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UNOCAL: Shareholder Proposal to be

Subject: UNOCAL: Shareholder Proposal to be Presented at the 5/24 Meeting


    Stockholders (of Unocal) have given notice that the following proposal
will be presented at the meeting of shareholders to be held on Monday, May
24, 1999, at 376 S. Valencia Ave., Brea, Californa.
   "Whereas: Nobel Peace Prize Laureate and Burmese democracy leader Aung
San Suu Kyi has called for economic sanctions on Burma, stating that
corporations that do business in Burma do create jobs for some people but
what they are mainly going to do is make an already wealthy elite wealthier,
and increase its greed and strong desire to hang on to power . . . these
companies harm the democratic process a great deal;
    "Because of the Burmese military junta's LARGE-SCALE repression of the
democracy movement, on May 20, 1997, President Clinton signed an executive
order banning new US investment in Burma;
    "Several cities, including New York and San Francisco, and Commonwealth
of Massachusetts have enacted laws that effectively prohibit contracts with
companies that do business in Burma;
    "Media such as BusinessWeek, CNN, Economist, LOs Angeles Times, New York
Times and Washington Post have published article about the growing pressure
on companies that do business in Burma;
    "Unocal, in partnership with Total of France, the Petroleum Authority of
Thailand and the Burmese state-owned oil company, has an equity stake in the
largest investment project in Burma: the gas pipeline from the offshore
Yadana gas-field to Thailand;
    "Human rights organizations based on the Thai/Burmese border have
documented not only numerous human rights abuses committed by Burmese troops
deployed to secure the pipeline area but also the use of forced labor by the
Burmese military on infrastructure related to the pipeline project;
    "Unocal has allowed no independent human rights investigation of the
numerous documented allegations of abuse of human rights in the pipeline
    "On September 3, 1996, the democratically elected government-in-exile of
Burma filed a lawsuit in US federal court seeking a court order halting
Unocal's role in the Yadana pipeline and seeking compensatory and punitive
damages. On October 3, 1996, a similar additional lawsuit was filed on
behalf of victims of human rights abuses in Burma;

    "BE IT RESOLVED:The shareholders request that the board of Directors
appoint a committee of outside directors to issue a report by October 1999
on the actual and potential economic and public relations cost to Unocal of
opposition to its business in Burma. The report, omitting confidential
information and prepared at reasonable cost, should include the actual and
potential benefits of continuing to do business in Burma as well as the
costs of Unocal of:

1. The growing boycott of Unocal products by consumers, including cities and
2. The increasing lobbying by Unocal of federal and local legislatures and
3. Litigation filed against Unocal


    "We are concerned by the growing damage to Unocal's sales and image
because of its presence in Burma. We are also concerned about the mounting
cost of lobbying against federal sanctions and local selective purchasing
legislation. Considering delivery delays and reduced customer needs, we wish
to learn whether these additional economic and public relations costs
outweigh the revenues and benefits that Unocal derives from its business in

Unocal board of directors asked to vote against this resolution mainly
because it only spends $2 millions for last year as lobbying and  legal
costs to protect business in Burma.