Exhibit 10.8


 


 


 


 


 


 


 


 


 


 


 


 


OCCIDENTAL PETROLEUM CORPORATION


 


2005 DEFERRED STOCK PROGRAM


 


(Restatement
Effective as of November 1, 2008)


 


 













 


OCCIDENTAL
PETROLEUM CORPORATION

2005 DEFERRED STOCK PROGRAM


 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  PURPOSES AND AUTHORIZED SHARES 

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Purposes

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Shares Available 

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Relationship to Plans   

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS  

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  DEFERRAL OF STOCK AWARDS  

  	
  9

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Elective Deferral Awards 

  	
  9

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Mandatory Deferral Awards 

  	
  9

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Cessation of Deferrals 

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFERRED SHARE ACCOUNTS 

  	
  11

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Crediting of Deferred Shares 

  	
  11

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Dividend Equivalents 

  	
  11

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Vesting 

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Distribution of Benefits  

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Adjustments in Case of Changes in Common Stock 

  	
  16

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Company’s Right to Withhold  

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Reemployment  

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  Section 409A Compliance 

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ADMINISTRATION   

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  The Administrator 

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Committee Action 

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Rights And Duties 

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.4

  	
  Indemnity and Liability 

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  CLAIMS PROCEDURE   

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Applications for Benefits 

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Claims Procedures 

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Section 409A Compliance  

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Limitations on Actions 

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  AMENDMENT AND TERMINATION OF PROGRAM 

  	
  22

  
						



 


-i-


 













 


OCCIDENTAL
PETROLEUM CORPORATION

2005 DEFERRED STOCK PROGRAM


 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Amendment
  

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Term  

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS 

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Limitation on Participant’s Rights
  

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Beneficiary Designation
  

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Payments to Minors or Persons Under Incapacity  

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Receipt and Release
  

  	
  24

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Deferred Shares and Other Benefits Not Assignable; Obligations
  Binding Upon Successors  

  	
  24

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  Employment Taxes
  

  	
  24

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Governing Law; Severability  

  	
  24

  
	
   

  	
   

  	
   

  
	
  8.8

  	
  Compliance with Laws  

  	
  25

  
	
   

  	
   

  	
   

  
	
  8.9

  	
  Program Construction
  

  	
  25

  
	
   

  	
   

  	
   

  
	
  8.10

  	
  Compliance with Tax Laws to Preserve Tax Deferral  

  	
  25

  
	
   

  	
   

  	
   

  
	
  8.11

  	
  Headings Not Part of Program
  

  	
  25

  
					



 


-ii-


 













 


OCCIDENTAL PETROLEUM CORPORATION

2005 DEFERRED STOCK PROGRAM 
 (Restatement Effective as of November 1, 2008)


 


This document sets forth the terms of the
Occidental Petroleum Corporation 2005 Deferred Stock Program (the “Program”),
restated effective as of November 1, 2008.


 


This Program is intended to be an unfunded
program maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees as described
in Section 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended.


 


This Program is intended to satisfy the
requirements of Section 409A of the Internal Revenue Code, and any
regulations promulgated thereunder, so that the taxation to Participants or
Beneficiaries of any compensation deferred under this Program is deferred.


 













 


ARTICLE I

PURPOSES AND AUTHORIZED SHARES


 


1.1           Purposes.  The purposes of the Program are to promote
the ownership and retention of shares of common stock of Occidental Petroleum
Corporation by its executives and to allow executives to accumulate additional
retirement income through deferrals of receipt of common stock of Occidental
Petroleum Corporation under its Equity Plans.


 


1.2           Shares
Available.  The number of Shares that
may be issued under each Equity Plan as part of this Program is limited to the
aggregate number of Shares subject to Qualifying Stock Awards granted under
such Equity Plan that are deferred in the form of Deferred Shares under this
Program.  Deferred Shares credited to
Participants’ Deferred Share Accounts under this Program may accrue Dividend
Equivalents that may be credited in the form of additional Deferred Shares and
paid to Participants under this Program in the form of Shares.  If the number of Shares payable under this
Program would exceed the limit described in the preceding sentence because of
the accumulation of Deferred Shares in respect of Dividend Equivalents, such
excess Shares shall be issued and charged against the Share limits under the
applicable Equity Plan.  If insufficient
Shares remain under the applicable Equity Plan for the accumulation of Dividend
Equivalents, Dividend Equivalents shall be paid in cash.


 


1.3           Relationship
to Plans.  This Program constitutes a
deferred compensation plan providing alternative settlements under and as
contemplated by the Equity Plans in respect of Qualifying Stock Awards granted
thereunder.  This Program also
contemplates the grant of Deferred Shares under and as contemplated by the
Equity Plans.  This Program and all
rights under it are provided and shall be subject to and construed consistently
with the other terms of the applicable Equity Plans.


 


2













 


ARTICLE II

DEFINITIONS


 


Whenever the following words and phrases are
used in this Program with the first letter capitalized, they shall have the
meanings specified below:


 


Affiliate.  “Affiliate” means (a) any corporation
that is a member of a controlled group of corporations (within the meaning of
Code Section 1563(a), determined without regard to Code Sections 1563(a)(4) and
(e)(3)(C), and with the phrase “more than 50%” substituted for the phrase “at
least 80%” each place it appears in Code Section 1563(a)) of which
Occidental Petroleum Corporation is a component member, or (b) any entity
(whether or not incorporated) that is under common control with Occidental
Petroleum Corporation (as defined in Code Section 414(c) and the
Treasury Regulations thereunder, and with the phrase “more than 50%”
substituted for the phrase “at least 80%” each place it appears in the Treasury
Regulations under Code Section 414(c)).


 


Beneficiary.  “Beneficiary” means the person or persons
designated as such in accordance with Section 8.2.


 


Board.  “Board” means the Board of Directors of
Occidental Petroleum Corporation.


 


Change in
Control.  “Change
in Control” means any event that constitutes a “change in control event” for
purposes of Section 409A of the Code and Treas. Reg. § 1.409A-3(i)(2)(5) (or
any successor provisions), and that is described in subsection (a), (b), (c) or
(d) below:


 


(a)           Approval by the
stockholders of Occidental Petroleum Corporation (or, if no stockholder
approval is required, by the Board) of the dissolution or liquidation of
Occidental Petroleum Corporation, other than in the context of a transaction
that does not constitute a Change in Control under subsection (b) below;


 


(b)           Consummation of a
merger, consolidation, or other reorganization, with or into, or the sale of
all or substantially all of Occidental Petroleum Corporation’s business and/or
assets as an entirety to, one or more entities that are not subsidiaries or
other affiliates of Occidental Petroleum Corporation (a “Business Combination”),
unless (i) as a result of the Business Combination, more than 50%
of the outstanding voting power of the surviving or resulting entity or a
parent thereof (the “Successor Entity”)
immediately after the Business Combination is, or will be, owned, directly or
indirectly, by holders of Occidental Petroleum Corporation’s voting securities
immediately before the Business Combination; (ii) no “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
from time (the “Exchange Act”)), excluding the Successor Entity or any
employee benefit plan of Occidental Petroleum Corporation and any trustee or
other fiduciary holding securities under an Occidental Petroleum Corporation
employee benefit plan or any person described in and satisfying the conditions
of Rule 13d-1(b)(i) of the Exchange Act (an “Excluded 


 


3













 


Person”), beneficially owns, directly or
indirectly, more than 20% of the outstanding shares or the combined voting
power of the outstanding voting securities of the Successor Entity, after
giving effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (iii) at least
50% of the members of the board of directors of the entity resulting from the
Business Combination were members of the Board at the time of the execution of
the initial agreement or of the action of the Board approving the Business Combination;


 


(c)           Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding any Excluded Person) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Occidental Petroleum Corporation representing 20% or more of the
combined voting power of Occidental Petroleum Corporation’s then outstanding
voting securities, other than as a result of (i) an acquisition directly
from Occidental Petroleum Corporation; (ii) an acquisition by Occidental
Petroleum Corporation; or (iii) an acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Occidental Petroleum
Corporation or a Successor Entity; or


 


(d)           During any period
not longer than two consecutive years, individuals who at the beginning of such
period constituted the Board cease to constitute at least a majority thereof,
unless the election, or the nomination for election by Occidental Petroleum
Corporation’s stockholders, of each new Board member was approved by a vote of
at least two-thirds (2/3) of the Board members then still in office who were
Board members at the beginning of such period (including for these purposes,
new members whose election or nomination was so approved), but excluding, for
this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board.


 


Code.  “Code” means the Internal Revenue Code of
1986, as amended.


 


Committee.  “Committee” means the administrative
committee appointed to administer the Program pursuant to Article V.


 


Common Stock.  “Common Stock” means Occidental Petroleum
Corporation’s common stock, par value $.20 per share, subject to adjustment
pursuant to Section 4.5 of this Program.


 


Company.  “Company” means Occidental Petroleum
Corporation and any Affiliates.


 


Current Dividend Equivalent.  “Current Dividend Equivalent” means a
Dividend Equivalent paid to the Participant in the form of cash at the same
time as dividends are paid on Shares to Occidental Petroleum Corporation’s
shareholders.


 


Deferral
Election.  “Deferral Election” means an election by an
Eligible Person pursuant to Section 3.1 of this Program to delay the
delivery of Shares upon the certification for 


 


4













 


payment of a
Qualifying Performance Stock Award with Elective Deferral or the vesting of a
Qualifying Restricted Share Unit Award with Elective Deferral, as the case may
be.


 


Deferred Dividend Equivalent.  “Deferred Dividend Equivalent” means a
Dividend Equivalent credited to a Participant’s Deferred Share Account in the
form of additional Deferred Shares (rounded to four decimal places) and paid to
the Participant in the form of Shares at the same time that the other Deferred
Shares credited to the Participant’s Deferred Share Account are distributed in
the form of Shares to the Participant.


 


Deferred
Share.  “Deferred Share” means a non-voting unit of
measurement which is deemed solely for bookkeeping purposes to be equivalent to
one outstanding Share (subject to Section 4.5) solely for purposes of this
Program.


 


Deferred
Share Account.  “Deferred Share Account” means the
bookkeeping account maintained by the Company on behalf of each Participant
that is credited with Deferred Shares in accordance with Section 4.1(a) and
Dividend Equivalents thereon in accordance with Section 4.2.


 


Distribution Election Form.  “Distribution Election Form” means a paper or
electronic election form provided by the Committee on which a Participant may
elect an alternative form of distribution, which election will be effective only
if the Participant’s Separation from Service occurs on or after becoming
eligible for Retirement, as provided in Section 4.4(c), and the
Participant’s election satisfies the other requirements set forth in Section 4.4(c).


 


Dividend Equivalent.  “Dividend Equivalent” means the amount of
cash dividends or other cash distributions paid by Occidental Petroleum
Corporation on that number of Shares equal to the number of Deferred Shares
credited to a Participant’s Deferred Share Account as of the applicable record
date for the dividend or other distribution, which amount shall be either
credited as a Deferred Dividend Equivalent to the Deferred Share Account of the
Participant or paid to the Participant as a Current Dividend Equivalent in
accordance with the terms of Section 4.2.


 


Effective Date.  “Effective Date” means January 1, 2005.


 


Elective Deferral Award.  “Elective Deferral Award” means either a
Qualifying Performance Stock Award with Elective Deferral or a Qualifying
Restricted Share Unit Award with Elective Deferral.


 


Eligible Person.  “Eligible Person” means any employee of the
Company who holds a Qualifying Stock Award granted under an Equity Plan.


 


Equity Plan.  “Equity Plan” means the 2001 Plan, the 2005
Plan, and any successor equity plans.


 


Exchange Act.  “Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time.


 


5













 


Fair Market Value.  “Fair Market Value” has the meaning given to
such term in the Equity Plan.


 


Mandatory Deferral Award.  “Mandatory Deferral Award” means either a
Qualifying Performance Stock Award with Mandatory Deferral or a Qualifying
Restricted Share Unit Award with Mandatory Deferral.


 


Participant.  “Participant” means any person who has
Deferred Shares credited to a Deferred Share Account under this Program.


 


Performance Stock Award.  “Performance Stock Award” means a “Performance-Based
Award” under and as defined in the applicable Equity Plan in the form of stock
units or phantom stock that is payable wholly or partially in Shares.


 


Program.  “Program” means this Occidental Petroleum
Corporation 2005 Deferred Stock Program, as it may be amended from time to
time.


 


Qualifying Performance Stock Award.  “Qualifying Performance Stock Award” means
either a Qualifying Performance Stock Award with Elective Deferral or a
Qualifying Performance Stock Award with Mandatory Deferral.


 


Qualifying Performance Stock Award with
Elective Deferral. 
“Qualifying Performance Stock Award with Elective Deferral” means any
Performance Stock Award other than a Qualifying Performance Stock Award with
Mandatory Deferral that either (i) is outstanding on the Effective Date, (ii) by
its terms permits the holder to elect to delay the delivery of Shares subject
thereto beyond the vesting date, or (iii) is otherwise designated by the
Committee as eligible for deferral of the delivery of the Shares beyond the
vesting date under this Program.


 


Qualifying Performance Stock Award with
Mandatory Deferral. 
“Qualifying Performance Stock Award with Mandatory Deferral” means any
Performance Stock Award that, by its terms, delays the delivery of Shares
subject thereto beyond the vesting date.


 


Qualifying Restricted Share Unit Award.  “Qualifying Restricted Share Unit Award”
means either a Qualifying Restricted Share Unit Award with Elective Deferral or
a Qualifying Restricted Share Unit Award with Mandatory Deferral.


 


Qualifying Restricted Share Unit Award with
Elective Deferral. 
“Qualifying Restricted Share Unit Award with Elective Deferral” means a
Restricted Share Unit Award other than a Qualifying Restricted Share Unit Award
with Mandatory Deferral that either (i) by its terms permits the holder to
elect to delay the delivery of Shares subject thereto beyond the vesting date
or (ii) is otherwise designated by the Committee as eligible for deferral
of the delivery of the Shares beyond the vesting date under this Program.


 


Qualifying Restricted Share Unit Award with
Mandatory Deferral. 
“Qualifying Restricted Share Unit Award with Mandatory Deferral” means a
Restricted Share Unit Award that, by its terms, delays the delivery of Shares
subject thereto beyond the vesting date.


 


6













 


Qualifying Stock Award.  “Qualifying Stock Award” means a Qualifying
Performance Stock Award or a Qualifying Restricted Share Unit Award.


 


Restricted Share Unit Award.  “Restricted Share Unit Award” means a grant
of restricted units, with each such unit representing the right to receive one
Share under an Equity Plan.


 


Retirement.  “Retirement” means a Participant’s Separation
from Service for reasons other than death after the Participant attains age 55.


 


Retirement Plan.  “Retirement Plan” means the Occidental
Petroleum Corporation Retirement Plan, as amended from time to time.


 


Retires.  “Retires” means separates from service on or
after qualifying for Retirement.


 


Rule 16b-3.  “Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act.


 


Section 16 Officer.  “Section 16 Officer” means an officer of
Occidental Petroleum Corporation as defined in Rule 16a-1(f) promulgated
under the Exchange Act.


 


Separation from Service.  “Separation from Service” means a Participant’s
“separation from service” as defined under Section 409A of the Code and
Treas. Reg. § 1.409A-1(h) (or successor provisions).  A Participant shall have a Separation from
Service if the Participant ceases to be an employee of both:


 


(a)                                  The Company that
employs the Participant; and


 


(b)                                 All Affiliates with
whom such Company would be considered a single employer under Section 414(b) or
414(c) of the Code.


 


For purposes of the preceding provisions, a Participant who ceases to
be an employee of an entity described in (a) or (b) above shall not
be considered to have a Separation from Service if such cessation of employment
is followed immediately by his commencement of employment with another entity
described in (a) or (b) above.


 


A Participant shall have a
Separation from Service if it is reasonably anticipated that no further
services shall be performed by the Participant, or that the level of services
the Participant shall perform shall permanently decrease to no more than 20
percent of the average level of services performed by the Participant over the
immediately preceding 36-month period (or the Participant’s full period of
service, if the Participant has been performing services for less than 36
months).


 


Share.  “Share” means a share of Common Stock.


 


Specified Employee.  “Specified Employee” means a Participant who
is a “specified employee” within the meaning of Section 409A and Treas.
Reg. § 1.409A-1(i) (or 


 


7













 


successor
provisions) and as determined pursuant to any rules adopted for such
purposes by Occidental Petroleum Corporation.


 


2001 Plan.  “2001 Plan” means the Occidental Petroleum
Corporation 2001 Incentive Compensation Plan, as amended from time to time.


 


2005 Plan.  “2005 Plan” means the Occidental Petroleum
Corporation 2005 Long Term Incentive Plan, as amended from time to time.


 


Years of Service.  “Years of Service” means the number of full
years credited to the Participant under the Retirement Plan for vesting
purposes.


 


8













 


ARTICLE III

DEFERRAL OF STOCK AWARDS


 


3.1                                 Elective
Deferral Awards.


 


(a)           Participation.  Prior to January 1, 2007, an Eligible
Person may make an advance Deferral Election in respect of an Elective Deferral
Award in order to receive a credit of Deferred Shares under this Program.  Unless otherwise specified by the terms of a
Qualifying Performance Stock Award, any Deferral Election as to such Qualifying
Performance Stock Award may apply to (1) all payments resulting from the
Qualifying Performance Stock Award whether made in share units or cash
(including dividend equivalents that accumulate during the performance period),
(2) only payments of share units resulting from the Qualifying Performance
Stock Award, or (3) only payments of cash (including dividend equivalents
that accumulate during the performance period) resulting from the Qualifying
Performance Stock Award.  Any deferrals
of cash resulting from the Qualifying Performance Stock Award will be deferred
under the Occidental Petroleum Corporation 2005 Deferred Compensation Plan.  A Deferral Election for any other Elective
Deferral Award must apply to all share units subject to the Elective Deferral
Award.


 


(b)           Manner
and Timing of Deferral Election.  A
Deferral Election may be made only by an Eligible Person by completing a
Deferral Election form (paper or electronic) provided by the Committee and
delivering that Deferral Election form to the Committee.  In the case of a Qualifying Performance Stock
Award with the Elective Deferral that qualifies as “performance based
compensation” as defined for purposes of Section 409A of the Code and Treas.
Reg. § 1.409A-1(e) (or successor provisions), such election must be
delivered to the Committee at least 12 months before any share units that are
subject to the Elective Deferral Award become certified as payable.  In the case of any other Elective Deferral
Award, such election must be delivered to the Committee no later than 30 days
after the date of grant of such Elective Deferral Award and at least 12 months
before any share units that are subject to the Elective Deferral Award become
vested.  Any Deferral Election form
received by the Committee at a time other than as described herein will be
considered void and shall have no force or effect.  Notwithstanding the foregoing, if applicable
law requires that a Deferral Election be made at an earlier date in order to
defer taxation with respect to such share units, the Committee shall require
Deferral Elections to be filed by such earlier date, and any Deferral Election
received by the Committee after such date shall be considered void and shall
have no force or effect.


 


(c)           Election
Irrevocable.  A Deferral Election
made in accordance with this Section 3.1 for a credit of Deferred Shares
under this Program shall be irrevocable once it is received by the Committee.


 


3.2                                 Mandatory
Deferral Awards.  Share units that
become vested under a Mandatory Deferral Award granted on or after the
Effective Date shall automatically be subject to the terms of this Program and
be credited as Deferred Shares as provided in Section 4.1(a).


 


9













 


3.3                                 Cessation of
Deferrals.


 


(a)           Elective Deferral
Awards.  Notwithstanding anything
contained herein to the contrary, no new elections to defer Shares may be made
under Section 3.1 after December 31, 2006.


 


(b)           Outstanding
Awards.  Notwithstanding anything
contained herein to the contrary, share units under a Mandatory Deferral Award
that was granted before December 31, 2006 but become vested after December 31,
2006 shall be credited under Section 4.1(a) of this Program unless
the Participant elected, pursuant to transition rules under Section 409A
of the Code, to receive distribution of Shares under such Mandatory Deferral
Award in 2008 or, if later, upon vesting. 
Additionally, share units subject to a Deferral Election under an Elective
Deferral Award that was granted before December 31, 2006 but become vested
on or after December 31, 2006 shall be credited under Section 4.1(a) of
this Program unless the Participant elected, pursuant to transition rules under
Section 409A of the Code, to receive distribution of Shares under such
Elective Deferral Award in 2008 or, if later, upon vesting.  Any share units under a Mandatory Deferral
Award or Elective Deferral Award that become vested on or after December 31,
2006 and are payable in 2008 pursuant to an election as described herein, and
any Dividend Equivalents subject thereto, shall be credited to a special
subaccount of the Participant’s Deferred Share Account and distributed as
described in Section 4.4(a) during the first seventy-five (75) days
of 2008.  Any share units under a
Mandatory Deferral Award or an Elective Deferral Award that become vested after
December 31, 2006 and are payable upon vesting pursuant to an election as
described herein shall not be deferred under this Program.


 


10












 


ARTICLE IV

DEFERRED SHARE ACCOUNTS


 


4.1           Crediting
of Deferred Shares.


 


(a)           Vesting
of Qualifying Stock Awards.  As of
the date that all or any portion of (i) an Elective Deferral Award that is
subject to a Deferral Election under Section 3.1 or (ii) a Mandatory
Deferral Award becomes vested or is certified for payment, as the case may be,
no Shares shall be issued to the Eligible Person.  Instead, as of the date that all or any
portion of such award becomes vested or is certified for payment, as the case may
be, the Eligible Person’s Deferred Share Account shall be credited with the
number of Deferred Shares that is equal to the number of share units that would
otherwise be paid in Shares (as opposed to cash) on that date.  If any portion of a Qualifying Performance
Stock Award is payable in cash and delivery of the Shares is deferred under
this Program by the terms of the award, such cash portion shall be
automatically deferred and credited to the Participants’ deferral account under
the Occidental Petroleum Corporation 2005 Deferred Compensation Plan.  As a result of the cessation, as of December 31,
2006, of (i) Deferral Elections pursuant to Section 3.3(a) and (ii) the
granting of Mandatory Deferral Awards by the Company, no additional Deferred
Shares shall be credited to Participants’ Deferred Share Accounts pursuant to
this provision after December 31, 2007.


 


(b)           Limitations
on Rights Associated with Deferred Shares. 
A Participant’s Deferred Share Account shall be a memorandum account on
the books of Occidental Petroleum Corporation. 
The Deferred Shares credited to a Participant’s Deferred Share Account
shall be used solely as a device for the determination of the number of Shares
to be eventually issued to such Participant in accordance with this Program.  The Deferred Shares shall not be treated as
property or as a trust fund of any kind. 
No Participant shall be entitled to any voting or other shareholder
rights with respect to Deferred Shares granted or credited under this
Program.  The number of Deferred Shares
credited (and the Shares to which the Participant is entitled under this
Program) shall be subject to adjustment in accordance with Section 4.5 of
this Program.


 


4.2           Dividend
Equivalents.


 


(a)           Election
of Current or Deferred Dividend Equivalents.  An individual who becomes an Eligible Person
under this Program shall make a one-time irrevocable election as to whether
Dividend Equivalents under this Program will be paid in the form of Current
Dividend Equivalents or Deferred Dividend Equivalents no later than the earlier
of (i) the date that the Eligible Person first makes a Deferral Election
under Section 3.1 of this Program or (ii) the date that a Mandatory
Deferral Award is first granted to such Eligible Person.  Any such election shall be on a form (paper
or electronic) provided by and delivered to the Committee.  If an Eligible Person fails to make such an
election at the time required hereunder, he shall be deemed to have elected the
Current Dividend Equivalents.  Any such
election shall apply with respect to all Dividend Equivalents attributable to
all Deferred Shares credited to such Participant under this Program.  A Participant may not change his Dividend
Equivalent election.


 


(b)           Deferred
Dividend Equivalents Credits to Deferred Share Accounts.  As of any applicable dividend or distribution
payment date, the Deferred Share Account of each Participant who has elected
Deferred Dividend Equivalents shall be credited with additional 


 


11













 


Deferred Shares in an amount equal to the amount of the Dividend
Equivalents divided by the Fair Market Value of a Share as of the applicable
dividend or distribution payment date.


 


(c)           Payment
of Current Dividend Equivalents.  The
amount of earnings that are Current Dividend Equivalents, if any, shall be
credited and paid, at least annually, in accordance with the following:  At the time that Occidental Petroleum
Corporation distributes dividend payments to its shareholders, the Company
shall pay to each Participant who has elected Current Dividend Equivalents a
cash payment in an amount equal to the amount of the Dividend Equivalents
attributable to the Deferred Shares credited to his Deferred Share Account.


 


4.3           Vesting.  All Deferred Shares (including Deferred
Shares credited as Dividend Equivalents) credited to a Participant’s Deferred
Share Account shall be at all times fully vested and nonforfeitable.


 


4.4           Distribution
of Benefits.


 


(a)           Form of
Distribution.  Deferred Shares
credited to a Participant’s Deferred Share Account shall be distributed in an
equivalent whole number of Shares. 
Fractional share interests shall be settled in cash.  The Committee, in its sole discretion, may
pay Deferred Shares credited as Dividend Equivalents in cash in lieu of Shares.  If the limit on the number of Shares
available under this Program in respect of Dividend Equivalents is reached,
amounts attributable to subsequent Dividend Equivalents, deemed invested in
Shares, shall be paid in cash.


 


(b)           Timing
of Distribution of Benefits. 
Benefits in respect of the Deferred Shares credited to a Participant’s
Deferred Share Account shall be distributed to the Participant (or his
Beneficiary in the case of death) within the first 90 days of the year
following the year of the Participant’s Separation from Service for any reason
(including, without limitation, Retirement, death, resignation or termination
by the Company).  If a Participant’s
benefits are paid in annual installments under Section 4.4(c), each annual
installment shall be paid within the first 90 days of each calendar year.  Notwithstanding anything herein to the
contrary, in the event that a Participant who is a Specified Employee is
entitled to a distribution from the Program upon or by virtue of such
Participant’s Separation from Service for a reason other than death, the lump
sum payment or the first annual installment payment, as the case may be, shall
be paid in the month next following the date that is six (6) months after
the date of the Participant’s Separation from Service, if later than the time
provided above.  Any additional
installment payments shall be paid within the first 90 days of each subsequent
calendar year.


 


(c)           Manner
of Distribution.


 


(i)            General
Rules.  Distribution will generally
be in the form of a lump sum payment. 
However, if a Participant separates from service on or after becoming
eligible for Retirement, his Deferred Shares may instead be paid in annual
installments over two (2) to 20 years. 
The number of Shares to be distributed in each annual distribution shall
be equal to the number of Shares then credited to the Participant’s Deferred
Share Account divided by the number of remaining annual installments.  Such number shall be adjusted 


 


12













 


downward to the nearest
whole number of Shares so that no fractional Shares interests are distributed
until the last annual installment distribution. 
Notwithstanding anything herein to the contrary, a distribution of
Deferred Shares in the form of a series of annual installments shall be treated
as a single payment for purposes of Section 409A of the Code.


 


(ii)           Retirement
Distribution Election.  An individual
who becomes an Eligible Person under this Program shall make an election as to
his form of distribution no later than the earlier of (A) the date that
the Eligible Person first makes a Deferral Election under Section 3.1 of
this Program or (B) the date that a Mandatory Deferral Award is first
granted to such Eligible Person.  An
election made under this subsection (ii) shall be made on a
Distribution Election Form provided by and delivered to the Committee, and
such election shall apply to all Deferred Shares credited under this
Program.  A Participant who fails to make
an election in accordance with this subsection (ii) regarding the
form of distribution upon or following Retirement will be deemed to have
elected a lump sum.


 


(iii)          Changes
to Retirement Distribution Election. 
A Participant may change his election as to the form of Retirement
distribution under this Program subject to the following conditions: (A) the
election shall not be effective until twelve (12) months after the election is
filed with the Committee; (B) the election must defer the lump sum payment
or the initial amount of an installment payment for a period of at least five (5) years
from the date that the lump sum payment or initial amount of the installment
payment, as the case may be, was otherwise payable; and (C) the election
must be made at least twelve (12) months prior to the beginning of the calendar
year in which the lump sum payment or initial amount of the installment
payment, as the case may be, would have been payable if no change in the form
of distribution were ever made.  Any change
of election as to the form of retirement distribution under any other deferral
plan or program of the Company made by an Eligible Person after such Eligible
Person’s first Deferral Election under this Program shall have no effect on
such Eligible Person’s form of Retirement distribution under this Program.  Notwithstanding the foregoing, a Participant
may only change his election as to the time and form of Retirement distribution
under this Program twice.  Each such
change must satisfy all of the requirements of this Section 4.4(c)(iii).  No
further changes may be made following a Participant’s Separation from Service.


 


(iv)          Override
of Retirement Distribution Election. 
Notwithstanding the foregoing, if the value of the Participant’s
Deferred Share Account is less than $50,000 at the time payment commences, the 


 


13













 


Committee shall
distribute the Participant’s benefits in a single lump sum on the scheduled
commencement date.


 


(d)           Survivor
Benefits.  If the Participant dies at
any time before or after Separation from Service while there are Deferred
Shares credited to his Deferred Share Account, the Committee shall distribute
the benefits in respect of such remaining Deferred Shares to the Participant’s
Beneficiary in a lump sum during the first 90 days of the calendar year
following the year in which the Participant’s death occurred, provided that, to
the extent that any such remaining Deferred Shares were scheduled to be paid
prior to that time, the Deferred Shares shall be paid at such earlier time as
may be required by Section 409A.


 


(e)           Effect
of Change in Control.  In the event
of a Change in Control, the following rules shall apply:


 


(i)            All
Participants shall continue to have a fully vested, nonforfeitable interest in their Deferred Share Account balances.


 


(ii)           The Board may, in its sole discretion,
terminate and liquidate this Program pursuant to irrevocable action taken
within 30 days preceding or the 12 months following the Change in Control,
provided that the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix)(B) (or
any successor provision) are satisfied.


 


(f)            Section 162(m) Limitation.  Notwithstanding the foregoing, if the
Committee reasonably anticipates that any benefits payable to a Participant for
a taxable year of the Company would not be deductible by the Company by reason
of the limitation under Section 162(m) of the Code, then payment may
be delayed to the extent permitted by Treas. Reg. § 1.409A-2(b)(7)(i) (or any
successor provision).


 


(g)           Special 2006
Transition Elections.  Notwithstanding
anything herein to the contrary, pursuant to the transition rules under Section 409A
of the Code and the regulations and guidance thereunder, each Participant may
make a new distribution election (a ‘Special Transition Election’) with respect
to Deferred Shares credited to his general Deferred Share Account.  Under this Special Transition Election, a
Participant may make any of the following elections:


 


(i)            A
Participant may elect to receive, in July 2007, a lump sum distribution of
the Deferred Shares credited to his account as of December 31, 2006 plus
additional Deferred Shares subsequently credited to that balance as Dividend
Equivalents (if any) (his “Pre-2007 Deferred Shares”) in the form described in Section 4.4(a) of
this Program, and to receive a distribution upon Retirement of any Deferred
Shares credited to his general Deferred Share Account after December 31,
2006 (other than Dividend Equivalents credited to his December 31, 2006
balance and Deferred Shares credited pursuant to Section 3.3(b)) (his “Future
Deferred Shares”) in 


 


14













 


accordance with his original Retirement distribution election under
this Program.


 


(ii)           A
Participant may elect to receive a lump sum distribution of his Pre-2007
Deferred Shares in the form described in Section 4.4(a) of this
Program in July of 2007 and to change his election as to the form of
distribution upon Retirement of any Future Deferred Shares.


 


(iii)          A
Participant may elect to change his election as to the form of distribution of
all Deferred Shares credited to his Deferred Share Account upon Retirement so
that both his Pre-2007 Deferred Shares and his Future Deferred Shares are
distributed in accordance with this changed election upon Retirement.


 


(iv)          A
Participant may elect not to make any change to his election as to the form of
distribution of Deferred Shares credited to his Deferred Share Account upon
Retirement so that both his Pre-2007 Deferred Shares and his Future Deferred
Shares are distributed in accordance with his original election under this
Program upon Retirement.


 


To the extent that a Participant chooses not to change his original
distribution election, payment of his Deferred Share Account shall be made in
accordance with the foregoing provisions of this Section 4.4, with any
payment upon Retirement made in the originally elected form.


 


Any Special Transition Election under this Section 4.4(g) must
be made by November 3, 2006 or such later date as permitted by the
Committee, but in no event later than December 31, 2006.  No Special Transition Election under this Section 4.4(g) shall
have any effect on any Deferred Shares credited to a special subaccount of a
Participant’s Deferred Share Account as described in Section 3.3(b) of
this Program.


 


(h)           Special 2008
Transition Elections.


 


(i)            Notwithstanding
anything herein to the contrary, pursuant to the transition rules under Section 409A
of the Code and the regulations and guidance thereunder, each Participant as of
November 1, 2008 may make the additional transition election described
below with respect to Deferred Shares credited to his Deferred Share
Account.  The period for making such
elections (the “transition election period”) shall be determined by the
Committee, provided that all such elections must be made by and shall become
irrevocable as of December 31, 2008.


 


15













 


(ii)           Each
Participant may elect to receive, in March 2009, a lump sum distribution
of all Deferred Shares credited to his Deferred Share Account, provided, that a
Participant who is a Specified Employee and who has a Separation from Service
before the end of the transition election period shall receive such
distribution in the month next following the date that is six (6) months
after the date of the Participant’s Separation from Service, if later than the
time provided above.


 


If a Participant does not make this election, his benefit shall be
distributed in accordance with the foregoing provisions of this Section 4.4,
with any payment upon Retirement made in the previously elected form.


 


4.5           Adjustments
in Case of Changes in Common Stock.


 


(a)           If the
outstanding Shares are increased, decreased, or exchanged for a different
number or kind of securities, or if additional shares or new or different
shares or other securities are distributed with respect to such Shares or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of Occidental Petroleum Corporation, reorganization, recapitalization,
stock dividend, stock split, reverse stock split or similar change in
capitalization or any other distribution with respect to such Shares or other
securities, proportionate and equitable adjustments consistent with the effect
of such event on stockholders generally (but without duplication of benefits if
Dividend Equivalents are credited) shall be made in the number and type of
Shares or other securities, property and/or rights contemplated hereunder and
of rights in respect of Deferred Shares and Deferred Share Accounts credited
under this Program so as to preserve the benefits intended.  The adjustment provisions of each Equity Plan
governing the effect of extraordinary dividends, recapitalization, mergers,
spin-offs, etc. shall also apply to the related Deferred Shares granted under
such Equity Plan in accordance with this Program.


 


(b)           If the
event results in any rights of shareholders to receive cash (other than cash
dividends and cash distributions), a corresponding amount of cash shall be
credited to each Participant’s Deferred Share Account, deemed invested as
determined by the Committee and distributed with the rest of each Participant’s
Deferred Share Account in accordance with Section 4.4.


 


16













 


4.6           Company’s
Right to Withhold.  The Company may
satisfy any state or federal tax withholding obligation arising upon a
distribution of Shares and any cash with respect to a Participant’s Deferred
Share Account by reducing the number of Shares or cash otherwise deliverable to
the Participant.  The appropriate number
of Shares required to satisfy such tax withholding obligation in the case of
Deferred Shares will be based on the Fair Market Value of a Share on the date
of distribution.  If the Company, for any
reason, elects not to (or cannot) satisfy the withholding obligation in
accordance with the preceding sentence, the Participant shall pay or provide
for payment in cash of the amount of any taxes which the Company may be
required to withhold with respect to the benefits hereunder, before any such
benefits are paid.


 


4.7           Reemployment.  If a Participant’s separates from service and
such Participant is re-employed by the Company prior to the payment of his
benefits in a cash lump sum payment or while he is receiving benefits in the
form of annual installment payments, the payment of the lump sum amount or the
future installments, as the case may be, shall be made as scheduled without
regard to the Participant’s reemployment.


 


4.8           Section 409A
Compliance.  Notwithstanding anything
herein to the contrary, any amount that would have been paid in 2008 under the
provisions of the Program as in effect prior to November 1, 2008 shall be
paid by December 31, 2008.  No
amount shall be paid in 2008 under the provisions of this November 1, 2008
restatement that would not have been paid in 2008 under the prior provisions of
the Program.


 


17













 


ARTICLE V

ADMINISTRATION


 


5.1           The
Administrator.  The  Committee  hereunder  shall  consist  of  (i)  the  members  of  the  Executive  Compensation  and  Human  Resources  Committee  of  the  Board  who  are  Non-Employee  Directors  within  the  meaning  of  Rule  16b-3  and  “outside  directors”  for  purposes  of  Section  162(m)  of  the  Code,  or  (ii)  such  other  committee  of  the  Board,  each  participating  member  of  which  is  a  Non-Employee  Director  (as  defined  in  Rule  16b-3)  and  each  member  of  which  is  an  “outside  director”  for  purposes  of  Section  162(m)  of  the  Code,  as  may  hereafter  be  appointed  by  the  Board  to  serve  as  administrator  of  this  Program.  Any  member  of  the  Committee  may  resign  by  delivering  a  written  resignation  to  the  Board.  Members  of  the  Committee  shall  not  receive  any  additional  compensation  for  administration  of  this  Program.


 


5.2           Committee
Action.  Action of the Committee with
respect to the administration of this Program shall be taken pursuant to a
majority vote or by unanimous written consent of its members.


 


5.3           Rights
And Duties.


 


(a)           Subject to
the limitations of this Program, the Committee shall be charged with the
general administration of this Program and the responsibility for carrying out
its provisions, and shall have powers necessary to accomplish those purposes,
including, but not by way of limitation, the following:


 


(i)            To
construe and interpret this Program;


 


(ii)           To
resolve any questions concerning the amount of benefits payable to a
Participant;


 


(iii)          To
make all other determinations required by this Program, including adjustments
under Section 4.5;


 


(iv)          To
maintain all the necessary records for the administration of this Program and
provide statements of Deferred Share Accounts to Participants on an annual or
more frequent basis;


 


(v)           To
make and publish forms, rules and procedures for the administration of
this Program; and


 


(vi)          To
administer the claims procedures set forth in Article VI for presentation
of claims by Participants and Beneficiaries for benefits under this Program,
including consideration of such claims, review of claim denials and issuance of
a decision on review.


 


18













 


(b)           The
Committee shall have full discretion to construe and interpret the terms and
provisions of this Program (but not to increase amounts payable hereunder) and
to resolve any disputed question or controversy, which interpretation or
construction or resolution, including decisions with respect to adjustments
under Section 4.5, shall be final and binding on all parties, including
but not limited to the Company and any Eligible Person, Participant or
Beneficiary, except as otherwise required by law.  The Committee shall administer such terms and
provisions in a nondiscriminatory manner and in full accordance with any and
all laws applicable to this Program.  In
performing its duties, the Committee shall be entitled to rely on information,
opinions, reports or statements prepared or presented by (i) officers or
employees of the Company whom the Committee believes to be reliable and
competent as to such matters and (ii) counsel (who may be employees of the
Company), independent accountants and other persons as to matters which the
Committee believes to be within such persons’ professional or expert
competence.  The Committee shall be fully
protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of such persons. 
The Committee may appoint a program administrator or any other agent,
and delegate to them such powers and duties in connection with the
administration of this Program as the Committee may from time to time
prescribe.


 


5.4           Indemnity
and Liability.  All expenses of the
Committee shall be paid by the Company, and the Company shall furnish the
Committee with such clerical and other assistance as is necessary in the
performance of its duties.  To the extent
permitted by law, the Company shall indemnify and save harmless the Committee
and each member thereof, the Board of Directors and each member thereof, and
delegates of the Committee who are employees of the Company against any and all
expenses, liabilities and claims, including legal fees to defend against such
liabilities and claims arising out of their discharge in good faith of
responsibilities under or incident to the Program, other than liabilities
arising out of willful misconduct.  This
indemnity shall not preclude such further indemnities as may be available under
insurance purchased by the Company or provided by the Company under any bylaw,
agreement or otherwise, as such indemnities are permitted under state law.


 


Payment of any indemnity under this section
that is not exempt from Section 409A of the Code shall comply with Section 409A’s
requirements for reimbursement plans, as set forth in Treasury Regulation §
1.409A-3(i)(1)(iv) (or any successor provision).  For this purpose, (a) the indemnity
under this section shall continue for the indemnified person’s lifetime, and,
if later, until the complete disposition of all covered claims, (b) the
amount of expenses indemnified during one taxable year of an indemnified person
shall not affect the amount of expenses indemnified in any other taxable year; (c) payment
of an indemnity shall be made by the last day of the indemnified person’s
taxable year following the taxable year in which the expense was incurred and (d) the
indemnified person’s right to indemnification shall not be subject to
liquidation or exchange for any other benefit. 
If, after payment of any amount to the indemnified person pursuant to
this provision, it is determined that the indemnified person is not entitled to
indemnification, the indemnified person shall promptly repay such amount to the
Company.


 


19












 


ARTICLE VI

CLAIMS PROCEDURE


 


6.1                                 Applications
for Benefits.  All applications for
benefits under the Program shall be submitted to Occidental Petroleum
Corporation, Attention:  Corporate
Secretary, 10889 Wilshire Blvd., Los Angeles, CA 90024.  Applications for benefits must be in writing
on the forms prescribed by the Committee and must be signed by the Participant,
or in the case of a death benefit, by the Beneficiary or legal representative
of the deceased Participant.


 


6.2                                 Claims
Procedures.


 


(a)           Within
a reasonable period of time, but not later than 90 days after receipt of a
claim for benefits, the Committee or its delegate shall notify the claimant of
any adverse benefit determination on the claim, unless special circumstances
require an extension of time for processing the claim.  In no event may the extension period exceed
90 days from the end of the initial 90-day period.  If an extension is necessary, the Committee
or its delegate shall provide the claimant with a written notice to this effect
prior to the expiration of the initial 90-day period.  The notice shall describe the special
circumstances requiring the extension and the date by which the Committee or
its delegate expects to render a determination on the claim.


 


(b)           In
the case of an adverse benefit determination, the Committee or its delegate
shall provide to the claimant written or electronic notification setting forth
in a manner calculated to be understood by the claimant (i) the specific
reason or reasons for the adverse benefit determination, (ii) reference to
the specific Program provisions on which the adverse benefit determination is
based, (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why the
material or information is necessary, and (iv) a description of the
Program’s claim review procedures and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA following an adverse final
benefit determination on review and in accordance with Section 6.4.


 


(c)           Within
60 days after receipt by the claimant of notification of the adverse
benefit determination, the claimant or his duly authorized representative, upon
written application to the Committee, may request that the Committee fully and
fairly review the adverse benefit determination.  On review of an adverse benefit
determination, upon request and free of charge, the claimant shall have
reasonable access to, and copies of, all documents, records and other
information relevant to the claimant’s claim for benefits.  The claimant shall have the opportunity to
submit written comments, documents, records, and other information relating to
the claim for benefits.  The Committee’s
(or delegate’s) review shall take into account all comments, documents,
records, and other information submitted regardless of whether the information
was previously considered in the initial adverse benefit determination.


 


(d)           Within
a reasonable period of time, but not later than 60 days after receipt of such
request for review, the Committee or its delegate shall notify the claimant of
any final benefit determination on the claim, unless special circumstances
require an extension of time for processing the claim.  In no event may the extension period exceed
60 days from the end of the 


 


20













 


initial 60-day
period.  If an extension is necessary,
the Committee or its delegate shall provide the claimant with a written notice
to this effect prior to the expiration of the initial 60-day period.  The notice shall describe the special
circumstances requiring the extension and the date by which the Committee or
its delegate expects to render a final determination on the request for
review.  In the case of an adverse final
benefit determination, the Committee or its delegate shall provide to the
claimant written or electronic notification setting forth in a manner calculated
to be understood by the claimant (i) the specific reason or reasons for
the adverse final benefit determination, (ii) reference to the specific
Program provisions on which the adverse final benefit determination is based, (iii) a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claimant’s claim for benefits, and (iv) a
statement of the claimant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse final benefit determination on review and in
accordance with Section 6.4.


 


6.3                                 Section 409A
Compliance.  Any claim for benefits
under this Article must be made by the claimant no later than the time
prescribed by Treasury Regulation § 1.409A-3(g) (or any successor
provision).  If a claimant’s claim or
appeal is approved, any resulting payment of benefits will be made no later
than the time prescribed for payment of benefits by Treasury Regulation

§ 1.409A-3(g) (or any successor provision).


 


6.4                                 Limitations
on Actions.  No legal action may be
commenced prior to the completion of the benefit claims procedure described
herein.  In addition, no legal action may
be commenced after the later of (a) 180 days after receiving the written
response of the Committee to an appeal, or (b) 365 days after an applicant’s
original application for benefits.


 


21













 


ARTICLE VII

AMENDMENT AND TERMINATION OF PROGRAM


 


7.1                                 Amendment.  The Board may amend this Program in whole or
in part at any time or may at any time suspend or terminate this Program.  The Executive Compensation and Human
Resources Committee of the Board may amend this Program to (a) ensure that
this Program complies with the provisions of Section 409A of the Code for
the deferral of taxation on amounts deferred hereunder until the time of
distribution and (b) add provisions for changes to Deferral Elections and
elections as to time and manner of distributions and other changes that comply
with the requirements of Section 409A of the Code for the deferral of
taxation on deferred compensation until the time of distribution.  Notwithstanding the foregoing, no amendment
shall reduce the number of Deferred Shares and Dividend Equivalents credited to
any Participant’s Deferred Share Account or cancel any Participant’s right to
receive Dividend Equivalents (and any cash that may become payable pursuant to Section 4.5(b))
without the consent of the affected Participant.  Any amendments authorized hereby shall be
stated in an instrument in writing and all Eligible Persons shall be bound
thereby upon receipt of written notice thereof. 
Adjustments pursuant to Section 4.5 hereof shall not be deemed
amendments to this Program, the Deferred Share Accounts or the rights of Participants.


 


7.2                                 Term.  It is the current expectation of the Company
that this Program shall be continued indefinitely, but continuance of this
Program is not assumed as a contractual obligation of the Company.  In the event that the Board decides to discontinue
or terminate this Program, it shall notify the Committee and Participants in
this Program of its action in writing, and this Program shall be terminated at
the time therein set forth.  All
Participants shall be bound thereby. 
Distributions to the Participants or their Beneficiaries shall be made
on the dates on which the Participants or their Beneficiaries would receive
benefits hereunder without regard to the termination of the Program except that
payments may, in the sole discretion of the Board, be accelerated if one of the
following requirements is satisfied:


 


(a)           The Program is terminated and
liquidated pursuant to Section 4.4(e) of the Program,


 


(b)           Accelerated payment is otherwise
permitted by Treasury Regulation § 1.409A-3(j)(4)(ix) (or any successor
provision) or other guidance issued by the Secretary of the Treasury, or


 


(c)           The Program is terminated because the
Participants have become subject to tax on the amounts deferred under the
Program because of a failure of the Program to satisfy the requirements of Section 409A
of the Code.  Payment to a Participant may not exceed the
amount required to be included in income as a result of such failure.


 


22













 


ARTICLE VIII

MISCELLANEOUS


 


8.1                                 Limitation
on Participant’s Rights. 
Participation in this Program shall not give any person the right to
continued employment or service or any rights or interests other than as herein
provided.  No Participant shall have any
right to any payment or benefit hereunder except to the extent provided in this
Program.  This Program creates no
fiduciary duty to Participants and shall create only a contractual obligation
on the part of the Company as to such amounts; this Program shall not be
construed as creating a trust.  This
Program, in and of itself, has no assets. 
Participants shall have rights no greater than the right to receive the
Common Stock (and any cash as expressly provided herein) or the value thereof
as a general unsecured creditor in respect of their Deferred Share Accounts.


 


8.2                                 Beneficiary
Designation.  Upon forms provided by
and subject to conditions imposed by the Company, each Participant may
designate in writing the Beneficiary or Beneficiaries whom such Participant
desires to receive any Shares or amounts payable under this Program after his
death.  A Participant may from time to
time change his designated Beneficiary or Beneficiaries without the consent of
such Beneficiary or Beneficiaries by filing a new designation with the
Committee.  However, if a married
Participant wishes to designate a person other than his spouse as Beneficiary,
such designation shall be consented to in writing by the spouse, which consent
shall acknowledge the effect of the designation.  The Participant may change any election
designating a Beneficiary or Beneficiaries without any requirement of further
spousal consent if the spouse’s consent so provides.  Notwithstanding the foregoing, spousal
consent shall be unnecessary if it is established (to the satisfaction of the
Committee or a Committee representative) that there is no spouse or that the
required consent cannot be obtained because the spouse cannot be located.  The Company and the Committee may rely on the
Participant’s designation of a Beneficiary or Beneficiaries last filed in
accordance with the terms of this Program. 
Notwithstanding the foregoing, if a Participant has completed a
beneficiary designation form for deferred Shares under any other plan or
program of the Company, such prior designation shall be the Beneficiary
designation under this Program and apply to all benefits of the Participant
hereunder unless changed in accordance with this Section 8.2.


 


If a Participant fails to designate a
Beneficiary as provided above, or if all designated Beneficiaries predecease
the Participant, any benefits remaining unpaid shall be paid in accordance with
the Participant’s Beneficiary designation under the Company’s Retirement Plan,
and if there is no such valid Beneficiary designation, to the Participant’s
then surviving spouse, or if none, to the Participant’s estate, unless directed
otherwise by the court that has jurisdiction over the assets belonging to the
Participant’s probate estate.


 


8.3                                 Payments
to Minors or Persons Under Incapacity. 
Every person receiving or claiming benefits under this Program shall be
conclusively presumed to be mentally competent and of age until the date on
which the Committee receives a written notice, in a form and manner acceptable
to the Committee, that such person is incompetent or a minor, for whom a
guardian or other person legally vested with the care of his person or estate
has been appointed; provided, however, that if the Committee finds that any
person to whom a benefit is payable under this


 


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Program is unable to care for his affairs because of incompetency, or
because he is a minor, any payment due (unless a prior claim therefor shall
have been made by a duly appointed legal representative) may be paid to the
spouse, a child, a parent, a brother or sister, or to any person or institution
considered by the Committee to have incurred expense for such person otherwise
entitled to payment.  To the extent
permitted by law, any such payment so made shall be a complete discharge of
liability therefor under this Program.


 


If a guardian
of the estate of any person receiving or claiming benefits under this Program
is appointed by a court of competent jurisdiction, benefit payments may be made
to such guardian provided that proper proof of appointment and continuing
qualification is furnished in a form and manner acceptable to the
Committee.  In the event a person
claiming or receiving benefits under this Program is a minor, payment may be
made to the custodian of an account for such person under the Uniform Gifts to
Minors Act.  To the extent permitted by
law, any such payment so made shall be a complete discharge of any liability
therefor under this Program.


 


8.4                                 Receipt
and Release.  Any payment to a
Participant or the Participant’s Beneficiary in accordance with the provisions
of this Program shall, to the extent thereof, be in full satisfaction of all
claims against the Board, the Committee, and the Company.  The Committee may require such Participant or
Beneficiary to execute a receipt and release to such effect.


 


8.5                                 Deferred
Shares and Other Benefits Not Assignable; Obligations Binding Upon Successors.  Deferred Shares and other benefits of a
Participant under this Program shall not be assignable or transferable and any
purported transfer, assignment, pledge or other encumbrance or attachment of
any payments or benefits under this Program, or any interest therein, other
than by operation of law or pursuant to Section 8.2, shall not be
permitted or recognized.  Obligations of
the Company under this Program shall be binding upon successors of the Company.


 


8.6                                 Employment
Taxes.  The Company may satisfy any
state or federal employment tax withholding obligation arising from a deferral
of a Qualifying Stock Award under this Program by deducting such amount from
any amount of compensation payable to the Participant.  Alternatively, the Company may require the
Participant to deliver to it the amount of any such withholding obligation as a
condition to the deferral of the Qualifying Stock Award.  The Company may instead satisfy any such
withholding obligation by reducing the number of Deferred Shares that would
otherwise be credited to the Participant’s Deferred Share Account as a result
of the deferral, provided that the Company and the Participant make appropriate
arrangements to satisfy all additional income and employment tax withholding
obligations that arise as a result of using this Deferred Share credit
reduction method to satisfy the original employment tax withholding obligation.
Any reduction pursuant to this provision shall be made in compliance with the
requirements of Section 409A of the Code and the regulations promulgated
thereunder.


 


8.7                                 Governing
Law; Severability.  The validity of
this Program or any of its provisions shall be construed, administered and
governed in all respects under and by the laws of the State of Delaware to the
extent such laws are not preempted by the Employee Retirement Income Security
Act of 1974, as amended.  If any
provisions of this instrument shall be held by a 


 


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court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.


 


8.8                                 Compliance
with Laws.  This Program, the Company’s
issuance of Deferred Shares, and the offer, issuance and delivery of Shares
and/or the payment in Shares through the deferral of compensation under this
Program are subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law) and
to such approvals by any listing, agency or any regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith.  Any
securities delivered under this Program shall be subject to such restrictions,
and the person acquiring such securities shall, if requested by the Company,
provide such assurances and representations to the Company as the Company may
deem necessary or desirable to assure compliance with all applicable legal
requirements.


 


8.9                                 Program
Construction.  It is the intent of
the Company that transactions pursuant to this Program, with respect to
Eligible Persons or Participants who are subject to Section 16 of the
Exchange Act, satisfy and be interpreted in a manner that satisfies the
applicable requirements of Rule 16b-3 so that to the extent elections are
timely made, the crediting of Deferred Shares and the distribution of Shares
with respect to Deferred Shares under this Program will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16
of the Exchange Act and will not be subjected to avoidable liability
thereunder.


 


8.10                           Compliance
with Tax Laws to Preserve Tax Deferral. 
This Program shall be construed, administered, and governed in a manner
that is consistent with, and that satisfies the requirements of, Section 409A
of the Code and any regulations promulgated thereunder, so that the taxation to
Participants or Beneficiaries of any compensation deferred under this Program
is deferred until distribution as expressly provided under this Program.


 


8.11                           Headings
Not Part of Program.  Headings
and subheadings in this Program are inserted for reference only and are not to
be considered in the construction of the provisions hereof.


 


IN WITNESS WHEREOF,
Occidental Petroleum Corporation has caused its duly authorized officer to
execute this document this        day of                               ,
2008.


 


	
   

  	
  OCCIDENTAL PETROLEUM

  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
   

  
	
   

  	
   

  	
    Martin A. Cozyn

  
	
   

  	
   

  	
    Executive Vice-President, Human Resources

  
				



 


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