FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF G. STEVEN FARRIS

Exhibit 10.44

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT OF G. STEVEN FARRIS

The parties enter into this first amendment to the Employment Agreement between Apache Corporation (“Apache”) and G. Steven Farris (“Farris”) that was entered into on June 6, 1988 (hereinafter, the “Agreement”), in order to satisfy the requirements of §409A of the Internal Revenue Code of 1986, as amended (hereinafter, the “Code”).

Notwithstanding any provision in the Agreement to the contrary,

1. As required by Code §409A, payments pursuant to section 10 of the Agreement will begin automatically upon the first to occur of the following events: (a) Farris has a separation from service as determined by the Secretary of the Treasury, which occurs when Farris’s level of service drops to 20% or less of his average level of service during the preceding three years, as determined pursuant to Code §409A(a)(2)(A)(i) and IRS guidance of general applicability, including Treasury Regulation §1.409A-1(h)(1)(ii); (b) Farris becomes disabled within the meaning of Code §409A(a)(2)(C); or (c) Farris dies.

2. The payments pursuant to section 10 of the Agreement will be $0 for the first six months after Farris’s separation from service, as determined above. The payments that would have been made during that six-month period, if not for the preceding sentence, will be paid to Farris (or to his estate if he has died) within the first ten days of the seventh month after his separation from service.

IN WITNESS HEREOF , the parties have caused this amendment to be executed, effective as of January 1, 2005.

November 20, 2008

Apache Corporation Employment Agreement

Recitals

     This contract is entered into on June 6, 1988, between Apache Corporation (“Apache”), a Delaware corporation with principal offices at 1900 One United Bank Center, 1700 Lincoln Street, Denver, Colorado 80203-4519, and G. Steven Farris (“Farris”), an individual with his principal residence at 9004 S. Joplin, Tulsa, Oklahoma 74137.

     Apache wishes to employ Farris in the capacity described below on the terms and conditions described below, and Farris wishes to accept employment on those terms.

Consideration and Agreement

     In consideration of the payments and performance called for by this agreement, and in consideration of the employment relation created between them, Apache and Farris convenant and agree as follows:

     1.  Office. Apache employs Farris as its Vice President, effective as of the Commencement Date.

     2.  Employment. Farris shall commence full-time employment with Apache on the Commencement Date. While employed by Apache, Farris shall devote all of his business and professional time to the business of Apache, except for time spent managing personal business and investments.

     3.  Commencement Date. The “Commencement Date” shall be a mutually agreeable date between June 27, 1988, and July 18, 1988.

     4.  Base Compensation. Apache shall pay Farris the sum of $14,166 per month after the Commencement Date and during his employment, payable in semi-monthly installments, and modifiable only by Apache’s board of directors as provided below (“Base Compensation”).

     5.  Benefits. Farris shall participate in the following Apache benefit plans as they may be supplemented, amended, replaced or terminated by Apache from time to time:

Long-Term Incentive Compensation Plan), with a grant of 25,000 phantom shares;

Apache shall also pay for a Denver luncheon club membership and a covered garage parking space for Farris.

     6.  LTIP. Apache and Farris agree to work in good faith to formulate an additional long-term incentive program for the benefit of Farris (the “LTIP”). The LTIP will pay Farris a percentage of the net gain after tax upon each year’s annual drilling capital expenditures. Net gain will be determined on the basis of a five-year production and reserve report developed by an independent petroleum engineering consultant.

     7.  Residence. Farris may tender possession of his principal residence (including all related real property, appurtenances, impro