EXHIBIT 10.13
                               Unocal Corporation

                          BOARD of directors RESOLUTION

                                February 12, 2002


               Amendment to 2000 Executive Stock Purchase Program
              ----------------------------------------------------

     WHEREAS,  awards for up to a maximum of  1,750,000  common  shares,  in the
aggregate,  have been authorized under the 2000 Executive Stock Purchase Program
(the "Program");

     WHEREAS,  to date awards for the purchase of 1,150,310  common  shares have
been made under the Program; and

     WHEREAS,  the  Board of  Directors  deems it in the  best  interest  of the
Corporation to discontinue making awards under the Program and, accordingly,  to
amend the Program to reduce the maximum  number of shares  authorized for awards
by 599,690  (the  amount of shares  remaining  available  for awards) to a total
amount of 1,150,310 shares.

     NOW,  THEREFORE,  BE IT  RESOLVED,  that Section 5(a) of the Program be and
hereby is amended to reduce the maximum  number of shares  authorized for awards
under the Program to 1,150,310 as follows:

     "a.  Subject to Section  10, the  aggregate  number of shares of Stock made
     subject to Awards under this Plan may not exceed 1,150,310  shares,  and no
     participant  shall  receive  an Award  with  respect  to more than  200,000
     shares."