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                                                                    EXHIBIT 10.4

                                    AGREEMENT

         THIS AGREEMENT, dated ________, 1997, is made by and between UNION
PACIFIC RESOURCES GROUP INC., a Utah corporation (the "Company"), and THOMAS R.
BLANK (the "Executive").

         WHEREAS, the Company considers it essential to the best interests of
its shareholders to facilitate the recruitment and foster the continuous
employment of senior executive officers; and

         WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists and that such
possibility, and the uncertainty and questions which it raises, may result in
the departure or distraction of the Company's senior executive officers to the
detriment of the Company and its shareholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of the
Company's senior executive officers, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

         1.    DEFINED TERMS. The definitions of capitalized terms used in this 
Agreement are provided in the last Section hereof.

         2.    COMPANY'S COVENANTS SUMMARIZED. In order to induce the Executive
to remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 3 hereof, the Company agrees, under the
conditions described herein, to pay the Executive

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the Severance Payments and the other payments and benefits described herein in
the event the Executive's employment with the Company is (or, under the terms of
this Agreement, is deemed to have been) terminated following a Change in Control
and during the term of this Agreement. Except as provided herein, no amount or
benefit shall be payable under this Agreement unless there shall have been (or,
under the terms of this Agreement, there shall be deemed to have been) a
termination of the Executive's employment with the Company following a Change in
Control and during the term of this Agreement. This Agreement shall not be
construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the Company, the
Executive shall not have any right to be retained in the employment of the
Company.

         3.    THE EXECUTIVE'S COVENANTS. The Executive agrees that, subject to
the terms and conditions of this Agreement, in the event of a Potential Change
in Control during the term of this Agreement, the Executive will remain in the
employ of the Company until the earliest of (i) a date which is six (6) months
following the date of such Potential Change in Control, (ii) the date of a
Change in Control, (iii) the date of termination by the Executive of the
Executive's employment for Good Reason or by reason of death, Disability or
Retirement, or (iv) the termination by the Company of the Executive's employment
for any reason.

         4.    TERM OF AGREEMENT. This Agreement shall commence on the date
hereof and shall continue in effect for a period of thirty-six (36) months
beyond the month in which a Change in Control occurs (or, if later, thirty-six
(36) months beyond the consummation of the transaction the approval of which by
the Company's shareholders constitutes a Change in Control under Section
15(E)(III) or (IV) hereof).

         5.    COMPENSATION OTHER THAN SEVERANCE PAYMENTS.

               5.1 Following a Change in Control and during the term of this
Agreement, if the Executive fails to perform the Executive's full-time duties
with the Company as a result of 

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incapacity due to physical or mental illness, the Company shall pay the
Executive's full salary to the Executive at the rate in effect at the
commencement of the relevant period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefits plan,
program or arrangement maintained by the Company during such period, until the
Executive's employment is terminated by the Company for Disability.

               5.2 If the Executive's employment is terminated for any reason
following a Change in Control and during the term of this Agreement, the Company
shall pay the Executive's full salary to the Executive through the Date of
Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits to which the Executive is
entitled in respect of all periods preceding the Date of Termination under the
terms of the Company's compensation and benefits plans, programs or
arrangements.

               5.3 If the Executive's employment is terminated for any reason
following a Change in Control and during the term of this Agreement, the Company
shall pay the Executive's normal post-termination compensation and benefits to
the Executive as such payments become due. Such post-termination compensation
and benefits shall be determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or benefit plans,
programs and arrangements.

         6.    SEVERANCE PAYMENTS.

               6.1 Subject to Section 6.2 hereof, the Company shall pay the
Executive the payments described in this Section 6.1 (the "Severance Payments")
upon the termination of the Executive's employment following a Change in Control
and during the term of this Agreement, in addition to any payments and benefits
to which the Executive is entitled under Section 5 hereof, unless such
termination is (i) by the Company for Cause, (ii) by reason of the Executive's
death or Disability, or (iii) by the Executive without Good Reason. For purposes
of this Agreement, the Executive's employment shall be deemed to have been
terminated by the Company without Cause 



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or by the Executive with Good Reason following a Change in Control if, following
a Potential Change in Control, (i) the Executive's employment is terminated
without Cause prior to a Change in Control and such termination was at the
request or direction of a Person who has entered into an agreement with the
Company the consummation of which would constitute a Change in Control, (ii) the
Executive terminates his employment with Good Reason prior to a Change in
Control and the circumstance or event which constitutes Good Reason occurs at
the request or direction of such Person, or (iii) the Executive's employment is
terminated without Cause prior to a Change in Control and such termination is
otherwise in connection with or in anticipation of a Change in Control which
actually occurs. For purposes of any determination regarding the applicability
of the immediately preceding sentence, any position taken by the Executive shall
be presumed to be correct unless the Company establishes to the Board by clear
and convincing evidence that such position is not correct. Notwithstanding the
foregoing, if the Executive terminates employment with the Company by means of a
Discretionary Termination, he shall be entitled to 50% of the Severance Benefits
set forth in (A) - (F) below.

                    (A) In lieu of any further salary payments to the Executive
         for periods subsequent to the Date of Termination and in lieu of any
         severance benefit otherwise payable to the Executive, the Company shall
         pay to the Executive a lump sum severance payment, in cash, equal to
         two (2) times the sum of (i) the greater of the Executive's annual base
         salary in effect immediately prior to the occurrence of the event or
         circumstance upon which the Notice of Termination is based or the
         Executive's annual base salary in effect immediately prior to the
         Change in Control, and (ii) the greater of the average of the annual
         bonuses earned or received by the Executive from the Company or its
         subsidiaries in respect of the two (2) consecutive fiscal years
         immediately preceding that in which the Date of Termination occurs or
         the average of the annual bonuses so earned or received in respect of
         the two (2) consecutive fiscal years immediately preceding that in
         which the Change in Control occurs.


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                    (B) Notwithstanding any provision of any annual or long-term
         incentive plan to the contrary, the Company shall pay to the Executive
         a lump sum amount, in cash, equal to the sum of (i) any incentive
         compensation which has been allocated or awarded to the Executive for a
         completed fiscal year or other measuring period preceding the Date of
         Termination under any such plan but which, as of the Date of
         Termination, is contingent only upon the continued employment of the
         Executive to a subsequent date or otherwise has not been paid, and (ii)
         a pro rata portion to the Date of Termination of the aggregate value of
         all contingent incentive compensation awards to the Executive for all
         then uncompleted periods under any such plan, calculated as to each
         such award by multiplying the award that the Executive would have
         earned on the last day of the performance award period, assuming the
         achievement, at the target level, of the individual and corporate
         performance goals established with respect to such award, by the
         fraction obtained by dividing the number of full months and any
         fractional portion of a month during such performance award period
         through the Date of Termination by the total number of months contained
         in such performance award period.

                    (C) Notwithstanding any provision of the Company's
         supplemental pension and thrift plans (the "Supplemental Plans") to the
         contrary, upon the termination of the Executive's employment by the
         Executive for Good Reason or by the Company, in either case at any time
         following the occurrence of a Change in Control and during the term of
         this Agreement, the Executive shall be deemed to have an additional
         twenty-four (24) months of benefit credit under each of the
         Supplemental Plans and shall be entitled to receive such additional
         credit either (1) as part of the benefit otherwise payable under the
         Supplemental Plan or (2) as a lump sum.

                    (D) For the twenty-four (24) month period immediately
         following the Date of Termination, the Company shall arrange to provide
         the Executive with life, disability, accident and health insurance
         benefits substantially similar to those which the Executive is
         receiving immediately prior to the Notice of Termination (without
         giving


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         effect to any amendment to such benefits made subsequent to a Change in
         Control which amendment adversely affects in any manner the Executive's
         entitlement to or the amount of such benefits); provided, however,
         that, unless the Executive consents to a different method (after taking
         into account the effect of such method on the calculation of "parachute
         payments" pursuant to Section 6.2 hereof), such health insurance
         benefits shall be provided though a third-party insurer. Benefits
         otherwise receivable by the Executive pursuant to this Section 6.1(D)
         shall be reduced to the extent comparable benefits are actually
         received by the Executive without cost during the twenty-four (24)
         month period following the Executive's termination of employment (and
         any such benefits actually received by the Executive shall be reported
         to the Company by the Executive).

                    (E) If the Executive would have become entitled to benefits
         under the Company's post-retirement health care or life insurance plans
         had the Executive's employment terminated at any time during the period
         of twenty-four (24) months after the Date of Termination, the Company
         shall provide such post-retirement health care or life insurance
         benefits to the Executive commencing on the later of (i) the date that
         such coverage would have first become available and (ii) the date that
         like benefits described in subsection (D) of this Section 6.1
         terminate.

                    (F) From and after the occurrence of Change in Control and
         notwithstanding any provision in the Company's 1995 Stock Option and
         Retention Stock Plan (or any agreement entered into thereunder or any
         successor stock compensation plan or agreement thereunder) to the
         contrary, any Option held by the Executive shall be fully exercisable
         and any restriction on any Retention Share held by the Executive shall
         lapse or be deemed fully satisfied, as applicable.

             6.2    (A) Whether or not the Executive becomes entitled to the
Severance Payments, if any payment or benefit received or to be received by the
Executive in connection with a Change in Control or the termination of the
Executive's employment (whether pursuant to 


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the terms of this Agreement or any other plan, arrangement or agreement with the
Company, any Person whose actions result in a Change in Control or any Person
affiliated with the Company or such Person) (all such payments and benefits,
including the Severance payments, being hereinafter called "Total Payments")
will be subject (in whole or part) to the Excise Tax, then the Company shall pay
to the Executive an additional amount (the "Gross-Up Payment") such that the net
amount retained by the Executive, after deduction of any Excise Tax on the Total
Payments and any federal, state and local income and employment tax and Excise
Tax upon the Gross-Up- Payment, shall be equal to the Total Payments. For
purposes of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay federal income and employment taxes at the highest marginal
rate of federal income and employment taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive's residence
on the Date of Termination, net of the maximum reduction in federal income taxes
which could be obtained from deduction of such state and local taxes.

                    (B) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all of the Total Payments shall be treated as "parachute payments" within
the meaning of section 280G(b)(2) of the Code, unless in the opinion of tax
counsel (the "Tax Counsel") reasonably acceptable to the Executive and selected
by the accounting firm (the "Auditor") which was, immediately prior to the
Change in Control, the Company's independent auditor, such other payments or
benefits (in whole or in part) do not constitute parachute payments, including
by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute
payments" within the meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess
parachute payments (in whole or part) represent reasonable compensation for
services actually rendered, within the meaning of section 280G(b)(4)(B) of the
Code, in excess of the Base Amount allocable to such reasonable compensation, or
are otherwise not subject to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment or benefit shall be determined by the Auditor
in accordance with the principles of section 280G(d)(3) and (4) of the Code.
Prior to the payment 

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date set forth in Section 6.3 hereof, the Company shall provide the Executive
with its calculation of the amounts referred to in this Section 6.2(B) and such
supporting materials as are reasonably necessary for the Executive to evaluate
the Company's calculations. If the Executive disputes the Company's calculations
(in whole or in part), the reasonable opinion of Tax Counsel with respect to the
matter in dispute shall prevail.

                    (C) In the event that (i) amounts are paid to the Executive
pursuant to subsection (A) of this Section 6.2, and (ii) the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time of termination of the Executive's employment, the Executive shall
repay to the Company, at the time that the amount of such reduction in Excise
Tax is finally determined, the portion of the Gross-Up Payment attributable to
such reduction plus interest on the amount of such repayment at the rate
provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder at the time of
the termination of the Executive's employment (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment to the
Executive in respect of such excess (plus any interest, penalties or additions
payable by the Executive with respect to such excess and such portion) at the
time that the amount of such excess is finally determined.

             6.3    The payments provided for in subsections (A), (B) and, if
applicable, (C) of Section 6.1 hereof and Section 6.2 hereof shall be made not
later than the fifth day following the Date of Termination; provided, however,
that if the amounts of such payments, or, if applicable, the Excise Tax, cannot
be finally determined on or before such day, the Company shall pay to the
Executive on such day an estimate, as determined in good faith by the Executive
or, in the case of Gross-Up Payments under Section 6.2 hereof, in accordance
with Section 6.2 hereof, of the minimum amount of such payments to which the
Executive is clearly entitled and shall pay the remainder of such payments
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth 


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(30th) day after the Date of Termination. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to the Executive, payable on
the fifth (5th) business day after demand by the Company (together with interest
at the rate provided in section 1274(b)(2)(B) of the Code). At the time that
payments are made under this Section, the Company shall provide the Executive
with a written statement setting forth the manner in which such payments were
calculated and the basis for such calculations including, without limitation,
any opinions or other advice the Company has received from outside counsel,
auditors or consultants (and any such opinions or advice which are in writing
shall be attached to the statement). In the event the Company should fail to pay
when due the amounts described in subsections (A), (B) and, if applicable, (C)
of Section 6.1 hereof or Section 6.2 hereof, the Executive shall also be
entitled to receive from the Company an amount representing interest on any
unpaid or untimely paid amounts from the due date, as determined under this
Section 6.3 (without regard to any extension of the Date of Termination pursuant
to Section 7.3 hereof), to the date of payment at a rate equal to the prime rate
of Citibank as in effect from time to time after such due date.

             6.4    The Company also shall pay to the Executive all legal fees 
and expenses incurred by the Executive in disputing in good faith any issue
relating to the termination of the Executive's employment following a Change in
Control (including a termination of employment following a Potential Change in
Control if the Executive alleges in good faith that such termination will be
deemed to have occurred following a Change in Control pursuant to the second
sentence of Section 6.1 hereof) or in seeking in good faith to obtain or enforce
any benefit or right provided by this Agreement or in connection with any tax
audit or proceeding to the extent attributable to the application of section
4999 of the Code to any payment or benefit provided hereunder. Such payments
shall be made as such fees and expenses are incurred by the Executive, but in no
event later than five (5) business days after delivery of the Executive's
written requests for payment accompanied with such evidence of fees and expenses
incurred as the Company reasonably may require.



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    7.  TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

             7.1    NOTICE OF TERMINATION. After a Change in Control and
during the term of this Agreement, any purported termination of the Executive's
employment (other than by reason of death) shall be communicated by written
Notice of Termination from one party hereto to the other party hereto in
accordance with Section 10 hereof. For purpose of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. Further, a Notice of
Termination for Cause is required to include a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board at a meeting of the Board which was called and held for
the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause (i) or
(ii) of the definition of Cause herein, and specifying the particulars thereof
in detail.

             7.2    DATE OF TERMINATION. "Date of Termination," with respect to 
any purported termination of the Executive's employment after a Change in
Control and during the term of this Agreement, shall mean (i) if the Executive's
employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that the Executive shall not have returned to the
full-time performance of the Executive's duties during such thirty (30) day
period), and (ii) if the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than fifteen (15) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given).


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             7.3    DISPUTE CONCERNING TERMINATION. If within fifteen (15) days
after any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be extended
until the earlier of (i) the date on which the term of this Agreement ends
(taking into account any extensions thereof that shall have occurred) or (ii)
the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice of
dispute given by the Executive only if such notice is given in good faith and
the Executive pursues the resolution of such dispute with reasonable diligence.

             7.4    COMPENSATION DURING DISPUTE. If a purported termination
occurs following a Change in Control and during the term of this Agreement and
the Date of Termination is extended in accordance with Section 7.3 hereof, the
Company shall continue to pay the Executive the full compensation in effect when
the notice giving rise to the dispute was given (including, but not limited to,
salary) and continue the Executive as a participant in all compensation, benefit
and insurance plans in which the Executive was participating when the notice
giving rise to the dispute was given, until the Date of Termination, as
determined in accordance with Section 7.3 hereof. Amounts paid under this
Section 7.4 are in addition to all other amounts due under this Agreement s and
shall not be offset against or reduce any other amounts due under this
Agreement.

    8.       NO MITIGATION. The Company agrees that, if the Executive's
employment with the Company terminates during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section 6
hereof or Section 7.4 hereof. Further, the amount of any payment or benefit
provided for in this Agreement (other than Section 6.1(D) hereof) shall not be
reduced



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by any compensation earned by the Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Company, or otherwise.

    9.  SUCCESSORS; BINDING AGREEMENT.

             9.1    In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree 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 assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate the Executive's employment for Good
Reason after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which such succession becomes effective shall be deemed
the Date of Termination.

             9.2    This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

    10. NOTICES. For the purpose of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage



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prepaid, addressed, if to the Executive, to the address shown for the Executive
in the personnel records of the Company and, if to the Company, to the address
set forth below, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon actual receipt:



                           To the Company:

                           Union Pacific Resources Group Inc.
                           801 Cherry Street
                           Ft. Worth, TX  76102
                           Attention:  Vice President and General Counsel

    11.    MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof (i.e., benefits payable to the Executive by reason of the
occurrence of a Change in Control) which have been made by either party. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Texas. All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections. Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or local law and
any additional withholding to which the Executive has agreed. The obligations of
the Company and the Executive under Sections 6 and 7 hereof shall survive the
expiration of the term of this Agreement. All obligations of the Company under
this Agreement shall remain unfunded and unsecured for federal income tax
purposes and the Executive's right to any payments shall be that of a general
creditor of the Company. Nevertheless, the Company shall establish a so-called
"rabbi trust" for purposes of providing payments hereunder and, in the event of
a Potential Change



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in Control, the Company shall immediately transfer to such rabbi trust
sufficient funds to satisfy all payment obligations to the Executives hereunder.

     12.    VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

     13.    COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

     14.    SETTLEMENT OF DISPUTES; ARBITRATION. All claims by the Executive for
benefits under this Agreement shall be directed to and determined by the Board
and shall be in writing. Any denial by the Board of a claim for benefits under
this Agreement shall be delivered to the Executive in writing and shall set
forth the specific reasons for the denial and the specific provisions of this
Agreement relied upon. The Board shall afford a reasonable opportunity to the
Executive for a review of the decision denying a claim and shall further allow
the Executive to appeal to the Board a decision of the Board within sixty (60)
days after notification by the Board that the Executive's claim has been denied.
Any further dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation or alleged breach thereof, shall be settled by
arbitration in accordance with the Center for Public Resources, Inc.
Non-Administered Arbitration Rules, by three arbitrators, none of whom shall be
appointed by either party. The arbitration shall be governed by United States
Arbitration Act 9 U.S.C. Sections 1-16, and judgment upon the award rendered by
the arbitrators may be entered by any court having jurisdiction thereof. The
place of the arbitration shall be Ft. Worth, Texas. Judgment may be entered on
the arbitrator's award in any court having jurisdiction. Notwithstanding any
provision of this Agreement to the contrary, the Executive shall be entitled to
seek specific performance of the Executive's right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.



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     15.    DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                       (A) "Base Amount" shall have the meaning set forth in
section 280G(b)(3) of the Code.

                       (B) "Beneficial Owner" shall have the meaning set forth
in Rule 13d-3 under the Exchange Act.

                       (C) "Board" shall mean the Board of Directors of the
Company.

                       (D) "Cause" for termination by the Company of the
Executive's employment shall mean (i) the willful and continued failure by the
Executive to substantially perform the Executive's duties with the Company
(other than any such failure resulting from the Executive's incapacity due to
physical or mental illness or any such actual or anticipated failure after the
issuance of a Notice of Termination for Good Reason by the Executive pursuant to
Section 7.1 hereof) after a written demand for substantial performance is
delivered to the Executive by the Board, which demand specifically identifies
the manner in which the Board believes that the Executive has not substantially
performed the Executive's duties, or (ii) the willful engaging by the Executive
in conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of
this definition, (x) no act, or failure to act, on the Executive's part shall be
deemed "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's act, or failure to
act, was in the best interest of the Company and (y) in the event of a dispute
concerning the application of this provision, no claim by the Company that Cause
exists shall be given effect unless the Company establishes to the Board by
clear and convincing evidence that Cause exists.


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                       (E) A "Change in Control" shall be deemed to have
occurred if the event set forth in any one of the following paragraphs shall
have occurred:

                           (I) any Person is or becomes the Beneficial Owner,
                       directly or indirectly, of securities of the Company (not
                       including in the securities beneficially owned by such
                       Person any securities acquired directly from the Company
                       or its affiliates other than in connection with the
                       acquisition by the Company or its affiliates of a
                       business) representing 15% or more of either the then
                       outstanding shares of common stock of the Company or the
                       combined voting power of the Company's then outstanding
                       securities; or

                           (II) the following individuals cease for any reason
                       to constitute a majority of the number of directors then
                       serving: individuals who, on the date hereof, constitute
                       the Board and any new director (other than a director
                       whose initial assumption of office is in connection with
                       an actual or threatened election contest, including but
                       not limited to a consent solicitation, relating to the
                       election of directors of the Company (as such terms are
                       used in Rule 14a-11 of Regulation 14A under the Exchange
                       Act)) whose appointment or election by the Board or
                       nomination for election by the Company's shareholders was
                       approved by a vote of at least two-thirds (2/3) of the
                       directors then still in office who either were directors
                       on the date hereof or whose appointment, election or
                       nomination for election was previously so approved; or

                           (III) the shareholders of the Company approve a
                       merger or consolidation of the Company with any other
                       corporation or approve the issuance of voting securities
                       of the Company in connection with a merger or
                       consolidation of the Company (or any direct or indirect
                       subsidiary of the Company) pursuant to applicable stock
                       exchange requirements, other than



                                     - 16 -


<PAGE>   17



                       (i) a merger or consolidation which would result in the
                       voting securities of the Company outstanding immediately
                       prior to such merger or consolidation continuing to
                       represent (either by remaining outstanding or by being
                       converted into voting securities of the surviving entity
                       or any parent thereof), in combination with the ownership
                       of any trustee or other fiduciary holding securities
                       under an employee benefit plan of the Company, at least
                       50% of the combined voting power of the voting securities
                       of the Company or such surviving entity or any parent
                       thereof outstanding immediately after such merger or
                       consolidation, or (ii) a merger or consolidation effected
                       to implement a recapitalization of the Company (or
                       similar transaction) in which no Person is or becomes the
                       Beneficial Owner, directly or indirectly, of securities
                       of the Company (not including in the securities
                       Beneficially Owned by such Person any securities acquired
                       directly from the Company or its affiliates other than in
                       connection with the acquisition by the Company or its
                       affiliates of a business) representing 15% or more of
                       either the then outstanding shares of common stock of the
                       Company or the combined voting power of the Company's
                       then outstanding securities; or

                           (IV) the shareholders of the Company approve a plan
                       of complete liquidation or dissolution of the Company or
                       an agreement for the sale or disposition by the Company
                       of all or substantially all of the Company's assets,
                       other than a sale or disposition by the Company of all or
                       substantially all of the Company's assets to an entity,
                       at least 50% of the combined voting power of the voting
                       securities of which are owned by Persons in substantially
                       the same proportions as their ownership of the Company
                       immediately prior to such sale.

Notwithstanding the foregoing, no "Change in Control" shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which

                                     - 17 -


<PAGE>   18



the record holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the
assets of the Company immediately following such transaction or series of
transactions.

                       (F) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

                       (G) "Company" shall mean Union Pacific Resources Group
Inc. and, except in determining under Section 15(E) hereof whether or not any
Change in Control of the Company has occurred, shall include its subsidiaries
and any successor to its business and/or assets which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

                       (H) "Date of Termination" shall have the meaning stated
in Section 7.2 hereof.

                       (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the Company for a period of six (6) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability following such
consecutive six (6) month period, and within thirty (30) days after such Notice
of Termination is given, the Executive shall not have returned to the full-time
performance of the Executive's duties.

                       (J) "Discretionary Termination" shall mean a voluntary
termination of employment by the Executive at any time during the 30-day period
immediately following the first anniversary of the Change in Control.


                                     - 18 -


<PAGE>   19



                       (K) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.

                       (L) "Excise Tax" shall mean any excise tax imposed under
section 4999 of the Code.

                       (M) "Executive" shall mean the individual named in the
first paragraph of this Agreement.

                       (N) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) after any Change in Control, or after any Potential
Change in Control under the circumstances described in the second sentence of
Section 6.1 hereof (treating all references in paragraphs (I) and (VII) below to
a "Change in Control" as references to a "Potential Change in Control"), of any
one of the following acts by the Company, or failures by the Company to act,
unless, in the case of any act or failure to act described in paragraph (I),
(V), (VI) or (VII) below, such act or failure to act is corrected prior to the
Date of Termination specified in the Notice of Termination given in respect
thereof:

                           (I) the assignment to the Executive of any duties
                       inconsistent with the Executive's status as a senior
                       executive officer of the Company or a substantial
                       alteration in the nature or status of the Executive's
                       responsibilities from those in effect immediately prior
                       to the Change in Control other than any such alteration
                       primarily attributable to the fact that the Company may
                       no longer be a public company;

                           (II) a reduction by the Company in the Executive's
                       compensation (annual base salary plus bonus) as in effect
                       on the date hereof or as the same may be increased from
                       time to time;

                                     - 19 -


<PAGE>   20



                           (III) the relocation of the Company's principal
                       executive offices to a location more than 50 miles from
                       the location of such offices immediately prior to the
                       Change in Control or the Company's requiring the
                       Executive to be based anywhere other than the Company's
                       principal executive offices except for required travel on
                       the Company's business to an extent substantially
                       consistent with the Executive's present business travel
                       obligations;

                           (IV) the failure by the Company to pay to the
                       Executive any portion of the Executive's current
                       compensation or to pay to the Executive any portion of an
                       installment of deferred compensation under any deferred
                       compensation program of the Company, within seven (7)
                       days of the date such compensation is due;

                           (V) the failure by the Company to continue in effect
                       any compensation plan in which the Executive participates
                       immediately prior to the Change in Control which is
                       material to the Executive's total compensation, including
                       but not limited to the Company's stock option, restricted
                       stock, stock appreciation right, incentive compensation,
                       bonus and other plans or any substitute plans adopted
                       prior to the Change in Control, unless an equitable
                       arrangement (embodied in an ongoing substitute or
                       alternative plan) has been made with respect to such
                       plan, or the failure by the Company to continue the
                       Executive's participation therein (or in such substitute
                       or alternative plan) on a basis not materially less
                       favorable, both in terms of the amount of benefits
                       provided and the level of the Executive's participation,
                       relative to other participants, as existed immediately
                       prior to the Change in Control;


                                     - 20 -


<PAGE>   21



                           (VI) the failure by the Company to continue to
                       provide the Executive with benefits substantially similar
                       to those enjoyed by the Executive under any of the
                       Company's pension, life insurance, medical, health and
                       accident, or disability plans in which the Executive was
                       participating immediately prior to the Change in Control,
                       the taking of any action by the Company which would
                       directly or indirectly materially reduce any of such
                       benefits or deprive the Executive of any material fringe
                       benefit enjoyed by the Executive at the time of the
                       Change in Control, or the failure by the Company to
                       maintain a vacation policy with respect to the Executive
                       that is at least as favorable as the vacation policy
                       (whether formal or informal) in place with respect to the
                       Executive immediately prior to the Change in Control; or

                           (VII) any purported termination of the Executive's
                       employment which is not effected pursuant to a Notice of
                       Termination satisfying the requirements of Section 7.1
                       hereof; for purposes of this Agreement, no such purported
                       termination shall be effective.

                  The Executive's right to terminate the Executive's employment
for Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

                  For purposes of any determination regarding the existence of
Good Reason, any claim by the Executive that Good Reason exists shall be
presumed to be correct unless the Company establishes to the Board by clear and
convincing evidence that Good Reason does not exist.


                                     - 21 -


<PAGE>   22



                       (O) "Gross-Up Payment" shall have the meaning set forth
in Section 6.2 hereof.

                       (P) "Notice of Termination" shall have the meaning stated
in Section 7.1 hereof.

                       (Q) "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any of its
affiliated (as defined in Rule 12b-2 promulgated under the Exchange Act), (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

                       (R) "Potential Change in Control" shall be deemed to have
occurred if the event set forth in any one of the following paragraphs shall
have occurred:

                           (I) the Company enters into an agreement, the
                       consummation of which would result in the occurrence of a
                       Change in Control;

                           (II) the Company or any Person publicly announces an
                       intention to take or to consider taking actions which, if
                       consummated, would constitute a Change in Control;

                           (III) any Person becomes the Beneficial Owner,
                       directly or indirectly, or securities of the Company
                       representing 10% or more of either the then outstanding
                       shares of common stock of the Company or the combined
                       voting power of the Company's then outstanding
                       securities; or

                                     - 22 -


<PAGE>   23


                           (IV) the Board adopts a resolution to the effect
                       that, for purposes of this Agreement, a Potential Change
                       in Control has occurred.

                       (S) "Retirement" shall be deemed the reason for the
termination of the Executive's employment if such employment is terminated in
accordance with the Company's retirement policy generally applicable to its
salaried employees, as in effect immediately prior to the Change in Control, or
in accordance with any retirement arrangement established with the Executive's
consent with respect to the Executive.

                       (T) "Severance Payments" shall mean those payments
described in Section 6.1 hereof.

                       (U) "Total Payments" shall mean those payments described
in Section 6.2 hereof.


                                       UNION PACIFIC RESOURCES GROUP INC.



                                       By:
                                          --------------------------------------
                                                  JACK L. MESSMAN


                                       EXECUTIVE


                                       By:
                                          --------------------------------------
                                                  THOMAS R. BLANK


                                     - 23 -