EXHIBIT 10.8

                               Unocal Corporation

                         BOARD of directors RESOLUTIONS

                                February 12, 2002


                 Amendments to 1998 Management Incentive Program
                -------------------------------------------------

     WHEREAS,  awards for up to 3,500,000  shares,  in the aggregate,  have been
authorized  under  the 1998  Performance  Stock  Option  Plan  (the  "PSOP"),  a
component of the 1998 Management Incentive Program (the "MIP");

     WHEREAS,  to date  options to purchase  2,911,987  shares have been granted
under the PSOP;

     WHEREAS,  said options expired as the  Performance  Conditions were not met
during the Performance Period; and

     WHEREAS, the Management Development and Compensation Committee of the Board
of  Directors  does not intend to grant  additional  options to purchase  shares
under the PSOP.

     NOW,  THEREFORE,  BE IT  RESOLVED,  that the  1998  PSOP be and  hereby  is
terminated and deleted from the MIP; and

     RESOLVED  FURTHER,  that the third full  paragraph of the first page of the
MIP be and hereby is amended by deleting  the phrase ", and a total of 3,500,000
shares will be subject to issuance under the 1998 Performance Stock Option Plan"
in the  first  sentence  of this  paragraph,  and by  replacing  8,250,000  with
4,750,000 in the second sentence of this paragraph.


     WHEREAS,  the issuance of up to 4,750,000  shares,  in the aggregate,  have
been authorized under the Revised  Incentive  Compensation Plan (the "RICP") and
under the Long-Term Incentive Plan of 1998 (the "LTIP"), each a component of the
MIP,  with a maximum  amount of  1,750,000  shares of that total  available  for
issuance as Performance Share Awards and Restricted Stock Awards; and

     WHEREAS, the Management Development and Compensation Committee of the Board
of  Directors  has  recommended  to  amend  the MIP to  increase  (a) the  total
aggregate  number  of  shares  that  may be  issued  under  the RICP and LTIP by
4,000,000 shares,  for a total of 8,750,000 shares, and (b) the number of shares
that may be issued  as  Performance  Share  Awards or  Restricted  Stock  Awards
thereunder by 1,500,000 for a total of 3,250,000 shares (collectively,  the "MIP
Amendment"); and

     WHEREAS,  the Board of Directors  deems the MIP Amendment to be in the best
interest of the Corporation.

<PAGE>

     NOW, THEREFORE, BE IT RESOLVED,  that, subject to stockholder approval, the
third full  paragraph  of the first page of the MIP is amended to  increase  the
total  aggregate  number of shares offered under the RICP and LTIP by 4,000,000,
shares,  for a total of 8,750,000  shares,  and the number of shares that may be
issued as  Performance  Share Awards or  Restricted  Stock Awards  thereunder by
1,500,000 for a total of 3,250,000 shares, as follows:

          "A total of  8,750,000  shares will be subject to  issuance  under the
          Revised Incentive  Compensation Plan and under the Long-Term Incentive
          Plan of 1998.  Of this  amount  of  8,750,000  shares,  not more  than
          3,250,000  shares  may be  issued  as  Performance  Share  Awards  and
          Restricted Stock Awards."

     RESOLVED FURTHER,  that, subject to stockholder  approval,  Section 5(a) of
the LTIP is amended to increase  the total  number of shares  offered  under the
LTIP by 4,000,000 shares as follows:

          "a.  Subject to Section  12, the  aggregate  number of shares of Stock
          made subject to Awards under the Plan may not exceed 8,750,000 shares.
          All shares which were not previously  subject to grants under the Long
          Term Incentive Plans of 1985 and 1991 shall be canceled."

     RESOLVED  FURTHER,  that each of the  officers of the  Corporation  be, and
hereby  is,  authorized  to  cause  the MIP  Amendment  to be  submitted  to the
stockholders  of the  Corporation  for their  approval at the Annual  Meeting of
Stockholders to be held on May 20, 2002

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