSIP / ISIN:	037411AX3 / US037411AX30	037411AY1 / US037411AY13

Maturity:	February 1, 2021	February 1, 2042

Public Offering Price:	98.970% of principal amount	98.313% of principal amount

Proceeds to the Issuer, Before Expenses	$494,850,000	$491,565,000

Coupon:	3.625% per year (payable semi-annually)	5.250% per year (payable semi-annually)

Interest Payment Dates:	February 1 and August 1,	February 1 and August 1,
	commencing August 1, 2011	commencing August 1, 2011

Benchmark Treasury:	2.625% due November 15,	3.875% due August 15, 2040
	2020

Benchmark Treasury Yield:	2.797%	4.111%

Spread to Benchmark Treasury:	+95 basis points	+125 basis points

Yield to Maturity:	3.747%	5.361%

Redemption Provisions:	The 2021 Notes and the 2042 Notes will be redeemable, at the option of Apache Corporation, at any time, in whole or in part.

	If the 2042 Notes are redeemed before the date that is six months prior to their maturity date or if the 2021 Notes are redeemed before the date that is three months prior to their maturity date, the notes of the applicable series may be redeemed at a redemption price equal to the greater of:

	(i) 100% of the principal amount; or

Sch B-2-2



		(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption, on a semi-annual basis, at the treasury rate plus 15 basis points in the case of the 2021 Notes and 20 basis points in the case of the 2042 Notes;

		plus, in each case, accrued and unpaid interest to the date of redemption.

		If the 2042 Notes are redeemed on or after the date that is six months prior to their maturity date or if the 2021 Notes are redeemed on or after the date that is three months prior to their maturity date, the notes of the applicable series may be redeemed at a redemption price equal to 100% of the principal amount of the notes to be redeemed.

Denominations:		$2,000 and integral multiples of $1,000

Joint Book-Running Managers:		Deutsche Bank Securities Inc.
		Goldman, Sachs & Co.
		J.P. Morgan Securities LLC
		RBS Securities Inc.

		2021 Notes:
		BMO Capital Markets Corp.
		Morgan Stanley & Co. Incorporated
		Standard Chartered Bank

		2042 Notes:
		Mitsubishi UFJ Securities (USA), Inc.
		RBC Capital Markets, LLC
		UBS Securities LLC

Co-Managers:		2021 Notes:
		BBVA Securities Inc.
		Credit Agricole Securities (USA) Inc.
		Natixis Securities North America Inc.

		2042 Notes:
		ANZ Securities, Inc.
		Fifth Third Securities, Inc.
		Scotia Capital (USA) Inc.


*		Note: A security rating is not a recommendation to buy, sell or hold securities, it may be revised or withdrawn at any time by the assigning rating organization, and each rating presented should be evaluated independently of any other rating.

The Issuer has filed a registration statement (including a prospectus
and related preliminary prospectus supplement for the offering) with the U.S.
Securities and Exchange Commission (the “SEC”) for the offering to which this
communication relates. Before you invest, you should read the preliminary
prospectus supplement, the accompanying prospectus in that registration
statement and the other documents the Issuer has filed with the SEC for more
complete information about the Issuer and the offering. You may get these
documents for free by visiting EDGAR on the SEC153s website at http://www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you request it by calling
Deutsche Bank Securities Inc. at 1-800-503-4611, Goldman, Sachs & Co. at
1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533, or RBS Securities
Inc. at 1-866-884-2071.

Sch B-2-3

This communication should be read in conjunction with the preliminary
prospectus supplement and the accompanying prospectus. The information in this
communication supersedes the information in the preliminary prospectus
supplement and the accompanying prospectus to the extent it is inconsistent with
the information in such preliminary prospectus supplement or the accompanying
prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Sch B-2-4

Exhibit A

FORM OF OPINION OF COMPANY153S COUNSEL

	1.		The Company is validly existing and in good standing as a corporation under the laws of the State of Delaware, has full corporate power and authority to own, lease and operate its properties and to conduct its business as such business is described in the Prospectus and to enter into its obligations under the Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect;

	2.		Each of Apache North America, Inc., a Delaware corporation, and Apache Overseas, Inc., a Delaware corporation (each a “U.S. Subsidiary”), is validly existing and in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each U.S. Subsidiary, to such counsel153s knowledge after due inquiry, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity;

	3.		The Securities delivered on the date hereof are in the form contemplated by the Indenture and (i) have been duly authorized and executed by the Company for issuance and sale to the Underwriters pursuant to the Agreement and the Indenture and, when authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment of the consideration therefor pursuant to the Agreement, will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms; and (ii) conform as to legal matters in all material respects to the description thereof under the captions “Description of Notes” and “Description of Apache Corporation Debt Securities” in the General Disclosure Package and the Prospectus;

	4.		The Registration Statement has become effective under the 1933 Act; any filings of the Preliminary Prospectus Supplement or the Prospectus Supplement required prior to the date hereof pursuant to Rule 424(b) under the 1933 Act have been made in the manner and within the time period required by Rule 424(b); any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner required by Rule 433(d); and, to such counsel153s knowledge after due inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or threatened by the Commission;

	5.		The Registration Statement and the Prospectus, excluding in each case the documents incorporated by reference therein, as of their respective effective or issue dates (other than the financial statements and notes thereto and supporting schedules and other financial or accounting data and information pertaining to natural resource reserves

Exhibit A-1

			included therein or omitted therefrom and the Trustee153s Statement of Eligibility on Form T-1, as to which such counsel need express no opinion) appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the rules and regulations promulgated by the Commission thereunder;

	6.		The Base Indenture and the First Supplemental Indenture have been duly qualified under the Trust Indenture Act and have been duly authorized by the Company; and the Indenture Officers153 Certificate has been duly authorized, executed and delivered by the Company; and the Indenture (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms;

	7.		The Agreement has been duly authorized, executed and delivered by the Company;

	8.		The execution and delivery by the Company of the Agreement, the consummation of the transactions therein contemplated and the use of the net proceeds from the sale of the Securities in the manner described in the Prospectus under the caption “Use of Proceeds” do not (i) violate or constitute a default or Repayment Event under (or constitute an event that, with the giving of notice or lapse of time or both, would constitute such a default or Repayment Event under) the terms or provisions of any indenture, mortgage, deed of trust or loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Company153s most recently filed Annual Report on Form 10-K or to any Form 10-Q or Form 8-K of the Company filed since the filing of such Annual Report on Form 10-K, (ii) violate any provision of the certificate of incorporation or bylaws of the Company, (iii) violate any existing obligation of the Company under any existing court or administrative order, judgment or decree of which such counsel has knowledge after due inquiry, or (iv) violate any applicable provisions of the federal laws of the United States (based on the limitations set forth below), the laws of the State of Texas, the laws of the State of New York or the General Corporation Law of the State of Delaware;

	9.		No consent, approval, authorization or order of, or filing with, any federal, Delaware, New York or Texas court or governmental agency or body having jurisdiction over the Company is required to be made or obtained by the Company under federal or Texas law, the General Corporation Law of the State of Delaware or the laws of the State of New York for the consummation by the Company of the transactions contemplated by the Agreement in connection with the issue and sale of the Securities by the Company and the execution and delivery of the Agreement by the Company, except (i) as may be required under state securities or “Blue Sky” laws in connection with the purchase and distribution of the Securities by the Underwriters, and (ii) such as the failure to obtain or make would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

	10.		To such counsel153s knowledge after due inquiry, and other than as set forth in the Prospectus, there is no legal or governmental proceeding pending or threatened against the Company which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

	11.		Subject to the qualifications set forth therein, the discussion set forth in the Prospectus under the caption “Certain U.S. Federal Tax Considerations” is a summary of the United

Exhibit A-2

			States federal income tax matters described therein that is accurate in all material respects;

	12.		The documents incorporated by reference in the Registration Statement and the Prospectus (other than the financial statements and notes thereto, schedules and related data and other financial or accounting data and information pertaining to natural resource reserves included therein or omitted therefrom, as to which such counsel need express no opinion), when they were filed with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the particular form under the 1934 Act and the rules and regulations promulgated by the Commission thereunder; and, to such counsel153s knowledge after due inquiry, there are no documents that are required to be filed as exhibits to any of such documents incorporated by reference that are not so filed; and

	13.		The Company is not, and upon the application of the net proceeds from the issuance and sale of the Securities in the manner described under the caption “Use of Proceeds” in the Prospectus will not be, subject to regulation as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Such counsel may state that such opinion is based on and is limited to the
relevant federal law of the United States of America, the law of the State of
Texas, the law of the State of New York and the General Corporation Law of the
State of Delaware, and that it renders no opinion with respect to the state
securities or “Blue Sky” laws of any jurisdiction or the law of any other
jurisdiction. Such counsel may note that it is not admitted to the practice of
law in the State of Delaware. With respect to paragraph 8, such counsel may
state that it renders no opinion with respect to the anti-fraud provisions of
the federal securities laws. Also with respect to paragraph 8, such counsel may
state that it made no examination of any accounting or financial matters and
expresses no opinion with respect thereto.

Such counsel may state that in addition to the limitations and qualifications
set forth above, the enforceability of obligations of the Company under the
Indenture and the Securities is subject to the effect of any applicable
bankruptcy (including, without limitation, fraudulent conveyance and
preference), insolvency, reorganization, rehabilitation, moratorium or similar
laws and decisions relating to or affecting the enforcement of creditors153 rights
generally, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance or injunctive
relief. Such principles are of general application, and in applying such
principles a court, among other things, might decline to order the Company to
perform covenants. Further, such counsel may state that it expresses no opinion
with respect to the enforceability of provisions in the Indenture or the
Securities with respect to waiver, delay, extension or omission of notice or
enforcement of rights or remedies, waivers of defenses or waivers of benefits of
stay, extension, moratorium, redemption, statutes of limitations or other
benefits provided by operation of law; and that the enforceability of any
exculpation, indemnification or contribution provisions contained in the
Indenture may be limited by applicable law or public policy. Further, such
counsel may state that it expresses no opinion as to the validity, binding
effect or enforceability of any provisions in the Indenture or the Securities
that require or relate to the payment of interest, fees or charges at a rate or
in an amount that is in excess of legal limits or that a court would determine
in the circumstances under applicable law to be commercially unreasonable or a
penalty or a forfeiture.

Such counsel may state that whenever its opinion is based on factual matters
that are “of which such counsel has knowledge after due inquiry” or “to such
counsel153s knowledge after due inquiry,” it has, with the Underwriters153
concurrence, relied to the extent it deems appropriate on certificates of
officers (after

Exhibit A-3

the discussion of the contents thereof with such officers) of the Company or
certificates of others as to the existence or nonexistence of the factual
matters upon which such opinion is predicated. Such counsel shall state that it
has no reason to believe, however, that any such certificate is untrue or
inaccurate in any material respect.

Such counsel may also state that, because the primary purpose of its
engagement was not to establish or confirm factual matters or financial or
accounting matters or matters pertaining to natural resource reserves and
because of the wholly or partially non-legal character of many of the statements
contained in the Registration Statement, the General Disclosure Package and the
Prospectus, such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement, the General Disclosure Package or the
Prospectus (except to the extent expressly set forth in clause (ii) of paragraph
3 or in paragraph 11 above), and such counsel has not independently verified the
accuracy, completeness or fairness of such statements (except as aforesaid).
Without limiting the foregoing, such counsel may state that it assumes no
responsibility for, has not independently verified and has not been asked to
comment on the accuracy, completeness or fairness of the financial statements
and notes thereto, schedules and related data and other financial or accounting
data or information pertaining to natural resource reserves included in the
Registration Statement, the General Disclosure Package, the Prospectus or the
exhibits to the Registration Statement, and it has not examined the accounting,
financial or other records from which such financial statements and notes
thereto, schedules and related data and other financial or accounting data or
information pertaining to natural resource reserves contained therein were
derived. Such counsel may note that, although certain portions of the
Registration Statement have been included therein on the authority of “experts”
within the meaning of the Securities Act, such counsel are not experts with
respect to any portion of the Registration Statement, including, without
limitation, such financial statements and notes thereto, schedules and related
data and other financial or accounting data or information pertaining to natural
resource reserves included therein. Such counsel may note that it did not
participate in the preparation of the documents incorporated by reference in the
Registration Statement or the Prospectus. However, such counsel shall state that
it has participated in conferences with officers and other representatives of
the Company, its auditors, and representatives of the Underwriters, including
the Underwriters153 counsel, at which the contents of the Registration Statement,
the General Disclosure Package and the Prospectus and related matters were
discussed, and that based upon such participation and review, and relying as to
materiality in part upon the factual statements of officers and other
representatives of the Company and upon representatives of the Underwriters,
such counsel shall advise the Underwriters that no facts have come to such
counsel153s attention that have caused it to believe that the Registration
Statement, including any information included in the Prospectus which was
omitted from such Registration Statement at the time it became effective but
that is deemed to be part of and included in such Registration Statement
pursuant to Rule 430B under the 1933 Act, at the effective date with respect to
the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or that the Prospectus, as of its date or as of the date hereof, or that the
General Disclosure Package at the Applicable Time, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, it being understood
that such counsel shall not be asked to comment on, and it may express no belief
with respect to, the financial statements and notes thereto, schedules and
related data and other financial or accounting data or information pertaining to
natural resource reserves or exhibits (including the Form T-1) contained or
incorporated by reference in or omitted from the Registration Statement, the
General Disclosure Package or the Prospectus, it also being understood that,
with respect to statements contained in the General Disclosure Package, any
statement contained in any of the constituent documents shall be deemed to be
modified or superseded to the extent that any information contained in
subsequent constituent documents modifies or replaces such statement.

Exhibit A-4

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