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                                                                   EXHIBIT 10.12

                    UNOCAL NONQUALIFIED RETIREMENT PLAN "A"
                          (Amended December 5, 2000)

This Unocal Nonqualified Retirement Plan "A" (the "Plan") is an amendment and
restatement of the Unocal Retirement Supplementary Compensation Plan.  The Plan
is maintained by the Company, solely for the purpose of providing benefits for
certain Employees in excess of the limitations on contributions and benefits
imposed by the Internal Revenue Service under Section 415 of the Code.

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.   At the time of the 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 in Control Event, is entitled
     to a vested right to his or her Accrued Benefit under the Unocal Retirement
     Plan;

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

D.   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.

Article II - Benefit

A.   The amount of the Employee's (or Spouse's, if applicable) monthly benefit
     payable shall be the excess, if any, of: (1) the monthly benefit which
     would have been payable under the Unocal Retirement Plan to the Employee
     (or Spouse, if applicable) were it not for the limitations imposed by
     Section 415 of the Code, over (2) the actual monthly benefit payable under
     the Unocal Retirement Plan.

B.   In the event that: (1) the monthly benefit computed under Article II A. 1.
     of the Unocal Nonqualified Retirement Plan "C" (determined without regard
     to the Employee's eligibility to participate in such plan) minus (2) the
     actual monthly benefit payable under the Unocal Retirement Plan is less
     than the benefit calculated under Article II. A of this Plan, the monthly
     benefit payable under this Plan shall be reduced to such lower amount.

C.   Notwithstanding any provision in this Plan, in the event that: (1) it shall
     be determined that any benefit or payment under the Plan is a "parachute
     payment" (within the meaning of Section 280G of the Code) which is subject
     to the excise
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     tax imposed by Section 4999 of the Code ("Excise Tax"), (2) the Employee is
     not entitled (pursuant to an employment or other agreement) to receive a
     "gross up" payment to provide the Employee with additional compensation to
     offset the impact of the Excise Tax (a "Gross Up Arrangement"), and (3) the
     Employee would receive a greater net after-tax benefit if such Employee's
     aggregate benefits and payments from the Company and its affiliates,
     whether under the Plan or otherwise, were reduced to a level which does not
     exceed the greatest amount that could be paid to the Employee without
     giving rise to Excise Tax (the "Reduced Amount"), then the Employee's
     benefits or payments under the Plan shall be reduced as determined by the
     Company so the benefits or payments under the Plan when aggregated with all
     benefits and payments from the Company and its affiliates do not exceed the
     Reduced Amount. The Employee's net after tax benefit shall be determined
     after application of the Excise Tax, all federal, state and local income
     taxes and payroll or other taxes, and by including all benefits and
     payments from the Company and its affiliates which are treated as
     "parachute payments" and included in determining liability for the Excise
     Tax. The determination of the applicability of the Excise Tax and the
     Reduced Amount shall be made by the Company in good faith, provided that
     with respect to an Employee who is subject to Gross Up Arrangement or other
     contract or agreement that provides procedures for determining the
     existence of an Excise Tax, the procedures in such Gross Up Arrangement,
     contract or agreement shall apply. If the benefits or payments under the
     Plan are to be reduced to the Reduced Amount and the Employee receives
     other benefits or payments treated as "parachute payments" and included in
     determining liability for the Excise Tax, the Company may allocate such
     portion of the reduction amount to the benefits and payments under the Plan
     as it deems appropriate.

Article III - Form and Time of Payment

A.   Benefits under this Plan shall commence at the same time as benefits under
     the Unocal Retirement Plan, except that benefits paid under this Plan in
     the Installment Payment Form shall commence and be paid subject to Article
     III.D. Benefits under this Plan shall, in addition to any limits imposed
     herein, be subject to the provisions of the Unocal Retirement Plan, except
     as specifically provided otherwise by this Plan.

B.   An eligible Employee may elect to receive payments under this Plan under
     any of the forms of payment available under the Unocal Retirement Plan,
     except the Five Years Certain Life Annuity Form and the Ten Years Certain
     Life Annuity Form, with respect to his or her benefit under this Plan. For
     purposes of this Plan, the Lump Sum Cash Settlement Form is referred to as
     a single sum cash payment.

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C.   The forms of payment under this Plan shall be subject to the same terms,
     conditions and actuarial adjustments as are applicable to such forms under
     the Unocal Retirement Plan.

D.   Notwithstanding the foregoing, an Employee may elect, subject to such
     dates, terms, and conditions as the Company deems appropriate, to receive
     the single sum cash payment amount, as determined above, in up to ten
     annual cash installments. Such form of payment shall be known as the
     "Installment Payment Form." No interest shall accrue or be credited to such
     payments or amounts.

E.   An eligible Employee may make a timely election of the form of payment of
     his or her benefits under this Plan, and may change such election without
     penalty by making a subsequent timely election, at any time not later than
     one year prior to the Employee's retirement date. Any payment election made
     with respect to the Unocal Retirement Supplementary Compensation Plan made
     prior to December 5, 2000 shall continue to apply to this Plan until such
     election is changed in accordance with the procedures herein.

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 Life
     Annuity if the Employee is not married, or as a 100% Joint and Survivor
     Life Annuity for the Employee and his or her Spouse if the Employee is
     married, unless the Employee makes an election which is subject to a
     reduction of benefits under Article III.G. or III.H. below.

G.   An eligible Employee may change his or her election of the form of payment
     of benefits under this Plan within one year before retirement, subject to a
     6% reduction of his or her benefit which will be forfeited to the Company
     or Employer, or may change such election after retirement and before
     commencement of payment of benefits, subject to a 10% reduction of his or
     her benefit which will be forfeited to the Company or Employer.

H.   After commencement of payment of benefits, an Employee (or beneficiary who
     is receiving payments) may elect to receive his or her remaining benefits
     under this Plan in a single sum cash payment, subject to a 10% reduction of
     the single sum cash payment, which will be forfeited to the Company or
     Employer.

I.   The single sum cash payment to an Employee under Article III.H. (prior to
     the 10% reduction), except when the Employee was receiving payments under
     the Installment Payment Form, shall be equal to the difference between (1.)
     and (2.) below, determined as of the commencement date of benefit payments,
     accumulated to the date of the single sum cash payment using the interest
     rate specified below.

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     1.   The single sum value of the benefits payable to the Employee as a
          Single Life Annuity under this Plan determined as of the commencement
          date of benefit payments.

     2.   The single sum value of the benefits previously paid to the Employee
          under this Plan (based on the actual form of payment, unless the
          Employee was receiving payments under a Joint and Survivor Life
          Annuity Form and the joint annuitant has died, in which case the value
          of benefits previously paid shall be considered to be the benefits
          which would have been paid to the Employee as a Single Life Annuity)
          discounted to the commencement date of benefit payments.

     When an Employee was receiving payments under the Installment Payment Form,
     the single sum cash payment to the Employee under Article III.H. (prior to
     the 10% reduction) shall be equal to the remaining unpaid installment
     payments, without interest.

     When a beneficiary of a deceased participant elects to receive a single sum
     cash payment, the amount of the single sum cash payment shall be calculated
     in a similar manner.

     A single sum cash payment shall be valued using the interest rate used by
     the Unocal Retirement Plan to determine a Lump Sum Cash Settlement for the
     month in which the election under Section III.H. above is received by the
     Company.

J.   Within two years after a Change of Control, the reduction of benefits under
     Article III.G. and III.H. shall be 5%, in lieu of the 6% or 10% reduction
     which otherwise would apply. For this purpose a "Change of Control" shall
     have the same meaning as a "Change in Control Event" as defined in the
     Unocal Long-Term Incentive Plan of 1998.

K.   The Unocal Retirement Plan Committee, in its discretion, may waive
     reductions in benefits for changes in elections of form of payment of
     benefits or elections to receive single sum cash payments which are due to
     a financial hardship of the Employee (or the Employee's beneficiary if the
     Employee is deceased).

L.   If any provision of this Plan causes Plan benefits to be includible for
     federal income tax purposes in the gross income of an Employee (or
     beneficiary) prior to actual payment of such Plan benefits to the Employee
     (or beneficiary), the Company shall pay such Plan benefits to the Employee
     (or beneficiary) upon a final determination to such effect, notwithstanding
     any other provision of this Plan to the contrary.

M.   The Spouse (or other beneficiary) of an Employee shall be entitled to
     receive benefits in accordance with the Employee's election of form of
     benefit payment

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     under this Plan and, in the event of the Employee's death before his or her
     Retirement Date, the eligibility of such Spouse (or other beneficiary) to
     receive the benefit under the Unocal Retirement Plan which is being
     supplemented by this Plan.

Article IV - Administration and Termination

A.   Union Oil Company of California shall administer the Plan. Such
     responsibilities shall be carried out through its corporate officers and
     employees acting in their capacities as officers and employees and not as
     fiduciaries.

B.   The Board of Directors may terminate or amend any or all of the provisions
     of or add provisions to this Plan at any time. However, no termination or
     amendment of this Plan shall reduce or adversely affect (i) the benefit
     then being paid under this Plan, or (ii) the benefit (including optional
     forms of benefit) that an Employee would be eligible to receive under this
     Plan in the event that, within ten years of the effective date of the
     termination or amendment of this Plan, he or she retires with an immediate
     retirement benefit under the Unocal Retirement Plan or dies. After a Change
     of Control, the Plan may not be amended to eliminate or modify the right of
     an Employee (or beneficiary) to receive a single sum cash payment of his or
     her benefits pursuant to Article III.

C.   No Employee, beneficiary or joint annuitant may assign, transfer,
     hypothecate, encumber, commute or anticipate his or her interest in any
     benefits under this Plan. Interests and payments under this Plan are to be
     free from voluntary or involuntary assignment, and judicial levy and
     execution to the full extent permissible under applicable Law.

D.   Payments under this Plan shall be made from the general funds of the
     Company or an Employer or from a grantor (rabbi) trust established by the
     Company or Union Oil Company of California, unless otherwise provided for
     by the Board of Directors.

E.   The Unocal Retirement Plan Committee shall have sole discretion regarding
     interpretation of this Plan and making factual determinations. Unless
     defined below or otherwise indicated, capitalized or quoted materials refer
     to the meanings and definitions under the Unocal Retirement Plan. Any
     questions that arise as to the rights to any benefits under this Plan or as
     to the interpretation of any of its provisions shall be determined by said
     Committee.

F.   Nothing in this Plan shall give any person a right to remain in the
     employment of the Employer or affect the right of the Employer to modify or
     terminate the employment of an Employee at any time, with or without cause.

G.   Any controversy or claim arising out of or relating to this Plan shall be
     settled by binding arbitration in Los Angeles, California, in accordance
     with the Commercial

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     Arbitration Rules of the American Arbitration Association. The parties
     shall seek to agree upon appointment of the arbitrator and the arbitration
     procedures. If the parties are unable to reach such agreement, a single
     arbitrator who is a retired judge of a Federal or California state court
     shall be appointed pursuant to the AAA Commercial Arbitration Rules, and
     the arbitrator shall determine the arbitration procedures. Any award
     pursuant to such arbitration shall be included in a written decision which
     shall state the legal and factual reasons upon which the award was based,
     including all the elements involved in the calculation of any award. Any
     such award shall be deemed final and binding and may be entered and
     enforced in any state or federal court of competent jurisdiction. The
     arbitrator shall interpret the Plan in accordance with the Laws of
     California. The arbitrator shall be authorized to award reasonable
     attorney's fees and other arbitration-related costs to a Participant or his
     or her beneficiary if an award is made in favor of the Participant or
     beneficiary. The award shall be limited to Plan benefits at issue,
     reasonable attorney's fees and arbitration - related costs.

H.   The Plan shall not be terminated by a transfer or sale of assets of the
     Company or by the merger or consolidation of the Company into or with any
     other corporation or other entity.  The Plan shall be binding upon and
     inure to the benefit of any successor of the Company provided, however,
     that the Company or its successor may terminate the Plan, in whole or in
     part, at such time as it may determine in its sole discretion.  Upon such
     termination, all affected Employees shall become fully vested in the
     benefits payable hereunder and the Company or its successor may choose, in
     its discretion, to accelerate the payment of an Employee's benefits to the
     actuarial present value thereof.  For purposes of determining the actuarial
     present value of a benefit, the payment of which is accelerated upon
     termination of the Plan, the actuarial assumptions provided in the Unocal
     Retirement Plan shall apply.

Article V - Definitions

A.   "Board of Directors" - the Board of Directors of Unocal Corporation.

B.   "Code" - the Internal Revenue Code of 1986 as amended from time to time.

C.   "Company" - Unocal Corporation.

D.   "Effective Date" - This Plan shall apply to Employees who separate from
     service on or after January 1, 1998. The Plan, as in effect immediately
     prior to January 1, 1998, shall continue to apply to Employees who
     separated from service prior to January 1, 1998.

E.   "Employee" - a person who is in the employment of an Employer on or after
     the Effective Date of this Plan.

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F.   "Employer" - Unocal Corporation, Union Oil Company of California and any
     other subsidiary or affiliate of the Company so designated by the Board of
     Directors.

G.   "Law" - The Plan shall be governed by and construed in accordance with the
     laws of the State of California.

H.   "Plan" - The Unocal Nonqualified Retirement Plan "A."

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