**Exhibit 10.36**

**PLAINS EXPLORATION & PRODUCTION COMPANY**

**2004 STOCK INCENTIVE PLAN**

**RESTRICTED STOCK AWARD FOR DIRECTORS**

This Restricted Stock Award made as of the              day of     , 2007 (the “Grant Date”), by Plains Exploration &Production Company (the “Company”), to                      (the “Grantee”), evidences the grant by the Company of a stockaward of restricted shares to the Grantee on such date (the “Award”) in accordance with the provisions of the Company’s 2004 Stock Incentive Plan, as amended or restated from time to time (the “Plan”). 

1. **Basis for Award**. This Award is made in accordance with Section 9 of the Plan and the Company’s Corporate GovernanceGuidelines. The Grantee hereby receives as of the date hereof an Award of Restricted Stock (the “Grant”). 

2. **StockAwarded**. 

(a) The Company hereby awards to the Grantee, in the aggregate, 10,000 Shares (“RestrictedStock”), which shall be subject to the restrictions and conditions set forth in the Plan and in this Award. 

(b) Eachcertificate issued in respect of the Restricted Stock shall be registered in the Grantee’s name and deposited with the Company (or held in book entry form) and shall bear the following (or a similar) legend: 

***THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE)CONTAINED IN THE RESTRICTED STOCK AWARD DATED AS OF MAY 18, 2004.***

At the expiration of the restrictions, the Company shall redeliver to theGrantee (or his legal representative, beneficiary or heir) share certificates for the Shares deposited with it without any legend except as otherwise provided by the Plan, this Award or as otherwise required by applicable law. The Grantee shall havethe right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declaredwith respect to the Restricted Stock and such Retained Distributions shall be subject to the same restrictions and conditions as are applicable to the Restricted Stock. 

(c) Except as provided in the Plan or this Award, the restrictions on the Restricted Stock are that the stock will be forfeited by theGrantee and all of the Grantee’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such RestrictedStock made or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, without thewritten consent of the Committee, excluding the Grantee if he so serves on the Committee. 

3. **Vesting.** The Restricted Stockcovered by this Award shall become fully vested and non-forfeitable upon completion of the earlier of (i) one full year of service as a member of the board commencing on the date of grant or (ii) the next annual meeting of theCompany’s stockholders, provided that the Grantee still performs services as a director of the Company (or any Parent or Subsidiary) on such vesting dates. All restrictions will lapse upon (a) the Grantee’s death or separationfrom service due to Disability or (b) a Change in Control of the Company. If the Grantee ceases to be a director of the Company (or any Parent or Subsidiary) for any other reason at any time prior to the lapse of restrictions, the unvestedRestricted Stock shall automatically be forfeited upon such cessation of service. 

 

Page 1 of 2 

4. **Compliance with Laws and Regulations**. The issuance and transfer of Shares shall besubject to compliance by the Company and the Grantee with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Shares may be listed at the time of such issuance or transfer. TheGrantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (“SEC”), any state securities commission or any stock exchange to effect such compliance. 

5. **No Right to Continued Service.**Nothing in this Award shall be deemed by implication or otherwise to provide for the Grantee’scontinued service. 

6. **Adjustment Upon Changes in Capitalization**. In the event of a Change in Capitalization, the Committeeshall make appropriate adjustments to the number and class of shares relating to Restricted Stock in accordance with the provisions of Section 14 of the Plan. The Committee’s adjustment shall be effective and final, binding and conclusivefor all purposes of the Plan and this Award. 

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

8. **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 ofthe Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the discretionary terms and provisions of the Plan and the provisions of this Award,the Award shall govern and control. 

IN WITNESS WHEREOF, the Company has executed this Award as of the date first above written.

 
PLAINS EXPLORATION & PRODUCTION COMPANYBy:    John F. Wombwell, Executive Vice President
 

Page 2 of 2