EXHIBIT 10.21
                         UNION OIL COMPANY OF CALIFORNIA

                         BOARD OF DIRECTORS RESOLUTIONS

                                  July 27, 2001


              Amendments to Unocal Nonqualified Retirement Plan "A"
              -----------------------------------------------------

RESOLVED FURTHER:  Effective January 1, 2001,  Article I of Unocal  Nonqualified
Retirement Plan "A" is hereby amended to read as follows:

     "Article I - Eligibility

     The Employee,  or in the proper case,  the Spouse of an Employee,  shall be
     eligible if each of the following provisions are satisfied:

     A.   The Employee is a Member of the Unocal Retirement Plan;

     B.   The Employee's salary grade  classification with an Employer is M04 or
          above;

     C.   At the time of  Employee's  separation  from service with an Employer,
          the Employee had at least 5 years of Benefit  Service under the Unocal
          Retirement  Plan or,  as a result  of a Change of  Control  Event,  is
          entitled  to a vested  right in his or her Accrued  Benefit  under the
          Unocal Retirement Plan;

     D.   The  Employee  separates  from  service  with an  Employer on or after
          January 1, 1998; and

     E.   The  Employee's  benefit  that would  otherwise  be payable  under the
          Unocal  Retirement  Plan is  reduced  as a result  of the  limitations
          required under Section 415 of the Code."

RESOLVED  FURTHER:  Effective  September  1, 2001,  Article  III.  F., of Unocal
Nonqualified Retirement Plan "A" is hereby amended to read as follows:

     "F.  If an Employee does not make a timely  election of the form of payment
          of benefits,  then  benefits  under this Plan will be paid as a single
          sum cash  payment,  unless the  Employee  makes an  election  which is
          subject to a reduction  of benefits  under  Article  III.G.  or III.H.
          below."

              Amendments to Unocal Nonqualified Retirement Plan "B"
              ----------------------------------------------------

RESOLVED FURTHER:  Effective January 1, 2001,  Article I of Unocal  Nonqualified
Retirement Plan "B" is hereby amended to read as follows:

     "Article I - Eligibility

     The Employee,  or in the proper case,  the Spouse of an Employee,  shall be
     eligible if each of the following provisions are satisfied:

     A.   The Employee is a Member of the Unocal Retirement Plan;

     B.   The Employee's salary grade  classification with an Employer is M04 or
          above;

     C.   At the time of  Employee's  separation  from service with an Employer,
          the Employee had at least 5 years of Benefit  Service under the Unocal
          Retirement  Plan or,  as a result  of a Change of  Control  Event,  is
          entitled  to a vested  right in his or her Accrued  Benefit  under the
          Unocal Retirement Plan;


     D.   The  Employee  separates  from  service  with an  Employer on or after
          January 1, 1998;  and

     E.   The Employee's "Final Average Monthly Pay" under the Unocal Retirement
          Plan  is  less  than  it  would  have  been  in  the  absence  of  the
          requirements of Section 401(a)(17) of the Code."

RESOLVED  FURTHER:  Effective  September  1, 2001,  Article  III.  F., of Unocal
Nonqualified Retirement Plan "B" is hereby amended to read as follows:

     "F.  If an Employee does not make a timely  election of the form of payment
          of benefits,  then  benefits  under this Plan will be paid as a single
          sum cash  payment,  unless the  Employee  makes an  election  which is
          subject to a reduction  of benefits  under  Article  III.G.  or III.H.
          below."

              Amendments to Unocal Nonqualified Retirement Plan "C"
              ----------------------------------------------------

RESOLVED FURTHER:  Effective January 1, 2001,  Article I of Unocal  Nonqualified
Retirement Plan "C" is hereby amended to read as follows:

     "Article I - Eligibility

     The Employee,  or in the proper case,  the Spouse of an Employee,  shall be
     eligible if each of the following provisions are satisfied:

     A.   The Employee is a Member of the Unocal Retirement Plan;

     B.   The Employee's salary grade  classification with an Employer is M04 or
          above;

     C.   At the time of  Employee's  separation  from service with an Employer,
          the Employee had at least 5 years of Benefit  Service under the Unocal
          Retirement  Plan or,  as a result  of a Change of  Control  Event,  is
          entitled  to a vested  right in his or her Accrued  Benefit  under the
          Unocal Retirement Plan;

     D.   The  Employee  separates  from  service  with an  Employer on or after
          January 1, 1998;

     E.   At  the  time  of the  Employee's  separation  from  service  with  an
          Employer,  the Employee had received a Qualifying Incentive Plan Award
          ("Incentive  Award")  within the ten-year  period used in  determining
          Final Average Monthly Pay; and

     F.   The Employee's "Final Average Monthly Pay" under the Unocal Retirement
          Plan  is  less  than  it  would  have  been  in  the  absence  of  the
          requirements of Section 401(a)(17) of the Code."

RESOLVED  FURTHER:  Effective  September  1, 2001,  Article  III.  F., of Unocal
Nonqualified Retirement Plan "C" is hereby amended to read as follows:

     "F.  If an Employee does not make a timely  election of the form of payment
          of benefits,  then  benefits  under this Plan will be paid as a single
          sum cash  payment,  unless the  Employee  makes an  election  which is
          subject to a reduction  of benefits  under  Article  III.G.  or III.H.
          below."

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                  Amendment to Unocal Supplemental Savings Plan
                  ---------------------------------------------

RESOLVED  FURTHER:  Effective  January  1,  2001,  Article  II.  of  the  Unocal
Supplemental Savings Plan is hereby amended to read as follows:

     "Article II - Eligibility

     A Member whose salary grade classification with the Company or a subsidiary
     or affiliate  thereof is M04 or above who is eligible to receive  Qualified
     Plan Company Matching  Contributions,  the total amount of which is reduced
     or would have been reduced by reason of  application  of the  limitation on
     contributions imposed under Section 401(a)(17) of the Code, as in effect on
     any date  for  allocation  of the  amount  of the  Qualified  Plan  Company
     Matching  Contribution,  or as in  effect  at any time  thereafter,  to the
     Qualified  Plan shall be eligible  to  participate  in the Plan."

RESOLVED  FURTHER:  The officers of Union Oil Company of  California,  and their
designees,  are  hereby  authorized  to  retain  outside  actuaries,  attorneys,
accountants, and consultants to implement the purposes of these Resolutions; and

RESOLVED FURTHER: The officers of Union Oil Company of California, and their
designees, are hereby authorized to take such actions as they may, in their
good-faith judgment, consider advisable to implement the purposes of these
Resolutions.

                                      -3-