Update on Burma Shareholder Resolut

[simon_billenness@xxxxxxxxxxxx]

Subject: Update on Burma Shareholder Resolutions

March 13, 1997

UPDATE ON BURMA SHAREHOLDER RESOLUTIONS

This is the time of year when corporations mail out sharholder voting
ballots and invitations to their annual meeting.

This year, shareholder resolutions on Burma will likely be on the corporate
ballot at the annual meeting of:

Atlantic Richfield Company (ARCO)
Caterpillar
Unocal

I have enclosed the full text of every shareholder resolutions at the end of
this message. The only exception is the resolution filed at Unocal by the
Oil Chemical and Atomic Workers Union (OCAW). I do not have the text of that
resolution on disk.

Unocal has requested the Securities and Exchange Commission (SEC) for leave
to omit all of its resolutions. I do not yet know what the SEC will decide.
Texaco successfully obtained leave from the SEC to exclude its resolution.
The resolutions at PepsiCo were withdrawm when PepsiCo pulled out of Burma.

Simon Billenness
Franklin Research & Development
711 Atlantic Avenue, Boston, MA 02111
(617) 423 6655 x225
(617) 482 6179 fax
simon_billenness@xxxxxxxxxxxx

----------------
UNOCAL

WHEREAS: Nobel Peace Prize Laureate and Burmese democracy movement leader
Aung San Suu Kyi has specifically called for economic sanctions on Burma;

Unocal, in partnership with Total of France, the Petroleum Authority of
Thailand and the Burmese state-owned oil company, has a direct equity stake
in the largest investment project in Burma: the building of a 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 area;

Eight cities -- Ann Arbor (MI), Berkeley (CA), Carrboro (NC), Madison (WI),
Oakland (CA), San Francisco (CA), Santa Monica (CA), Takoma Park (MD) -- and
the Commonwealth of Massachusetts have enacted laws that effectively
prohibit municipal or state purchases of products from companies, including
Unocal, that do business in Burma.  Similar Burma-related legislation is
pending in other cities including New York City;

Media such as Businessweek, CNN Headline News, Economist, Los Angeles Times,
San Francisco Chronicle and  USA Today have published numerous articles
about the consumer and local government boycott of Unocal;

In September 1996, President Clinton signed into law a measure that included
a conditional ban on new US investment in Burma despite lobbying by Unocal
and other companies;

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 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 to
Unocal of:

1. the growing boycott of Unocal products by consumers, including cities and
states
2. the increasing lobbying by Unocal of federal and local legislatures and
governments 
3. litigation filed against Unocal 

SUPPORTING STATEMENT

We are deeply concerned by the growing boycott of Unocal products by
consumers, institutions and local governments. We are particularly disturbed
by the fact that, in the past year, this boycott has spread to a growing
number of municipal and state governments.

We are concerned that the damage to Unocal?s sales and image of the Burma
boycott and the cost of lobbying against federal sanctions and local
selective purchasing legislation may outweigh the revenues and benefits that
Unocal derives from its business in Burma.  

------------------------------------------------
Atlantic Richfield Company (ARCO)

WHEREAS: Levi Strauss & Co. bases its decision on whether to do business in
certain countries based on criteria that include whether:

?Brand image would be adversely affected by a country?s perception or image
among our customers and/or consumers?

?Human rights environment would prevent us from conducting business
activities in a manner that is consistent with the Global Sourcing
Guidelines and other Company policies?

?Political, economic and social environment would threaten the Company?s
reputation and/or commercial interests?

Nobel Peace Prize Laureate and Burmese democracy movement leader Aung San
Suu Kyi has specifically called for economic sanctions on Burma;

In its editorial of 5/30/96, the Wall Street Journal noted that, as the
Burmese military junta arrested more than 250 elected representatives, ARCO
President Roger Truitt was photographed in government newspapers with the
chief of secret police and a member of the junta who had the previous week
threatened to ?annihiliate? Aung San Suu Kyi;

ARCO has paid several million dollars to an oil company owned by the Burmese
military junta for seismic data and exploration rights to two off-shore blocks;

It is reasonable to assume that, if ARCO discovers gas, ARCO will connect
its gas field to the gas pipeline leading to Thailand that is currently
being built by Total and Unocal;

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 Total/Unocal pipeline area but also the use of forced labor by
the Burmese military on infrastructure related to the pipeline project;

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;

Ten cities -- Ann Arbor (MI), Berkeley (CA), Boulder (CO), Carrboro (NC),
Chapel Hill (NC), Madison (WI), Oakland (CA), San Francisco (CA), Santa
Monica (CA), Takoma Park (MD) -- and Alameda County (CA) and the
Commonwealth of Massachusetts have enacted laws that effectively prohibit
municipal or state purchases of products from companies, including ARCO,
that do business in Burma. Similar Burma-related legislation is pending in
other cities including New York City and in the states of California and
Connecticut;

In September 1996, President Clinton signed into law a measure that included
a conditional ban on new US investment in Burma despite lobbying by ARCO and
other companies;

ARCO also does business in other countries with controversial human rights
records: China and Algeria.

BE IT RESOLVED: the shareholders request the Board to review and develop
guidelines for country selection and report these guidelines to shareholders
and employees by September 1997. In its review, the Board shall develop
guidelines on maintaining investments in or withdrawing from countries where:

· there is a pattern of ongoing and systematic violation of human rights
· a government is illegitimate
· there is a call by human rights advocates, pro-democracy organizations or
legitimately elected  representatives for economic sanctions against their
country 

------------------------------------------
Caterpillar

WHEREAS: Levi Strauss & Co. bases its decision on whether to do business in
certain countries based on criteria that include whether:

?Brand image would be adversely affected by a country?s perception or image
among our customers and/or consumers?

?Human rights environment would prevent us from conducting business
activities in a manner that is consistent with the Global Sourcing
Guidelines and other Company policies?

?Political, economic and social environment would threaten the Company?s
reputation and/or commercial interests?

Nobel Peace Prize Laureate and Burmese democracy movement leader Aung San
Suu Kyi has specifically called for economic sanctions on Burma;

Hoppenstedt Affilations reported that Caterpillar has a wholly owned
subsidiary in Burma.  The Bangkok Nation reported that Caterpillar employs
about 200 Burmese;

The New Light of Myanmar reported that a delegation led by a Burmese
military junta minister visited Caterpillar plants in the US in April, 1996;

The Delhi Financial Express reported on October 5, 1996, that Myanmar
Tractors & Trading Co Ltd, a dealer for Caterpillar in Burma, secured orders
worth $40 million from the Burmese Defense Ministry;

In its June 1996 ?Foreign Economic Trends? report, the US Embassy in Burma
stated that: ?In mid-1996, representatives of a U.S.-based manufacturer
indicated that their firm had recently sold US $30 million of dual-use heavy
construction equipment to the Defense Ministry?s Directorate of
Procurement.?  (The term ?dual-use? indicates equipment that can be used for
either civilian or military purposes.);

Eight cities -- Ann Arbor (MI), Berkeley (CA), Carrboro (NC), Madison (WI),
Oakland (CA), San Francisco (CA), Santa Monica (CA), Takoma Park (MD) -- and
the Commonwealth of Massachusetts have enacted laws that effectively
prohibit municipal or state purchases of products from companies, including
Caterpillar, that do business in Burma.  Similar Burma-related legislation
is pending in other cities including New York City;

In September 1996, President Clinton signed into law a measure that included
a conditional ban on new US investment in Burma despite lobbying by
Caterpillar and other companies;

Caterpillar also does business in other countries with controversial human
rights records: China and Indonesia.

BE IT RESOLVED: the shareholders request the Board to review and develop
guidelines for country selection and report these guidelines to shareholders
and employees by September 1997. In its review, the Board shall develop
guidelines on maintaining investments in or withdrawing from countries where:

· there is a pattern of ongoing and systematic violation of human rights
· a government is illegitimate
· there is a call by human rights advocates, pro-democracy organizations or
legitimately elected  representatives for economic sanctions against their
country

----------------------------------------------------------------
UNOCAL

WHEREAS: We believe both social and financial criteria should be factors in
fixing compensation packages for top corporate officers. 

Shareholders and our Board of Directors need to be vigilant in challenging
executive pay packages that create reward regardless of corporate
performance and total return to shareholders.  For instance, should top
officers pay for a this year be reduced because of the costs that our
company has incurred because of its decision to do business in Burma?  

Unocal has a direct equity stake in the largest investment project in Burma:
the building of a 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;

Eight cities -- Ann Arbor (MI), Berkeley (CA), Carrboro (NC), Madison (WI),
Oakland (CA), San Francisco (CA), Santa Monica (CA), Takoma Park (MD) -- and
the Commonwealth of Massachusetts have enacted laws that effectively
prohibit municipal or state purchases of products from companies, including
Unocal, that do business in Burma.  Similar Burma-related legislation is
pending in other cities including New York City;

Media such as Businessweek, CNN Headline News, Economist, Los Angeles Times,
San Francisco Chronicle and  USA Today have published numerous articles
about the consumer and local government boycott of Unocal;

In September 1996, President Clinton signed into law a measure that included
a conditional ban on new US investment in Burma despite lobbying by Unocal
and other companies;

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;

We believe this question deserves the careful scrutiny of our Board of
Directors and Compensation Committee.  Companies including Bristol-Myers,
Eastman Kodak, IBM, Procter and Gamble, and Westinghouse have reported to
shareholders on how they integrate these factors into their compensation
packages.

BE IT RESOLVED: Shareholders request that a committee of outside directors
of the Board institute an Executive Compensation Review, and prepare a
report available to shareholders four months after our annual shareholder
meeting with the results of the Review and recommended changes in practice.
The review shall cover pay, benefits, perks, stock options and special
arrangements in the
compensation packages for all the company's top officers.

SUPPORTING STATEMENT

We recommend that the committee study and report on the following in its review:

1.   Ways to link executive compensation more closely to financial
performance with proposed criteria and formulae.

2.   Ways to link compensation to social corporate performance (e.g.
incentives given for meeting or surpassing certain social and financial
performance standards).

3.   A description of social and environmental criteria to be taken into
account. 
-------------------------------------------------------