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                TERMINATION AND EMPLOYMENT AGREEMENT AND RELEASE


         This Termination and Employment Agreement and Release ("Agreement"), is
made and  entered  into as of the  Effective  Date,  as defined  herein,  by and
between John Imle ("Employee"),  Union Oil Company of California ("Company") and
Unocal Corporation ("Unocal").  The Company and Unocal are sometimes referred to
herein jointly as "Companies".

         WHEREAS,  Employee  (i)  presently  serves  as a  director  of  each of
Companies, (ii) is Vice Chairman of Unocal, and (iii) is an employee of Company.

         WHEREAS, effective as of December 31, 1999, Employee hereby resigns his
positions as a director of the Companies.

         NOW,  THEREFORE,  in consideration of the mutual promises  contained in
this Agreement and other  valuable  consideration,  the  sufficiency of which is
hereby acknowledged, Companies and Employee agree as follows:

          1.   Termination of  Employment.  In the best interests of the Company
               and its  shareholders,  upon  execution  of this  agreement,  the
               Companies  hereby  terminate  Employee  from  all of his  current
               employment-related positions with the Companies,  effective as of
               December 31, 1999. Employee shall be on vacation from October 15,
               1999 through  December 31, 1999.  Employee  shall  receive a cash
               payment for all accrued but not taken  vacation  determined as of
               January 2, 2000 - such payment, less Applicable  Withholding,  to
               be made by January 15, 2000.

          2.   Services to be Rendered by Employee On and After Effective Date.

               (a)  Term of Employment.

               Employee  shall be employed by the  Companies  continuously  as a
               Consulting  Employee,  commencing  January 2, 2000 and continuing
               through  March  31,  2001.  Such  employment  may  be  terminated
               earlier,  provided that such termination  shall be exclusively in
               accordance with Section 9(2) of this Agreement.

               (b) Duties to be Performed.

               Employee shall make himself  available  during  regular  business
               hours at Employee's reasonable  convenience to perform telephonic
               consultation on matters not involving Confidential Information of
               the Companies,  provided that such telephonic  consultation shall
               not be  required  of  Employee  at  times  which  interfere  with
               Employee's ability to conduct  employment or business  activities
               and in any case not more than 80 hours per  month.  In  addition,
               Employee shall make himself  available  during  regular  business
               hours to  provide  testimony  in  litigation  to which any of the
               Companies is a party,  but such time shall reduce his  obligation
               under  the  preceding  sentence  (unless  Employee  is  otherwise
               compelled by judicial process).

               (c) Non-Exclusive Employment.

               Employee may, without restrictions as to time, place or nature of
               undertaking,  perform  services  for  others  during  the term of
               employment  described in Section 2(a) as long as such services do
               not compromise  Employee's  obligations  under Sections 6 or 7 of
               this  Agreement  or are  not  with  respect  to the  oil  and gas
               exploration  and  production  business  in a country in which the
               Companies  are  currently  conducting  significant  oil  and  gas
               exploration   or  production   activities  or  are  currently  in
               negotiations with respect to such activities. Following execution
               of this Agreement, and the Effective Date of same, and during the
               term of employment  described in Section 2(a), Employee agrees to
               inform  Companies in writing  within 10 days of commencing  other
               employment,  consulting  assignments  or any other  position  for
               which he receives compensation for his services.
<PAGE>
               (d) Expense Reimbursement.

               Company will reimburse Employee for all reasonable and documented
               travel and  out-of-pocket  expenses  incurred by  Employee  while
               traveling on behalf of Company when such travel or expenses  have
               been authorized by Company.

          3. Compensation.

               (a) Salary.

               During the period January 1, 2000 through  December 31, 2000 term
               of employment  described in Section 2(a), and in consideration of
               Employee  services as a Consulting  Employee and his agreement to
               the  restrictions on other  employment set forth in Section 2(c),
               Employee  shall  receive  a  salary,   payable  in   semi-monthly
               installments,  of $525,000 less Applicable Withholding.  Employee
               shall receive the sum of $65,625 less Applicable  Withholding for
               the term of  employment  for  January 1, 2001  through  March 31,
               2001,  payable in semi-monthly  installments.  Employee shall not
               accrue  any  vacation  pay  for the  period  of his  status  as a
               Consulting Employee.

               (b) Revised Incentive Compensation Plan.

               Employee  shall  receive  distribution  of the  cash  portion  of
               deferred  RICP awards made with respect to years prior to 1999 in
               accordance with his existing deferral  elections on a 100% vested
               and non-forfeitable  basis.  Employee shall receive an RICP award
               for calendar year 1999 equal to that which he would have received
               had the Companies not terminated his employment  under Section 1.
               Employee's  "target  award" 50% (fifty  percent)  of base  annual
               salary shall be adjusted only for the Company's performance. With
               respect to such  adjustments,  Employee shall be treated at least
               as well as employees  at or above his salary  grade level.  There
               shall  be  no  adjustment,  neither  increase  nor  decrease  for
               Employee's  individual  performance.  If the RICP is interpreted,
               modified,  amended or terminated,  or the Management  Development
               and Compensation  Committee  ("Committee")  thereunder acts, in a
               manner which would result in the  foregoing  award (after  having
               been rendered in a manner that is non-discriminatory  relative to
               Employee)  being reduced,  Employee  shall receive a bonus,  less
               Applicable Withholding, in the amount of such reduction,  payable
               at the time  the  RICP  award is  payable,  or  would  have  been
               payable.

               (c) Long Term Incentive Plans of 1991 and 1998.

               (1) Performance Shares.

               The parties acknowledge and agree that Employee has been awarded,
               under the LTIP, with respect to the Performance  Cycles set forth
               in Column A below, the number of Performance  Shares appearing to
               the right of each  Performance  Cycle in Column B below, and that
               under the terms of the LTIP, such  Performance  Share awards will
               be pro-rated as set forth in Column C below,  assuming Employee's
               employment continues through March 31, 2001:

                               A.            B.              C.
                           Performance   Performance      Proration
                                Cycle    Share Award       Amount

                           1996-1999         9400           9400
                           1997-2000         7000           7000
                           1998-2001         7700           6256
                           1999-2002         9000           5063

               The Companies  agree that payout of the above  referenced  awards
               shall be "at the convenience of the Company" for purposes of said
               plans  and  the  equivalent   section  of  the  Employee's   LTIP
               agreements.  Accordingly,  the  Companies  shall  cause  the LTIP
               Committee to make Performance Share payments to Employee based on
               the Awards described in Column B above following the

                                        2
<PAGE>
               close of each Performance Cycle (in the form and at the time such
               awards are generally  paid)  subject only to the  following  LTIP
               variables:

                    (a)  Pro-ration  for service  under  Section  8(d)(I) of the
                         LTIP  shall  be as  described  in  Column  C above  for
                         termination  of  employment  on March 31, 2001;  in the
                         event  of  an  earlier   termination  of  the  term  of
                         employment  described in Section 2(a), the date of such
                         termination  shall not be  earlier  than the  Effective
                         Date  and  the   pro-ration   shall  be  based  on  the
                         principles used to derive Column C above.

                    (b)  The original  Performance  Share award shall be subject
                         to  variation  in  accordance  with Section 8(b) of the
                         LTIP   and  the   "Peer   Group   Companies"   relative
                         performance   fraction   contemplated   by   the   LTIP
                         agreement.

                    (c)  The  price  of Stock  under  the LTIP at the end of the
                         Performance Cycle.

                    (d)  LTIP Rights Vested; No Further Awards.  The termination
                         of the term of Employee's employment under Section 2 by
                         reason of  Section  8(b)  shall not  modify  Employee's
                         rights under this Section 3(c).  Employee  shall not be
                         eligible for any additional  grants under the Long Term
                         Incentive Plan of 1998 after the Effective Date.

               (2)  Stock Options.

               The parties acknowledge and agree that Employee has been awarded,
               under  the  LTIP,  Option  Grants  dated as set forth in Column A
               below, the number of non-qualified stock options appearing to the
               right of each Option grant in Column B below,  exercisable at the
               applicable  strike  price  set  forth in  Column C below and that
               under the terms of the Option  Grants,  such Option Grants become
               exercisable in accordance  with the terms  increments  over the 3
               years  following  the  Option  Grant date and will  therefore  be
               exercisable in the numbers set forth in Column D below,  assuming
               Employee's employment continues through March 31, 2001:

                           A.                 B.            C.           D.
                                                                       Options
                                             Number                   xercisable
                           Option             of          Strike         on
                           Grants           Options       Price       03/31/2001

                           01/28/91         16,521       $24.3125        16,521
                           03/30/92         27,164       $20.9375        27,164
                           03/29/93         25,466       $29.6875        25,466
                           03/28/94         30,512       $26.3750        30,512
                           03/27/95         30,000       $28.5000        30,000
                           03/25/96         28,600       $32.8125        28,600
                           03/24/97         29,800       $38.8125        29,800

               Companies agree that the exercisable  options described in Column
               D are  vested and  non-forfeitable  and shall be  exercisable  by
               Employee without  restriction  until the earlier of (I) the tenth
               anniversary  of the  grant or (ii) the third  anniversary  of the
               termination  of the term of Employee's  employment  under Section
               2(a).

                                       3
<PAGE>
               (3) Restricted Shares.

               The parties acknowledge and agree that Employee has 14,932 shares
               of Restricted  Stock  resulting from his deferral of a portion of
               RICP awards, as of the effective date.  Notwithstanding any other
               provisions of this Agreement, such Restricted Stock shall be 100%
               vested and  non-forfeitable,  and distributed to Employee without
               restriction,  on the  earlier of the  termination  of the term of
               employment   described   in  Section  2(a)  or  March  31,  2001.
               Notwithstanding  any other  provisions  of this  Agreement,  such
               Restricted  Stock shall be 100% vested and  non-forfeitable,  and
               distributed to Employee  without  restriction,  on the earlier of
               the termination of the restrictions thereunder or April 6, 2001.

               (4) Performance Stock Options.

               Employee  will continue to "time vest" in his  Performance  Stock
               Options.  Employee was granted 400,000  Performance Stock Options
               in 1998 and such options will be 100% vested and  non-forfeitable
               if he  remains  an  employee  until  March  31,  2001 and will be
               subject to pro rata  vesting in the event of earlier  termination
               of  employment.  The options  remain  subject to the terms of the
               plan,  including  satisfaction  of the  performance  requirements
               necessary for them to become exercisable.

               In the event that  Employee's  Performance  Stock Options fail to
               become  exercisable  solely because the performance  requirements
               necessary for them to become  exercisable  have not been met, the
               Companies  shall pay to  Employee  not later than April 6, 2001 a
               lump sum cash settlement amount determined in accordance with the
               terms of the Unocal Retirement Plan equal to the benefit accruals
               that  would  have  occurred  in the  aggregate  under the  Unocal
               Retirement  Plan  and  the  Non-Qualified  Retirement  Plans  had
               Employee  continued  employment  for three (3)  additional  years
               beyond the date of his  termination.  Said three (3) year  period
               shall be reduced by the amount of any service  recognized by said
               plans for the period of January 1, 2001  through  March 31,  2001
               and  using  "includable  compensation"  currently  as used in the
               Unocal  Retirement  Plan with respect to Employee as of March 31,
               2001. "Includable Compensation" for purposes of the Non-Qualified
               Retirement Plan shall not be subject to any Internal Revenue Code
               limitations.


               (d) Benefits.

               (1) Participation After Effective Date.

               On  and  after  the  Effective  Date,  and  during  the  term  of
               Employee's employment under Section 2(a) above, Employee shall be
               entitled to  participate  in all Benefit Plans and fringe benefit
               and payroll  practices of Unocal on the same terms and conditions
               as would be applicable were Employee serving,  during the term of
               employment  described  in  Section  2(a),  in good  standing  and
               receiving as compensation the amounts described in Sections 3(a),
               3(b),  3(c)  and  3(d) of this  Agreement.  For  purposes  of the
               preceding  sentence,  "terms and  conditions"  includes  Employee
               making  required  elections,   and  Employee's  paying  generally
               applicable employee  contributions  required by a Benefit Plan to
               obtain one or more benefits  under the Benefit Plan.  If, for any
               reason, Employee does not receive, pursuant to a Benefit Plan, at
               the time required by such Benefit Plan, all or any portion of the
               benefit under such Benefit Plan as  contemplated  by this Section
               3(d), the Companies  shall be jointly and severally  obligated to
               provide the Employee the After Tax  Equivalent of the benefit not
               then received by the Employee  pursuant to the Benefit Plan.  The
               parties agree that the rights and  obligations  created under the
               preceding sentence are contractual rights and obligations between
               Employee and the Companies  under the law of California,  and not
               rights and obligations under a Benefit Plan.

                                       4


<PAGE>
               (a) Without  limiting the  foregoing  Section  3(a)(1),  Employee
               shall continue to accrue Benefit  Service under Unocal's  defined
               benefit  and  defined   contribution  plans  under  which  he  is
               currently covered. Any amendment to the Unocal Retirement Plan or
               any of the  Non-Qualified  Retirement Plans which would adversely
               affect the Employee's benefit thereunder shall be of no force and
               effect with respect to the Employee  except where such  amendment
               also adversely  affects the benefit with respect to the Company's
               most senior executives in a substantially identical manner.


               (b) Retiree Health Benefits.

               Companies  hereby  acknowledge  and  agree  that  Employee  shall
               continue  to  be  eligible,  during  all  periods  following  the
               termination of his employment  under Section 2(a), to participate
               in those Benefit Plans providing  post-retirement health benefits
               in  accordance  with the terms thereof as applicable to similarly
               situated former employees.

               (c) Financial Counseling.

               Employee shall remain eligible for financial  counseling services
               through December 31, 2001.

          4. Severance Payment

               Employee shall receive  payments in accordance with the terms set
               forth in Appendix A hereto. The Company's  obligations under this
               Section 4, as set forth in  Appendix A hereto  shall  survive the
               termination  of this  Agreement,  whether  pursuant  to Section 9
               hereof  or  otherwise.  This  payment  shall  be made as early as
               practical in the calendar year 2000  following the  completion of
               the RICP calculation in respect of the 1999 calendar year.


          5. Retirement Plans

               (a) Qualified  Plan. Not later than 30 days  following  Company's
               receipt  of  all  required  and  properly  completed  forms,  the
               Companies  shall pay (or cause to be paid) to Employee a lump sum
               amount in cash equal to the present value of  Employee's  accrued
               benefit under the Unocal  Retirement  Plan accrued  through March
               31, 2001 (assuming Employee's employment through March 31, 2001.)

               (b)  Non-Qualified  Plans.  Not  later  than  30  days  following
               Company's  receipt of all required and properly  completed forms,
               the  Companies  shall pay to  Employee  a lump sum amount in cash
               equal to the present  value of Employee's  accrued  benefit under
               the Non-Qualified Retirement Plans accrued through March 31, 2001
               (assuming Employee's employment through March 31, 2001).

               (c) Certain Assumptions. For purposes of calculating the benefits
               payable under  Sections  5(a) and (b) above,  [in addition to the
               assumptions  set forth on Exhibit A hereto,] the Companies  shall
               (1) credit  Employee with 60 years, 4 months of age and 37 years,
               10  months  service  (provided  that  if  Employee's   employment
               terminates  prior  to  March  31,  2001  the  Companies  shall be
               entitled to a reduction in such age and service  assumptions on a
               month-for-month   basis),   (ii)   use   Employee's   "includible
               compensation"  in effect as of March 31,  2001,  (iii)  take into
               account any  increases in IRC section 415 limits taking effect as
               of or prior to March 31,  2001,  and (iv) take into  account  any
               changes in the terms of the Unocal  Retirement Plan taking effect
               as of or prior to March 31,  2001 that would  result in a greater
               benefit becoming payable to employee,  to the extent allowable by
               law and applicable regulations.

                                      5
<PAGE>
          6. Confidential Information.

               Employee  acknowledges  that in the  course of  carrying  out his
               responsibilities    to   Companies,    he   has   had   fiduciary
               responsibilities  to Companies and has had access to and has been
               entrusted with the confidential  and proprietary  information and
               trade  secrets  of  Companies   including,   without  limitation,
               information  not  previously  disclosed  to the public  regarding
               current and projected revenues,  expenses,  costs, profit margins
               and any other financial and budgeting information;  marketing and
               distribution  plans  and  practices;   manufacturing   processes,
               formulae,  methods  and  facilities;  research  and  development;
               business  plans,  opportunities,  projects and any other business
               and corporate strategies; product information including reserves,
               exploration   and   research;   terms  of  contracts   and  other
               arrangements  with customers  suppliers,  agents and employees of
               Companies;  confidential  and  sensitive  information  of  record
               regarding  other  employees   (other  than  Employee's   personal
               opinions),  including  information  with  respect  to  their  job
               descriptions,  documented  performance  strengths and weaknesses,
               and  compensation;  and other  information  not  generally  known
               regarding   the   business,   affairs  and  plans  of   Companies
               (collectively,   the   "Confidential   Information").    Employee
               acknowledges   that  the   unauthorized   use  or  disclosure  of
               Confidential  Information  would be  detrimental to Companies and
               would reasonably be anticipated to materially  impair  Companies'
               value.  Employee  acknowledges and agrees that such  Confidential
               Information  is the  exclusive  property of Companies and that he
               shall not at any time,  without the prior  written  consent of an
               authorized  officer of Unocal  either  during his  employment  by
               Companies or after the termination of that  employment,  directly
               or indirectly  use for himself or others,  or disclose to others,
               any  Confidential  Information.  The foregoing shall not apply to
               information which either (I) is known to Employee other than as a
               result of work  performed for Companies and from some  authorized
               source  other  than  Companies,  (ii) is or  becomes  part of the
               public  domain,  other  than by  Employee's  direct  or  indirect
               disclosure,  or  (iii)  consists  of  explanations  of  his  work
               experience  that  are  reasonably   necessary  to  interview  for
               employment.  Employee's  obligations  under this paragraph  shall
               survive  termination  of his  employment  as described in Section
               2(a) for a period of two years  from such  termination.  Employee
               represents  he has made  available to Companies  all of his files
               and materials  taken from his Unocal  office,  and Companies have
               had an  opportunity  to inspect same,  and Companies  acknowledge
               that  such   files  and   materials   contain   no   Confidential
               Information.

          7. Change of Control.

               Employee  agrees  that  during  the  period   commencing  on  the
               Effective  Date and  ended two years  after  the  termination  of
               Employee's employment as described in Section 2(a). Employee will
               not directly or indirectly participate in or assist any person or
               entity in activities designed to effectuate, or reasonably likely
               to  result   in,  a  change  in   control   of  Unocal  or  other
               extraordinary   transaction   involving  Unocal.   The  foregoing
               sentence  shall not be  interpreted  as preventing  Employee from
               holding a position  with an  employer  where  Employee is "walled
               off" from any activity prohibited to Employee under this Section.
               Without  limiting  the  generality  of  the  preceding  sentence,
               activities  prohibited  by this  paragraph  7 include  activities
               designed to effectuate,  or reasonably  likely to result in (I) a
               merger or consolidation  involving  Unocal,  (ii) a sale or other
               disposition of all, or a substantial portion of, Unocal's assets,
               (iii) any  transaction  that  would  require  a vote of  Unocal's
               stockholders  under  Unocal's  Certificate  of  Incorporation  or
               bylaws  or under  applicable  law,  (iv)  any  person  or  entity
               (individually  or as a group  within  the  meaning  of Rule 13d-3
               promulgated  under  the  Securities  Exchange  Act  of  1934,  as
               amended)  becoming  the  beneficial  owner  of 15% or more of the
               combined  voting  owner  of  Unocal's   then-outstanding   equity
               securities or (v) a change in the  composition  of Unocal's Board
               of  Directors  such than,  during  any period of two  consecutive
               calendar  years,  Continuing  Directors (as defined below) cease,
               for any reason, to constitute at least a majority of the Board of
               Directors  at the  beginning  of the  applicable  two year period
               together with new directors  whose  election by the  stockholders
               was approved by a vote of at least  two-thirds

                                       6
<PAGE>
               of the directors  than in office who either were directors at the
               beginning of the applicable two-year period or whose election was
               previously  approved.  Employee  acknowledges  and agrees that in
               light of Employee's position and history with Companies and their
               affiliates  and  the  circumstances  as  they  exist  as  of  the
               Effective  Date of this  Agreement,  it would be  impossible  for
               Employee to engage in any of the  activities  prohibited  by this
               paragraph 7 without making use of Confidential  Information,  and
               the prohibitions contained in this paragraph 7 are reasonable.

          8. Remedies:

               (1) Damages.

               The parties  agree that the damages  according  to proof shall be
               the remedy at law for breaches hereunder.  However, the Companies
               shall not be entitled to withhold any payment or portion  thereof
               provided  under Section 3 as an alleged  offset  against any such
               claim of  damages by the  Companies  unless  (i)  Companies  have
               submitted  the issue to  arbitration  under  Section 8 by written
               notice given in accordance  with the procedures  thereunder on or
               before  September  14,  1998  and (ii)  after a full  evidentiary
               hearing, the arbitrator determines that the Companies have such a
               right of  offset  as a matter  of law and that  there  has been a
               material breach by Employee of Section 7 hereof.

               (2) Companies' Equitable Remedies.

               Employee  acknowledges  and agrees that full  compliance with his
               obligations  under  Sections 6 or are essential to the Companies,
               and in the event of any breach or  threatened  breach by Employee
               of  Sections  5 or 6  Companies  will  sustain  losses  which are
               impossible  to determine  and not fully  compensable  by monetary
               damages.  Therefore,  Company  and/or Unocal shall be entitled to
               institute  and  prosecute  proceedings  in any court of competent
               jurisdiction  to enjoin any such breach or threatened  breach and
               to enforce the specific performance of such provisions.

               (3) Employee's Equitable Remedies.

               Companies  acknowledge  and agree that full compliance with their
               obligations  under this  Agreement are essential to the Employee,
               and in the event of any breach or threatened  breach by Companies
               of  this  Agreement,  Employee  will  sustain  losses  which  are
               impossible  to determine  and not fully  compensable  by monetary
               damages.  Therefore,  Employee shall be entitled to institute and
               prosecute  proceedings in any court of competent  jurisdiction to
               enjoin any such  breach or  threatened  breach and to enforce the
               specific performance of such provisions.

               (4) Defense of Validity.

               The Companies  agree to defend the validity of this  Agreement in
               any   proceeding,   which   threatens  to  make  this   Agreement
               unenforceable in any material respect.

          9. Termination of Employee.

               Employee's  employment  with the  Companies  described in Section
               2(a)  shall  terminate  only as a result of one of the  following
               conditions:

               (1) The termination of such employment  effective March 31, 2001,
               pursuant to the first sentence of Section 2(a).

               (2) The  Employee's  material  breach of  Employee's  obligations
               under Section 6 or 7 providing services to others contrary to the
               requirements of Section 2 (c).

                                       7
<PAGE>
          10. General Release by Employee.

               In consideration for this Agreement, Employee hereby releases and
               forever discharges  Companies and their respective  predecessors,
               successors, partners, assigns, employees,  shareholders,  owners,
               officers, directors, agents, attorneys, subsidiaries,  divisions,
               and  affiliates  (jointly  referred  to as  "Employee's  Released
               Parties")  from any and all  claims,  demands,  causes of action,
               obligations,  damages,  attorneys' fees, costs and liabilities of
               any  nature  whatsoever  ("Claims"),  whether  or not now  known,
               suspected or asserted,  which  Employee may have or claim to have
               against the Released  Parties relating in any manner to Employee'
               employment   with  Companies   and/or  the  termination  of  such
               employment,   other  than  those  claims  arising  by  reason  of
               Employee's  rights under this  Agreement and Benefit Plans of the
               Companies  under  this  Agreement,  and hereby  covenants  not to
               assert  any  such   released   Claims   through  a  lawsuit,   an
               administrative  proceeding  or  otherwise.  This General  Release
               includes,  but is not limited to, claims  arising under  federal,
               state or local  laws  prohibiting  employment  discrimination  or
               claims arising out of any legal  restrictions on Company's rights
               to terminate its employees,  including without limitation the Age
               Discrimination  in Employment Act of 1967, Title VII of the Civil
               Rights Act of 1964,  and the Civil Rights Act of 1991.  Except as
               specifically  provided  herein,  nothing in this Agreement  shall
               affect in any way, apply to,  increase,  or diminish,  any rights
               which  Employee has with respect to benefits  under Benefit Plans
               that have accrued and vested as of the Effective Date. Nothing in
               this  Agreement  shall affect in any way,  apply to,  increase or
               diminish,  any  rights  which  Employee  ma have with  respect to
               coverage by Companies'  liability insurance  policies,  including
               directors  and  officers  liability  coverages,  or  Company's or
               Unocal's defense or  indemnification of Employee during and after
               his employment  with the  Companies,  or service as an officer or
               director thereof for acts or omissions  occurring during the term
               of his  employment  with Company or the term of his service as an
               officer or director.

          11. General Release by Companies.

               In consideration for this Agreement, Companies hereby release and
               forever  discharge  Employee and his successors,  heirs,  spouse,
               executors,   insurers,   creditors,   administrators,   devisees,
               partners,  assigns,  employees,  shareholders,  owners, officers,
               directors,   agents,   financial   consultants,   attorneys   and
               affiliates (jointly referred to as "Companies' Released Parties")
               from any and all claims, demands, causes of action,  obligations,
               damages,  attorneys'  fees,  costs and  liabilities of any nature
               whatsoever   ("Company  Claims"),   whether  or  not  now  known,
               suspected or asserted,  which Companies may have or claim to have
               against the Companies' Released Parties relating in any manner to
               Employee's  employment  with Companies  and/or the termination of
               such  employment  (other than Company  Claims  arising under this
               Agreement),  and hereby covenants not to assert any such released
               Company Claims through a lawsuit, an administrative proceeding or
               otherwise.

          12. Section 1542 Waiver.

               Companies and Employee waive all rights under Section 1542 of the
               Civil Code of California. That section reads as follows:

                           "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS  WHICH
                           THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
                           FAVOR AT THE TIME OF EXECUTING THE RELEASE,  WHICH IF
                           KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED  HIS
                           SETTLEMENT WITH THE DEBTOR."

               Notwithstanding the provisions of Section 1542 or any similar law
               of any other state, and to provide a full and complete release of
               Employee's  and  Companies'   Released  Parties  as  provided  in
               Sections  9 and  10  hereof,  Companies  and  Employee  expressly
               acknowledge that Sections 9 and 10 of this Agreement are intended
               to release,  without limitation,  Claims and Company Claims which
               Companies or Employee do not know or suspect to exist in their or
               his favor at the time of execution of this document, and that the
               settlement  agreed upon completely  extinguishes  all such Claims
               and Company Claims.

                                      8
<PAGE>
          13. Arbitration.

               Except for claims for equitable or injunctive relief, the parties
               hereby  agree to submit any claim or dispute  arising  out of the
               terms of this  Agreement  (including  exhibits)  to  private  and
               confidential arbitration by a single neutral arbitrator.  Subject
               to the terms of this paragraph, the arbitration proceedings shall
               be governed by the Commercial  Arbitration  Rules of the American
               Arbitration  Association,  and shall  take  place in Los  Angeles
               County.  The  arbitrator  shall be  appointed by agreement of the
               parties  hereto  or,  if no  agreement  can  be  reached,  by the
               American  Arbitration  Association  pursuant  to its  Rules.  The
               decision  of the  arbitrator  shall be final and  binding  on all
               parties to this  Agreement , and judgment  thereon may be entered
               in any court having  jurisdiction.  All costs of the  arbitration
               proceeding  or litigation  to enforce this  Agreement,  including
               reasonable  attorneys' fees shall be paid to the prevailing party
               by the party  against whom the  arbitrator  or court  rules.  The
               parties shall  instruct the  arbitrator to specify which party is
               the  prevailing  party.   Except  for  claims  for  equitable  or
               injunctive relief,  this arbitration  procedure is intended to be
               the  exclusive  method of  resolving  any claim  relating  to the
               obligations set forth in this Agreement or otherwise  relating in
               any way to Employee's employment relationship with Companies.

          14.  Entire   Agreement.   This  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.

          15.  Amendment. This Agreement may not be modified except by a written
               agreement  signed by both  Employee  and by a Vice  President  of
               Unocal.

          16.  Governing Law. This Agreement shall be governed by, and construed
               in accordance  with, the laws of the State of California  without
               reference to the conflicts of law provisions thereof.

          17.  Severability.  In the event any provision of this Agreement shall
               finally be determined  to be unlawful,  such  provision  shall be
               deemed  to  be  severed  from  this  Agreement  and  every  other
               provision  of this  Agreement  shall  remain  in full  force  and
               effect.  If any one or more of the  provisions of this  Agreement
               shall for any reason be held to be excessively broad, it shall be
               construed,  by limiting and reducing it, so as to be  enforceable
               to the full extent possible under applicable law.

          18.  Assignment.  Employee  warrants  and  represents  that he has not
               assigned or in any way  transferred any right or claim related to
               the subject  matter of this  Agreement and that he will not allow
               or assist in such  transfer  or  assignment  in the  future.  Any
               purported assignment or transfer shall be deemed void ab initio.

          19.  No Admission. This Agreement shall not constitute an admission by
               any Released Party of any wrongful action or inaction whatsoever.

          20.  Voluntariness.  Employee agrees that this Agreement is understood
               by Employee and is voluntarily entered into by the Employee.

          21.  Beneficiary Designation.  Employee may file a written beneficiary
               designation  for any  payments in the event of his death prior to
               receipt of the  amounts due under this  Agreement  in the form of
               Exhibit A. The last such designation received by Company prior to
               his death shall control any such payments.

          22.  Employee's  Right to Review  Agreement.  Employee has  twenty-two
               (22) days from the date of Employee's  receipt of this  Agreement
               to consider whether or not to sign this Agreement.

          23.  Effective Date. This Agreement shall not be effective until eight
               (8) days from the date of execution of this Agreement by Employee
               (the  "Effective  Date").  During  the seven days  following  his
               execution  of this  Agreement,  Employee  may  notify  Company in
               writing of his revocation of this Agreement.

                                      9
<PAGE>
          24.  Employee's  Right to  Consult  Counsel.  Employee  is  advised to
               consult with Employee's  attorney before deciding  whether or not
               to sign this Agreement.

          25.  Parties in Interest. Except as expressly provided to the contrary
               herein,  this Agreement  shall be binding upon each successor to,
               and  assign  of, the  parties,  and inure to the  benefit of each
               permitted successor to, and assign of, the parties.

          26.  Waiver.  Employee  shall not be entitled to any other  separation
               benefits except as specifically provided in this Agreement.

          27.  Definitions. Capitalized terms herein shall have the meanings set
               forth below.

               (a)  "After Tax Equivalent" means, with respect to the value of a
                    benefit  under  a  Benefit  Plan  that  is  tax-free  or tax
                    deferred,  the amount necessary to replace the value of such
                    benefit  after the tax  effect on  Employee,  assuming a 50%
                    effective tax rate.  For example,  if Employee were not able
                    to receive a tax deferred  allocation of $1,000 in a Benefit
                    Plan that was a  defined  contribution  plan,  the After Tax
                    Equivalent  would  be  $2,000  payable  in  taxable  form to
                    Employee  (on the  assumption  that at least  $1,000  net of
                    taxes would be  generated  which  Employee  could  choose to
                    deposit in a  deferred  annuity).  Similarly,  the After Tax
                    Equivalent of a tax deferred  defined benefit future accrual
                    would be twice the lump sum present  value of the accrual at
                    the time the accrual would  otherwise  have  occurred  using
                    plan actuarial assumptions.

               (b)  "Applicable  Withholding"  means  the  sum of  (i)  required
                    Federal,  state and local payroll and income tax withholding
                    and  (ii)  withholdings  for   employee-side   contributions
                    pursuant to the terms of Benefit Plans.

               (c)  "Benefit  Plan"  means all of the  Unocal  employee  benefit
                    plans (as  defined in Section  3(3) of ERISA),  programs  or
                    fringe benefit  arrangements or payroll  practices in effect
                    at  the  Companies  on  October  14,  1999,  any  amendment,
                    modification,  restatement  or  successor  to same,  and any
                    other "employee benefit plans" as defined in Section 3(3) of
                    ERISA  or  fringe  benefit   programs   established  by  the
                    Companies during the term of Employee's employment described
                    in  Section  2(a) in which the Chief  Financial  Officer  of
                    Unocal is eligible to participate.

               (d)  "Confidential  Information"  has  the  meaning  assigned  by
                    Section 5.

               (e) "Effective Date" has the meaning assigned by Section 23.

               (f)  "LTIP"  means  the Long  Term  Incentive  Compensation  Plan
                    forming a part of the Unocal Management Incentive Program of
                    1998.

               (g)  "Non-Qualified Retirement Plans" means the Unocal Retirement
                    Supplementary  Compensation Plan and the Unocal Supplemental
                    Retirement Plan for Key Management Personnel.

               (h)  "RICP" means the Revised Incentive Compensation Plan forming
                    a  part  of  the  Unocal  Corporation  Management  Incentive
                    Program.

                                       10
<PAGE>
               IN WITNESS WHEREOF, this Agreement has been executed in duplicate
               originals.


                  UNION OIL COMPANY OF                    EMPLOYEE
                  CALIFORNIA

                  By:  Dennis Codon           ss          By:  J. F. Imle     ss
                       ----------------------
                       V.P.& Chief Legal Officer

                  Dennis Codon                            J. F. Imle
                  ------------------                       ----------------
                  Print Name                              Print Name

                  9/3/99                                  9/3/99
                  -----------------                       ----------------
                  Date                                    Date
                  September 3, 1999

                  UNOCAL CORPORATION



                  By:      Dennis Codon                ss
                           --------------------------
                           V.P. & Chief Legal Officer


                  Dennis Codon
                  ------------------
                  Print Name

                  9/3/99
                  ------------------
                  Date

                                       11
<PAGE>
                                   APPENDIX A

A.   Employee's  benefits  under Section 4 of the Agreement  shall be a lump sum
     equal to the sum of the following:

     (1)  $1,575,000  (One  Million  Five  Hundred  and  Seventy-Five   Thousand
          Dollars), plus

     (2)  $75,000 (Seventy-Five Thousand Dollars), plus

     (3)  The sum of Employee's Revised Incentive Plan Awards for calendar years
          1998 and 1999 multiplied by 1.5 (one and one-half).plus

     (4)  An amount equal to $94,500

B.   The above  payment  shall be considered  full  satisfaction  of all rights,
     benefits and payments under Employee's  Unocal  Employment  Agreement dated
     July 28, 1998.

C.   Employee shall not be obligated to seek other  employment or take any other
     action by way of  mitigation of the amounts  payable to Employee  under any
     provisions of this Agreement.

D.   Certain Additional Payments by the Company may be due as follows:

     (1)  In the event it shall be determined  that any payment or  distribution
          by the  Company or its  affiliates  to or for the  benefit of Employee
          (whether paid or payable or distributed or  distributable  pursuant to
          the terms of this Agreement or otherwise but determined without regard
          to  any  additional  payments  required  under  this  Agreement),   (a
          "Payment")  would be subject to the excise tax imposed by Section 4999
          of the Internal  Revenue Code of 1986,  as amended (the "Code") or any
          interest or penalties  are  incurred by Employee  with respect to such
          excise tax (such  excise  tax,  together  with any such  interest  and
          penalties,  are  hereinafter  collectively  referred to as the "Excise
          Tax"),  then  Employee  shall be  entitled  to receive  an  additional
          payment (a "Gross-Up Payment") in an amount such that after payment by
          Employee of all taxes  (including  any interest or  penalties  imposed
          with respect such taxes),  including,  without limitation,  any income
          taxes (and any interest and  penalties  imposed with respect  thereto)
          and Excise Tax imposed upon the Gross-Up Payment,  Employee retains an
          amount of the  Gross-Up  Payment  equal to the Excise Tax imposed upon
          the  Payments.   Notwithstanding  the  foregoing  provisions  of  this
          Paragraph D(1), if it shall be determined that Employee is entitled to
          a Gross-Up  Payment,  but that the  Payments do not exceed 110% of the
          greatest amount (the "Reduced  Amount") that could be paid to Employee
          such that the  receipt of  payments  would not give rise to any Excise
          Tax,  then no  Gross-Up  Payment  shall  be made to  Employee  and the
          Payments, in the aggregate, shall be reduced to the Reduced Amount.

     (2)  Subject  to the  provisions  of  Paragraph  D(3),  all  determinations
          required to the made under this  Paragraph  D,  including  whether and
          when a Gross-Up  Payment is required  and the amount of such  Gross-Up
          Payment  and  the  assumptions  to be  utilized  in  arriving  at such
          determination,  shall  be made  by  Ernst  and  Young  or  such  other
          certified public accounting firm as may be designated by Employee (the
          "Accounting   Firm")   which   shall   provide   detailed   supporting
          calculations  both to the Company and Employee within 15 business days
          of the receipt of notice from  Employee that there has been a Payment,
          or such earlier time as is requested by the Company. In the event that
          the  Accounting  Firm is serving  as  accountant  or  auditor  for the
          individual,  entity or group effecting the Change of Control, Employee
          shall appoint another  nationally  recognized  accounting firm to make
          the  determinations  required  (which  accounting  firm  shall then be
          referred to as the Accounting Firm  hereunder).  All fees and expenses
          of the  Accounting  Firm  shall be borne  solely by the  Company.  Any
          Gross-Up Payment, as determined pursuant to this Paragraph D, shall be
          paid by the Company to Employee within five days of the receipt of the
          Accounting Firm's  determination.  Any determination by the Accounting
          firm shall be binding  upon the Company and  Employee.  As a result of
          the  uncertainty in the application of Section 4999 of the Code at the
          time of the initial determination by the Accounting Firm hereunder, it
          is possible  that Gross-Up  Payments  which will

                                       12
<PAGE>
          not  have   been   made  by  the   Company   should   have  been  made
          ("Underpayment"), consistent with the calculations required to be made
          hereunder. In the event that the Company exhausts itsremedies pursuant
          to  Paragraph  D(3) and  Employee  thereafter  is  required  to make a
          payment of any Excise Tax, the  Accounting  Firm shall  determine  the
          amount of the Underpayment that has occurred and any such Underpayment
          shall  be  promptly  paid  by the  Company  to or for the  benefit  of
          Employee.

     (3)  Employee  shall  notify  the  Company  in  writing of any claim by the
          Internal  Revenue  Service  that,  if  successful,  would  require the
          payment by the  Company of the  Gross-Up  Payment.  Such  notification
          shall be given as soon as  practicable  but no later than 10  business
          days after  Employee  is  informed  in writing of such claim and shall
          apprise  the Company of the nature of such claim and the date on which
          such claims is requested to be paid.  The Employee  shall not pay such
          claim prior to the expiration of the 30-day period  following the date
          on which it gives such notice to the Company (or such  shorter  period
          ending on the date that any  payment  of taxes  with  respect  to such
          claim is due).  If the Company  notifies  Employee in writing prior to
          the  expiration  of such period that it desires to contest such claim,
          Employee shall:

          (i)  give the  Company any  information  reasonably  requested  by the
               Company relating t such claim;

          (ii) take such action in connection  with contesting such claim as the
               Company  shall  reasonably  request in writing from time to time,
               including,  without  limitation,  accepting legal  representation
               with respect to such claim by an attorney  reasonably selected by
               the Company;

          (iii)cooperate with the Company in good faith in order  effectively to
               contest such claim; and

          (iv) permit the Company to participate in any proceedings  relating to
               such claim;

          provided,  however,  that the Company  shall bear and pay directly all
          costs and  expenses  (including  additional  interest  and  penalties)
          incurred in connection  with such contest and shall indemnify and hold
          Employee harmless, on an after-tax basis, for any Excise Tax or income
          tax (including interest and penalties with respect thereto) imposed as
          a result of such  representations  and payment of costs and  expenses.
          Without limitation on the foregoing provisions of this Paragraph D(3),
          the Company shall  control all  proceedings  taken in connection  with
          such contest and, at its sole option, may pursue or forego any and all
          administrative appeals, proceedings, hearings and conferences with the
          taxing authority in respect of such claim and may, at its sole option,
          either direct  Employee to pay the tax claimed and sue for a refund or
          contest the claim in any  permissible  manner,  and Employee agrees to
          prosecute such contest to a  determination  before any  administrative
          tribunal,  in a  court  of  initial  jurisdiction  and in one or  more
          appellate courts, as the Company shall determine;  provided,  however,
          that if the Company  directs  Employee to pay such claim and sue for a
          refund,  the  Company  shall  advance  the  amount of such  payment to
          Employee,  on an  interest-free  basis  and shall  indemnify  and hold
          Employee  harmless,  on an  after-tax  basis,  from any  Excise Tax or
          income tax  (including  interest or penalties  with  respect  thereto)
          imposed  with  respect  to the such  advance  or with  respect  to any
          imputed  income with respect to taxes for the taxable year of Employee
          with  respect to which such  contested  amount is claimed to be due is
          limited solely to such contested  amount.  Furthermore,  the Company's
          control of the  contest  shall be limited  to issues  with  respect to
          which a Gross-Up payment would be payable hereunder and Employee shall
          be entitled to settle or contest,  as the case may be, any other issue
          raised by the Internal Revenue Service or any other taxing authority.

     (4)  If, after the receipt by Employee of an amount advanced by the Company
          pursuant to Paragraph D(3),  Employee  becomes entitled to receive any
          refund with  respect to such  claim,  Employee  shall  (subject to the
          Company's employing with the requirements of Paragraph D) promptly pay
          to the Company the amount of such refund  (together  with any interest
          paid or credited  thereon after taxes applicable  thereto).  If, after
          the  receipt by Employee  of an amount  advanced  by the Company  with

                                       13
<PAGE>
          respect to such claim and the  Company  does not  notify  Employee  in
          writing of its intent to contest  such  denial of refund  prior to the
          expiration  of 30 days after  such  determination,  then such  advance
          shall be  forgiven  and shall  not be  required  to be repaid  and the
          amount of such advance shall offset, to the extent thereof, the amount
          of Gross-Up Payment required to be paid.

                                       14

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