Exhibit 4.2


 


UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE 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 BY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


OCCIDENTAL PETROLEUM CORPORATION


 


7% SENIOR NOTE DUE 2013


 


	
  NO. Q-

  	
   

  	
  PRINCIPAL AMOUNT:

  
	
   

  	
   

  	
  U.S.$

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP: 674599 BW 4

  
	
   

  	
   

  	
  ISIN: US674599 BW 42

  
	
   

  	
   

  	
  COMMON CODE:
  036682531

  



 


	
  ORIGINAL ISSUE DATE:

  	
  October 21,
  2008

  
	
  MATURITY DATE:

  	
  November 1,
  2013

  
	
  INTEREST RATE:

  	
  7% per annum

  
	
  INTEREST PAYMENT DATES:

  	
  May 1
  and November 1, commencing May 1, 2009

  
	
  REGULAR RECORD DATES:

  	
  April 15
  and October 15

  
	
  REDEMPTION DATE/PRICE:

  	
  See Further
  Provisions Set Forth Herein

  



 


OCCIDENTAL PETROLEUM
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein referred to as the “Company,” which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
Principal Amount specified above on the Maturity Date specified above (unless
and to the extent earlier redeemed prior to such Maturity Date) and to pay
interest thereon from October 21, 2008 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on May 1 and November 1 in each year,
commencing on May 1, 2009, at the rate per annum specified above, until
the principal hereof is paid or made available for payment.  Interest 


 

















 


payments for this Note will
include interest accrued to but excluding each Interest Payment Date.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date, which shall be the April 15 or October 15 (whether or
not a Business Day), as the case may be, immediately preceding such Interest
Payment Date.  If any Interest Payment
Date or Maturity with respect to this Note falls on a day that is not a
Business Day, the payment due on such Interest Payment Date or at Maturity will
be made on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date or Maturity, and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date or Maturity, as the case may be, until such following Business Day.  Except as otherwise provided in the
Indenture, any Defaulted Interest will forthwith cease to be payable to the
Holder on the Regular Record Date with respect to such Interest Payment Date by
virtue of having been such Holder and may either (1) be paid to the Person
in whose name this Note (or one or more Predecessor Securities) 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 (as defined below), notice of
which shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or (2) 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,
all as more fully provided in the Indenture. 
Payment of the principal of and interest on this Note will be made at
the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City
of New York, or at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, or at any other
office or agency designated by the Company for such purpose, 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; provided
that, at the option of the Company, payment of interest due on any Interest
Payment Date may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15 days
prior to the applicable Interest Payment Date.


 


Reference is hereby made to the
further provisions of this Note set forth below, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee or its duly appointed
co-authenticating agent by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


 


[signature page follows]


 


2

















 


IN WITNESS
WHEREOF, OCCIDENTAL PETROLEUM CORPORATION has caused this Note to be signed by
the signature or facsimile signature of its Chairman of the Board, its
President, a Vice President, its Treasurer or an Assistant Treasurer and
attested by its Secretary or an Assistant Secretary by his or her signature or
a facsimile thereof, and its corporate seal or a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.


 


Dated:  October 21, 2008


 


	
  (SEAL)

  	
  OCCIDENTAL PETROLEUM CORPORATION

  
	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Michael P. Miller

  
	
   

  	
   

  	
  Title:   Assistant
  Treasurer

  
				



 


Attest:


 


 


	
   

  	
   

  
	
  Name: S. P. Parise

  	
   

  
	
  Title:  
  Assistant Secretary

  	
   

  



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


The Bank of
New York Mellon Trust Company, N.A., as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


3

















 


This Note is one of a duly
authorized issue of securities (herein called the “Securities”) of the Company,
issued and to be issued pursuant to the Indenture. This Note is one of a series
designated by the Company as its 7% Senior Notes due 2013 (the “Notes”),
limited in initial aggregate principal amount to $1,000,000,000.  The Indenture does not limit the aggregate
principal amount of the Securities.


 


The Company issued this Note
pursuant to an Indenture, dated as of April 1, 1998 (herein called the “Indenture”
which term, for the purpose of this Note, shall include the Officers’
Certificate dated October 21, 2008, delivered pursuant to Sections 201 and
301 of the Indenture), between the Company and The Bank of New York Mellon
Trust Company, N.A., as successor trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture) to the Bank of New
York, the original trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and Holders of the Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered.


 


The Notes are issuable as
Registered Securities, without coupons, in denominations of $2,000 and any
amount in excess thereof which is an integral multiple of $1,000.  As provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.


 


The Company may, from time to
time, without notice to or the consent of the Holders of the Notes, reopen this
series of Notes and issue additional Notes.


 


The Notes are redeemable, in
whole or in part, at the option of the Company at any time and from time to
time at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the Notes to be redeemed (not including any portion of such payments of
interest accrued to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year comprised of twelve 30-day months)
at the Adjusted Treasury Rate (as defined herein) plus 50 basis points plus, in
each case, accrued and unpaid interest on the principal amount of the Notes
being redeemed to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the relevant Redemption Date
shall be payable to the Holders of the Notes, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record
Dates according to their terms and the provisions of the Indenture.


 


“Adjusted Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to the
semi-annual 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, with respect to any Redemption Date, the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the


 


4
















 


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 the Notes.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (i) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (ii) if
the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations, such average in any
case to be determined by the Quotation Agent, or (iii) if only one
Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer
Quotation.


 


“Quotation Agent” means, with
respect to any Redemption Date, the Reference Treasury Dealer appointed by the
Company.


 


“Reference Treasury Dealer”
means, with respect to any Redemption Date, (i) Banc of America Securities
LLC and J.P. Morgan Securities Inc. (or their respective affiliates which are
primary U.S. Government securities dealers) and their respective successors; provided, however, that if any of them shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer or Dealers selected by
the Company.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Quotation Agent, 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 Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day in The
City of New York preceding such Redemption Date.


 


Notice of any redemption will
be mailed at least 30 days but not more than 60 days before the Redemption Date
to each Holder of the Notes to be redeemed, all as more fully provided in the
Indenture.  Unless the Company defaults
in payment of the Redemption Price (or any accrued and unpaid interest on the
Notes or portions thereof to be redeemed), on and after the Redemption Date
interest will cease to accrue on the Notes or portions thereof called for
redemption.  If less than all of the
Notes are to be redeemed, the Notes (or portions thereof) to be redeemed shall
be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate, all as more fully provided in the Indenture.


 


All notices of redemption shall
state the Redemption Date, the Redemption Price, if fewer than all the
Outstanding Notes are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Notes to be
redeemed, that on the Redemption Date the Redemption Price will become due and
payable upon each Note, or portion thereof, to be redeemed, together with accrued
and unpaid interest thereon, that interest on each Note, or portion thereof,
called for redemption will cease to accrue on the Redemption Date and the place
or places where Notes may be surrendered for redemption.


 


In the event of redemption of
this Note in part only, a new Note or Notes of like tenor in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal 


 


5

















 


amount hereof will be issued in
authorized denominations in the name of the Holder hereof upon surrender
hereof.


 


For all purposes of this Note
and the Indenture, unless the context otherwise requires, all provisions
relating to the redemption by the Company of this Note shall relate, in the
case that this Note is redeemed or to be redeemed by the Company only in part,
to that portion of the principal amount of this Note that has been or is to be
redeemed.


 


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


 


The Indenture permits, in
certain circumstances therein specified, the amendment thereof without the
consent of the Holders of the Securities. 
The Indenture also permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations under
the Indenture of the Company and the rights of Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.


 


No reference herein to the
Indenture and no provision of this Note, subject to the provisions for satisfaction
and discharge in Article Four of the Indenture, shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.


 


The Indenture permits the
Company, by irrevocably depositing cash or U.S. Government Obligations, in
amounts and maturities sufficient to pay and discharge at the Stated Maturity
or Redemption Date, as the case may be, the entire indebtedness on all
Outstanding Notes, with the Trustee in trust solely for the benefit of the
Holders of all Outstanding Notes, to defease the Indenture with respect to the
Notes (subject to specified exceptions), and upon such deposit and satisfaction
of the other conditions set forth in the Indenture, the Company shall be deemed
to have paid and discharged its entire indebtedness on the Notes.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of Notes is
registrable in the Security Register, upon surrender of a Note for registration
of transfer at the Corporate Trust Office of the Trustee or at the office or
agency of the Trustee maintained for such purpose in the Borough of Manhattan,
The City of New York, or at such other offices or agencies as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder thereof or his attorney duly authorized in writing, and
thereupon 


 


6

















 


one or more new Notes of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


No service charge shall be made
by the Company, the Trustee or the Security Registrar for any such registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith (other than exchanges pursuant to Sections 304, 305, 906 or 1107 of
the Indenture not involving any transfer).


 


Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


This Note shall be governed by
and construed in accordance with the internal laws, but, to the extent
permitted by applicable law, not the laws as to conflicts or choice of law, of
the State of New York.


 


Customary abbreviations may be
used in the name of a Holder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
right of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act).


 


All undefined terms used in
this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.


 


7

















 


ASSIGNMENT FORM


 


To
assign this Note, fill in the form below:


 


(I) or
(we) assign and transfer this Note to


 


	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  
	
   

  
	
  and
  irrevocably appoint

  	
   

  
	
  to
  transfer this Note on the books of the Company. The agent may substitute
  another to act for him.

  
	
   

  
	
   

  



 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name(s)

  appear(s) on the face of this Note)

  



 


Signature
Guarantee*


 


	
   

  



 






*NOTICE:
The signature must be guaranteed by an institution which is a member of one of
the following recognized signature guarantee programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


 


8

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The
following exchanges of an interest in this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of an interest in
another Global Note or Definitive Notes for an interest in this Global Note,
have been made:


 


	
  Date of 

  Exchange

  	
   

  	
  Amount of

  Decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  Increase in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Principal

  Amount of this

  Global Note

  Following Such

  Decrease (or

  Increase)

  	
   

  	
  Signature of

  Authorized

  Officer of

  Trustee or

  Security

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


9