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                                                                     Exhibit 4.5


                               APACHE CORPORATION

                         EXECUTIVE RESTRICTED STOCK PLAN

       Amended and Restated December 18, 2002, effective as of May 2, 2002
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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Section 1 - Introduction..................................................    1

         1.1      Establishment...........................................    1
         1.2      Purposes................................................    1

Section 2 - Definitions...................................................    1

         2.1      Definitions.............................................    1
         2.2      Headings; Gender and Number.............................    2

Section 3 - Plan Administration...........................................    3

Section 4 - Stock Subject to the Plan.....................................    3

         4.1      Number of Shares........................................    3
         4.2      Other Shares of Stock...................................    4
         4.3      Certain Adjustments.....................................    4

Section 5 - Reorganization or Liquidation.................................    4

Section 6 - Grant of Plan Units...........................................    5

         6.1      Grants..................................................    5
         6.2      Grant Agreements........................................    5

                  6.2.1    Grant Terms....................................    5
                  6.2.2  Deferral of Vested Units.........................    5

         6.3      Termination of Employment, Death, Disability, etc.......    5
         6.4      Tax Withholding.........................................    7
         6.5      Stockholder Privileges..................................    7

Section 7 - Change of Control.............................................    7

         7.1      General ................................................    7
         7.2      Limitation on Payments..................................    7
         7.3      Definition..............................................    7


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Section 8 - Rights of Employees, Participants.............................    8

         8.1      Employment..............................................    8
         8.2      Non-transferability.....................................    8

Section 9 - Other Employee Benefits.......................................    8

Section 10 - Plan Amendment, Modification and Termination.................    9

Section 11 - Requirements of Law..........................................    9

         11.1     Requirements of Law.....................................    9
         11.2     Section 16 Requirements.................................    9
         11.3     Governing Law...........................................    9

Section 12 - Duration of the Plan.........................................   10


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                               APACHE CORPORATION
                         EXECUTIVE RESTRICTED STOCK PLAN

                                    SECTION 1

                                  INTRODUCTION

1.1 Establishment. Apache Corporation, a Delaware corporation (hereinafter
referred to, together with its Affiliated Corporations (as defined below) as the
"Company" except where the context otherwise requires), established the Apache
Corporation Executive Restricted Stock Plan (formerly known as the Pilot
Executive Restricted Plan), effective as of May 2, 2002 (the "Plan").

1.2 Purposes. The primary purpose of the Plan is to focus the energies of the
Company's executive and regional officers on significantly increasing
shareholder wealth by increasing such officers' ownership of the Company's
equity. Additional purposes of the Plan include the retention of existing key
employees and as an additional inducement in the recruitment of talented
personnel in a competitive environment.

                                    SECTION 2

                                   DEFINITIONS

2.1 Definitions. The following terms shall have the meanings set forth below:

      "Affiliated Corporation" means any corporation or other entity (including
but not limited to a partnership) which is affiliated with Apache Corporation
through stock ownership or otherwise and is treated as a common employer under
the provisions of Sections 414(b) and (c) or any successor section(s) of the
Internal Revenue Code.

      "Board" means the Board of Directors of the Company.

      "Committee" means the Stock Option Plan Committee of the Board or such
other committee of the Board that is empowered hereunder to administer the Plan.
The Committee shall be constituted at all times so as to permit the Plan to be
administered by "non-employee directors" (as defined in Rule 16b-3 of the
Securities Exchange Act of 1934, as amended).


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      "Deferred Delivery Plan" means the Company's Deferred Delivery Plan, as it
has been or may be amended from time to time, or any successor plan.

      "Deferred Restricted Units" means investment units under the Deferred
Delivery Plan, each of which is deemed to be equivalent to one share of Stock.

      "Eligible Employees" means executive and regional officers of the Company.

      "Fair Market Value" means the closing price of the Stock as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System
("Composite Tape") for a particular date. If there are no Stock transactions on
such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Stock transactions.

      "Grant" has the meaning set forth in Section 6 hereof.

      "Grant Agreement" has the meaning set forth in Section 6 hereof.

      "Grant Date" means for any Grant the date specified in the applicable
resolutions of the Committee

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as it may
be amended from time to time.

      "Participant" means an Eligible Employee designated by the Committee from
time to time during the term of the Plan to receive one or more Grants of Plan
Units under the Plan.

      "Plan Units" means investment units, each of which is deemed to be
equivalent to one share of Stock, convertible into a Deferred Stock Unit or a
share of Stock, as applicable, upon the vesting of a Grant.

      "Stock" means the $1.25 par value Common Stock of the Company.

2.2 Headings; Gender and Number. The headings contained in the Plan are for
reference purposes only and shall not affect in any way the meaning or
interpretation of the Plan. Except when otherwise indicated by the context, the
masculine gender shall also include the feminine gender, and the definition of
any term herein in the singular shall also include the plural.


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                                    SECTION 3

                               PLAN ADMINISTRATION

The Plan shall be administered by the Committee. In accordance with the
provisions of the Plan, the Committee shall, in its sole discretion, adopt rules
and regulations for carrying out the purposes of the Plan, including, without
limitation, selecting the Participants from among the Eligible Employees
appointing designees or agents (who need not be members of the Committee or
employees of the Company) to assist the Committee with the administration of the
Plan, and establish such other terms and requirements as the Committee may deem
necessary or desirable and consistent with the terms of the Plan. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan, or in any Grant Agreement entered into hereunder, in the manner and to
the extent it shall deem expedient and the Committee shall be the sole and final
judge of such expediency. No member of the Committee shall be liable for any
action or determination made in good faith. The determinations, interpretations
and other actions of the Committee pursuant to the provisions of the Plan shall
be binding and conclusive for all purposes and on all persons.

                                    SECTION 4

                            STOCK SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to Sections 4.3 and Section 6.1 hereof, up to five
hundred thousand (500,000) shares of Stock are authorized for issuance under the
Plan upon conversion of any Plan Units in accordance with the Plan's terms and
subject to such restrictions or other provisions as the Committee may from time
to time deem necessary. Shares of Stock which may be issued pursuant to the
conversion of any Plan Units or related Deferred Restricted Units awarded
hereunder shall be applied to reduce the maximum number of shares of Stock
remaining available for use under the Plan. The Company shall at all times
during the term of the Plan and while any Plan Units or related Deferred
Restricted Units are outstanding retain as authorized and unissued Stock and/or
Stock in the Company's treasury, at least the number of shares from time to time
required under the provisions of the Plan, or otherwise assure itself of its
ability to perform its obligations hereunder.


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4.2 Other Shares of Stock. Any shares of Stock that are subject to issuance upon
conversion of a Plan Unit or related Deferred Restricted Unit which expires, is
forfeited, is cancelled, or for any reason is terminated, and any shares of
Stock that for any other reason are not issued to a Participant or are forfeited
shall automatically become available for use under the Plan.

4.3 Certain Adjustments. If the Company shall at any time increase or decrease
the number of its outstanding shares of Stock (other than by way of issuing
Stock in a public or private offering for cash or property) or change in any way
the rights and privileges of such shares by means of a dividend or any other
distribution upon such shares payable in Stock, or through a split, subdivision,
consolidation, combination, reclassification or recapitalization involving the
Stock or a subscription for shares of Stock that has the effect of diluting the
Company's capital (hereinafter a "capital restructuring"), then for purposes of
determining the entitlement to payments under Section 6, the number of shares of
Stock authorized for issuance under this Section 4, shall be equitably and
proportionally adjusted to take into account any capital restructuring. Any
adjustment under this Section shall be made by the Committee, whose
determination with regard thereto, including whether any adjustment is needed,
shall be final and binding upon all parties.

                                    SECTION 5

                          REORGANIZATION OR LIQUIDATION

In the event that the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or if all or substantially all
of the assets or more than 20 percent of the outstanding voting stock of the
Company is acquired by any other corporation, business entity or person, or in
case of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or liquidation of the Company, and if the provisions of Section
7 hereof do not apply, the Committee, or the board of directors of any
corporation assuming the obligations of the Company, shall, as to the Plan and
outstanding Plan Units either (i) make appropriate provision for the adoption
and continuation of the Plan by the acquiring or successor corporation and for
the protection of any holders of such outstanding Plan Units by the substitution
on an equitable basis of appropriate stock of the Company or of the merged,
consolidated or otherwise reorganized corporation which will be issuable with
respect to the Stock, provided that no additional benefits shall be conferred
upon the Participants holding such Plan Units as a result of such substitution,
or (ii) provide that all Plan Units shall become immediately vested and
convertible into shares of Stock.


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                                    SECTION 6

                               GRANT OF PLAN UNITS

6.1 Grants. From time to time each Participant may be awarded one or more grants
(each, a "Grant") of Plan Units under this Plan by the Committee. Each Grant
shall be composed of a number of Plan Units as may be determined by the
Committee in its sole discretion. Each Grant awarded by the Committee shall be
evidenced by a written agreement entered into by the Company and the Participant
to whom the Grant is awarded (the "Grant Agreement"), which shall contain the
terms and conditions set out in this Section 6 (which may be modified in any
manner as the Committee shall determine in its sole discretion), as well as such
other terms and conditions as the Committee may consider appropriate.

6.2 Grant Agreements. Each Grant Agreement entered into by the Company and each
Participant shall contain at least the following terms and conditions. In the
event of any inconsistency between the provisions of the Plan and any Grant
Agreement, the provisions of the Plan shall govern.

      6.2.1 Grant Terms. Each Grant Agreement shall evidence the Grant of Plan
Units and conditionally entitle the Participant to receive the indicated Plan
Units which shall vest, subject to Section 6.2.2 below, based on the following
schedule:

<TABLE>
<S>                                                       <C>
              First Anniversary of the Grant Date         25%
              Second Anniversary of the Grant Date        25%
              Third Anniversary of the Grant Date         25%
              Fourth Anniversary of the Grant Date        25%
</TABLE>

      6.2.2 Deferral of Vested Units. At the time each Grant is made
Participants may make an irrevocable election to defer all or a portion of such
Grant. Upon vesting in accordance with Section 6.2.1 above, such Plan Units for
which deferral has been elected shall automatically convert into Deferred
Restricted Units and be deferred into the Deferred Delivery Plan. The
Participant shall have the right to make any elections with respect to such
Deferred Restricted Units as are permitted pursuant to the terms of the Deferred
Delivery Plan (including elections as to distributions from the Deferred
Delivery Plan); provided, however, that such elections are made by the deadline
established by the Committee.

6.3 Termination of Employment, Death, Disability, etc. Except as set forth
below, each Grant Agreement shall state that each Grant, the Plan Units received
thereunder and the right to receive any shares of Stock or Deferred Restricted


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Units, thereunder upon vesting of the Plan Units shall be subject to the
condition that the Participant has remained an Eligible Employee from the
initial award of a Grant until the applicable vesting date as follows:

      (a) If the employment of the Participant is terminated by the Company for
cause, all Plan Units, vested and unvested, and any Deferred Restricted Units
into which vested Plan Units have been converted shall thereafter be void and
forfeited for all purposes.

      (b) If the Participant voluntarily leaves the employment of the Company,
or if the employment of the Participant is terminated by the Company other than
for cause, the Participant shall be entitled to receive the shares of Stock
issueable or Deferred Restricted Units credited to the Participant's account in
the Deferred Delivery Plan on account of vested Plan Units in accordance with
Section 5 or 6.2.2. Such Participant shall not be entitled to any shares of
Stock issueable or Deferred Restricted Units credited on account of Plan Units
that were not vested prior to the effective date of such Participant's leaving
the employment of the Company. If the Participant dies before receiving all of
the Stock or Deferred Restricted Units to which he or she is entitled under this
Section 6.3(b), such Stock or Deferred Restricted Units shall be issued to those
entitled under the Participant's will or by the laws of descent and
distribution.

      (c) If the Participant becomes disabled (as determined pursuant to the
Company's Long-Term Disability Plan or any successor plan), while still employed
by the Company, the Participant shall be entitled to receive the shares of Stock
issueable or Deferred Restricted Units credited to the Participant's account in
the Deferred Delivery Plan on account of vested Plan Units in accordance with
Section 5 or 6.2.2. Such Participant shall not be entitled to any shares of
Stock issueable or Deferred Restricted Units credited on account of Plan Units
that were not vested prior to the date such Participant's became disabled. If
the Participant dies before receiving all of the Stock or Deferred Restricted
Units to which he or she is entitled under this Section 6.3(c), such Stock or
Deferred Restricted Units shall be issued to those entitled under the
Participant's will or by the laws of descent and distribution.

      (d) If a Participant dies while still employed by the Company, all
unvested Plan Units shall automatically vest and convert into the right to
receive Stock, without conversion into Deferred Restricted Units and deferral
into the Deferred Delivery Plan, and the shares of Stock or Deferred Restricted
Units issueable for vested Plan Units (including those vested pursuant to this
Section 6.3(d)) will be issued in accordance with Section 5 or 6.2.2 and shall
be made to those entitled under the Participant's will or by the laws of descent
and distribution.


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6.4 Tax Withholding. Each Grant Agreement shall provide that, upon issuance of
shares of Stock upon conversion of any Plan Units or related Deferred Restricted
Units, the Participant shall make appropriate arrangements with the Company to
provide for the amount of minimum tax withholding required by Sections 3102 and
3402 or any successor section(s) of the Internal Revenue Code and applicable
state and local income and other tax laws.

6.5 Stockholder Privileges. No Participant shall have any rights as a
stockholder with respect to any shares of Stock into which a Plan Unit is
convertible until the Participant becomes the holder of record of such Stock.

                                    SECTION 7

                                CHANGE OF CONTROL

7.1 In General. In the event of a change in control of the Company, as defined
in Section 7.3 hereof, all unvested Plan Units shall automatically vest and
convert into the right to receive Stock (issueable in one lump sum immediately
after such conversion), without conversion into Deferred Restricted Units and
deferral into the Deferred Delivery Plan, without further action by the
Committee or the Board.

7.2 Limitation on Payments. If the provisions of this Section 7 would result in
the receipt by any Participant of a payment within the meaning of Section 280G
or any successor section(s) of the Internal Revenue Code, and the regulations
promulgated thereunder, and if the receipt of such payment by any Participant
would, in the opinion of independent tax counsel of recognized standing selected
by the Company, result in the payment by such Participant of any excise tax
provided for in Sections 280G and 4999 or any successor section(s) of the
Internal Revenue Code, then the amount of such payment shall be reduced to the
extent required, in the opinion of independent tax counsel, to prevent the
imposition of such excise tax; provided, however, that the Committee, in its
sole discretion, may authorize the payment of all or any portion of the amount
of such reduction to the Participant.

7.3 Definition. For purposes of the Plan, a "change of control" shall mean any
of the events specified in the Company's Income Continuance Plan or any
successor plan which constitute a change of control within the meaning of such
plan.


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<PAGE>
                                    SECTION 8

                        RIGHTS OF EMPLOYEES, PARTICIPANTS

8.1 Employment. Neither anything contained in the Plan or any Grant Agreement
nor the granting of any Plan Units under the Plan shall confer upon any
Participant any right with respect to the continuation of his or her employment
by the Company or any Affiliated Corporation, or interfere in any way with the
right of the Company or any Affiliated Corporation, at any time to terminate
such employment or to increase or decrease the level of the Participant's
compensation from the level in existence at the time of the award of Plan Units.

8.2 Non-transferability. No right or interest of any Participant in a Plan Unit
granted pursuant to the Plan shall be assignable or transferable during the
lifetime of the Participant, either voluntarily or involuntarily, or subjected
to any lien, directly or indirectly, by operation of law, or otherwise,
including execution, levy, garnishment, attachment, pledge or bankruptcy. In the
event of a Participant's death, a Participant's rights and interests in any Plan
Unit shall, to the extent provided in Section 6.3 hereof, be transferable by
testamentary will or the laws of descent and distribution, and payment of any
entitlements due under the Plan shall be made to the Participant's legal
representatives, heirs or legatees. If, in the opinion of the Committee, a
person entitled to payments or to exercise rights with respect to the Plan is
disabled from caring for his or her affairs because of mental condition,
physical condition or age, payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.

                                    SECTION 9

                             OTHER EMPLOYEE BENEFITS

The amount of any income deemed to be received by a Participant as a result of
the payment upon conversion of a Plan Unit shall not constitute "earnings" or
"compensation" with respect to which any other employee benefits of such
Participant are determined, including without limitation benefits under any
pension, profit sharing, life insurance or salary continuation plan.


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<PAGE>
                                   SECTION 10

                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Committee or the Board may at any time terminate and, from time to time, may
amend or modify the Plan. No amendment, modification or termination of the Plan
shall in any manner adversely affect any Plan Unit theretofore awarded under the
Plan, without the consent of the Participant holding such Plan Unit.

The Committee shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with the provisions of
the laws (including, but not limited to, tax laws and regulations) of countries
other than the United States in which the Company may operate, so as to assure
the viability of the benefits of the Plan to Participants employed in such
countries.

                                   SECTION 11

                               REQUIREMENTS OF LAW

11.1 Requirements of Law. The issuance of shares of Stock pursuant to the Plan
shall be subject to all applicable laws, rules and regulations, including
applicable federal and state securities laws. The Company may require a
Participant, as a condition of receiving payment upon conversion of a Plan Unit,
to give written assurances in substance and form satisfactory to the Company and
its counsel to such effect as the Company deems necessary or appropriate in
order to comply with federal and applicable state securities laws.

11.2 Section 16 Requirements. If a Participant is an officer or director of the
Company within the meaning of Section 16, Grants awarded hereunder shall be
subject to all conditions required under Rule 16b-3, or any successor rule(s)
promulgated under the Securities Exchange Act of 1934, as amended, to qualify
the Plan Units for any exemption from the provisions of Section 16 available
under such Rule. Such conditions are hereby incorporated herein by reference and
shall be set forth in the agreement with the Participant, which describes the
Grant.

11.3 Governing Law. The Plan and all Grant Agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Texas.


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                                   SECTION 12

                              DURATION OF THE PLAN

The Plan shall terminate at such time as may be determined by the Committee, and
no Plan Units shall be awarded after such termination. If not sooner terminated
under the preceding sentence, the Plan shall fully cease and expire at midnight
on May 1, 2012. Plan Units which remain outstanding at the time of the Plan
termination shall continue in accordance with the Grant Agreement pertaining to
such Plan Units.

Dated:   December 18, 2002

                                              APACHE CORPORATION

ATTEST:

/s/ Cheri L. Peper                       By:  /s/ Jeffrey M. Bender
---------------------------------             ----------------------------------
Cheri L. Peper                                Jeffrey M. Bender
Corporate Secretary                           Vice President


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