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EXHIBIT 99.8
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER [APACHE CORPORATION LOGO] SHARES
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AUTOMATICALLY CONVERTIBLE EQUITY SECURITIES,
CONVERSION PREFERRED STOCK, SERIES C
CUSIP 037411 70 9
See reverse for certain definitions
This Certifies That__________________________________________________________
_____________________________________________________________________________
is the owner of _____________________________________________________________
fully paid and non-assessable shares of the Automatically Convertible Equity
Securities, Conversion Preferred Stock, Series C, no par value per share, of
Apache Corporation, transferable only on the books of the corporation by the
holder hereof in person or by attorney upon surrender of this certificate
properly endorsed.
A statement of the relative rights, preferences and restrictions of the shares
of stock which the corporation is authorized to issue will be furnished without
charge to each stockholder upon request therefor.
IN WITNESS WHEREOF, the said corporation has caused this certificate to be
signed by its duly authorized officers and to be sealed with the seal of the
corporation.
Dated
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[Apache Corporation Seal]
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Cheri L. Peper, Secretary Z. S. Kobiashvili, Vice President
Countersigned:
NORWEST BANK MINNESOTA, N.A.
South St. Paul, Minnesota
Transfer Agent and Registrar
By:
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Authorized Signature
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APACHE CORPORATION
The Corporation will mail to the holder of the shares of Automatically
Convertible Equity Securities, Conversion Preferred Stock, Series C ("Preferred
Stock") represented by this Certificate, without charge within five days after
receipt of written request therefor, a copy of the express terms of the shares
represented by this Certificate and of the other classes and series of shares
which the Corporation is authorized to issue.
The shares represented by this Certificate are convertible into Common Stock in
accordance with the express terms of the Preferred Stock at any time prior to
May ___, 2002, the date fixed for mandatory redemption at the rate of, subject
to adjustment, _____ shares of Common Stock for one share of Preferred Stock so
converted.
The shares represented hereby may be converted by (1) endorsing this Certificate
for transfer to the Corporation, (2) executing the form set forth below, and (3)
surrendering this Certificate to the transfer agent.
NOTICE OF ELECTION TO CONVERT
The undersigned hereby irrevocably exercises the right to convert shares of the
Automatically Convertible Equity Securities, Conversion Preferred Stock, Series
C represented by this Certificate into Common Stock of Apache Corporation in
accordance with the terms of the Automatically Convertible Equity Securities,
Conversion Preferred Stock, Series C relating thereto.
Dated: Signature
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The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM --- as tenants in common UNIF TRF MIN ACT --- Custodian
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(Cust) (minor)
TEN ENT --- as tenants by the entireties Under Uniform Transfers to Minors
JT TEN --- as joint tenants with right of Act
survivorship and not as tenants ----------------------------
in common (State)
Additional abbreviations may also be used though not in the above list
For value received, ____________ hereby sell, assign and transfer unto
Please insert Social Security or Other
Identifying Number of Assignee
- ------------------------------------
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Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
_______________________________________________________________________________
_______________________________________________________________________________
____________________________________________________Shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _________________________________Attorney to transfer the said stock on
the books of the within-named Corporation with full power of substitution in the
premises.
Dated:
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NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY ---------------------------------------
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
ELIGIBLE GUARANTOR INSTITUTION, (Banks,
Stockbrokers, Savings And Loan
Associations And Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17 AD-15.
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