EXHIBIT 4.43
                                                                    ------------



                           Dated as of April 28, 1998





                       CANADIAN OCCIDENTAL PETROLEUM LTD.


                                       and


                            CIBC MELLON TRUST COMPANY




                          FIRST SUPPLEMENTAL INDENTURE


                                     to the


                                 TRUST INDENTURE


                           DATED AS OF APRIL 28, 1998


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                                TABLE OF CONTENTS


1.       INTERPRETATIONS AND AMENDMENTS........................................2
         1.1      SUPPLEMENTAL INDENTURE.......................................2
         1.2      DEFINITIONS IN TRUST INDENTURE...............................2
         1.3      INTERPRETATION NOT AFFECTED BY HEADINGS......................2

2.       NOTES.................................................................2
         2.1      FORM AND TERMS OF NOTES......................................2
         2.2      ISSUANCE OF NOTES............................................4

3.       REDEMPTION OF NOTES...................................................5
         3.1      REDEMPTION OF NOTES..........................................5
         3.2      ADDITIONAL DEFINITIONS.......................................5

4.       DEBT SECURITIES GUARANTEE.............................................6
         4.1      COVENANT TO PROVIDE DEBT SECURITIES GUARANTEE................6
         4.2      OPINIONS.....................................................7
         4.3      AUTOMATIC TERMINATION........................................7

5.       GENERAL...............................................................7
         5.1      INDENTURE SUPPLEMENTAL TO TRUST INDENTURE....................7
         5.2      ACCEPTANCE OF TRUST..........................................8
         5.3      COUNTERPARTS AND FORMAL DATE.................................8



SCHEDULES

Schedule A..........................................................Form of Note

<PAGE>

THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") dated as of
April 28, 1998.

BETWEEN:

                  CANADIAN OCCIDENTAL PETROLEUM LTD., a corporation incorporated
                  under the Canada Business Corporations Act and having its head
                  office in the City of Calgary, in the Province of Alberta (the
                  "Corporation")

                                                               OF THE FIRST PART

                                      and -

                  CIBC MELLON TRUST COMPANY, a trust corporation incorporated
                  under the laws of Canada, having an office in the City of
                  Calgary, in the Province of Alberta (the "Trustee")

                                                              OF THE SECOND PART


         WITNESSETH THAT:

         WHEREAS in and by a trust indenture made as of April 28, 1998 (the
"Original Indenture") between the Corporation and the Trustee (the Original
Indenture, as amended and supplemented by this Supplemental Indenture and as the
same may be further amended or supplemented from time to time, being hereinafter
called the "Trust Indenture," which term includes any and every instrument
supplemental or ancillary thereto or in implementation thereof and the form and
terms of any particular series of Debt Securities (as defined below) established
thereunder), provision was made for the issue, in one or more series, by the
Corporation of debt securities of the Corporation (the "Debt Securities") in an
unlimited aggregate principal amount;


         AND WHEREAS the proper officers of the Corporation have duly authorized
the creation and issuance of a series of Debt Securities to be designated as
7.40% Notes due 2028 (the "Notes"), and to be limited (subject to the exceptions
described herein and in the Trust Indenture) to the aggregate principal amount
of U.S. $200,000,000, the further terms and conditions thereof being hereinafter
set forth, all in accordance with a resolution of the directors of the
Corporation;

         AND WHEREAS all necessary acts and proceedings have been done and taken
to authorize the execution of this Supplemental Indenture, to establish the
terms and form of the Notes pursuant to the Trust Indenture, and to make this
Supplemental Indenture and the said series of Notes, when executed and delivered
by the Corporation and certified and delivered by the Trustee as provided in the
Trust Indenture, legal, valid and binding upon the Corporation;

         AND WHEREAS the foregoing recitals are made as representations and
statements of fact by the Corporation and not by the Trustee;

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                                      -2-


         NOW THEREFORE, it is hereby covenanted, agreed and declared as follows:

1.       INTERPRETATIONS AND AMENDMENTS

1.1      SUPPLEMENTAL INDENTURE

This "Supplemental Indenture", "hereto", "herein", "hereof", "hereby",
"hereunder" and similar expressions refer to this Supplemental Indenture and not
to any particular Article, Section or other portion hereof and include any and
every instrument supplemental or ancillary hereto or in implementation hereof,
and further include the terms of the Notes set forth in the form of Note annexed
as Schedule A hereto.

1.2      DEFINITIONS IN TRUST INDENTURE

All terms contained in this Supplemental Indenture which are defined in the
Original Indenture and not defined herein shall, for all purposes hereof, have
the meanings given to such terms in the Original Indenture unless the context
otherwise specifies or requires; provided, however, that notwithstanding the
foregoing, the terms "Corporation" and "Trustee" shall have the respective
meanings given to them in the Original Indenture.

1.3      INTERPRETATION NOT AFFECTED BY HEADINGS

The division of this Supplemental Indenture into Articles and Sections, the
provision of the table of contents hereto and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Supplemental Indenture.

2.       NOTES

2.1      FORM AND TERMS OF NOTES

There shall be and is hereby created for issuance under the Trust Indenture a
series of Debt Securities which shall consist of and be limited (subject to the
exceptions set forth in Section 2.2(b) of the Original Indenture) to the
aggregate principal amount of U.S. $200,000,000 and shall be designated as 7.40%
Notes due 2028 (the "Notes"); provided, however, that if the Corporation shall,
at any time after the date hereof, increase the principal amount of Notes which
may be issued and issue such increased principal amount (or any portion
thereof), then any such additional Notes so issued shall have the same form and
terms (other than the date of issuance and the date from which interest thereon
shall begin to accrue), and shall carry the same right to receive accrued and
unpaid interest, as the Notes theretofore issued; and provided, further, that,
notwithstanding the foregoing, the Corporation shall not be entitled to increase
the principal amount of Notes which may be issued or issue any such increased
principal amount if the Corporation has effected satisfaction and discharge of
the Trust Indenture pursuant to Section 7.4 of the Original Indenture or
defeasance or covenant defeasance pursuant to Article 13 of the Original
Indenture.

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                                      -3-


The Notes will mature, and the principal of the Notes and accrued and unpaid
interest thereon will be due and payable, on May 1, 2028, or such earlier date
as the principal of any of the Notes may become due and payable in accordance
with the provisions of the Trust Indenture.

The Notes shall bear interest on the principal amount thereof from April 28,
1998 or from the last date to which interest shall have been paid or duly made
available for payment on the Notes, whichever is later, at the rate of 7.40% per
annum, payable semiannually in arrears on May 1 and November 1, 1998 (each, an
"Interest Payment Date") in each year, commencing November 1, 1998, until the
principal of and premium, if any, on the Notes is paid or duly made available
for payment; and should the Corporation at any time default in the payment of
any principal of, or premium, if any, or interest on the Notes when due, the
Corporation shall pay interest (such interest to be payable on demand), to the
extent permitted by law, on the amount in default at the same rate. Interest on
the Notes shall be computed on the basis of a 360-day year comprised of twelve
30-day months. The interest payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Trust Indenture, be paid
to the Persons in whose names the Notes (or one or more predecessor Notes) are
registered at the close of business on the April 15 or October 15 (the "Regular
Record Dates"), as the case may be, immediately prior to such Interest Payment
Date, regardless of whether any such Regular Record Date is a business day. Any
such interest on the Notes not so punctually paid or duly provided for on any
Interest Payment Date shall be payable as provided in the form of Note annexed
hereto as Schedule A to this Supplemental Indenture.

For the purposes only of the disclosure required by the INTEREST ACT (Canada),
and without affecting the amount of interest payable to any holder of a Note or
the calculation of interest on any Note, if the rate of interest on any Note is
calculated on the basis of a year (the "deemed year") which contains fewer days
than the actual number of days in the calendar year of calculation, such rate of
interest shall be expressed as a yearly rate for the purposes of the INTEREST
ACT (Canada) by multiplying such rate of interest by the actual number of days
in the calendar year of calculation and dividing it by the number of days in the
deemed year.

All payments of principal of and premium, if any, and interest on the Notes will
be made in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts, and all
references herein to "United States dollars", "U.S. $" or "U.S. dollars" shall
be deemed to refer to such coin or currency of the United States of America.

The principal of and premium, if any, and interest on the Notes shall be
payable, and the Notes may be surrendered for exchange, registration, transfer
or discharge from registration, at the office or agency maintained by the
Corporation for such purpose from time to time in the City of Calgary, Alberta
(which shall initially be the office of the Trustee in the City of Calgary,
Alberta) and, under the circumstances described in Section 2.14(j) of the
Original Indenture, in the Borough of Manhattan, The City of New York, and in
such other places as the Corporation may from time to time designate. The
Trustee is hereby appointed as the initial Paying Agent, registrar and transfer
agent for the Notes in the City of Calgary, Alberta.

The Notes shall be issued only as fully registered Notes, without coupons, in
denominations of U.S. $1,000 and integral multiples thereof. The Notes initially
will be represented by one or more Global

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                                      -4-


Debt Securities (collectively, the "Global Note") registered in the name of The
Depository Trust Company, as Depositary or its nominee, or a successor
depositary or its nominee.

The Notes and the certificate of the Trustee endorsed thereon shall be
substantially in the form set out in Schedule A to this Supplemental Indenture
with such appropriate insertions, omissions, substitutions and variations as the
Trustee may approve and shall be numbered in such manner as the Trustee may
approve, such approvals of the Trustee concerning any Note to be conclusively
evidenced by its certification of such Note.

The register referred to in Section 3.2 of the Original Indenture shall, with
respect to the Notes, be kept at the office or agency in the City of Calgary,
Alberta that the Corporation may from time to time designate for such purpose
(which shall initially be the office of the Trustee in the City of Calgary,
Alberta), and at such other place or places as the Corporation with the approval
of the Trustee may hereafter designate. Without limitation to the foregoing, if
the Corporation shall at any time be required by the terms of the Notes or the
Trust Indenture to appoint a registrar for the Notes in the Borough of
Manhattan, The City of New York, the Corporation shall cause a register for the
Notes also to be kept at the office of the registrar in the Borough of
Manhattan, The City of New York and the Trustee hereby gives its approval to a
register being kept at such place.

The Notes shall be subject to redemption at the option of the Corporation as
provided in Article 3 of this Supplemental Indenture. The Corporation shall not
be required to redeem, purchase or repay Notes pursuant to any mandatory
redemption, sinking fund or analogous provision or at the option of the holders
thereof. The Notes will not be convertible into or exchangeable for securities
of any Person. The Notes will be entitled to the benefit of Debt Securities
Guarantees upon the terms and conditions set forth in Article 4 of this
Supplemental Indenture.

The Notes shall have the other terms and provisions set forth in the form of
Note attached hereto as Schedule A to this Supplemental Indenture, with the same
force and effect as if such terms and provisions were set forth in full at this
place.

2.2      ISSUANCE OF NOTES

Notes in the aggregate principal amount of U.S. $200,000,000 shall be executed
by the Corporation and delivered by it to the Trustee on the date of issue for
certification and delivery pursuant to and in accordance with the provisions of
Sections 2.4, 2.5 and 2.6 of the Original Indenture and, upon the requirements
of such provisions being complied with, the Notes shall be certified by or on
behalf of the Trustee and delivered by it to or upon the written order of the
Corporation without any further act or formality on the part of the Corporation.
The Trustee shall have no duty or responsibility with respect to the use or
application of any of the Notes so certified and delivered or the proceeds
thereof.

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                                      -5-


3.       REDEMPTION OF NOTES

3.1      REDEMPTION OF NOTES

The Notes will be redeemable at any time, in whole or from time to time in part,
at the option of the Corporation (in the manner and in accordance with and
subject to the terms and provisions set forth in the Trust Indenture), at a
redemption price equal to the greater of:

         (a)      100% of the principal amount of the Notes to be redeemed; and

         (b)      the sum of the present values of the remaining scheduled
                  payments of principal and interest thereon (exclusive of
                  interest accrued to the date of redemption) discounted to the
                  redemption date on a semiannual basis (assuming a 360-day year
                  consisting of twelve 30-day months) at the Treasury Rate, plus
                  25 basis points;

plus in each case accrued interest to the date of redemption; provided that
installments of interest on Notes which are due and payable on any date falling
on or prior to a redemption date will be payable to the registered holders of
such Notes (or one or more predecessor Notes), registered as such as of the
close of business on the relevant record dates.

3.2      ADDITIONAL DEFINITIONS

For the purposes of this Supplemental Indenture, the following expressions shall
have the following meanings:

         "Treasury Rate" means, with respect to any redemption date, the rate
         per annum equal to the semiannual equivalent yield to maturity of the
         Comparable Treasury Issue, assuming a price for the Comparable Treasury
         Issue (expressed as a percentage of its principal amount) equal to the
         Comparable Treasury Price for such redemption date;

         "Comparable Treasury Issue" means the U.S. Treasury security selected
         by an Independent Investment Banker as having a maturity comparable to
         the remaining term of the Notes to be redeemed that would be utilized,
         at the time of selection and in accordance with customary financial
         practice, in pricing new issues of corporate debt securities of
         comparable maturity to the remaining term of such Notes;

         "Independent Investment Banker" means one of the Reference Dealers
         selected by the Corporation;

         "Comparable Treasury Price" means, with respect to any redemption date,
         (i) the average of the bid and asked prices for the Comparable Treasury
         Issue (expressed in each case as a percentage of its principal amount)
         on the third business day preceding such redemption date, as set forth
         in the daily statistical release (or any successor release) published
         by the Federal Reserve Bank of New York and designated "Composite 3:30
         p.m. Quotations for U.S. Government Securities" or (ii) if such release
         (or any successor release) is not published or does not contain such
         prices on such business day, (A) the average of the Reference Treasury

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                                      -6-


         Dealer Quotations for such redemption date, after excluding the highest
         and lowest such Reference Treasury Dealer Quotations, or (B) if the
         Corporation is unable to obtain three such Reference Treasury Dealer
         Quotations, the average of all such Quotations;

         "Reference Treasury Dealer Quotations" means, with respect to each
         Reference Dealer and any redemption date, the average, as determined by
         the Corporation, of the bid and asked prices for the Comparable
         Treasury Issue (expressed in each case as a percentage of its principal
         amount) quoted in writing to the Corporation by such Reference Dealer
         at 5:00 p.m. (New York City time) on the third business day preceding
         such redemption date; and

         "Reference Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co.
         and Salomon Brothers Inc and their respective successors; provided,
         however, that if any of the foregoing Reference Dealers shall cease to
         be a primary U.S. Government securities dealer in New York City (a
         "Primary Treasury Dealer"), the Corporation shall substitute therefor
         another Primary Treasury Dealer.

4.       DEBT SECURITIES GUARANTEE

4.1      COVENANT TO PROVIDE DEBT SECURITIES GUARANTEE

The Corporation covenants and agrees that, so long as any of the Notes remains
outstanding: (a) if any Subsidiary of the Corporation shall at any time
guarantee (a "Subsidiary Guarantee") any Indebtedness of the Corporation
pursuant to (i) Article 4 of the fourth supplemental indenture (the "Fourth
Supplemental Indenture") made as of the 2nd day of July, 1997 to the trust
indenture dated as of June 7, 1991 between the Corporation and CIBC Mellon Trust
Company, as successor trustee, or (ii) any of the Subject Debt Agreements (as
defined below), then the Corporation will cause such Subsidiary (a "Guarantor")
to execute a Debt Securities Guarantee pursuant to which it will guarantee the
Debt Securities (including the Notes) on substantially the same terms as are set
forth in such Subsidiary Guarantee with such changes as may be necessary to
conform to local law or practice of the jurisdiction in which the Guarantor is
organized (which, in the case of a Subsidiary which is organized and existing
under the laws of any State of the United States or the District of Columbia,
may include a customary provision limiting amounts payable under such Debt
Securities Guarantee to such amount as will not violate applicable fraudulent
conveyance or other similar laws and a customary provision providing for
contribution from other Guarantors, if any) or as may be recommended by
independent legal counsel to the Trustee and incorporating provisions pursuant
to which the Guarantor shall submit to jurisdiction, waive immunity, and appoint
an agent for service of process to the same extent done by the Corporation
pursuant to the Trust Indenture; and (b) the Corporation will comply, and will
cause such Guarantor to comply, with all applicable securities laws and
regulations, including, without limitation, the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Trust Indenture Act of 1939 (and in each
of the foregoing cases all applicable rules and regulations thereunder) and with
state securities and blue sky laws and regulations of the United States in
connection with any Debt Securities Guarantee.
 Any such Debt Securities Guarantee shall be subject to the terms and provisions
of the Trust Indenture, including, without limitation, Article 12 of the
Original Indenture. Any such Debt Securities Guarantee shall be duly executed
and delivered to the Trustee by the applicable Guarantor, and shall be effective
as of a date, (1) in the case of a Subsidiary Guarantee entered into or to be
entered into pursuant to

<PAGE>

                                      -7-


the Fourth Supplemental Indenture, not later than 90 days after the date on
which the Corporation becomes obligated to provide such Subsidiary Guarantee and
(2) in the case of a Subsidiary Guarantee entered into pursuant to any Subject
Debt Agreement, not later than 90 days after the date on which Subsidiary
Guarantee shall be effective. "Subject Debt Agreements" means the Loan Agreement
dated as of June 30, 1995 among the Corporation, Canadian Imperial Bank of
Commerce, as agent, and the financial institutions party thereto, and the Loan
Agreement dated as of October 31, 1996 between the Corporation and Royal Bank of
Canada, each as heretofore or hereafter amended, supplemented, modified or
restated from time to time.

4.2      OPINIONS

The Trustee will, at the expense of the Corporation, engage independent legal
counsel of recognized standing (in the jurisdiction in which the Guarantor is
organized) with respect to matters relating to publicly issued debt securities
to review the form of Debt Securities Guarantee, and both counsel to the
Corporation and such independent legal counsel shall deliver legal opinions to
the Trustee to the effect that such Debt Securities Guarantee has been duly
authorized, executed and delivered by, and is a valid, binding and enforceable
obligation of, the Guarantor (subject to customary exceptions). In addition, the
Trustee will, at the expense of the Corporation, engage independent legal
counsel of recognized standing with respect to matters of United States federal
securities laws (which, if possible, shall be the same independent legal counsel
referred to in the first sentence of this paragraph) and such independent legal
counsel shall deliver legal opinions to the Trustee to the effect that such Debt
Securities Guarantee has been registered under the Securities Act of 1933 and
that the Trust Indenture has been duly qualified under the Trust Indenture Act
of 1939 or that no such registration or qualification is required. All such
opinions shall be in form and substance satisfactory to the Trustee, acting
reasonably, and shall be delivered to the Trustee not later than the time of
delivery to the Trustee of the corresponding Debt Securities Guarantee.

4.3      AUTOMATIC TERMINATION

In the event a Subsidiary Guarantee is discharged or released, then, upon
Written Order of the Corporation to the Trustee accompanied by a Certificate of
the Corporation confirming that the corresponding Subsidiary Guarantee has been
discharged or released, such Debt Securities Guarantee shall automatically
terminate and be released and the Trustee shall return to the Corporation such
Debt Securities Guarantee.

5.       GENERAL

5.1      INDENTURE SUPPLEMENTAL TO TRUST INDENTURE

This Supplemental Indenture is supplemental to the Original Indenture and the
Original Indenture and the Notes issued thereunder shall, from this date
forward, be read in conjunction with this Supplemental Indenture. The Original
Indenture and this Supplemental Indenture shall, from this date forward, have
effect so far as practicable as if all the provisions of the Original Indenture
and this Supplemental Indenture were contained in one instrument.

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                                      -8-


5.2      ACCEPTANCE OF TRUST

The Trustee hereby accepts the trusts in this Supplemental Indenture declared
and provided for and agrees to perform the same upon the terms and conditions
herein before set forth in trust for the various Persons who shall from time to
time be Note holders subject to all the terms and conditions herein set forth.

5.3      COUNTERPARTS AND FORMAL DATE

This Supplemental Indenture may be executed in several counterparts, each of
which so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument and notwithstanding their
date of execution shall be deemed to bear the date first above written.


IN WITNESS WHEREOF the parties hereto have executed this Supplemental Indenture
under their respective corporate seals on the date first above written.

CANADIAN OCCIDENTAL PETROLEUM LTD.


Per:     /s/ Victor J. Zaleschuk
         ---------------------------------
Name:    Victor J. Zaleschuk
Title:   Chief Executive Officer


                                                              [Seal]

Per:     /s/ Marvin F. Romanow
         ---------------------------------
Name:    Marvin F. Romanow
Title:   Vice President, Finance and
         Chief Financial Officer


CIBC MELLON TRUST COMPANY


Per:     /s/ Jacquie Fisher
         ---------------------------------
Name:    Jacquie Fisher
Title:   Senior Account Manager


                                                              [Seal]

Per:     /s/ Roger Booth
         ---------------------------------
Name:    Roger Booth
Title:   Assistant Vice-President, Alberta Region


<PAGE>

                                   SCHEDULE A

to the First Supplemental Indenture dated as of April 28, 1998 made between
Canadian Occidental Petroleum Ltd. and CIBC Mellon Trust Company, as Trustee.

                                  FORM OF NOTES

[Insert if the Note is a Global Debt Security: THIS NOTE IS A GLOBAL DEBT
SECURITY WITHIN THE MEANING OF THE TRUST INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY",
WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE NOTES), A NEW YORK
CORPORATION, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO, OR
REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF, ANY PERSON OTHER
THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE TRUST INDENTURE AND UNLESS AND UNTIL IT IS EXCHANGED FOR NOTES
IN DEFINITIVE CERTIFICATED FORM AS AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE.]

[Insert if the Note is a Global Debt Security: UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE CORPORATION (AS DEFINED
BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                       CANADIAN OCCIDENTAL PETROLEUM LTD.

                      (organized under the laws of Canada)

                              7.40% Notes due 2028

No. ____                                        Principal Amount: U.S. _________
CUSIP No. 136 420 AF3

FOR VALUE RECEIVED, CANADIAN OCCIDENTAL PETROLEUM LTD., a corporation organized
under the laws of Canada (hereinafter called the "Corporation", which term
includes any successor corporation under the Trust Indenture referred to below),
for value received, acknowledges itself indebted and hereby promises to pay to:



or registered assigns, on May 1, 2028 or on such earlier date as the principal
hereof may become due in accordance with the provisions of the Trust Indenture
hereinafter mentioned, the principal sum of ________ United States dollars
(U.S.$________) in immediately available funds, in lawful money of the United
States of America, and to pay interest on the principal amount hereof from April
28, 1998 or from the last date to which interest shall have been paid or duly
made available for payment on the Corporation's outstanding 7.40% Notes due 2028
(the "Notes"), whichever is later, at the rate of 7.40% per annum, payable
semiannually in arrears in like money, on May 1 and November 1 (each, an
"Interest Payment Date") in each year, commencing November 1, 1998, until the
principal hereof and premium, if any, hereon is paid or duly made available for
payment; and should the Corporation at any time default in the payment of any
principal of, or premium, if any, or interest on, this Note when due, to pay
interest (such interest to be payable on demand), to the extent permitted by
law, on the amount in default at the same rate, in like money. Interest on the
Notes shall be computed on the basis of a 360-day year comprised of twelve
30-day months. The interest payable, and

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                                      -2-


punctually paid or duly provided for, on any Interest Payment Date, will, as
provided in such Trust Indenture, be paid to the Person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on the
April 15 or October 15 (the "Regular Record Dates"), as the case may be,
immediately prior to such Interest Payment Date, regardless of whether any such
Regular Record Date is a business day. Any such interest on this Note not so
punctually paid or duly provided for on any Interest Payment Date will forthwith
cease to be payable to the holder on such Regular Record Date by virtue of
having been such holder and may either (i) upon (A) written notice by the
Corporation to the Trustee (as defined below) of the aggregate amount of
defaulted interest proposed to be paid by the Corporation and the date of such
proposed payment and (B) the concurrent deposit by the Corporation with the
Trustee of U.S. dollars in an amount equal to the aggregate amount proposed to
be paid with respect to such defaulted interest or upon such arrangements
satisfactory to the Trustee for such deposit of U.S. dollars in such amount on
or prior to the date of such proposed payment (such monies when so deposited to
be held in trust for the benefit of the Persons entitled thereto), be paid to
the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee (which special record date
shall not be more than 15 days or less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the aforesaid notice from the Corporation), notice whereof shall be given to the
holders of Notes not less than 10 days prior to such special record date in the
manner provided in the Trust Indenture, or (ii) be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange.

As interest on this Note becomes due (except interest payable at maturity or on
redemption which, so long as the date of such maturity or such redemption date
is not an Interest Payment Date, shall be paid upon presentation and surrender
of this Note for payment), the Corporation, either directly or through the
Trustee, shall send, at least five days prior to each date on which interest
becomes due, by prepaid ordinary mail, a cheque for such interest (less any tax
required to be withheld therefrom) payable to the order of the registered holder
of this Note at the close of business on the relevant Regular Record Date and
addressed to him at his last address appearing on the Note register, unless such
holder otherwise directs; provided that the Corporation may make any such
payment of interest (less any tax required to be withheld therefrom) by wire
transfer. In the case of joint holders, cheques shall, unless such joint holders
otherwise direct, be payable to the order of all such joint holders and, if more
than one address appears on the Note register in respect of a joint holding, any
cheque for interest shall be mailed to the first address so appearing. The
mailing of any such cheque or the making of any such payment by wire transfer
shall, to the extent of the sum represented thereby plus the amount of any tax
withheld as aforesaid, satisfy and discharge all liability for interest on this
Note, unless such cheque is not paid at par on presentation. Notwithstanding the
foregoing provisions of this paragraph or any other provision of the Notes or
the Trust Indenture, (i) so long as this Note is registered in the name of The
Depository Trust Company (or any successor Depositary for the Notes) or its
nominee (a "Global Note"), payments of principal of and premium, if any, and
interest on this Note shall be made by wire transfer of immediately available
funds unless otherwise required by such Depositary (ii) if definitive
certificated Notes are issued in exchange for interests in any Global Note, the
Corporation will pay the principal of and premium, if any, and interest on such
definitive certificated Notes by wire transfer of immediately available funds
(provided that the holders thereof shall have provided appropriate wire transfer
instructions to the

<PAGE>

                                      -3-


Corporation); and (iii) if definitive certificated Notes are issued in exchange
for interests in any Global Note or if the Depositary for the Notes shall so
require, the Corporation will maintain a Paying Agent, registrar and transfer
agent for the Notes in the Borough of Manhattan, The City of New York.

All payments of the principal of and premium, if any, and interest on this Note
will be made in such coin or currency of the United States of America as of the
time of payment is legal tender for payment of public and private debts, and all
references herein to "United States dollars", "U.S. $" or "U.S. dollars" shall
be deemed to refer to such coin or currency of the United States of America.

This Note is one of the duly authorized series of Debt Securities of the
Corporation (herein called the Notes) issued under and entitled to the benefits
of a trust indenture made as of April 28, 1998, as supplemented by the First
Supplemental Indenture thereto made as of April 28, 1998, each between the
Corporation and CIBC Mellon Trust Company, as trustee (the "Trustee", which term
includes any successor trustee under the Trust Indenture) (such trust indenture
and first supplemental trust indenture, as the same may be further amended or
supplemented from time to time, are herein called collectively the "Trust
Indenture"). Reference is hereby made to the Trust Indenture for a description
of the terms and conditions upon which the Notes are issued or may be issued and
held and the rights of the holders of Notes issued and to be issued thereunder
and of the Corporation and of the Trustee, all to the same effect as if the
provisions of the Trust Indenture were herein set forth, to all of which
provisions the holder of this Note by acceptance hereof assents. This Note is
one of the series designated on the face hereof, limited (subject to exceptions
provided in the Trust Indenture) in aggregate principal amount to U.S.
$200,000,000, subject to the right of the Corporation, on the terms and subject
to the conditions set forth in the Trust Indenture, at any time or from time to
time to increase the principal amount of such series and to issue such increased
principal amount of Notes (or any portion thereof). All terms used in this Note
which are defined in the Trust Indenture and not defined herein shall have the
meanings assigned to them in the Trust Indenture.

This Note is a direct obligation of the Corporation.

This Note is redeemable at any time, in whole or from time to time in part, at
the option of the Corporation, upon the terms and subject to the conditions set
forth in the Trust Indenture, at a redemption price equal to the greater of (i)
100% of the principal amount of this Note to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
hereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus in each
case accrued interest to the date of redemption (provided that installments of
interest which are due and payable on any date falling on or prior to a
redemption date will be payable to the registered holder of this Note (or one or
more predecessor Notes), registered as such as of the close of business on the
relevant record date), all as more fully provided in the Trust Indenture.

This Note will not be entitled to the benefit of a sinking fund.

<PAGE>

                                      -4-


If an Event of Default with respect to the Notes shall occur and be continuing,
the principal of and interest on the Notes may be declared due and payable in
the manner and with the effect provided in the Trust Indenture.

This Note is subject to the provisions in the Trust Indenture on defeasance and
covenant defeasance.

The Trust Indenture contains provisions for holding meetings of holders of Notes
and, subject to certain exceptions, for making binding upon all holders of Notes
extraordinary resolutions passed at such meetings in accordance with such
provisions and instruments in writing signed by the holders of a specified
percentage in principal amount of the Debt Securities outstanding.

No reference herein to the Trust Indenture and no provision of this Note shall
alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of, and premium, if any, and interest on,
this Note at the times, place and rate, and in the currency, herein and in the
Trust Indenture prescribed.

No transfer of this Note shall be valid unless made on the registers to be kept
at the office of the Trustee in the City of Calgary, Alberta and at such other
place or places (if any) as the Corporation may designate, by the registered
holder or his executors or administrators or other legal representatives or his
or their attorney duly appointed by an instrument in writing in form and
execution satisfactory to the Trustee or other registrar, and upon compliance
with such reasonable requirements as the Trustee or other registrar may
prescribe and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees. The Person in whose name this Note shall be
registered shall be deemed and regarded as the owner hereof for all purposes of
the Trust Indenture and payment of or on account of the principal hereof and
premium, if any, and interest hereon shall be made only to or upon the order of
such registered holder.

As provided in the Trust Indenture and subject to certain limitations set forth
therein, the Notes are exchangeable for a like aggregate principal amount of
Notes of authorized denominations as requested by the holders surrendering the
same. No service charge will be made for any exchange, registration, transfer or
discharge from registration of any Note, although the Corporation and the
Trustee may require payment of a sum sufficient to cover any transfer tax or
other similar governmental charge payable in connection therewith. This Note may
be surrendered for registration of transfer, exchange and payment at the office
of the Trustee in the City of Calgary, Alberta and, if so required pursuant to
the Trust Indenture and the Notes, at the office or agency maintained by the
Corporation for that purpose in the Borough of Manhattan, The City of New York.

The Notes are issuable only in registered form without coupons in denominations
of U.S. $1,000 and integral multiples of U.S. $1,000.

The Trust Indenture requires that the Corporation comply with certain
restrictive covenants set forth therein and provides that, under certain
circumstances, one or more subsidiaries of the Corporation may be required to
guarantee the Notes. Reference is made to the Trust Indenture for a further
description of all such terms and provisions.

<PAGE>

                                      -5-


This Note shall be governed by and construed in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable therein and, to
the extent provided in the Trust Indenture,

by the TRUST INDENTURE ACT of 1939, as amended. This Note shall not become
obligatory for any purpose until it shall have been certified by the Trustee for
the time being under the Trust Indenture.

IN WITNESS WHEREOF CANADIAN OCCIDENTAL PETROLEUM LTD. has caused this Note to be
sealed with its corporate seal and to be signed by its duly appointed and
authorized officers this          day of                      .


CANADIAN OCCIDENTAL PETROLEUM LTD.

Per:
     -----------------------------------


                                                              [Seal]

Per:
     -----------------------------------


This is one of the Notes referred to
in the Trust Indenture within mentioned


CIBC MELLON TRUST COMPANY, TRUSTEE


Per:
     -----------------------------------
     Authorized Officer


Date of Certification:
                       -------------------------

<PAGE>

                                      -6-


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                                     <C>
         TEN COM - as tenants in common                 UNIF GIFT MIN ACT- __________Custodian_________
         TEN ENT - as tenants by the entireties                              (Cust)            (Minor)
         JT TEN  - as joint tenants with right of                 Under Uniform Gifts to Minors
                   survivorship and not as tenants                Act__________________________________
                   in common                                                       (State)
</TABLE>


     Additional abbreviations may also be used though not in the above list.

                        ________________________________


FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 ________________________________________
|                                        |
|________________________________________|




________________________________________________________________________________
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE



________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing



_______________________________________________________________________ Attorney
to transfer said Note on the books of the Corporation with full power of
substitution in the premises.

Dated: _________________________________________________________________________

     Notice: The signature to this assignment must correspond with the name as
             it appears upon the face of the within Note in every particular,
             without alteration or enlargement or any change whatever.