Exhibit 10.7


 


 


 


 


 


 


 


 


 


 


 


 


Occidental
Petroleum Corporation


Supplemental Retirement Plan II


 


 


 


 


Effective as of January 1, 2005


 


Amended and Restated as of November 1, 2008


 


 













 


Contents


 


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  Article 1. Introduction

  	
  1

  
	
  1.1 Adoption of the Plan

  	
  1

  
	
  1.2 Purpose of the Plan

  	
  1

  
	
  1.3 Status of the Plan

  	
  1

  
	
  1.4 Application of the
  Plan

  	
  2

  
	
   

  	
   

  
	
  Article 2. Definitions

  	
  3

  
	
  2.1 Definitions

  	
  3

  
	
   

  	
   

  
	
  Article 3. Participation

  	
  11

  
	
  3.1 Effective Date of
  Participation

  	
  11

  
	
  3.2 Reemployment;
  Resumption of Participation

  	
  11

  
	
  3.3 Allocations to New
  Participants

  	
  12

  
	
   

  	
   

  
	
  Article 4. Benefits

  	
  13

  
	
  4.1 Allocations Relating
  to the Retirement Plan

  	
  13

  
	
  4.2 Allocations Relating
  to the Savings Plan

  	
  15

  
	
  4.3 Allocations Relating
  to the Deferred Compensation Plan

  	
  15

  
	
  4.4 Maintenance of
  Accounts

  	
  16

  
	
  4.5 Vesting and Forfeiture

  	
  17

  
	
   

  	
   

  
	
  Article 5. Payments

  	
  18

  
	
  5.1 Timing and
  Form of Payments

  	
  18

  
	
  5.2 Payment Elections and
  Changes

  	
  19

  
	
  5.3 Special Rules for
  LTD Participants

  	
  21

  
	
  5.4 Death

  	
  22

  
	
  5.5 Small Benefits

  	
  22

  
	
  5.6 Qualified Divorce
  Orders

  	
  22

  
	
  5.7 Tax Withholding

  	
  22

  
	
  5.8 Reemployment

  	
  23

  
	
  5.9 Special Transition
  Rule Elections

  	
  23

  
	
  5.10 Compliance with Code
  Section 409A

  	
  26

  
	
   

  	
   

  
	
  Article 6. Administration

  	
  27

  
	
  6.1 The Administrative
  Committee

  	
  27

  
	
  6.2 Compensation and
  Expenses

  	
  27

  
	
  6.3 Manner of Action

  	
  27

  
	
  6.4 Chairman, Secretary,
  and Employment of Specialists

  	
  27

  
	
  6.5 Subcommittees

  	
  27

  



 


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  6.6 Other Agents

  	
  27

  
	
  6.7 Records

  	
  28

  
	
  6.8 Rules

  	
  28

  
	
  6.9 Powers and Duties

  	
  28

  
	
  6.10 Decisions Conclusive

  	
  28

  
	
  6.11 Fiduciaries

  	
  29

  
	
  6.12 Notice of Address

  	
  29

  
	
  6.13 Data

  	
  29

  
	
  6.14 Adjustments

  	
  29

  
	
  6.15 Member’s Own
  Participation

  	
  29

  
	
  6.16 Indemnification

  	
  30

  
	
   

  	
   

  
	
  Article 7. Amendment and
  Termination

  	
  32

  
	
  7.1 Amendment and
  Termination

  	
  32

  
	
  7.2 Reorganization of
  Employer

  	
  32

  
	
  7.3 Protected Benefits

  	
  32

  
	
   

  	
   

  
	
  Article 8. Claims and Appeals
  Procedures

  	
  33

  
	
  8.1 Application for
  Benefits

  	
  33

  
	
  8.2 Claims Procedure for
  Benefits

  	
  33

  
	
  8.3 Limitations on Actions

  	
  35

  
	
   

  	
   

  
	
  Article 9. General Provisions

  	
  36

  
	
  9.1 Unsecured General
  Creditor

  	
  36

  
	
  9.2 Trust Fund

  	
  36

  
	
  9.3 Nonassignability

  	
  36

  
	
  9.4 Release from Liability
  to Participant

  	
  36

  
	
  9.5 Employment Not
  Guaranteed

  	
  37

  
	
  9.6 Gender,
  Singular & Plural

  	
  37

  
	
  9.7 Captions

  	
  37

  
	
  9.8 Validity

  	
  37

  
	
  9.9 Notice

  	
  37

  
	
  9.10 Applicable Law

  	
  37

  



 


ii













 


Article 1. Introduction


 


1.1       Adoption
of the Plan


The Occidental Petroleum
Corporation Supplemental Retirement Plan II (the “Plan”) was originally adopted
by Occidental Petroleum Corporation (the “Company”) effective as of January 1, 2005.  Effective November 1, 2008, the
Occidental Petroleum Corporation Supplemental Retirement Plan (the “Supplemental
Retirement Plan”) is merged with and into this Plan, which is hereby amended
and restated as set forth herein. 
Effective November 1, 2008, the account of each participant under
the Supplemental Retirement Plan is transferred to this Plan and governed by
the terms of this Plan.


 


1.2       Purpose
of the Plan


It is the purpose of this
Plan to provide eligible employees with benefits that will compensate them for
maximums imposed by law upon contributions to qualified plans.  The portion of the Plan reflecting credits to
compensate for the maximum limits imposed by Code section 415 is intended
to constitute an “excess plan” as defined in ERISA section 3(36).  The remaining portion of the Plan is intended
to constitute a plan which is unfunded and maintained primarily for the purpose
of providing deferred compensation to a select group of management or highly
compensated employees and is intended to meet the exemptions provided in ERISA
sections 201(2), 301(a)(3), and 401(a)(1), as well as the requirements of
Department of Labor Regulation section 2520.104-23.  The Plan shall be administered and
interpreted so as to meet the requirements of these exemptions and the
regulation.


 


1.3       Status
of the Plan


 


(a)                                  Nonqualified Plan. The Plan is not qualified within the meaning
of Code section 401(a). The Plan is intended to provide an unfunded and
unsecured promise to pay money in the future and thus not to involve, pursuant
to Treas. Reg. § 1.83-3(e), the transfer of “property” for purposes of Code
section 83. Likewise, allocations under this Plan to the account maintained for
a Participant, and earnings credited thereon, are not intended to confer an
economic benefit upon the Participant nor is the right to the receipt of future
benefits under the Plan intended to result in any Participant, Beneficiary or
Alternate Payee being in constructive receipt of any amount so as to result in
any benefit due under the Plan being includible in the gross income of any
Participant, Beneficiary or Alternate Payee in advance of the date on which
payment of any benefit due under the Plan is actually made.


 


(b)                                 Compliance with Code Section 409A. This Plan generally is intended to comply
with the requirements of Code section 409A and related regulatory
guidance, so that the taxation of Participants and Beneficiaries on any
compensation deferred under this Plan is deferred.  Notwithstanding the foregoing, any amounts
that are credited and paid annually from a Participant’s account following the
Participant’s attainment of a specified age, as described in Sections 5.1(b)(1)
and 5.8(b)(1), are intended to qualify as short-term deferrals under Treas.
Reg. § 1.409A-1(b)(4) (or any successor provision) and accordingly to be
exempt from such requirements.


 


1













 


(c)                                  No Guarantees of Intended
Tax Treatment. The Plan
shall be administered and interpreted so as to satisfy the requirements for the
intended tax treatment under the Code described in this section. However, the
treatment of benefits earned under and benefits received from this Plan, for
purposes of the Code and other applicable tax laws (such as state income and
employment tax laws), shall be determined under the Code and other applicable
tax laws and no guarantee or commitment is made to any Participant, Beneficiary
or Alternate Payee with respect to the treatment of accruals under or benefits
payable from the Plan for purposes of the Code and other applicable tax laws.


 


1.4       Application
of the Plan


This restatement of the Plan
is applicable to Participants employed by an Employer on or after November 1,
2008.  In addition, this restatement
applies to Participants who have terminated employment before November 1,
2008 but have undistributed benefits under the Plan on that date.  All distributions made under the Plan on or
after November 1, 2008 (including distributions of Supplemental Retirement
Plan accounts transferred to this Plan on November 1, 2008) shall be made
in accordance with the provisions of this restatement, as amended from time to
time.  For this purpose, distributions to
Participants who have terminated employment before November 1, 2008
generally shall be governed by Section 5.9 and any other provisions
referenced therein.


 


2













 


Article 2. Definitions


 


2.1       Definitions


Whenever the following words
and phrases are used in the Plan with the first letter capitalized, they shall
have the meanings specified below, unless the context clearly indicates
otherwise:


 


(a)                                  “Administrative Committee” means the committee with authority to
administer the Plan as provided under section 6.1.


 


(b)                                 “Affiliate” means:


 


(1)                                  Any corporation or other business
organization while it is controlled by or under common control with the Company
within the meaning of Code sections 414 and 1563;


 


(2)                                  Any member of an affiliated service group
within the meaning of Code section 414(m) of which the Company or any
Affiliate is a member;


 


(3)                                  Any entity which, pursuant to Code
section 414(o) and related Treasury regulations, must be aggregated
with the Company or any Affiliate for plan qualification purposes; or


 


(4)                                  Any corporation, trade or business which is
more than 50 percent owned, directly or indirectly, by the Company and which is
designated by the Board or, if authorized by the Board, the Administrative
Committee as an Affiliate.


 


(c)                                  “Alternate Payee” means a former spouse of a Participant who
is recognized by a Divorce Order as having a right to receive all, or a portion
of, the benefits payable under this Plan with respect to the Participant.


 


(d)                                 “Annual Bonus Paid” means up to the first $100,000 of bonus paid
to a Participant, who is not a “named executive officer”, as that term is defined
in Regulations S-K under the Securities Exchange Act of 1934 (17 CFR
§229.402(a)(3)), during the Plan Year under a regular annual incentive
compensation plan, such as the Company’s Variable Compensation Program or
Incentive Compensation Program (but excluding without limitation a special
individual or group bonus, a project bonus, and any other special bonus).


 


(e)                                  “Base Pay of Record” means the base salary and wages earned while
a Participant from an Employer for services rendered, including pretax deferrals
under the Savings Plan, and amounts contributed pursuant to the Occidental
Petroleum Flexible Spending Accounts Plan, as amended from time to time.


 


(1)                                  Base Pay of Record does not include:


 


3













 


(A)                             Bonuses, incentives, overtime, shift
differential, and overseas differentials;


 


(B)                               Reimbursement for expenses or allowances,
including automobile allowances and moving allowances;


 


(C)                               Any amount contributed by the Employer (other
than pretax deferrals under the Savings Plan and any amounts contributed
pursuant to the Occidental Petroleum Flexible Spending Accounts Plan, as
amended from time to time) to any qualified plan or plan of deferred
compensation; and


 


(D)                              Any amount paid by an Employer for other fringe
benefits, such as health and hospitalization, and group life insurance
benefits, or perquisites.


 


(2)                                  Base Pay of Record is determined in
accordance with the following rules:


 


(A)                             For Participants compensated by salary, Base
Pay of Record means the actual base salary of record for the Participant
(subject to the exclusions listed above).


 


(B)                               For Participants compensated based on mileage
driven (primarily truck drivers), Base Pay of Record means the number of miles
driven multiplied by the applicable mileage pay rate (subject to the exclusions
listed above), plus the Participant’s scheduled number of hours worked in the
pay period multiplied by the Participant’s base hourly rate (subject to the
exclusions listed above).


 


(C)                               For Participants compensated at an hourly
rate, Base Pay of Record means the base hourly rate (subject to the exclusions
listed above) multiplied by the number of regularly scheduled hours worked in a
pay period. If the Active Participant’s regularly scheduled work week is more
than 40 hours, Base Pay of Record shall include an additional amount equal to
the base hourly rate (subject to the exclusions listed above) times one half
the number of regularly scheduled hours worked in excess of 40 in the work
week.


 


(D)                              For Participants compensated on an eight,
ten, twelve, or some other assigned hour Shift Basis and whose annual
compensation is pre-determined under the Company’s payroll recordkeeping
system, Base Pay of Record for each pay period shall be the Participant’s
pre-determined annual compensation (subject to the exclusions listed above)
divided by the number of pay periods applicable to the Participant during the
Plan Year. For the purpose of this subsection, 


 


4













 


the term “Shift Basis” means
any arrangement whereby Participants work the assigned hour daily shifts which
may result in alternating work weeks of more and less than 40 hours per week.


 


(E)                                Base Pay of Record includes vacation pay
received in periodic payments and annual vacation payments made to Employees
paid by commission, but does not include single sum vacation payments to active
or terminating Employees.


 


(F)                                Base Pay of Record includes base salary or
wages received during paid leaves of absence and periodic notice pay, but,
effective July 1, 2006, Base Pay of Record does not include single sum
notice pay payments or any severance pay payments.


 


(G)                               Base Pay of Record does not include long-term
disability payments or payments made to any Participant pursuant to the Occidental
Chemical Corporation Weekly Sickness and Accident Plan unless:


 


(i)                                    Such payments are made to the Participant
through the payroll accounting department of the Company or an Affiliate, and


 


(ii)                                The Participant is ineligible for
participation in the Retirement Plan.


 


(f)                                    “Base Pay Paid” means the Employee Base Pay of Record,
reduced for any deferral of base salary under the Deferred Compensation Plan.


 


(g)                                 “Beneficiary” means the person or persons designated by
the Participant to receive payment under this Plan in the event of the
Participant’s death prior to the complete distribution to the Participant of
the benefits due under the Plan.  A
beneficiary designation shall become effective only when filed in writing with
the Administrative Committee during the Participant’s lifetime on a paper form
prescribed by the Administrative Committee. 
The filing of any new Beneficiary designation form will cancel any
inconsistent Beneficiary designation previously filed.


 


If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, the Participant’s Beneficiary shall be the person
or persons entitled to receive the Participant’s benefits under the Retirement
Plan in the event of the Participant’s death, provided, that if a Participant
has previously designated a Beneficiary under Appendix A of the Occidental
Petroleum Corporation Supplemental Retirement Plan who survives the
Participant, the Participant’s Beneficiary shall be the person or persons so
designated under Appendix A of the Occidental Petroleum Corporation
Supplemental Retirement Plan.


 


(h)                                 “Board” means the Board of Directors of the Company.


 


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


 


5













 


(j)                                    “Company” means Occidental Petroleum Corporation and
any successor thereto.


 


(k)                                 “DCP Eligible Bonus” means the amount of bonus a Participant
receives and is entitled to defer under the Deferred Compensation Plan without
regard to the annual deferral limit of $75,000 or the Deferred Compensation
Plan balance limit of $1 million, as described in the Deferred Compensation
Plan.


 


(l)                                    “Deferred Compensation Plan” means the Occidental Petroleum Corporation
Modified Deferred Compensation Plan, as amended from time to time.  Prior to October 12, 2006, “Deferred Compensation Plan” meant the Occidental Petroleum
Corporation 2005 Deferred Compensation Plan, as amended from time to time.


 


(m)                              “Divorce Order” means any judgment, decree, or order (including
judicial approval of a property settlement agreement) that relates to the
settlement of marital property rights between a Participant and his former
spouse pursuant to a state domestic relations law (including, without
limitation and if applicable, community property law), as described in
Treas. Reg. § 1.409A-3(j)(4)(ii) (or any successor provision).


 


(n)                                “Employee” means any person who is an Eligible
Employee, as defined in the Retirement Plan.


 


                                                Notwithstanding the foregoing, no individual
shall be considered an Employee if such individual is not classified as a
common-law employee in the employment records of the Employer, without regard
to whether the individual is subsequently determined to have been a common-law
employee of the Employer. The persons excluded by this paragraph from being
Employees are to be interpreted broadly to include and to have at all times
included individuals engaged by the Employer to perform services for such
entity in a relationship that the entity characterizes as other than an
employment relationship, such as where the Employer engages the individual to
perform services as an independent contractor or leases the individual’s
services from a third party. The exclusion of the individual from being an
Employee shall apply even if a determination is subsequently made by the
Internal Revenue Service, another governmental agency, a court or other
tribunal, after the individual is engaged to perform such services, that the
individual is an employee of the Employer for purposes of pertinent Code
sections or for any other purpose.


 


(o)                                “Employer” means the Company and any Affiliate which is
designated by the Board or the Administrative Committee and which adopts the
Plan.


 


The Board or, if authorized
by the Board, the Administrative Committee may designate any Affiliate as an
Employer under this Plan. The Affiliate shall become an Employer and a party to
this Plan upon acceptance of such designation effective as of the date
specified by the Board or Administrative Committee.


 


By accepting such
designation or continuing as a party to the Plan, each Employer acknowledges
that:


 


6













 


(A)                             It is bound by such terms and conditions
relating to the Plan as the Company or the Administrative Committee may
reasonably require;


 


(B)                               The Company and the Administrative Committee
have the authority to review the Affiliate’s compliance procedures and to
require changes in such procedures to protect the Plan;


 


(C)                               It has authorized the Company and the Administrative
Committee to act on its behalf with respect to Employer matters pertaining to
the Plan;


 


(D)                              It shall cooperate fully with Plan officials
and their agents by providing such information and taking such other actions as
they deem appropriate for the efficient administration of the Plan; and


 


(E)                                Its status as an Employer under the Plan is
expressly conditioned on its being and continuing to be an Affiliate of the
Company.


 


Subject to the concurrence
of the Board or Administrative Committee, any Affiliate may withdraw from the
Plan, and end its status as an Employer hereunder, by communicating to the
Administrative Committee its desire to withdraw. Upon withdrawal, which shall
be effective as of the date agreed to by the Board or Administrative Committee,
as the case may be, and the Affiliate, the Plan shall be considered frozen as
to Employees of such Affiliate.


 


(p)                                 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


 


(q)                                 “LTD Participant” means an Employee:


 


(1)                                  Who became disabled under the terms of the
Long-Term Disability Plan prior to October 1, 1995; and


 


(2)                                  Who, during the Plan Year, is receiving
benefits under the Long-Term Disability Plan and who was a highly-compensated
employee (as defined in Code section 414(q)) in the year of his
commencement of benefits under the Long-Term Disability Plan; and


 


(3)                                  Who has not commenced payment of his benefit
under this Plan on November 1, 2008.


 


(r)                                    “Long-Term Disability Plan” means the Occidental Petroleum Corporation
Long-Term Disability Plan or, as appropriate to the LTD Participant or context,
the Oxy Vinyls, LP Long-Term Disability Plan.


 


(s)                                  “Participant” means (i) a person meeting the
requirements to participate in the Plan set forth in Article 3 and (ii) any
other person who has an account under the Plan because he previously met such
requirements.


 


7












 


(t)                                    “Plan Year”
means the calendar year.


 


(u)                                 “Qualified Divorce Order” means a Divorce Order that:


 


(1)                                  Creates or recognizes the existence of an
Alternate Payee’s right to, or assigns to an Alternate Payee the right to,
receive all or a portion of the benefits payable to a Participant under this
Plan;


 


(2)                                  Clearly specifies:


 


(A)          The name and the last known mailing address
of the Participant and the name and mailing address of the Alternate Payee
covered by the order;


 


(B)           The amount or percentage of the Participant’s
benefits to be paid by this Plan to the Alternate Payee, or the manner in which
such amount or percentage is to be determined;


 


(C)           The number of payments or period to which
such order applies; and


 


(D)          That it applies to this Plan; and


 


(3)                                  Does not:


 


(A)          Require this Plan to provide any type or form
of benefit, or any option, not otherwise provided under the Plan;


 


(B)           Require this Plan to provide increased
benefits;


 


(C)           Require the payment of benefits to an
Alternate Payee that are required to be paid to another Alternate Payee under
another Divorce Order previously determined to be a Qualified Divorce Order; or


 


(D)          Require the payment of benefits under this
Plan at a time or in a manner that would cause the Plan to fail to satisfy the
requirements of Code section 409A (or other applicable section) and any
regulations promulgated thereunder or otherwise jeopardize the deferred
taxation of any amounts under this Plan.


 


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


 


(w)                               “Savings Plan” means the Occidental Petroleum Corporation
Savings Plan, as amended from time to time.


 


8













 


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


 


(1)                                  The Participant’s Employer;


 


(2)                                  All Affiliates with whom the Participant’s
Employer would be considered a single employer under Code section 414(b) or
414(c).


 


For purposes of the
preceding provisions, a Participant who ceases to be an employee of an entity
described in (1) or (2) 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 (1) or (2) 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).


 


(y)                                 “Specified Employee” means an Employee who is a “specified
employee” within the meaning of Section 409A and Treas. Reg.
§ 1.409A-1(i) (or successor provisions) and as determined pursuant to
any rules adopted for such purposes by the Company.


 


(z)                                   “Supplemental Retirement
Plan” means the Occidental
Petroleum Corporation Supplemental Retirement Plan in effect on December 31,
2004 and as amended from time to time, prior to its merger into this Plan
effective November 1, 2008.


 


(aa)                            “Threshold Amount” means the amount determined by the Company
and communicated to Employees in advance of the Plan Year as the level of
annualized Base Pay of Record at which the sum of the following amounts would
exceed the dollar limit in effect for the Plan Year under Code section
415(c)(1)(A):


 


(1)                                 The Contribution Percentage Limit for the
Plan Year, determined under Appendix E of the Savings Plan (or any successor
provision), for a highly compensated employee as defined under Code
section 414(q), or, for the period between January 1, 2005 and December 31,
2006, the Plan Limit for the Plan Year, determined under Appendix II of
the Savings Plan (or any successor provision), times the annualized Base Pay of
Record;


 


(2)                                 6 percent of the sum of the annualized
Base Pay Paid plus an assumed 50% of Annual Bonus Paid; and


 


9













 


(3)           The annual employer contributions for the
Plan Year that would be made to the Retirement Plan based on the Employee’s
annualized Base Pay of Record assuming that the Employee has attained age 35 as
of the last day of the Plan Year.


 


(bb)                          “Wage Base” means the dollar amount of wages, within the
meaning set forth in Code section 3121(a), upon which the Employer must
pay Social Security Old Age, Survivors and Disability taxes for a Plan Year.


 


10













 


Article 3. Participation


 


3.1       Effective
Date of Participation


An Employee who is a
Participant in the Plan on October 31, 2008 shall continue as a
Participant on November 1, 2008. 
Any other Employee shall become a Participant on the first day of the
month next following the end of the 30-day period beginning on the first to
occur of the following:


 


(a)                                  The first day on which the Employee’s
annualized Base Pay of Record exceeds the Threshold Amount.


 


(b)                                 The first day on which the Employee’s
annualized Base Pay of Record exceeds the amount specified in Code section 401(a)(17),
as adjusted and in effect for the Plan Year.


 


(c)                                  The Employee (1) is eligible to
participate in both the Retirement Plan and the Deferred Compensation Plan, and
(2) is eligible to receive a bonus granted under any management incentive
compensation plan of an Employer.


 


(d)                                 The Employee (1) is eligible to
participate in the Savings Plan and (2) makes a deferral election under
the Deferred Compensation Plan for the Plan Year.


 


For purposes of subsections (c) and
(d) above, in the case of any Employee other than a newly hired Employee,
the Employee’s eligibility for the Deferred Compensation Plan and whether or
not the Employee has made a deferral election under the Deferred Compensation
Plan shall be determined during the open enrollment period for that plan prior
to each Plan Year.


 


Notwithstanding anything
contained herein, any Employee who is entitled to receive supplemental
retirement benefits upon his retirement pursuant to a written contract of
employment between the Employee and the Company or an Affiliate shall be
ineligible to be a Participant effective for future allocations as of the first
day of the Plan Year following the effective date of such contractual provision.


 


Notwithstanding the
foregoing, an Employee who participates or is eligible to participate in the
THUMS Long Beach Company Savings and Investment Plan or the THUMS Long Beach
Company Pension Plan in 2008 and who meets the requirements of subsection (a),
(b), (c) or (d) above shall become a Participant on January 1,
2009.


 


3.2       Reemployment; Resumption of Participation


If a Participant
terminates employment and is subsequently reemployed as an Employee by an
Employer, the Participant shall resume active participation in the Plan on the
first date that the Participant again meets one or more of the requirements set
forth in Section 3.1.  A Participant
who ceases to actively participate in the Plan because he no longer meets any
of the requirements 


 


11













 


set forth in Section 3.1 shall resume active
participation in the Plan on the first date that the Participant again
meets one or more such requirements.


 


3.3       Allocations to New Participants


Allocations under Article 4
of the Plan shall be based solely on compensation paid for services performed
after the date the Employee becomes a Participant in accordance with Section 3.1.


 


12













 


Article 4. Benefits


 


4.1       Allocations
Relating to the Retirement Plan


 


(a)                                  Eligibility. The following Employees who become
Participants shall be provided the allocation for the Plan Year specified in
subsection (b):


 


(1)           An Employee:


 


(A)          Who is eligible to participate in the Savings
Plan and the Retirement Plan for the Plan Year, and


 


(B)          Whose annualized Base Pay of Record exceeds
the Threshold Amount applicable to the Employee for the Plan Year.


 


If the Employee’s annualized
Base Pay of Record increases during the Plan Year such that it exceeds the
Threshold Amount, then the Employee shall be eligible for the allocation
specified in subsection (b) as of the first payroll period for which
the Employee’s annualized Base Pay of Record exceeds the Threshold Amount (or,
if later, as of the date the Employee’s participation in the Plan commences
pursuant to Section 3.1). If the Employee’s annualized Base Pay of Record
decreases during the Plan Year such that it no longer exceeds the Threshold
Amount, then the Employee shall cease to be eligible for the allocation
specified in subsection (b) as of the first payroll period for which
the Employee’s annualized Base Pay of Record falls below the Threshold Amount.


 


(2)           An individual who is an LTD Participant for
the Plan Year.


 


(b)                                 Allocation Amount.


 


(1)                                Contingent Credit. A credit shall be made as of the last day of
each month to a contingent account maintained for each Participant described in
subsection (a). The amount of the credit for the month shall be:


 


(A)                              For a Participant who shall not attain
age 35 as of the last day of the Plan Year, the sum of:


 


(i)                                     4 percent of Base Pay of Record for the
calendar month below the Wage Base; plus


 


(ii)                                  8 percent of Base Pay of Record for the
calendar month above the Wage Base.


 


13













 


(B)                                For a Participant who shall attain
age 35 as of the last day of the Plan Year, the sum of:


 


(i)                                     7 percent of Base Pay of Record for the
calendar month below the Wage Base; plus


 


(ii)                                  12 percent of Base Pay of Record for the
calendar month above the Wage Base.


 


For purposes of calculating
contingent allocations under this section, an Employee shall have Base Pay of
Record above the Wage Base for a calendar month only to the extent that the
Employee’s Base Pay of Record for the Plan Year, determined as of the last day
of such pay period, is in excess of the Wage Base.


 


(2)                                  Reduction Amount. The amounts contingently credited to the
account maintained for the Participant during the Plan Year under
paragraph (1) shall be reduced as of the last day of the Plan Year,
but not below zero, by the amount determined under this paragraph. The
reduction amount is intended to be equal to the Employee’s allocation under the
Retirement Plan for the Plan Year assuming that the Employee maximized deferrals
under the Savings Plan.  After the reduction described in
this paragraph, the remaining amount shall be permanently credited to the
account maintained for the Participant.


 


(A)                              No reduction shall apply to the account
maintained for any Participant, including an LTD Participant, who is not an
Employee on the last day of the Plan Year.


 


(B)                                The reduction amount for other Participants
shall be equal to the dollar limit in effect for the Plan Year under Code
section 415(c)(1)(A) minus sum of the following:


 


(i)                                     Effective beginning on or after January 1,
2007,


 


(I)                                   the Contribution Percentage Limit for the
Plan Year, determined under Appendix E of the Savings Plan (or any successor
provision) times the Participant’s Base Pay Paid and 6 percent of the Annual
Bonus Paid for the Plan Year, and


 


(II)                               6 percent times the sum of the
Participant’s Base Pay Paid and Annual Bonus Paid for the Plan Year;


 


(ii)                                  For the period between January 1,
2005 and December 31, 2006:


 


14













 


(I)                                    The Plan Limit for the Plan Year, determined
under Appendix II of the Savings Plan (or any successor provision), times
the Participant’s Base Pay Paid, and


 


(II)                                6 percent times the Participant’s Base
Pay Paid for the Plan Year.


 


For purposes of determining
the reduction under this subparagraph, no portion of the sum of the Participant’s
Base Pay Paid and Annual Bonus for the Plan Year in excess of the amount
specified in Code section 401(a)(17) in effect for the Plan Year shall be
taken into account. The reduction amount shall not be less than zero.


 


(3)                                  Earnings Allocation. The Employer shall also permanently credit
earnings on the monthly allocations under paragraph (1) for the Plan
Year as if such allocations shared in earnings at the rate and in the manner
described in section 4.4. The earning allocation under this paragraph
shall not be subject to reduction under paragraph (2).


 


4.2       Allocations
Relating to the Savings Plan


 


(a)                                  Eligibility.  An
Employee who is eligible to participate in the Savings Plan for the Plan Year
and whose Base Pay Paid plus Annual Bonus Paid for the Plan Year exceeds the
amount specified in Code section 401(a)(17) as adjusted and in effect for
the Plan Year shall be provided the allocation for the Plan Year specified in
subsection (b).


 


(b)                                 Allocation Amount. The amount to be allocated as of the last
day of the Plan Year under this Plan with respect to a Participant described in
subsection (a) above for the Plan Year shall equal the sum of:


 


(1)                                 6 percent of the Employee’s Base Pay Paid
plus Annual Bonus Paid in excess of the amount specified in Code
section 401(a)(17) as adjusted and in effect for the Plan Year; and


 


(2)                                 5 percent of the amount allocated under
paragraph (1) which shall be allocated to the account maintained for
the Participant in lieu of interest on such amount for the Plan Year.


 


4.3         Allocations Relating to
the Deferred Compensation Plan


 


(a)           Retirement Plan


 


(1)                                  Eligibility. An Employee who is a participant in the
Retirement Plan and eligible to participate in the Deferred Compensation Plan
for the Plan Year shall be provided the allocation for the Plan Year specified
in paragraph (2).


 


15













 


(2)                                  Allocation Amount.  The
amount to be allocated in a Plan Year with respect to a Participant described
in paragraph (1) shall equal the Participant’s applicable percentage
multiplied by the amount of the Participant’s DCP Eligible Bonus. This
allocation shall be made irrespective of whether such Participant elects to defer
all or any part of his DCP Eligible Bonus under the Deferred Compensation
Plan.  Notwithstanding the preceding
sentence, no allocation shall be made to the account of a Participant who is
not an Employee on the date such bonus is awarded.


 


For purposes of this
subsection, the term “applicable percentage” shall mean 12 percent in the
case of a Participant who shall attain age 35 prior to the end of the Plan Year
in which the allocation is made and 8 percent in the case of a Participant
who shall not attain age 35 prior to the end of the Plan Year in which the
allocation is made.  The allocation
described in this section shall be made to the account of each Participant
effective as of the date on which the Participant is awarded his DCP Eligible
Bonus.


 


(b)                                 Savings Plan


 


(1)                                  A Participant who is eligible to participate
in the Savings Plan and makes a deferral election under the Deferred
Compensation Plan for the Plan Year shall be provided the allocation for the
Plan Year specified in paragraph (2).


 


(2)                                  The amount to be allocated for a Plan Year
with respect to a Participant described in paragraph (1) shall equal the
amount by which the contribution that would otherwise have been made by the
Company or other Employer on behalf of the Participant to the Savings Plan for
such Plan Year is reduced by reason of the reduction in the Participant’s Base
Pay of Record for such Plan Year and/or the Participant’s Annual Bonus Paid in
such Plan Year because of deferrals under the Deferred Compensation Plan,
assuming that the Participant’s contribution percentage under the Savings Plan
for the Plan Year is 6 percent.  The
allocation described in this Section 4.3(b)(2) shall be made to the
account of a Participant at the same time as the employer contribution for such
Plan Year is made to the Savings Plan. 
No allocations shall be made to Participants’ accounts under this Section 4.3(b)(2) prior
to January 1, 2009.


 


4.4       Maintenance
of Accounts


 


(a)                                  Each Employer shall establish and maintain,
in the name of each Participant employed by that Employer, an individual
account which shall consist of all amounts credited to the Participant. As of
the end of each month, the Administrative Committee shall increase the balance,
if any, of the Participant’s individual account as of the last day of the
preceding month, by multiplying such amount by a number equal to one plus .167%
plus the monthly yield on 5-Year Treasury Constant Maturities for the monthly
processing period.  Notwithstanding the foregoing, any allocation
made to a Participant’s account pursuant to Section 4.3(b)(2) shall
be 


 


16













 


credited with interest, at a
rate equivalent to that set forth in the preceding sentence, from the date such
allocation is made to the Participant’s account.


 


(b)                                 The individual account of each Participant
shall represent a liability, payable when due under this Plan, out of the
general assets of the Company, or from the assets of any trust, custodial
account or escrow arrangement which the Company may establish for the purpose
of assuring availability of funds sufficient to pay benefits under this Plan,
provided that  no assets shall be
transferred to a trust or other account if such transfer would result in the
taxation of benefits prior to distribution under Code section 409A(b). The
money and any other assets in any such trust or account shall at all times
remain the property of the Company, and neither this Plan nor any Participant
shall have any beneficial ownership interest in the assets thereof. No property
or assets of the Company shall be pledged, encumbered, or otherwise subjected
to a lien or security interest for payment of benefits hereunder. Accounting
for this Plan shall be based on generally accepted accounting principles.


 


4.5       Vesting
and Forfeiture


Notwithstanding any other
Plan provision, all benefits under this Plan shall be contingent and
forfeitable and no Participant shall have a vested interest in any benefit
unless, while he is still employed by an Employer, he becomes fully vested in
his benefit under the Retirement Plan (or would have become vested if he were a
participant in the Retirement Plan).  A
person who terminates employment with an Employer for any reason prior to
becoming vested hereunder shall not receive a benefit, provided that, upon
rehire by an Employer, any amounts forfeited by a Participant at the time of
his termination of employment shall be restored, without interest, to his
account and, as set forth in Section 5.8, shall be subject to the same
terms and conditions relating to distribution as were applicable at the time of
his prior termination of employment.


 


17












 


Article 5. Payments


 


5.1         Timing and Form of
Payments


 


(a)                                 Payment Events.  A
Participant’s vested account under this Plan shall be paid on the earliest to
occur of the following payment events:


 


(1)                                  The Participant’s attainment of a specified
age elected by the Participant that is age 60 or above;


 


(2)                                  The Participant’s Separation from Service; or


 


(3)                                  The Participant’s death.


 


(b)           Timing and Form.


 


(1)                                  Attainment of Specified Age.  If
payment is made on account of a Participant’s attainment of a specified age (60
or above), payment shall be made to the Participant in a single lump sum within
the first 90 days of the calendar year following the calendar year in which the
Participant reaches the specified age. 
In addition, within the first 70 days of each subsequent calendar year,
the Participant shall be paid any additional amounts credited to the
Participant’s account since the prior payment date.


 


(2)                                  Separation from Service.


 


(A)                              If payment is made on account of the
Participant’s Separation from Service, payment shall be made or commence within
the first 90 days of the calendar year following the calendar year in which the
Participant’s Separation from Service occurs. 
Notwithstanding the foregoing, in the case of a Participant who is a
Specified Employee, payment shall be made or commence 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.


 


(B)                                Payment shall be made in a single lump sum or
in annual installments over 5, 10, 15, or 20 years, as elected by the
Participant.  If the Participant elects
to have payment made in annual installments, the installments shall be paid
within the first 90 days of each calendar year during the installment period (except
that the first installment may be delayed in the case of a Specified Employee
as provided above).  During the
installment period, the Participant’s account shall continue to be adjusted as
provided in Section 4.4(a) until the installments have been completed.  The amount of each annual installment shall
equal the amount credited to the Participant’s account as of the last day of
the month preceding the date of payment multiplied by a fraction, the 


 


18













 


numerator of which is one
(1), and the denominator of which is the number of installments (including the
current installment) which remain to be paid.


 


(C)                                If a Participant who is receiving installment
payments on account of his Separation from Service has also made a specified
age election and attains the specified age before the completion of all
installments, the remaining installments shall be paid to him at the scheduled
time or times without regard to his attainment of such age.


 


(3)                                  Death.  If
payment is made on account of the Participant’s death, payment shall be made to
the Participant’s Beneficiary in a single lump sum 120 days following the date
of the Participant’s death.


 


(c)                                  Valuation of Benefits.  The
amount of any payment to a Participant under this Article shall be
determined based on the value of the Participant’s vested account as of the
last day of the month preceding the date of payment.


 


5.2         Payment Elections and
Changes


 


(a)           Payment Elections.


 


(1)                                  An Employee who becomes a Participant on or
after November 1, 2008 shall make the elections provided for in Section 5.1
(i.e., an election to have payment made at a specified age (60 or above) prior
to Separation from Service and/or an election as to form of payment upon
Separation from Service) within 30 days after date the Employee first meets one
or more of the requirements for participation set forth in Section 3.1.  Notwithstanding the foregoing, an Employee
who participates or is eligible to participate in the THUMS Long Beach Company Savings
and Investment Plan or the THUMS Long Beach Company Pension Plan at any time in
2008 and becomes a Participant on January 1, 2009 shall make such
elections by December 31, 2008.


 


(2)                                  An Employee who became a Participant before November 1,
2008 shall be permitted to make a transition election as set forth in Section 5.9.  If the Employee does not make a transition
election with respect to form of payment upon Separation from Service and had
previously made an election to have payment upon Separation from Service made
in a lump sum or in annual installments over 5, 10, 15 or 20 years, payment on
account of the Participant’s Separation from Service shall be made in
accordance with the rules set forth in Section 5.1(b)(2) in the
form previously elected by the Participant. 
For this purpose, if the Participant had different payment elections in
effect for his account under this Plan and his account under the Supplemental
Retirement Plan prior to November 1, 2008, or had an election in effect
under one plan but not the other, the accounts shall continue to be 


 


19













 


maintained separately and
these provisions shall be applied separately to each account.


 


(3)                                  If a Participant does not elect to have
payment made at a specified age, payment shall be made on the earlier of the
Participant’s Separation from Service or death in accordance with Section 5.1(b)(2) or
(3), as applicable.  If a Participant
does not elect an installment payment option for payment on account of a
Separation from Service, any payment on account of the Participant’s Separation
from Service shall be made in a single lump sum at the time provided in Section 5.1(b)(2).


 


(b)                                 Changes in Time or Form of
Payment.  A Participant may elect to change the time or
form of payment of his account in accordance with the rules set forth
below.  For purposes of these rules, an
election to receive distribution in a series of annual installments shall be
treated as a single payment.


 


(1)                                  Permitted Changes.


 


(A)                              A Participant who has elected payment at a
specified age may elect another specified age that is age 65 or above, subject
to the limitations of paragraph (2).


 


(B)                                A Participant may elect to change the form of
payment upon Separation from Service.


 


(2)                                  Requirements.  Any election by a Participant under this subsection shall meet the
following requirements:


 


(A)                              The election shall not be effective until at
least 12 months after the election is filed with the Administrative Committee;


 


(B)                                The election must defer payment (or payment
of the initial installment, if applicable) for a period of at least five years
from the date that payment (or payment of the initial installment, if
applicable) would otherwise have been made; and


 


(C)                                The election must be made at least 12 months
prior to the beginning of the calendar year in which payment (or payment of the
initial installment, if applicable) is otherwise scheduled to be made.


 


(3)                                  A Participant may make only two changes
pursuant to this Section 5.2(b). 
Each such change must satisfy all of the requirements of Section 5.2(b)(2).  No further changes may be made following a
Participant’s Separation from Service.


 


(c)                                  Procedures.  All
payment elections under this Plan shall be made in accordance with the
provisions of this Plan and the rules and procedures established by the
Administrative Committee for the time and manner of making elections.


 


20













 


5.3       Special
Rules for LTD Participants.


 


(a)           Payment Events.  An
LTD Participant’s vested account shall be paid on the earliest to occur of the
following payment events:


 


(1)                                  The Participant’s attainment of age 65 or any
earlier age elected by the Participant that is at least age 60; or


 


(2)                                  The Participant’s death.


 


(b)           Timing and Form.


 


(1)                                  Attainment of Specified Age
(60-64).  If payment is made on account of a
Participant’s attainment of a specified age elected by the Participant (between
60 and 64), payment shall be made to the Participant in a single lump sum
within the first 90 days of the calendar year following the calendar year in
which the Participant reaches the specified age.  In addition, within the first 70 days of each
subsequent calendar year, the Participant shall be paid any additional amounts
credited to the Participant’s account since the prior payment date.


 


(2)                                  Attainment of Age 65.  If
payment is made on account of the Participant’s attainment of age 65, payment
shall be made or commence within the first 90 days of the calendar year
following the calendar year in which the Participant reaches age 65.  Payment shall be made in a single lump sum or
in annual installments over 5, 10, 15, or 20 years, as elected by the LTD
Participant.  If the Participant elects
to have payment made in annual installments, the installments shall be
calculated and paid as set forth in Section 5.1(b)(2)(B).


 


(3)                                  Death. 
Payment on account of the LTD Participant’s death shall be made as
provided in Section 5.1(b)(3).


 


(c)                                  Elections.


 


(1)                                  An LTD Participant shall be permitted to make
a transition election as set forth in Section 5.9.  If an LTD Participant does not make a
transition election and had previously made an election under the prior
provisions of the Plan to have payment made in a lump sum or in annual
installments over 5, 10, 15 or 20 years, payment on account of the LTD
Participant’s attainment of age 65 shall be made in the form previously elected
by the Participant.  If the LTD
Participant had different payment elections in effect for his account under
this Plan and his account under the Supplemental Retirement Plan prior to November 1,
2008, or had an election in effect under one plan but not the other, the
accounts shall continue to be maintained separately and these provisions shall
be applied separately to each account.


 


21













 


(2)                                  If an LTD Participant does not elect to have
payment made at a specified age between 60 and 64, payment shall be made on the
earlier of the LTD Participant’s attainment of age 65 or death in accordance
with Section 5.3(b)(2) or (3), as applicable.  If an LTD Participant does not elect an
installment payment option for payment on account of attainment of age 65, any
payment on account of the Participant’s attainment of age 65 shall be made in a
single lump sum at the time provided in Section 5.3(b)(2).


 


5.4       Death


If a Participant dies
before the complete distribution of his account, the account or remaining
account shall be paid to the Participant’s Beneficiary in a single lump sum 120 days following the date of the
Participant’s death.


 


5.5       Small Benefits


Notwithstanding
any election by a Participant to receive payment of any account maintained for
the Participant under the Plan in an installment payment form, if the value of
such account is less than $50,000 at the time payment in such form is scheduled
to commence, the account shall be paid to the Participant in a single lump sum
on the scheduled commencement date.


 


5.6       Qualified Divorce Orders


 


Subject to the policies and procedures established by
the Administrative Committee under Section 9.3(b), payment may be made
from the balance of a Participant’s vested account to the extent necessary to
fulfill a Qualified Divorce Order.


 


5.7       Tax
Withholding


 


(a)                                  To the extent required by law in effect at
the time payments are made, the Participant’s Employer shall withhold from
payments made hereunder the taxes required to be withheld by Federal, state and
local law.


 


(b)                                 The Participant’s Employer shall have the
right at its option (1) to require a Participant to pay or provide for
payment of the amount of any taxes that the Employer may be required to
withhold with respect to amounts credited to the Participant’s account or (2) deduct
from any amount of salary, bonus or other payment otherwise payable in cash to
the Participant the amount of any taxes that the Employer may be required to
withhold with respect to amounts credited to the Participant’s account.  In addition, as permitted by Treas. Reg. §
1.409A-3(j)(4)(vi) (or any successor provision), payments may be made
under the Plan to pay any Federal Insurance Contributions Act (FICA) tax
imposed under Code sections 3101 and 3121(v)(2) on the Participant’s
account, and to pay any income tax imposed under Code section 3401 (i.e., wage withholding) or the
corresponding withholding provisions of applicable state or local law as a
result of payment of the FICA amount, as well as to pay the additional income
tax attributable to the pyramiding wages and taxes.  The total payment may not exceed the
aggregate FICA tax amount and the income tax withholding related to such FICA
tax amount.


 


22













 


5.8       Reemployment


 


(a)                                  Continued distribution of
account.  If a Participant who is receiving payment on
account of his Separation from Service is reemployed by an Employer or
Affiliate prior to the complete distribution of his account, the account or
remaining account shall be paid to the Participant at the scheduled time or
times without regard to the Participant’s reemployment.


 


(b)                                 New account.  If a
terminated Participant is reemployed by an Employer and resumes active
participation in the Plan pursuant to Section 3.2, a new account shall be
established for such Participant to which allocations relating to the period
following the Participant’s reemployment (and any unvested amounts forfeited
from the Participant’s account at the time of his first termination) shall be
credited.  Such new account, to the
extent vested, shall be paid in accordance with the provisions of this Plan and
the Participant’s most recent payment election, if any, prior to his first
termination.  For this purpose, the
following rules shall apply:


 


(1)                                  If the Participant had previously elected
(including pursuant to Section 5.9(b)(1)) to have payment made at a
specified age (60 or above) prior to Separation from Service or death and has
reached such specified age at the time of his reemployment, the Participant
shall be paid, within the first 70 days of each calendar year following the
calendar year containing his reemployment date, the amount credited to his
account as of the last day of the month preceding the date of payment.


 


(2)                                  Any election made as a terminated Participant
pursuant to Section 5.9(b)(2) or (3) shall not be taken into
account for purposes of this provision. 
Instead, if the Participant had, prior to such transition election, made
an election under this Plan to have payment upon termination made in a lump sum
or in annual installments over 5, 10, 15 or 20 years, payment on account of the
Participant’s subsequent Separation from Service shall be made in accordance
with the rules set forth in Section 5.1(b)(2) in the form
previously elected by the Participant.


 


(3)                                  If the Participant has no prior election
taken into account under the foregoing provisions, payment shall be made in a
single lump sum in accordance with the rules set forth in Section 5.1(b)(2) upon
the Participant’s subsequent Separation from Service.


 


5.9       Special
Transition Rule Elections


 


(a)                                  2005 Transition Elections.  Any
Employee who was a Participant during the 2005 Plan Year was permitted to make
an election with respect to the time and form of payment of the account
maintained for the Participant upon the earlier of the 


 


23













 


Participant’s Separation
from Service or the 60th day after the adoption of the Plan by the
Board, but in no event later than December 31, 2005.


 


(b)                                 2008 Transition Elections. 
Participants shall be permitted to make the additional transition
elections described below in 2008.  The
period for making such elections (the “transition election period”) shall be
determined by the Administrative Committee, provided that all such elections
must be made by and shall become irrevocable as of December 31, 2008.  All payments to Participants pursuant to this
Section 5.9 shall be subject to the rules set forth in Sections 5.4
through 5.7 and Section 5.10.


 


(1)                                  Active Participants.


 


(A)                              Each Participant who has not separated from
service before the end of the transition election period may make any payment
election available under Section 5.1 (i.e., an election to have payment
made at a specified age (60 or above) prior to Separation from Service and/or
an election as to form of payment upon Separation from Service).  Payment pursuant to any such election shall
be made as provided in Section 5.1.


 


(B)                                To the extent a Participant does not make the
available elections pursuant to this provision, payment of the Participant’s
account shall be made as set forth in Sections 5.2(a)(2) and (3).


 


(C)                                Notwithstanding the foregoing, in the case of
any Participant previously covered by Appendix A of the Supplemental Retirement
Plan who made the election described in Appendix A to have payment made or
commence upon attainment of a specified age between 55 and 70-1/2, if the
Participant does not make a transition election under this Section 5.9(b)(1) to
have payment made at a new specified age, then payment to the Participant shall
be made or commence within the first 90 days of the calendar year following the
later of (A) the Participant’s Separation from Service and (B) the
Participant’s attainment of the specified age previously elected by the
Participant, provided that, if the Participant is a Specified Employee and
payment is made on account of the Participant’s Separation from Service,
payment shall be made or commence 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. 
Payment shall be made in the form (i.e., lump sum or installments over
5, 10, 15 or 20 years) elected by the Participant under this Section 5.9(b)(1)
or, if the Participant does not make a transition election, the form previously
elected by the Participant under Appendix A of the Supplemental Retirement
Plan, or, if none, in a lump sum.


 


24













 


(2)                                  Terminated Participants.


 


(A)                              Each Participant who has a Separation from
Service before the end of the transition election period may elect to have his
account or remaining account paid in a single lump sum in March 2009,
provided, that a Participant who is a Specified Employee 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.


 


(B)                                If a Participant does not make an election
pursuant to this provision:


 


(I)                                    If installment payments to the Participant
have already commenced, the Participant’s remaining account shall be paid over
the remaining number of installments in accordance with the rules set
forth in Section 5.1(b)(2)(B).


 


(II)                                If payment to the Participant has not
commenced, payment shall be made in accordance with the rules set forth in
Section 5.1(b)(2).  If the
Participant has previously made a payment election as to form of payment upon
Separation from Service (i.e., a lump sum or installments over 5, 10, 15 or 20
years), payment shall be made in the form previously elected.


 


(3)                                  Exhibit A and B Participants.


 


(A)                              Any Participant identified in Exhibit A
as “Active” may make the payment elections available to other active
Participants as described above.


 


(B)                                Any Participant identified in Exhibit A
or B as “Retired with account balance” may make the election available to other
terminated Participants as described above.


 


(C)                                If a Participant listed in Exhibit A or
B does not make an election pursuant to this provision:


 


(I)                                    If installment payments to the Participant
have already commenced, the Participant’s remaining account shall be paid over
the remaining number of installments in accordance with the rules set
forth in Section 5.1(b)(2)(B).


 


(II)                                If payment to the Participant has not
commenced, payment of the Participant’s Account shall be made or commence
within the first 90 days of the year indicated on Exhibit A or B, as
applicable.  Payment shall be made in the
form previously 


 


25













 


elected by the Participant
(i.e., in a lump sum or installments over 5, 10, 15 or 20 years) or, if the
Participant has not previously made a payment election, in a single lump sum.


 


(4)                                  LTD Participants.


 


(A)                              Each LTD Participant may make any payment
election available under Section 5.3 (i.e., an election to have payment made
at a specified age (between 60 and 64) prior to Separation from Service and/or
an election as to form of payment upon attainment of age 65).  Payment pursuant to any such election shall
be made as provided in Section 5.3.


 


(B)                                To the extent an LTD Participant does not
make the available elections pursuant to this provision, payment of the
Participant’s account shall be made as set forth in Section 5.3.


 


(5)                                  Maintenance of Separate
Accounts.  If a Participant does not make a transition
election under the foregoing provisions (so that prior elections continue to
apply) and had different payment elections in effect under for his account
under this Plan and his account under the Supplemental Retirement Plan prior to
November 1, 2008, or had an election in effect under one plan but not the
other, the accounts shall continue to be maintained separately and the above
provisions shall be applied separately to each account.


 


5.10     Compliance with Code Section 409A


Notwithstanding anything
herein to the contrary, any amount that would have been paid in 2008 under the
prior provisions of the Plan shall be paid by December 31, 2008.  No amount shall be paid in 2008 under the
provisions of this restatement that would not have been paid in 2008 under the
prior provisions of the Plan.


 


26













 


Article 6. Administration


 


6.1       The
Administrative Committee


The Plan shall be
administered by an Administrative Committee. 
The Administrative Committee shall be composed of three or more members,
who shall be appointed by the Board and shall hold office at the discretion of
the Board.  Such members may, but need
not, be Employees of the Company.


 


Any member of the
Administrative Committee may resign by delivering his written resignation to the
Board and to the Administrative Committee Secretary.  Such resignation shall be effective no
earlier than the date of the written notice.


 


6.2       Compensation
and Expenses


The members of the
Administrative Committee who are Employees shall serve without compensation for
services as a member.  All expenses of
the Administrative Committee shall be paid directly by the Company.  Such expenses may include any expenses
incident to the functioning of the Administrative Committee, including, but not
limited to, fees of the Plan’s accountants, outside counsel and other
specialists and other costs of administering the Plan.


 


6.3       Manner
of Action


A majority of the members of
the Administrative Committee at the time in office shall constitute a quorum
for the transaction of business.  All
resolutions adopted and other actions taken by the Administrative Committee at
any meeting shall be by the vote of a majority of those present at any such
meeting.  The Administrative Committee
may take action without a meeting if a majority of the members at the time in
office give written consent.


 


6.4       Chairman,
Secretary, and Employment of Specialists


The members of the
Administrative Committee shall elect one of their number as Chairman and shall
elect a Secretary who may, but need not, be a member.  They may authorize one or more of their
number or any agent to execute or deliver any instrument or instruments on
their behalf, and may employ such counsel, auditors, and other specialists and
such other services as they may require in carrying out the provisions of the
Plan.


 


6.5       Subcommittees


The Administrative Committee
may appoint one or more subcommittees and delegate such of its power and duties
as it deems desirable to any such subcommittee, in which case every reference
herein made to the Administrative Committee shall be deemed to mean or include
the subcommittees as to matters within their jurisdiction.  The members of any such subcommittee shall
consist of such officers or other employees of the Company and such other
persons as the Administrative Committee may appoint.


 


6.6       Other
Agents


The Administrative Committee
may also appoint one or more persons or agents to aid it in carrying out its
duties as a fiduciary, and delegate such of its powers and duties as it deems
desirable to such person or agents.


 


27













 


6.7       Records


All resolutions,
proceedings, acts, and determinations of each Committee shall be recorded by
the Secretary thereof or under his supervision, and all such records, together
with such documents and instruments as may be necessary for the administration
of the Plan, shall be preserved in the custody of the Secretary.


 


6.8       Rules


Subject to the limitations
contained in the Plan, the Administrative Committee shall be empowered from
time to time in its discretion to adopt by-laws and establish rules for
the conduct of its affairs and the exercise of the duties imposed upon it under
the Plan.


 


6.9       Powers
and Duties


The Administrative Committee
shall have responsibility for the general administration of the Plan and for
carrying out its provisions. The Administrative Committee shall have such
powers and duties as may be necessary to discharge its functions hereunder,
including, but not limited to, the following:


 


(a)                                  To construe and interpret the Plan, to supply
all omissions from, correct deficiencies in and resolve ambiguities in the
language of the Plan;


 


(b)                                 To decide all questions of eligibility, to
determine the right of any person to an allocation and the amount thereof, and
to determine the manner and time of payment of any benefits hereunder, all in
accordance with the Plan;


 


(c)                                  To obtain from the Employees such information
as shall be necessary for the proper administration of the Plan and, when
appropriate, to furnish such information promptly to other persons entitled
thereto;


 


(d)                                 To prepare and distribute, in such manner as
the Company determines to be appropriate, information explaining the Plan; and


 


(e)                                  To establish and maintain such accounts in
the name of each Participant as are necessary.


 


In administering the Plan,
the Administrative Committee shall exercise its powers in a manner designed to
ensure that the Plan complies with the requirements of Code section 409A,
to the extent applicable.


 


6.10     Decisions
Conclusive


The Administrative Committee
shall exercise its powers hereunder in a uniform and nondiscriminatory
manner.  Any and all disputes with
respect to the Plan which may arise involving Participants or their
Beneficiaries shall be referred to the Administrative Committee and its
decision shall be final, conclusive, and binding.  Furthermore, if any question arises as to the
meaning, interpretation, or application of any provision hereof, the decision
of the Administrative Committee with respect thereto shall be final.


 


28













 


6.11     Fiduciaries


The fiduciaries named in
this Article shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under this
Plan.  The Company shall have the sole
authority to amend or terminate, in whole or in part, this Plan. The
Administrative Committee shall be a fiduciary under the Plan and shall have the
sole responsibility for the administration of this Plan.  The officers and Employees of the Company
shall have the responsibility of implementing the Plan and carrying out its
provisions as the Administrative Committee shall direct.  A fiduciary may rely upon any direction,
information, or action of another fiduciary as being proper under this Plan,
and is not required under this Plan to inquire into the propriety of any such
direction, information, or action.  It is
intended under this Plan that each fiduciary shall be responsible for the
proper exercise of his own powers, duties, responsibilities, and obligations
under this Plan and shall not be responsible for any act or failure to act of
another fiduciary.  No fiduciary
guarantees in any manner the payment of benefits from this Plan.  Any party may serve in more than one
fiduciary capacity with respect to the Plan.


 


6.12     Notice
of Address


Each person entitled to
benefits from the Plan must file with the Administrative Committee or its
agent, in writing, his mailing address and each change of his mailing address.
Any communication, statement, or notice addressed to such a person at his
latest reported mailing address will be binding upon him for all purposes of
the Plan, and neither the Administrative Committee nor the Company shall be
obliged to search for or ascertain his whereabouts.


 


6.13     Data


All persons entitled to
benefits from the Plan must furnish to the Administrative Committee such
documents, evidence, or information, including information concerning marital
status, as the Administrative Committee considers necessary or desirable for
the purpose of administering the Plan. 
It shall be an express condition of the Plan that each such person must
furnish such information and sign such documents as the Administrative
Committee may require before any benefits become payable from the Plan,
provided that payment shall in all cases be made by the time required by Code
section 409A.  The Administrative
Committee shall be entitled to distribute to a non-spouse Beneficiary in
reliance upon the signed statement of the Participant that he is unmarried
without any further liability to a spouse if such statement is false.


 


6.14     Adjustments


Subject to the requirements
of Code section 409A, the Administrative Committee may adjust benefits under
the Plan or make such other adjustments with respect to a Participant or
Beneficiary as are required to correct administrative errors or provide uniform
treatment in a manner consistent with the intent and purposes of the Plan.


 


6.15     Member’s
Own Participation


No member of the
Administrative Committee may act, vote or otherwise influence a decision
specifically relating to his own participation under the Plan.


 


29












 


6.16       Indemnification


 


(a)           To the extent permitted by the Company’s
bylaws and applicable law, the Company shall indemnify and hold harmless each
of the following persons (“Indemnified Persons”) under the
terms and conditions of this section:


 


(1)           The Administrative Committee and each of its members, which, for
purposes of this section, includes any Employee to whom the Administrative
Committee has delegated fiduciary or other duties.


 


(2)           The Board and each member of the Board and any Employer who has responsibility
(whether by delegation from another person, an allocation of responsibilities
under the terms of this Plan document, or otherwise) for a fiduciary duty, a
nonfiduciary settlor function (such as deciding whether to approve a plan
amendment), or a nonfiduciary administrative task relating to the Plan.


 


(b)           The Company shall indemnify and hold harmless each Indemnified Person
against any and all claims, losses, damages, and expenses, including reasonable
attorney’s fees and court costs, incurred by that person on account of his or
her good faith actions or failures to act with respect to his or her
responsibilities relating to the Plan. The Company’s indemnification shall
include payment of any amounts due under a settlement of any lawsuit or investigation,
but only if the Company agrees to the settlement.


 


(1)           An Indemnified Person shall be indemnified under this section only if
he or she notifies an Appropriate Person at the Company of any claim asserted
against or any investigation of the Indemnified Person that relates to the
Indemnified Person’s responsibilities with respect to the Plan.


 


(A)          A person is an “Appropriate Person” to receive
notice of the claim or investigation if a reasonable person would believe that
the person notified would initiate action to protect the interests of the
Company in response to the Indemnified Person’s notice.


 


(B)           The notice may be provided orally or in writing. The notice must be
provided to the Appropriate Person promptly after the Indemnified Person
becomes aware of the claim or investigation. 
No indemnification shall be provided under this section to the extent
that the Company is materially prejudiced by the unreasonable delay of the
Indemnified Person in notifying an Appropriate Person of the claim or investigation.


 


(2)           An Indemnified Person shall be indemnified under this section with
respect to attorney’s fees, court costs or other litigation expenses or any
settlement of 


 


30













 


such litigation only if the Indemnified
Person agrees to permit the Company to select counsel and to conduct the
defense of the lawsuit.


 


(3)           No Indemnified Person shall be indemnified under this section with
respect to any action or failure to act that is judicially determined to constitute
or be attributable to the willful misconduct of the Indemnified Person.


 


(4)           Payments of any indemnity under this section shall be made only from
insurance or other assets of the Company. The provisions of this section shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or as may be provided by the Company under any by-law,
agreement or otherwise, provided that no expense shall be indemnified under
this section that is otherwise indemnified by the Company or by an insurance
contract purchased by the Company.


 


(5)           Payment of any indemnity under this section that is not exempt from
Code section 409A shall comply with Code section 409A’s requirements for
reimbursement plans, as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv) (or
any successor provision).  For this
purpose, (i) the indemnity under this section shall continue for
the Indemnified Person’s lifetime, and, if later, until the complete
disposition of all covered claims, (ii) 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; (iii) 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 (iv) 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, pursuant to paragraph (3) above or
otherwise, that the Indemnified Person is not entitled to indemnification, the
Indemnified Person shall promptly repay such amount to the Company.


 


31













 


Article 7. Amendment and
Termination


 


7.1         Amendment and Termination


The Company expects the Plan
to be permanent, but since future conditions affecting the Company or any
Employer cannot be anticipated or foreseen, the Company must necessarily and does
hereby reserve the right to amend, modify, or terminate the Plan at any time by
action of the Board, except that no amendment shall reduce the dollar amount
permanently credited to a Participant’s account and any such termination or
amendment shall apply uniformly to all Participants.  The Administrative Committee, in its
discretion, may amend the Plan if it finds that such amendment does not
significantly increase or decrease benefits or costs.  Notwithstanding the foregoing, the Board or
the Administrative Committee may amend the Plan to:


 


(a)           Ensure that this Plan complies with the requirements of Code
section 409A for deferral of taxation on compensation deferred hereunder
until the time of distribution; and


 


(b)           Add provisions for changes to elections as to time and manner of
distributions and other changes that comply with the requirements of Code
section 409A for the deferral of taxation on deferred compensation until
the time of distribution.


 


7.2         Payments Upon Termination


If the Plan is terminated,
distributions to Participants and Beneficiaries shall be made on the dates on
which such distributions would be made under the Plan without regard to such
termination, except that payments may, in the discretion of the Board, be
accelerated if:


 


(a)           Accelerated payment is permitted under Treas. Reg. § 1.409A-3(j)(4)(ix) (or
any successor provision); or


 


(b)           The Plan is terminated because Participants have become subject to tax
on their deferrals due to the Plan’s failure to satisfy the requirements of Code
section 409A.  Payment to a Participant
may not exceed the amount required to be included in income as a result of such
failure.


 


7.3         Reorganization of Employer


In the event of a merger or
consolidation of an Employer, or the transfer of substantially all of the
assets of an Employer to another corporation, such continuing, resulting or
transferee corporation shall have the right to continue and carry on the Plan
and to assume all liabilities of the Employer hereunder without obtaining the
consent of any Participant or Beneficiary. 
If such successor shall assume the liabilities of the Employer
hereunder, then the Employer shall be relieved of all such liability, and no
Participant or Beneficiary shall have the right to assert any claim against the
Employer for benefits under or in connection with the Plan.


 


32













 


Article 8. Claims and Appeals
Procedures


 


8.1         Application for Benefits


All applications for
benefits under the Plan shall be submitted to: Occidental Petroleum
Corporation, Attention: Administrative Committee, 10889 Wilshire Blvd., Los
Angeles, CA 90024.  Applications for
benefits must be in writing on the forms prescribed by the Administrative
Committee and must be signed by the Participant, Beneficiary, spouse, Alternate
Payee, or other person claiming benefits under this Plan (each of which may be “Claimant”).


 


8.2         Claims Procedure for Benefits


 


(a)           If a Claimant believes he is entitled to a
benefit, or a benefit different from the one received, then the Claimant may
file a claim for the benefit by writing a letter to the Administrative
Committee or its authorized delegate. 
Any such claim must be made no later than the time prescribed by Treas.
Reg. § 1.409A-3(g) (or any successor provision).


 


(b)           Within a reasonable period of time, but not later than 90 days after
receipt of a claim for benefits, the Administrative 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 Administrative 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 Administrative Committee or its delegate expects to render a
determination on the claim.


 


(c)           In the case of an adverse benefit determination, the Administrative
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:


 


(1)           The specific reason or reasons for the adverse benefit determination;


 


(2)           Reference to the specific Plan provisions on which the adverse benefit
determination is based;


 


(3)           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


 


(4)           A description of the Plan’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 8.3.


 


33













 


(d)           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 Administrative Committee, may
request that the Administrative 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
Administrative 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.


 


(e)           Within a reasonable period of time, but not later than 60 days after
receipt of such request for review, the Administrative 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 initial 60-day period.  If an extension is necessary, the
Administrative 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 Administrative 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 Administrative 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:


 


(1)           The specific reason or reasons for the adverse final benefit
determination;


 


(2)           Reference to the specific Plan provisions on which the adverse final
benefit determination is based;


 


(3)           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


 


(4)           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 8.3.


 


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


 


34













 


8.3         Limitations on Actions


 


All decisions made under the
procedure set out in this Article shall be final and there shall be no
further right of appeal.  No person may
initiate a lawsuit before fully exhausting the claims procedures set out in
this Article, including appeal.  To
provide for an expeditious resolution of any dispute concerning a claim for
benefits that has been denied and to ensure that all evidence pertinent to such
claim is available, no lawsuit may be brought contesting a denial of benefits more
than the later of:


 


(a)           180 days after receiving the written response of the Administrative
Committee to an appeal; or


 


(b)           365 days after an applicant’s original application for benefits.


 


35













 


Article 9. General Provisions


 


9.1         Unsecured General Creditor


The rights of a Participant,
Beneficiary, Alternate Payee or their heirs, successors, and assigns, as
relates to any Company or Employer promises hereunder, shall not be secured by
any specific assets of the Company or any Employer, nor shall any assets of the
Company or any Employer be designated as attributable or allocated to the
satisfaction of such promises.


 


9.2         Trust Fund


The Company shall be
responsible for the payment of all benefits provided under the Plan.  At its discretion, the Company may establish
one or more trusts, with such trustees as the Board or Administrative Committee
may approve, for the purpose of providing for the payment of such benefits.  Such trust or trusts may be irrevocable, but
the assets thereof shall be subject to the claims of the Company’s
creditors.  To the extent any benefits
provided under the Plan are actually paid from any such trust, the Company
shall have no further obligation with respect thereto, but to the extent not so
paid, such benefits shall remain the obligation of, and shall be paid by, the
Company.  No assets shall be transferred
to a trust if such transfer would result in the taxation of benefits prior to
distribution under Code section 409A(b).


 


9.3         Nonassignability


 


(a)           Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt the amount, if
any, payable hereunder, or any part thereof, or interest therein which are, and
all rights to which are, expressly declared to be unassignable and
non-transferable.  No part of the amounts
payable shall, prior to actual payment, be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed
by a Participant or any other person, nor be transferable by operation of law
in the event of a Participant’s or any other person’s bankruptcy or insolvency.


 


(b)           Notwithstanding
subsection (a), the right to benefits payable with respect to a
Participant pursuant to a Qualified Divorce Order may be created, assigned, or
recognized. The Administrative Committee shall establish appropriate policies
and procedures to determine whether a Divorce Order presented to the
Administrative Committee constitutes a qualified Divorce Order under this Plan,
and to administer distributions pursuant to the terms of Qualified Divorce
Orders.  In the event that a Qualified
Divorce Order exists with respect to benefits payable under the Plan, such
benefits otherwise payable to the Participant specified in the Qualified
Divorce Order shall be payable to the Alternate Payee specified in such
Qualified Divorce Order.


 


9.4         Release from Liability to Participant


A Participant’s right to
receive benefits under the Plan shall be reduced to the extent that any portion
of the account maintained for the Participant has been paid or set aside for
payment 


 


36













 


to an Alternate Payee
pursuant to a Qualified Divorce Order. 
The Participant shall be deemed to have released the Company and the
Plan from any claim with respect to such amounts in any case in which: (a) the
Company, the Plan, or any Plan representative has been served with legal
process or otherwise joined in a proceeding relating to such amounts; and (b) the
Participant fails to obtain an order of the court in the proceeding relieving
the Company and the Plan from the obligation to comply with the judgment,
decree or order.


 


9.5         Employment Not Guaranteed


Nothing contained in this
Plan nor any action taken hereunder shall be construed as a contract of
employment or as giving any Participant any right to be retained in employment
with the Company or any Employer.  Accordingly,
subject to the terms of any written employment agreement to the contrary, the
Company and Employer shall have the right to terminate or change the terms of
employment of a Participant at any time and for any reason whatsoever, with or
without cause.


 


9.6         Gender, Singular & Plural


All pronouns and any
variations thereof shall be deemed to refer to the masculine or feminine as the
identity of the person or persons may require. 
As the context may require, the singular may be read as the plural and
the plural as the singular.


 


9.7         Captions


The captions of the
articles, sections, and paragraphs of the Plan are for convenience only and
shall not control or affect the meaning or construction of any of its
provisions.


 


9.8         Validity


In the event any provision of
this Plan is held invalid, void, or unenforceable, the same shall not affect,
in any respect whatsoever, the validity of any other provision of this Plan.


 


9.9         Notice


Any notice or filing
required or permitted to be given to the Administrative Committee under the
Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the principal office of the Company.  Such notice shall be deemed given as to the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.


 


9.10       Applicable Law


The Plan shall be governed
by and construed in accordance with Code section 409A (or any successor
provision), and any regulations promulgated thereunder, to the extent
applicable, and in accordance with the laws of the State of California to the
extent such laws are not preempted by ERISA.


 


37













 


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

  



 


38













 


EXHIBIT A


 


 


Participants
with pre-October 4, 2004 Retainer Agreements


 


 




	
  Participant

  	
   

  	
  Status on November 1,
  2008

  	
   

  	
  Payment Commencement Year

  

  (for Participants with account

  balances)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Axelson, Jr., C.J.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Doucet, M.J.

  	
   

  	
  Retired with account
  balance

  	
   

  	
   

  	
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Freund, M.C.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hull Jr., C.W.

  	
   

  	
  Retired with account
  balance

  	
   

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hurst III, J.L.

  	
   

  	
  Retired with account
  balance

  	
   

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leach, A.R.

  	
   

  	
  Active

  	
   

  	
   

  	
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lorraine, R.A.

  	
   

  	
  Retired with account
  balance

  	
   

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oenbring, P.R.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vincent, P.G.

  	
   

  	
  Active

  	
   

  	
   

  	
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Watkins, A.A.

  	
   

  	
  Deceased; no account
  balance

  	
   

  	
   

  	
  N/A

  






 


39













 


EXHIBIT B


 


 


Participants
with post-October 3, 2004 Retainer Agreements


 


 




	
  Participant

  	
   

  	
  Status
  on

  November 1, 2008

  	
   

  	
  Payment Commencement

  Year

  (for Participants
  with

  account balances)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Allen, J.M.

  	
   

  	
  Retired with account
  balance

  	
   

  	
   

  	
  2008

  
	
  Bullock, B.J.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  
	
  LaBelle, D.E.

  	
   

  	
  Retired with account
  balance

  	
   

  	
   

  	
  2009

  
	
  Loving, R.P.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  
	
  Schmitt, R.H.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  
	
  Tayburn, J.W.

  	
   

  	
  Retired; no account
  balance

  	
   

  	
   

  	
  N/A

  






 


40