Item 1.01 Entry into a Material Definitive Agreement.

On January 26, 2009, the Argentine branch of Apco Argentina Inc ("Apco"), Petrolera Entre Lomas S.A. ("PELSA"), and Petrobras Energia S.A. ("PESA") (collectively, the "Parties") amended and restated the Contrato de Union Transitoria de Empresas ("UTE") agreement relating to the Bajada del Palo concession located in Argentina (as amended and restated, the "A&R UTE Agreement"). A UTE agreement is the agreement through which oil and gas companies join in Argentina to form what in the United States is commonly referred to as a joint venture. The A&R UTE Agreement replaces the UTE agreement between the previous concession participants that was inherited by the Parties at the time they acquired their interests in the concession in 2007. The A&R UTE Agreement establishes the basic terms of the relationship between the Parties with respect to the concession. The agreement (i) confirms the general objective of the Parties to explore for, develop, and produce hydrocarbons in the concession area, (ii) confirms the percentage interests in the joint venture currently owned by the Parties (23% for Apco, 73.15% for PELSA, and 3.85% for PESA), (iii) confirms PELSA as the operator of the joint venture, (iv) establishes an operating committee and a decision making procedure, (v) provides budgeting and dispute resolution procedures, and (vi) establishes the obligations of the parties with respect to working capital, losses, and expenses. The term of the A&R UTE Agreement is 25 years from September 6, 1990, the date on which the property was awarded as a concession, including any term extensions to the concession which may be obtained from the government pursuant to applicable law.

The above description is a brief summary and is qualified in its entirety by reference to the UTE Agreement, which will be filed as an exhibit to Apco's Form 10-K for the year ended December 31, 2008, on or before March 16, 2009.

Apco also participates in a joint venture with PELSA and PESA with respect to the Entre Lomas concession and the Agua Amarga exploration permit located in Argentina. Apco has a 52.79% interest in each of the Entre Lomas joint venture, the Agua Amarga exploration permit, and the Bajada del Palo concession, of which 23% is a direct participation and 29.79% is an indirect participation through Apco's 40.72% stock ownership in PELSA. PELSA is the operator of all three properties. PELSA owns a 73.15 percent direct interest in the Entre Lomas joint venture and the Agua Amarga Exploration permit. PESA and an affiliate collectively own 58.88% of PELSA.

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