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Unocal's Fate to be Undecided Even if CNOOC Bid Endorsed

Chevron Corp. would have three days to propose a counteroffer for Unocal Corp. if the Unocal board withdraws its support for the offer, according to documents filed with the Securities and Exchange Commission (SEC).

The stipulation under the existing merger agreement between Unocal and Chevron means that unless Chevron or Unocal's other suitor, China National Offshore Oil Co. (CNOOC), drop out of contention, Unocal's future would not be decided at Thursday's board of directors' meeting in California but probably by early next week.

Unocal must give Chevron "advance written notice of its decision to withdraw or modify its recommendation" as part of the counterbidding process, according to a joint proxy statement.

Under the agreement, if Unocal's board throws its support to CNOOC, the Chinese company would have to pay Chevron $500 million. However, if the Unocal board maintains its endorsement for Chevron, but Unocal's shareholders reject the deal in a vote on Aug. 10, Unocal would owe Chevron $250 million -- if a CNOOC deal fell through, according to the filing.

On Wednesday, Chevron filed a "Unocal integration plan" with the SEC. According to Chevron spokesman Don Campbell, Chevron has offered jobs to 71 Unocal employees, and 66 have accepted.

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