Unocal Corporation
                                         2141 Rosecrans Avenue Suite 4000
                                         El Segundo, CA 90245
                                         Telephone (310) 726-7601


                             UNOCAL [UNOCAL LOGO]

                                         November 15, 1996

Roger C. Beach
Chairman of the Board
and Chief Executive Officer



Dear Larry:


The information below clarifies what benefits Unocal will provide you in the
event of a 76 Products Company sale.  The program is a personalized "special"
arrangement that I have approved specifically for you; it reflects significantly
greater benefits than would be provided to any other 76 Products Company
employee.  This program will apply only upon the sale of at least 50% of the 76
Products Company or another transaction in which the assets of that entity are
not controlled by Unocal.  The program is in lieu of any other exit incentive or
redeployment program that might otherwise be available.  The following describes
the elements of the program:

 . RETENTION INCENTIVE PROGRAM
  ---------------------------

You will be paid 24 months of base pay and targeted ICP bonuses covering the
same 24 month period within three months following the sale closing date.  This
provision is intended to assure your total dedication to Unocal in the interim
period prior to a sale completion.  If you continue in the employment of Unocal
with equivalent base pay and targeted ICP bonus or decline an offer to do so
after a sale completion, this Retention Incentive would not be paid.  This will
-----   ---------------                                                        
be in lieu of any normal ICP bonus for 1997.

 . INCENTIVE BONUS PROGRAM
  -----------------------

As an additional incentive to help assure a smooth and successful transition to
a new organization, you will be entitled to receive 12 months of base pay and
targeted ICP bonus, to be paid in lieu of any other ICP award for your last
calendar year with Unocal.  This benefit is only payable in the event of your
not being offered equivalent Unocal employment.


                                   Sincerely,



                                 /s/ Rog Beach

Source: OneCLE Business Contracts.