Consulting and Settlement Agreement - Unocal Corp. and Roger C. Beach


                                                           
                      CONSULTING AND SETTLEMENT AGREEMENT
                      -----------------------------------


     WHEREAS, Roger C. Beach ("Mr. Beach") ceased being Chief Executive Officer
and Chairman of the Board of Unocal Corporation and Union Oil Company of
California (jointly referred to as "Unocal") effective January 1, 2001.

     WHEREAS, Unocal and Mr. Beach wish to document the terms of said
termination of employment and the terms of his role as a Consultant to Unocal
Corporation.

     THEREFORE, Unocal Corporation and Union Oil Company of California and Roger
C. Beach ("Mr. Beach") hereby agree as follows:

1.   Mr. Beach is hereby retained by the Board of Directors of Unocal as a
Consultant for the period January 1, 2001 through December 31, 2001

2.   Mr. Beach shall be available for telephonic consultation and for such
meetings as the Board of Directors of Unocal may request. If travel is required,
Mr. Beach shall be reimbursed for reasonable expense within 30 days of
submitting documentation of such expenses.

3.   Mr. Beach shall be paid $350,000 (Three Hundred and Fifty Thousand Dollars)
for such consulting.  Said sum, less any applicable withholding, shall be paid
on or about February 15, 2001. This payment shall not been treated as "pay",
"earnings" or "compensation" under any plans or programs of Unocal.

4.   Mr. Beach's termination of employment from Unocal and Union Oil Company of
California shall be treated as "at the convenience of the Company" pursuant to
the Long-Term Incentive Plan of 1991, the Long-Term Incentive Plan of 1998 and
the Revised Incentive Compensation Plan. Therefore, Employee shall be entitled
to the delivery of shares of Restricted Stock, payment of Performance Shares and
the extended period to exercise vested stock options applicable under the terms
of said plans upon a termination of employment at the convenience of the
Company.

 
5.   Employee's termination of employment shall not be deemed "Voluntary" or
"For Cause" under that Promissory Note dated as of March 16, 2000. Therefore,
the acceleration of the payment due date under said Promissory Note to 60 days
following termination of employment shall not be applicable to Mr. Beach.

6.   Mr. Beach has been granted a Performance Bonus Award pursuant to the Long-
Term Incentive Plan of 1998.  Mr. Beach's termination will be treated as other
than a "Voluntary Termination" or a "Termination for Cause".  Therefore, Mr.
Beach shall be entitled to payment of a Performance Bonus as if he had remained
in employment during the full Award Period, including without limitation, any
payment under the Change Of Control provisions thereof.

7.   Mr. Beach shall not be entitled to any other severance-type benefits,
including without limitation, Unocal Redeployment Program or Unocal Termination
Allowance Plan benefits, except as specifically noted above.  Mr. Beach shall
not be entitled to any payments under the Unocal Employee Agreement dated July
28, 1998 by and between Mr. Beach and Unocal Corporation.

8.   This CONSULTING AND SETTLEMENT AGREEMENT is a full and complete expression
of the intent of the parties with respect to the subject matter of this
Agreement.  No other agreement or representation, express or implied, has been
made by either party with respect to the subject matter of this Agreement.

9.   This CONSULTING AND SETTLEMENT AGREEMENT shall be interpreted to be valid
to the full extent possible under the laws of the State of California.

10.  This Agreement shall be construed as a whole according to its fair meaning.
It shall not be construed strictly for or against Employee, Company or any
Release. This Agreement shall be governed by the statutes and common law of the
State of California.


                                       2

 

     IN WITNESS WHEREOF, this AGREEMENT AND GENERAL RELEASE has been executed in
duplicate originals.


UNION OIL COMPANY OF CALIFORNIA
 AND UNOCAL CORPORATION


By: /s/ Charles R. Williamson
    -------------------------
 
                                             /s/ R. C. Beach
                                             -------------------------------
                                             Signature


Charles R. Williamson                        R. C. Beach
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Print Name                                   Print Name

                                             
March 1, 2001                                2/2/01      
-----------------------------                -------------------------------
                                             Date



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