**Exhibit 10.6**

**PLAINS EXPLORATION & PRODUCTION COMPANY**

**2002 STOCK INCENTIVEPLAN**

**RESTRICTED STOCK UNIT AGREEMENT**

**[With Employment Agreement]**

This Restricted Stock Unit Agreement (the“Agreement”), made as of the **    day of                     , 20**     (the “GrantDate”), by and between Plains Exploration & Production Company (the “Company”), and **«Fname» «Middle»«Dot» «Lname»**(the “Grantee”), evidences the grant by theCompany of restricted stock units (“Restricted Stock Units” or “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Plains Exploration & ProductionCompany 2002 Stock Incentive Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows: 

1. **Basis for Award**. This Award is made in accordance with Section 10 of the Plan. The Grantee hereby receives as of the date hereof an Award of Restricted Stock Units pursuant to theterms of this Agreement (the “Grant”). 

2. **Stock Awarded**. 

(a) Effective                     ,20    , the Company hereby awards to the Grantee, in the aggregate, **«Shares»**Restricted Stock Units. 

(b) The Company shall in accordance with the Plan establish and maintain a Restricted Stock Unit Account for the Grantee, and such account shall be credited for the number of Restricted Stock Unitsgranted to the Grantee. The Restricted Stock Unit Account shall be credited for any securities or other property (including regular cash dividends) distributed to the Company in respect of its Shares. Any such property shall be subject to the samevesting schedule as the Restricted Stock Units to which they relate. 

(c) Until the Restricted Stock Units awarded to theGrantee shall have vested, the Restricted Stock Units and any related securities, cash dividends or other property nominally credited to a Restricted Stock Unit Account shall not be sold, transferred, or otherwise disposed of and shall not bepledged or otherwise hypothecated. 

3. **Vesting**. The Restricted Stock Units covered by this Agreement shall vest22.5% on         , 22.5% on                     , 22.5% on                    , 16.25% on                    , and 16.25% on                    , provided that, Grantee is still employed by the Company (or any Parent or Subsidiary) on such vesting date. The paymentof Restricted Stock Units may be deferred under the terms of a deferred compensation plan of the Company, if any, in which the Grantee participates. The Restricted Stock Units shall immediately vest with respect to 100% of the Restricted Stock Unitscovered by this Agreement upon the occurrence of any of the following events: (a) the Grantee’s death, separation from employment due to Disability, termination of employment by the Company without Cause provided that the Grantee’semployment agreement with the Company provides for a termination of employment by the Company without Cause (as defined in such employment agreement), or termination of employment by the Grantee for Good

Reason provided that the Grantee’s employment agreement with the Company provides for a termination of employment by the Grantee for Good Reason (as defined in such employment agreement), or(b) a Change in Control of the Company. If the Grantee ceases to be employed by the Company (or any Parent or Subsidiary) for any other reason at any time prior to the lapse of restrictions, the unvested Restricted Stock Units shallautomatically be forfeited upon such cessation of employment. 

4. **Payment**. Not later than 2 1/2 months after the vesting date, full payment of thevested amount shall be made in Shares. The Committee shall cause a stock certificate to be delivered to the Grantee with respect to such Shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. Anysecurities, cash dividends or other property credited to the Restricted Stock Unit Account other than Restricted Stock Units shall be paid not later than2 1/2 months after the vesting date in kind, or, inthe discretion of the Committee, in cash. 

5. **Compliance with Laws and Regulations**. The issuanceof Shares upon vesting of the Restricted Stock Units shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws, other applicable laws and regulations of any stock exchange on which the Sharesmay be listed at the time of such issuance or transfer. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (“SEC”), any state securities commissionor any stock exchange to effect such compliance. 

6. **Tax Withholding**. The Grantee agrees that no later than thedate as of which the Restricted Stock Units vest, the Grantee shall pay to the Company, (in cash or by forfeiture of Restricted Stock Units held by the Grantee whose Fair Market Value of the underlying Shares on the day preceding the date theRestricted Stock Units vest is equal to the amount of the Grantee’s tax withholding liability), any federal, state or local taxes of any kind required by law to be withheld, if any, not to exceed the statutory minimum, with respect to theRestricted Stock Units for which the restrictions shall lapse. 

7. **Nontransferability**. This Award is nottransferable. 

8. **No Right to Continued Employment**. Nothing in this Agreement shall be deemed by implication orotherwise to impose any limitation on the right of the Company or any of its affiliates to terminate the Grantee’s employment at any time, in absence of a specific written agreement to the contrary. 

9. **Representations and Warranties of Grantee**. The Grantee represents and warrants to the Company that: 

(a) Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and has read and understands the terms of the Planand this Agreement, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid and the Grantee laterdisposes of the Shares, and that the Grantee should consult a tax advisor prior to such time. 

 
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(b) Cooperation. The Grantee agrees to sign such additional documentation as mayreasonably be required from time to time by the Company. 

10. **Adjustment Upon Changes in Capitalization**. In theevent of a Change in Capitalization, the Committee shall make appropriate adjustments to the number and class of shares relating to the Restricted Stock Units in accordance with the provisions of Section 14 of the Plan. The Committee’sadjustment shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement. 

11.**Governing Law; Modification**. This Agreement shall be governed by the laws of the State of Delaware without regard to the conflict of law principles. The Agreement may not be modified except in writing signed by both parties.

12. **Defined Terms**. Except as otherwise provided herein, or unless the context clearly indicates otherwise,capitalized terms used but not defined herein have the definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event ofa conflict or inconsistency between the discretionary terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. 

13. **Miscellaneous**. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly requiredby the context. 

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

 
PLAINS EXPLORATION & PRODUCTION COMPANYJohn F. Wombwell, Executive Vice President
 
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