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                                                                   EXHIBIT 10.31

                                     FORM
                        SEVERANCE PROTECTION AGREEMENT



This agreement ("Agreement") is made as of the 25th day of March 2001 by and
between Nuevo Energy Company (the "Company") and the Executive.

WHEREAS, the Board of Directors of the Company (the "Board") recognizes the
possibility of a Change in Control (as hereinafter defined) exists and that the
threat or the occurrence of a Change in Control can result in significant
distractions of its key executive personnel because of the uncertainties
inherent in such situations;

WHEREAS, the Board has determined that it is in the best interest of the Company
and its stockholders to ensure the fair treatment of its executives in the event
of a Change in Control and that it is essential to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and effort without undue concern for
his personal financial and employment security; and

WHEREAS, in order to induce the Executive to remain in the employ of the
Company, particularly in the event of a threat or the occurrence of a Change in
Control, the Company desires to enter into this Agreement with the Executive to
provide the Executive with certain benefits in the event his employment is
terminated as a result of or in connection with a Change in Control.

NOW THEREFORE, in consideration of the respective agreements of the parties
contained herein, it is agreed as follows:

 1. Definitions. Unless otherwise specifically stated in this Agreement, the
    terms specified below shall have the following meanings:

    a. "Change in Control" shall mean (i) the Company sells or otherwise
       disposes of substantially all of its assets to another corporation or
       other entity (other than to a corporation or entity in which the persons
       that are holders of shares of the Company's common stock immediately
       prior to the transaction receive 50% or more of the common stock of such
       corporation or entity), (ii) the Company merges with another company and
       the persons who are holders of shares of the Company's common stock
       immediately prior to the merger receive less than a majority of the
       shares of common stock of the surviving company with respect to such
       shares of Company common stock in the merger, (iii) the Company merges
       with another company and a majority of the members of the board of
       directors immediately following such merger were not members of the
       Company's board of directors immediately prior to such merger, or (iv)
       any other merger, transfer of stock or other transaction wherein the
       Company

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       combines its business, assets or operations with another entity which has
       approximately the same market capitalization, total assets or similar
       measure of size and which the compensation committee of the board of
       directors determines is a Change in Control.

    b. "Constructive Discharge" shall mean:

         (i) the Executive's office, title, responsibilities, or the conditions
             of employment are substantially reduced by the Company or an
             acquiror from those specified in a written employment agreement
             with the Executive ("Employment Agreement") or if none are
             specified in the Employment Agreement, from those that exist
             immediately prior to a Change in Control; or

        (ii) the Company fails to continue in effect any compensation or
             benefit plan in which the Executive participates that is material
             to the Executive's total compensation, unless an equitable
             arrangement has been made with respect to such compensation or
             plan (including the substitution of a comparable plan); or,

       (iii) the Company takes any action materially and adversely affecting the
             Executive's participation in or materially reducing his rights or
             benefits under or pursuant to any compensation or benefit plan or
             the Company fails to increase or improve such rights or benefits on
             a basis consistent with the increases or improvements granted to
             the senior executives of the Company generally.

        (iv) the relocation of the Company's principal executive offices
             outside the greater Houston, Texas metropolitan area; or,

         (v) requiring the Executive to relocate anywhere other than the
             location of the Company's principal executive or the principal
             executive offices of the acquiror; or

        (vi) the failure of the Company to obtain a satisfactory agreement from
             any successor to assume and agree to perform this Agreement;

       (vii) the breach by the Company of any material provision of this
             Agreement.

    c. "just cause" shall mean

         (i) the willful failure or refusal of the Executive to render services
             to the Company in accordance with his obligations under his
             Employment Agreement (or in accordance with his obligations
             immediately prior to the change in control, if the Executive does
             not have an

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             Employment Agreement), and such failure or refusal continues,
             uncured, for a period of not less than 15 days after written notice
             specifically identifying the manner in which the Executive has not
             performed his duties;

        (ii) the commission by the Executive of an act of fraud or embezzlement
             against the Company or the commission by the Executive of any other
             action with the intent to injure the Company; or

       (iii) the Executive having been convicted of, or pleading guilty or nolo
             contendere to, a felony.

    d. "Base Salary" shall mean the Executive's highest annualized base rate of
       pay with the Company during the 12-month period immediately preceding
       Executive's date of termination.

 2. Effect of Agreement. This Agreement is effective as of the date first
    written above ("Effective Date"). To the extent that the Executive is
    entitled to severance benefits under this Agreement and the Executive's
    Employment Agreement with the Company, this Agreement shall take precedence
    and any cash severance amount due or payable to the Executive under this
    Agreement shall be in lieu of any payment or obligation of the Company
    pursuant to the Executive's Employment Agreement or any Company maintained
    severance plan or policy for employees in general. In all other respects,
    the Employment Agreement remains in full force and effect.

 3. Term. This Agreement shall remain in effect for an initial term of two years
    from the Effective Date. On the second anniversary of the Effective Date and
    each anniversary thereafter the term shall automatically extend for an
    additional one year unless terminated by written notice ninety days prior to
    such anniversary of the Effective Date. Notwithstanding the foregoing, this
    Agreement shall remain in effect for two years following a Change in Control
    if a Change in Control occurred during the term or any extension thereof.
    This Agreement shall terminate automatically if (i) the Executive
    voluntarily terminates his employment with the Company under circumstances
    in which the Executive is entitled to no severance or termination benefits,
    (ii) the Executive is terminated for just cause, or (iii) the Company fully
    satisfies its obligations to the Executive under this Agreement.

 4. Severance Pay. In the event that the Company terminates the Executive's
    employment for other than just cause or disability within two years of a
    Change in Control or the Executive terminates his employment due to a
    Constructive Discharge within two years of a Change in Control, the Company
    agrees to pay the Executive in one lump sum payment within 10 days of the
    termination of employment, the sum of three years Base Salary and three
    years annual bonus (calculated based on the average of the last three year's
    bonus award, but using

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    only years in which the Executive was actually employed by the Company). For
    the purpose of this calculation, the annual bonus used in the calculation
    shall be the entire bonus award accrued for the Executive and attributable
    to a particular calendar year, whether the bonus is paid in whole or in part
    or during or after that calendar year.

    In the event of a Change in Control, all outstanding and unvested options
    shall be deemed vested and shall be exercisable in whole or in part
    immediately prior to the consummation of the Change in Control transaction.
    In the event that the Company is obligated to pay the Executive under this
    Section 4 after a Change in Control, all outstanding options previously
    awarded to the Executive will, to the extent not already vested, vest
    immediately and the Executive shall have the lesser of (i) 365 days or (ii)
    the remaining Option Term to exercise any or all of his vested options.
    Notwithstanding the foregoing, unless otherwise agreed to a separate written
    agreement, if the vesting of options pursuant to this paragraph would
    prevent the use of the pooling of interests method of accounting in
    connection with a Change in Control, the vesting shall be cancelled.

    In addition to the payments required to be made hereunder, the salary
    otherwise payable to and earned by the Executive to the date of termination
    shall be prorated to the date of termination. The prorated salary, together
    with an incentive bonus calculated as if the Executive had fully met his
    annual performance target for the year in which the date of termination
    occurs, prorated to the date of termination and the then outstanding balance
    in the Executive's EVA bonus bank, if any, shall become due and payable
    within ten days after the date of termination. As expeditiously as possible
    after the termination, the Company shall pay or reimburse the Executive for
    all reasonable business expenses incurred prior to the termination. In
    addition, the Company shall continue to provide the Executive with medical,
    dental and health benefits (but not life or disability insurance) during the
    eighteen month period from the date of termination at the Company's expense,
    provided that the Executive continues to pay all employee contributions for
    such health coverage.

 5. Mitigation. Employee shall not be required to mitigate the amount of any
    payment or benefit provided in this Agreement by seeking other employment or
    otherwise, nor shall the amount of any payment or benefit provided for in
    this Agreement be reduced by any compensation or benefit earned by the
    employee as a result of employment by another employer, self-employment
    earnings, by retirement benefits, by offset against any amount claimed to be
    owing by the Executive to the Company, or otherwise; provided, however, any
    severance amount due or payable to the Executive under this Agreement as a
    result of a Change in Control is in lieu of payment under any Company
    maintained severance plan or policy for employees in general or under an
    Employment Agreement.

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 6. Gross-up of Parachute Payment. Any payment made, including without
    limitation any imputed income, or benefit provided to or on behalf of the
    Executive, including any accelerated vesting or any deferred compensation or
    other award, in connection with a Change in Control of the Company, whether
    or not made or provided pursuant to this Agreement, results in the Executive
    being subject to the excise tax imposed by Section 4999 of the Internal
    Revenue Code, as amended, (or any successor or similar provision), then the
    Company shall pay the Executive an additional amount of cash (the
    "Additional Amount") such that the net amount of all payments and benefits
    received by the Executive after paying all applicable taxes thereon,
    including on such Additional Amount, shall be equal to the net after tax
    amount of payments and benefits that the Executive would have received if
    Sections 280G and 4999 were not applicable.

 7. Successor. The Company will require any successor including any corporation
    which becomes the ultimate parent corporation of the Company ("Successor")
    to expressly assume and agree in writing satisfactory to the Executive to
    perform this Agreement in the same manner and to the same extent that the
    Company would be required to perform it if no such succession had taken
    place. Failure of the Company to obtain such written agreement from a
    Successor prior to the effectiveness of any such succession or creation of
    the parent company relationship shall be deemed a Constructive Discharge and
    shall entitle the Executive to compensation and benefits from the Company as
    set out in Section 4.

 8. Waivers and Modifications. This Agreement may be modified, and the rights
    and remedies of any provision hereof may be waived, only in accordance with
    this Section 8. No waiver by either party of any breach by the other of any
    provision hereof shall be deemed to be a waiver of any later or other breach
    thereof or as a waiver of any other provision of this Agreement. This
    Agreement sets forth all of the terms of the understanding between the
    parties with reference to the subject matter set forth herein and may not be
    waived, changed, discharged or terminated orally or by any course of dealing
    between the parties, but only by an instrument in writing signed by the
    party against whom any waiver, change, discharge or termination is sought.

 9. Governing Law.  This Agreement shall be construed in accordance with the
    laws of the State of Texas.

10. Severability. In case any one or more of the provisions contained in this
    Agreement for any reason shall be held to be invalid, illegal or
    unenforceable in any respect, such invalidity, illegality or
    unenforceability shall not affect any other provision of this Agreement, but
    this Agreement shall be construed as if such invalid, illegal or
    unenforceable provisions had never been contained herein.

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     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
this the 25th day of March 2001.




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