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                                                                   Exhibit 10.25

                               ____________, 1995


TO:      _______________


         RE:     Change in Control Severance Payment


Dear _________:

         This letter has two primary purposes.  The first is to evidence your
receipt of $_________ (the "Estimated Payment") from Maxus.  The second is to
set forth your and Maxus' understanding and agreement with respect to such
payment.

         1.      The Estimated Payment represents an initial estimate of the
                 lump sum "Severance Payment" you are due pursuant to paragraph
                 5(a)(i) of the Change in Control Agreement (the "Agreement")
                 dated _____________ between you and Maxus.

         2.      You have not designated the "Employee Benefits" (as defined in
                 the Agreement) you want to receive pursuant to the Agreement.
                 However, you acknowledge and agree that to the extent the
                 receipt of any Employee Benefits constitutes "parachute
                 payments" (as defined in Section 280G of the Internal Revenue
                 Code of 1986, as amended ("Section 280G")) you will not be
                 entitled to receive any such Employee Benefits that would
                 cause the "present value" (as determined under Section 280G)
                 of all parachute payments made to you by Maxus to exceed 299%
                 of your "base amount" (as defined in Section 280G).

         3.      If and to the extent the Estimated Payment is

                 (a)      less than the present value of the sum of your
                          aggregate "Base Pay" and aggregate "Incentive Pay"
                          calculated in the manner prescribed in paragraph
                          5(a)(i) (the "Gross Severance Amount") and

                 (b)      the total of the Estimated Payment, the present value
                          of any Employee Benefits you elect to receive that
                          constitute parachute payments, and the present value
                          of any other parachute payments you receive from
                          Maxus also is less than 299% of your base amount,

                 Maxus agrees to pay you the difference between the Estimated
                 Payment and the Gross Severance Amount, but in no event will
                 such
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Severance Payment
_________, 1995
Page 2

                 payment exceed an amount that when added to all other
                 parachute payments received by you would cause you to receive
                 parachute payments in excess of 299% of your base amount.

         4.      Nothing in this letter, the Agreement or any other agreement
                 or understanding between you and Maxus is intended to and
                 shall not be construed to obligate Maxus to pay you any
                 parachute payment that when added to all other parachute
                 payments received by you would cause you to receive parachute
                 payments in excess of 299% of your base amount.  In this
                 connection,

                 (a)      all parachute payments made by Maxus to you are
                          subject to an automatic reduction if and to the
                          extent they would cause you to receive total
                          parachute payments in excess of 299% of your base
                          amount, and

                 (b)      you specifically agree to reimburse Maxus promptly if
                          and to the extent it makes any payment to you which
                          would cause you to receive total parachute payments
                          in excess of 299% of your base amount.

         5.      Nothing in this letter is intended to and shall not be
                 construed to alter your obligation to reimburse Maxus for a
                 portion of the Severance Payment to which you are otherwise
                 entitled as set forth in that certain letter agreement dated
                 ____________ if you terminate your employment with Maxus prior
                 to ___________ without Maxus' prior consent.

         Please acknowledge receipt of the Estimated Payment and your agreement
to the foregoing by signing and returning one copy of this letter.

                                           MAXUS ENERGY CORPORATION


                                           --------------------------

I ACKNOWLEDGE RECEIPT OF THE
ESTIMATED PAYMENT AND AGREE
TO THE TERMS OF THIS LETTER

---------------------------------
[Executive]
[Date]