EX-10.64



 Exhibit 10.64 

Apache Corporation 

Amendment of Restricted Stock Unit Awards 
  

			
	Recipient Name:		G. Steven Farris (“Recipient”, “Employee,” “you” or “your”)
		
	Company:		Apache Corporation
		
	Amendment:		This is a summary of the amendment of the terms of your grant(s) of Restricted Stock Units (“RSUs”) under certain prior notices (the “Grant Notices”) subject to the terms of the Apache Corporation 2007 Omnibus
Equity Compensation Plan, as amended, and the Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended (the “Plans”) and the Restricted Stock Unit Award Agreements (the “Agreements”).
		
			You were previously awarded Apache Corporation RSUs in accordance with the terms of the Plans and the Agreements. In connection with your retirement from service with the Company effective January 20, 2015 (the “Retirement
Date”) and the terms of the retirement agreement between you and the Company (the “Retirement Agreement”), for purposes of vesting of your outstanding RSUs determined as of the Retirement Date under the Plans, upon your acceptance of
this Amendment, the Company agrees that such outstanding RSUs will continue to vest according to their original schedules and any agreed amendments to said equity plans and award agreements as if you continued employment with the Company after your
Retirement Date, provided that such vesting shall occur at such times solely if you are then in compliance with the provisions of the Retirement Agreement. For the avoidance of doubt, however, you will not be treated as continuing in employment with
the Company after the Retirement Date for purposes of the Change of Control provisions of the Plans and the Agreements. Employee’s exclusion from receiving the benefits of the Change of Control provisions of the Plans and Agreements shall not
diminish nor terminate the other rights and benefits provided to Employee regarding restricted stock units, and in lieu of TSRs under the Apache Corporation Executive Retirement Agreement between Employee and Apache Corporation.
		
	Affected Awards:		All outstanding Restricted Stock Units under the Plans as of the Retirement Date.
		
	Plans:		Apache Corporation 2007 Omnibus Equity Compensation Plan, as amended
		
			Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended
		
	Acceptance:		Please indicate your acceptance of this Amendment by executing the attached Amendment and returning it to Margery M. Harris. Upon acceptance of this Amendment you will be able to continue to access your account at
netbenefits.fidelity.com. By accepting this Amendment, you will have agreed to the terms and conditions set forth in the Amendment


  
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			and the terms and conditions of the Plans. You also agree to immediately notify Apache Corporation of any future change in your address or other contact information. If you do not accept this Amendment, for purposes of vesting of
your RSUs, you will be treated as terminating from employment with the Company on the Retirement Date.


  
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 Apache Corporation 

Amendment of Restricted Stock Unit Agreements 

This Amendment to the Restricted Stock Unit Award Agreements is entered into in connection with the Recipient’s retirement from service
with Apache Corporation (together with its Affiliates, the “Company”) effective January 20, 2015 (the “Retirement Date”) and the terms of the retirement agreement between the Recipient and the Company (the “Retirement
Agreement”) and governs all outstanding RSUs under the Plans and the Agreements, determined as of the Retirement Date, between the Company and the Recipient. 
  

	 	1.	Section 3 of each of the Agreements is hereby amended to add a new paragraph at the end thereof, which shall read as follows: 


Retirement Agreement. Notwithstanding the provisions of Section 3 of any Agreement or the provisions of the Grant Notices
or the Plans to the contrary, for purposes of vesting of the RSUs, the Recipient’s employment shall be deemed to continue with the Company following the Retirement Date provided that the Recipient remains in compliance with the provisions of
the Retirement Agreement. The Recipient shall immediately notify the Company of any future change in address or other contact information. 
  

	 	2.	The remaining terms of the Agreements and the Plans shall continue in full force and effect except as provided in the controlling Apache Corporation Executive Retirement Agreement between Recipient and Apache
Corporation. 

  

	 	3.	This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. 

  

	 	4.	If any provision of this Amendment is held invalid or unenforceable, the remainder of this Amendment shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect
to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law. 


  
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 IN WITNESS HEREOF the parties have caused this Amendment to be executed, agreed and accepted, effective as
of January 20, 2015. 
  

									
	APACHE CORPORATION				G. STEVEN FARRIS, RECIPIENT
					
	By:		 /s/ Margery M. Harris
				By:		 /s/ G. Steven Farris

			Margery M. Harris						G. Steven Farris
			Executive Vice President,						
			Human Resources						

  

	
	ATTEST:
	
	/s/ Cheri L. Peper
	Cheri L. Peper
	Corporate Secretary


  
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