EXHIBIT 10.19 Roger C. Beach Amendment to the Unocal Employment Agreement of July 28, 1998 Section 4.3 (1) is hereby amended effective March 1, 2000, to read as follows: (1) "The Company shall pay Employee a lump-sum severance amount within thirty...

                                                                   EXHIBIT 10.19

Xxxxx X. Beach


Amendment to the Unocal Employment Agreement of July 28, 1998

Section 4.3 (1) is hereby amended effective March 1, 2000, to read as follows:

   (1)  "The Company shall pay Employee a lump-sum severance amount within
        thirty (30) days following Termination Without Cause equal to three (3)
        times the sum of (a) the higher of the Employee's annual base salary at
        the time of Termination Without Cause or the annual base salary stated
        in Paragraph 3.1 hereinabove, and (b) the annual target Bonus applicable
        to Employee as of the beginning of the calendar year in which such
        Termination Without Cause occurs, reduced by the amount of any Unocal
        Employee Redeployment Program and/or Unocal Termination Allowance
        benefits payable to Employee."


                                                           Unocal Corporation
                                                            February 28, 2000

AGREED TO:


                                 Date:
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Signature


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