press release

Unocal repurchases shares under Executive Stock Purchase Program

El Segundo, Calif., Feb 10, 2004 - Unocal Corporation (NYSE: UCL) today said that the company repurchased shares acquired by four of the original participants of its Executive Stock Purchase Program of 2000. Proceeds from the sale will be used to repay existing loans to the company, including interest. The remaining proceeds will be paid to the employees.

This action does not apply to four former employees who still have outstanding loan balances. In March of 2000, ten officers, including Charles R. Williamson, the current chairman and chief executive officer, and Timothy H. Ling, the recently deceased president and chief operating officer of the company, received market interest, full-recourse loans to purchase shares of Unocal Common Stock. The loans had to be repaid by March 2008.

When the Sarbanes-Oxley Act of 2002 prohibited new personal loans to executive officers, the company's board of directors amended the program to prohibit new loans. Existing loans were exempt under "grandfathering" provisions of the Act.

Today, the board authorized the company to repurchase 539,208 shares of stock at market price from Mr. Williamson, the estate of Mr. Ling and the two other employees with loan balances. Mr. Ling and Mr. Williamson each held 179,736 shares acquired through the program. As part of the repurchase, the employees agree to use the proceeds to repay their loans, including interest. The shares were purchased today at a price of $36.88 per share.

Updated: February 2004