<PAGE> 1
EXHIBIT 4.8
Amendment
To
Non-Qualified Retirement/Savings Plan of Apache Corporation
Apache Corporation ("Apache") maintains the Non-Qualified Retirement/Savings
Plan of Apache Corporation (the "Plan"). Pursuant to section 8.02 of the Plan,
Apache has retained the right to amend the Plan. Apache hereby exercises that
right, effective as of the date this amendment is signed, as follows.
1. Section 5.03 shall be replaced in its entirety by the following.
5.03 Beneficiaries.
(a) Each Participant shall designate one or more persons, trusts or
other entities as his beneficiary (the "Beneficiary") to receive
any amounts distributable hereunder at the time of the
Participant's death. In the absence of an effective beneficiary
designation as to part or all of a Participant's interest in the
Plan, such amount shall be distributed to the Participant's
surviving spouse, if any, otherwise to the personal
representative of the Participant's estate.
(b) A beneficiary designation may be changed by the Participant at
any time and without the consent of any previously designated
Beneficiary. However, if the Participant is married, his spouse
shall be his Beneficiary unless such spouse has consented to the
designation of a different beneficiary. To be effective, the
spouse's consent must be in writing, witnessed by a notary
public, and filed with the Committee. If the Participant has
designated his Spouse as a primary or contingent beneficiary, and
the Participant and Spouse later divorce (or their marriage is
annulled), then the former Spouse will be treated as having
pre-deceased the Participant for purposes of interpreting a
beneficiary designation form completed prior to the divorce or
annulment; this provision will apply only if the Committee is
informed of the divorce or annulment before payment to the former
Spouse is authorized.
(c) Any individual or legal entity who is a beneficiary may disclaim
all or any portion of his interest in the Plan, provided that the
disclaimer satisfies the requirements of Code section 2518(b) and
applicable state law. The legal guardian of a minor or legally
incompetent person may disclaim for such person. The personal
representative (or the individual or legal entity acting in the
capacity of the personal representative according to applicable
state law) may disclaim on behalf of a beneficiary who has died.
The amount disclaimed shall be distributed as if the disclaimant
had predeceased the individual whose death caused the disclaimant
to become a beneficiary.
(d) When a Participant dies, his remaining vested Account balance shall
be distributed to his Beneficiary as soon as administratively
convenient after his death (taking into account a reasonable time
for any Beneficiary to disclaim his interest under
<PAGE> 2
subsection (c)), regardless of the payment schedule the Participant
elected, and regardless of whether installment payments had begun.
2. Section 9.03 shall be replaced in its entirety by the following.
9.03 Inalienability of Benefits
Except for disclaimers under subsection 5.03(c) and amounts paid to the
Company under section 5.06, no Participant or Beneficiary shall have the
right to assign, transfer, hypothecate, encumber or anticipate his
interest in any benefits under the Plan, nor shall the benefits under the
Plan be subject to any legal process to levy upon or attach the benefits
for payment for any claim against the Participant, Beneficiary, or the
spouse of the Participant or Beneficiary. If, notwithstanding the
foregoing provision, any benefits are garnished or attached by the order
of any court, the Company may bring an action for declaratory judgment in
a court of competent jurisdiction to determine the proper recipient of the
benefits to be distributed pursuant to the Plan. During the pendency of
the action, any benefits that become distributable shall be paid into the
court as they become distributable, to be distributed by the court to the
recipient it deems proper at the conclusion of the action.
IN WITNESS WHEREOF, this Amendment has been executed the date set forth
below.
APACHE CORPORATION
By: /s/ Daniel L. Schaeffer
Date: July 27, 2000 Title: Vice President, Human Resources
Page 2 of 2
