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                                                                    EXHIBIT 4.13

                                 TRUST AGREEMENT
                                       OF
                                 APACHE TRUST II

     THIS TRUST AGREEMENT OF APACHE TRUST II is dated as of March 13, 2000 (this
"Trust Agreement"), by and among Apache Corporation, a Delaware corporation, as
sponsor (the "Sponsor"), and The Chase Manhattan Bank, a New York banking
corporation, as trustee, Chase Manhattan Bank Delaware, a Delaware banking
corporation, as trustee, and Thomas L. Mitchell and Matthew W. Dundrea, each an
individual, as trustees (collectively, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:

     1. The trust created hereby shall be known as "Apache Trust II" (the
"Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.

     2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in such form as the Trustees may
approve.

     3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the trust preferred
securities and trust common securities referred to therein. Prior to the
execution and delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise contemplated by this Trust Agreement, required
by applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions
deemed proper as are necessary to effect the transactions contemplated herein.

     4. The Sponsor, on behalf of the Trust, is hereby authorized (i) to prepare
and file with the Securities and Exchange Commission (the "Commission") and to
execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the trust preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the trust preferred securities of
the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration
Statement on Form 8-A or other appropriate form (the "1934 Act Registration
Statement"), including all pre-effective and post-effective amendments thereto,
relating to the registration of the trust preferred securities of the Trust
under the Securities Exchange Act of 1934, as amended; (ii) if and at such time
as determined by the Sponsor, to file with the New



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York Stock Exchange or other exchange, or the National Association of Securities
Dealers ("NASD"), and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the trust preferred
securities of the Trust to be listed on the New York Stock Exchange or such
other exchange, or the NASD's Nasdaq National Market; (iii) to file and execute
on behalf of the Trust, such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents that shall be necessary or desirable to register the trust preferred
securities of the Trust under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iv) to execute and deliver letters or documents to, or instruments
for filing with, a depository relating to the trust preferred securities of the
Trust; and (v) to execute, deliver and perform on behalf of the Trust an
underwriting agreement with one or more underwriters relating to the offering of
the trust preferred securities of the Trust.

     In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "blue sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that each
of the Trustees, in its capacity as a trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless such Trustee is required to do so by the rules and regulations
of the Commission, the New York Stock Exchange or other exchange, NASD, or state
securities or "blue sky" laws.

     5. This Trust Agreement may be executed in one or more counterparts.

      6. The number of trustees of the Trust initially shall be four and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law.
Subject to the foregoing, the Sponsor is entitled to appoint or remove without
cause any trustee of the Trust at any time. Any trustee of the Trust may resign
upon thirty days' prior notice to the Sponsor.

     7. The Sponsor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any Indemnified
Person for any Expenses



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which are a result of the willful misconduct, bad faith or gross negligence of
such Indemnified Person.

     8. The Trust may be dissolved and terminated before the issuance of the
trust preferred securities of the Trust at the election of the Sponsor.

     9. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).



                            [SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.

                                       APACHE CORPORATION, as Sponsor



                                       By: /s/ MATTHEW W. DUNDREA
                                          --------------------------------------
                                          Name: Matthew W. Dundrea
                                          Title: Vice President and Treasurer


                                       THE CHASE MANHATTAN BANK, as
                                       trustee



                                       By: /s/ WALTER I. JOHNSON, III
                                          --------------------------------------
                                          Name: Walter I. Johnson, III
                                          Title: Assistant Treasurer

                                       CHASE MANHATTAN BANK
                                       DELAWARE, as trustee


                                       By: /s/ DENIS KELLY
                                          --------------------------------------
                                          Name: Denis Kelly
                                          Title: Assistant Vice President


                                       THOMAS L. MITCHELL, as trustee


                                       /s/ THOMAS L. MITCHELL
                                       -----------------------------------------

                                       MATTHEW W. DUNDREA, as trustee


                                       /s/ MATTHEW W. DUNDREA
                                       -----------------------------------------




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