Summary of Unocal's New Top Management Incentive
                           Compensation Program
              See Unocal's Proxy document for full details.

       At  its March 28 meeting, the Board of Directors approved  a
       new  Executive Stock Purchase Program subject to shareholder
       approval.   The  program is designed  to  help  attract  and
       retain  senior  executives and other  key  employees.   This
       program enables the company to loan senior executives  funds
       to  purchase shares of Unocal common stock.  These are full-
       recourse, interest-bearing loans.  Full recourse means  that
       the borrower is personally liable for the full amount of the
       loan plus accrued interest.

       Neither principal nor interest is payable for the first five
       years  the  loans are held.  At the end of the  sixth  year,
       payments of principal must begin.  Interest - at a  rate  of
       6.8  percent - is charged annually and accrues on  the  loan
       balance. It is anticipated that participants would sell some
       of  their  shares in years 6, 7 and 8 to make  the  required
       loan payments.

       This  program  would strongly tie executive compensation  to
       shareholder  returns.   Participants enjoy  the  benefit  of
       share  price increases during the loan period, but they  are
       responsible  for the full amount of principal and  interest,
       even if the share price declines.

       Ten  participants received loans on March  16th  which  were
       used  to  purchase 1,150,310 shares of common stock  in  the
       open market at an average cost of $ 27.82.

       The  participants  have agreed that, if the  Stock  Purchase
       Program is not approved by the stockholders, the shares will
       be  sold to the company at the lesser of the purchase price,
       or  the  fair  market value at the time of resale,  and  the
       loans will immediately become due and payable.

       Participants in the Stock Purchase Program are also eligible
       for cash payments under the Performance Bonus Award program.
       These  bonus  payments are tied to the company's Comparative
       Return  to  Stockholders, and changes to the  price  of  the
       Company's common stock over the four-year award period.  The
       TSR  and price performance will be measured over a four-year
       award period.  The Performance Bonus Awards could amount  to
       between  zero  and approximately 100% of the amount  of  the
       individual outstanding loan balance under the Stock Purchase
       Program.

       Participation  in  the  stock purchase program  demonstrates
       senior management's confidence in and commitment to Unocal's
       future  prospects.  It is a high-risk incentive compensation
       program  that has been adopted by only a handful of publicly
       held  companies.   This  concept has been  endorsed  by  the
       Institute  of Shareholder Services, which makes  independent
       recommendations to the investment community on various proxy
       proposals.