WHEREAS: Chevron is one of the US companies with the largest oil operations in Nigeria;

On May 28 1998, Nigerian troops - notified and transported by Chevron - shot dead two men and wounded many others who had conducted an unarmed occupation of one of our company's offshore drilling facilities;

The Center for Constitutional Rights is preparing to sue Chevron in U.S. Federal District Court , alleging that our company was complicit in the deaths of the two protesters;

In recent months, nearly one-third of Nigeria's oil production has been shut down by unprecedented acts of resistance by members of community in the oil-producing regions;

The international outrage triggered by the execution of nine political prisoners, including the Ogoni leader, Ken Saro Wiwa, has focused attention on the oil companies in Nigeria, including Chevron;

The military regime that currently rules Nigeria has, according to Amnesty International, Human Rights Watch, International Labor Organization and the U.S. State Department, a long history of systematic human and labor rights violations;

The International Federation of Chemical, Energy, Mine and General Workers Unions and the Oil, Chemical & Atomic Workers Union, AFL-CIO, have called for a global embargo on Nigerian oil exports;

Local governments in Alameda County (CA), Amherst (MA), Berkeley (CA) , Cambridge (MA) and Oakland (CA) have passed laws and resolutions that effectively bar their purchasing agents from buying goods or services from companies, such as Chevron, which do business in Nigeria;

Growing public opposition to doing business in Nigeria will result in further consumer and local government boycotts of Chevron, which may well, in the future, have significant material effects on our company;

Community and environmental organizations in Nigeria's oil-producing Delta region have called for oil companies, such as Chevron, to withdraw from Nigeria because of their damage to the environment and social fabric of the community and their support of the ruling military junta;

Chevron's production operations around the world are at risk until our company implements an effective code of conduct that expresses our company's commitment to human rights, social justice and environmental responsibility;

RESOLVED: the Shareholders request the Board of Directors to review Chevron's code of business conduct with the view to including in it an explicit commitment to human rights, social justice, and environmental responsibility towards the communities in which we operate and report the results of this review to shareholders, employees and the communities in which we operate by October 1999. In its review, the Board shall pay close attention to cases in which our company has encountered considerable and growing opposition to its operations, including:

demonstrations and occupations of our company's facilities, complaints of environmental damage stemming from our company's operations, calls from community-based organizations for a fair share of the revenues derived by our company from within the boundaries of the community, allegations that our company has collaborated with security forces that have been responsible for human rights abuses.

Franklin Research & Development
711 Atlantic Avenue, Boston, MA 02111
(617) 423-6655, x225
(617) 482-6179 - fax
January 7, 1999.