Statement by Dr. Carol Richards at

[bfla@xxxxxxxxxxxxx]

Presentation of Item #4 -- Review and Report on Executive Compensation
by Dr. Carol Richards, Ph.D.

Mr. Beach, members of the Board, fellow shareholders, I am Dr. Carol
Richards and am authorized to represent the School Sisters of St. Francis,
owners of over 6,000 shares of Unocal stock.

Our resolution is based on the premise that both social and financial
criteria should be factors in fixing compensation packages for top
corporate officers.  It raises questions about whether top officers' pay
should be reduced if t he company sufferers from poor corporate citizenship
that harms our corporate image.

While Mr. Beach would like Unocal to be perceived as a stable leader among
the world's energy corporations, and as the benign purveyor of geothermal
and natural gas resources on a grand scale; the ugly truth is that this
company has been transformed into a mercenary outfit of rogue adventurers
who will make a deal, no matter how dirty and no matter how risky, with the
most reprehensible regimes on earth.  Corners are cut, lives are ruined and
even lost, and Unocal cares only for its own top echelon's profits.   How
much compensation should executives receive for performing this appalling
metamorphosis?

As Ralph Nader recently commented, the present day gap in pay between
American workers and the CEO's of their corporations is far larger than the
gap in income between the lords of the major in the 13th Century France and
the serfs whom they owned.   Perhaps we should examine the vast gulf
between the compensation paid to yourself, Mr. Beach, and what is paid to
the conscripted laborers who clear brush or build barracks for your
security forces on the Yadana pipeline project in Burma.    Perhaps we
should also examine the gulf between Mr. Beach's compensation and the
unemployment checks being collected by Unocal refinery workers and office
staff after the company pulled up California roots and moved operations to
SE Asia.   In 1996 in this auditorium, shareholders pressed Unocal to seek
an independent, outside evaluation of the human rights aspects of the
Yadana pipeline project.   Mr. Beach, you promised to work together with
shareholders in selecting an independent human rights team for the pipeline
area.   Instead, Unocal unilaterally set up an inspection that is far from
independent.   In official documents, Mr. Beach claims that the inspection
team was funded by "humanitarian organizations."  Later reports acknowledge
that Unocal paid the expenses of the inspectors.  Unocal has yet to
publicly acknowledge the honorarium payment to one of the report's authors.


This same report claims that there was never any government presence at the
interviews with villagers in the pipeline region.  Yet, translator who
accompanied the interviewers is a government in Burma and against the
pipeline is well known.   What truth might we expect from a report based on
information?

It is long overdue for our company to accept the fact that it is part of,
not outside of, society.   It must respond to society's needs.  Unocal must
measure performance not only by the bottom line, but also by society's
standards.  In this process, it is essential for the company to be
transparent in its dealings with shareholders and the public.   This is not
now the case.

We urge a yes vote on item #4.








===================================================
Kevin Rudiger
Burma Forum, Los Angeles
Campaign for Corporate Withdrawal
2118 Wilshire Blvd #383
Santa Monica, CA 90403
(310)399-0703 - phone
(310)392-9965 - fax
(310)588-3404 - pager
bfla@xxxxxxxxxxxxx