EX-4.5


 Exhibit 4.5 
  

					
		  	 Occidental Petroleum Corporation

Savings Plan
	  	
			
		  	 Amended and Restated
 Effective as of
January 1, 2015
	  	







 Contents 
  

 
  

					
	 Article 1. Introduction
	  	 	1	  
	 1.1 Background and History
	  	 	1	  
	 1.2 Conformance with PPA and Interim Guidance
	  	 	1	  
	 1.3 Restatement of Plan
	  	 	1	  
	 1.4 Purpose and Applicability of the Plan
	  	 	1	  
	 1.5 Structure of the Plan
	  	 	2	  
		
	 Article 2. Definitions and Construction
	  	 	3	  
	 2.1 Definitions
	  	 	3	  
	 2.2 Gender and Number
	  	 	22	  
	 2.3 Headings
	  	 	22	  
	 2.4 Requirement to Be in “Written Form”
	  	 	22	  
	 2.5 Severability
	  	 	22	  
	 2.6 Applicable Law
	  	 	22	  
		
	 Article 3. Participation, Service and Vesting
	  	 	23	  
	 3.1 Date of Participation
	  	 	23	  
	 3.2 Duration
	  	 	23	  
	 3.3 Transfers
	  	 	23	  
	 3.4 Service
	  	 	23	  
	 3.5 Vesting
	  	 	24	  
	 3.6 Forfeiture of Contingent Interests
	  	 	26	  
		
	 Article 4. Active Participant Contributions
	  	 	27	  
	 4.1 Pretax Deferrals and After-Tax Contributions
	  	 	27	  
	 4.2 Catch-Up Contributions
	  	 	27	  
	 4.3 Election Procedures
	  	 	28	  
	 4.4 Salary Reduction
	  	 	29	  
	 4.5 Deposit and Crediting of Deferrals and Contributions
	  	 	29	  
		
	 Article 5. Employer Contributions
	  	 	30	  
	 5.1 Employees Eligible for Matching Contributions
	  	 	30	  
	 5.2 Amount of Matching Contributions
	  	 	30	  
	 5.3 Depositing and Crediting Matching Contributions
	  	 	30	  
		
	 Article 6. Benefit Limitations
	  	 	32	  
	 6.1 Elective Deferral Limit
	  	 	32	  


  
 i 








					
	 6.2 Discrimination Limits on Pretax Deferrals
	  	 	33	  
	 6.3 Corrective Measures if ADP Test Failed
	  	 	35	  
	 6.4 Discrimination Limits on Matching Contributions, After-Tax Contributions, and Adjustment
Contributions
	  	 	38	  
	 6.5 Corrective Measures if ACP Test Failed
	  	 	40	  
	 6.6 Limitation on Annual Additions
	  	 	43	  
	 6.7 Limitation on Pay Taken Into Account
	  	 	46	  
	 6.8 Deductibility Limitation
	  	 	46	  
		
	 Article 7. Benefit Distributions
	  	 	47	  
	 7.1 Distributions Generally
	  	 	47	  
	 7.2 In-Service Withdrawals
	  	 	47	  
	 7.3 Benefits Upon Separation from Service
	  	 	48	  
	 7.4 Payment Rules
	  	 	49	  
	 7.5 Death Benefits
	  	 	53	  
	 7.6 Required Minimum Distributions
	  	 	54	  
	 7.7 Mandatory Tax Withholding and Direct Rollovers
	  	 	58	  
		
	 Article 8. Participant Loans
	  	 	61	  
	 8.1 Availability of Loans
	  	 	61	  
	 8.2 Amount of Loan
	  	 	61	  
	 8.3 Procedures for Loans
	  	 	61	  
		
	 Article 9. Investment Elections
	  	 	62	  
	 9.1 Investment of Contributions
	  	 	62	  
	 9.2 Transfers of Existing Balances
	  	 	63	  
	 9.3 Transfer of Assets
	  	 	64	  
	 9.4 Reserved
	  	 	64	  
	 9.5 Matching Account Diversification Rights After August 1, 2004
	  	 	64	  
		
	 Article 10. Participant Accounts and Records of the Plan
	  	 	66	  
	 10.1 Accounts and Records
	  	 	66	  
	 10.2 Account Value
	  	 	66	  
	 10.3 Investment Funds
	  	 	66	  
	 10.4 Unit Value of Investment Funds
	  	 	66	  
	 10.5 Calculation of Unit Value
	  	 	67	  
	 10.6 Valuation Adjustments
	  	 	67	  
	 10.7 Debiting of Accounts upon Distribution, Withdrawal, Loan or Charge
	  	 	67	  
	 10.8 Unit Value upon Transfer of Investment Funds
	  	 	67	  
	 10.9 Oxy Stock Fund Valuation
	  	 	67	  
	 10.10 Value of Accounts
	  	 	68	  
	 10.11 Cost Account
	  	 	68	  
	 10.12 Rollover Contributions
	  	 	68	  
	 10.13 Merger of the MidCon Corp. ESOP
	  	 	71	  
	 10.14 Merger of the Occidental Chemical Corporation Savings and Investment Plan
	  	 	71	  


  
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	 10.15 Merger of the OxyVinyls, LP Savings Plan
	  	 	71	  
	 10.16 Merger of the Oxy Permian Savings Plan
	  	 	71	  
	 10.17 Merger of the THUMS Long Beach Company Savings and Investment Plan
	  	 	71	  
	 10.18 California Resources Corporation Stock Fund Valuation
	  	 	71	  
		
	 Article 11. Financing
	  	 	73	  
	 11.1 Trust Fund
	  	 	73	  
	 11.2 Oxy Stock Fund
	  	 	73	  
	 11.3 Forfeitures
	  	 	77	  
	 11.4 Non-Reversion
	  	 	77	  
	 11.5 Direct Transfer of Assets from Plans of Acquired Entities
	  	 	78	  
	 11.6 California Resources Corporation Stock Fund
	  	 	78	  
		
	 Article 12. Administration
	  	 	79	  
	 12.1 The Administrative Committee
	  	 	79	  
	 12.2 Chairperson, Secretary, and Employment of Specialists
	  	 	79	  
	 12.3 Compensation and Expenses
	  	 	79	  
	 12.4 Manner of Action
	  	 	79	  
	 12.5 Subcommittees
	  	 	80	  
	 12.6 Other Agents
	  	 	80	  
	 12.7 Records
	  	 	80	  
	 12.8 Rules
	  	 	80	  
	 12.9 Administrative Committee’s Powers and Duties
	  	 	80	  
	 12.10 Investment Responsibilities
	  	 	81	  
	 12.11 Administrative Committee’s Decisions Conclusive
	  	 	82	  
	 12.12 Indemnity
	  	 	82	  
	 12.13 Fiduciaries
	  	 	84	  
	 12.14 Notice of Address
	  	 	84	  
	 12.15 Data
	  	 	85	  
	 12.16 Benefit Claims Procedures
	  	 	85	  
	 12.17 Member’s Own Participation
	  	 	88	  
		
	 Article 13. Amendment and Termination
	  	 	89	  
	 13.1 Amendment and Termination
	  	 	89	  
	 13.2 Distribution on Termination
	  	 	89	  
	 13.3 Successors
	  	 	89	  
	 13.4 Plan Merger or Transfer
	  	 	89	  
		
	 Article 14. Participating Affiliates
	  	 	90	  
	 14.1 Adoption of the Plan
	  	 	90	  
	 14.2 Conditions of Participation
	  	 	90	  
	 14.3 Termination of Participation
	  	 	90	  
	 14.4 Consequences of the Termination of an Employer
	  	 	91	  


  
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	 Article 15. Top-Heavy Provisions
	  	 	93	  
	 15.1 Application of Top-Heavy Provisions
	  	 	93	  
	 15.2 Definitions Applicable to this Article
	  	 	93	  
	 15.3 Determination of Top-Heavy Ratio
	  	 	94	  
	 15.4 Required Minimum Allocations
	  	 	95	  
	 15.5 Required Minimum Vesting
	  	 	95	  
	 15.6 Employees Covered by Collective Bargaining Agreement
	  	 	96	  
		
	 Article 16. Miscellaneous Provisions
	  	 	97	  
	 16.1 No Enlargement of Employment Rights
	  	 	97	  
	 16.2 No Examination or Accounting
	  	 	97	  
	 16.3 Investment Risk
	  	 	97	  
	 16.4 Non-Alienation
	  	 	97	  
	 16.5 Incompetency
	  	 	99	  
	 16.6 Records Conclusive
	  	 	99	  
	 16.7 Counterparts
	  	 	99	  
	 16.8 Service of Legal Process
	  	 	99	  
	 16.9 Unclaimed Benefits
	  	 	99	  
	 16.10 Qualified Military Service
	  	 	100	  


  
 iv 







 Article 1. Introduction 

1.1 Background and History 
 Occidental Petroleum
Corporation (“Company”) established the Occidental Petroleum Corporation Savings Plan (“Plan”) as of January 1, 1984 for the benefit of Eligible Employees. Over the years, the Plan has been amended and restated a number of
times to reflect design modifications (including the merger of other plans into this Plan) as well as to comply with statutory and regulatory changes. (As used in this Article, capitalized terms with special meanings are defined in Article 2 of
this Plan.) 
 1.2 Conformance with PPA and Interim Guidance 

The Plan has previously been amended to reflect certain provisions of the Pension Protection Act of 2006 (“PPA”). The Plan is being amended to
make interim and good faith amendments in accordance with Revenue Procedure 2007-44 through the 2014 Cumulative List of Changes in Plan Qualification Requirements (as set forth in Notice 2014-77), and to make other appropriate changes to the Plan. 
 1.3 Restatement of Plan 

Effective as of January 1, 2015, the Company hereby restates the Plan document to incorporate all amendments previously adopted and to make further
amendments and changes as reflected herein. The provisions of this restatement shall be effective as of January 1, 2015, except as specifically provided in this document. Where a particular provision of this restatement has an effective
date earlier than January 1, 2015, the relevant provision of this restatement shall supersede the corresponding provision of the prior version of the Plan as of the earlier effective date. Where a particular provision of this restatement
has an effective date later than January 1, 2015, the relevant provision of the prior version of the Plan shall continue to apply prior to such effective date. 

1.4 Purpose and Applicability of the Plan 
 This Plan is
intended to encourage and assist Eligible Employees in adopting a regular program of savings to provide additional security for their retirement. Except as otherwise provided herein, the provisions of this Plan restatement are applicable only to
Eligible Employees on or after January 1, 2015. Unless otherwise explicitly provided in this Plan restatement, the Plan provisions in effect prior to this restatement shall continue to govern the terms and conditions of the Plan prior to
January 1, 2015. 
 Notwithstanding any contrary Plan provision, if any modification of ERISA or the Code (or regulations or rulings thereunder)
requires that a conforming Plan amendment be adopted as of a stated effective date in order for the Plan to continue to be a qualified plan, this Plan shall be operated in accordance with such requirements until the date when a conforming Plan
amendment is adopted. 

  
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 1.5 Structure of the Plan 

The Plan is intended to qualify as a stock bonus plan under Code section 401(a) that includes a qualified cash or deferred under Code
section 401(k)(2). 
 Effective June 1, 2002, to enable the deduction on dividends paid on certain employer securities as permitted by Code
section 404(k), the Matching Accounts, or portions thereof, invested in the Oxy Stock Fund under the Plan, at any point in time and in the aggregate, are intended to qualify, and are hereby designated, as an employee stock ownership plan
(“ESOP”), within the meaning of Code section 4975(e)(7). Effective July 19, 2007, to expand the availability of the deduction on dividends paid on employer securities as permitted by Code section 404(k), the ESOP
is expanded to include the Oxy Stock Fund and the portions of Matching Accounts not invested in the Oxy Stock Fund shall cease to constitute part of the ESOP. On or before July 18, 2007, the Matching Accounts, or portions
thereof, invested in the Oxy Stock Fund under the Plan, at any point in time, taken together, and effective on or after July 19, 2007, all assets invested in the Oxy Stock Fund at any point in time, regardless of funding source, constitute
an “eligible individual account plan,” as defined in ERISA section 407(d)(3), which explicitly provides for the acquisition and holding of and investment primarily in shares of Oxy Stock which constitute “qualifying employer
securities,” as described in Code section 4975(e)(8), and “employer securities,” as defined in Code section 409(l). 

The Company intends that the Plan and the ESOP together shall constitute a single plan under ERISA and the Code. Accordingly, the provisions set forth in the
other sections of the Plan shall apply to the ESOP in the same manner as those provisions apply to the remaining portions of the Plan, except to the extent that those provisions are by their terms inapplicable to the ESOP, or to the extent that they
are inconsistent with the specific provisions set forth herein. Except as set forth in specific provisions herein that are related to the ESOP, including but not limited to Plan section 9.5, the designation of any portion of the Plan constituting
part of the ESOP shall not affect any Beneficiary designations or any other applicable agreements, elections or consents that Participants, Spouses, Alternate Payees or Beneficiaries validly executed under the terms of the Plan before
June 1, 2002, the effective date of the ESOP; and such designations, agreements, elections, and consents shall apply under the ESOP in the same manner as they apply under the Plan. 

  
 2 







 Article 2. Definitions and Construction 

2.1 Definitions 
 Whenever used in the Plan, the following
terms shall have the respective meanings set forth below, unless otherwise expressly provided; and when the defined meaning is intended, the term is capitalized. 
  

	(a)	“Account” means the separate recordkeeping account maintained for each Participant which represents his or her total proportionate interest in the Trust Fund and which consists of the sum of following:


  

	 	(1)	After-Tax Account; 

  

	 	(2)	ESOP Dividend Account; 

  

	 	(3)	Matching Account; 

  

	 	(4)	Pretax Account; and 

  

	 	(5)	Rollover Account. 

 The term “Account” shall also include any separate account
established on behalf of an Alternate Payee pursuant to a Qualified Domestic Relations Order or a Beneficiary following the Participant’s death. 
  

	(b)	“Accounting Date” means any day on which trading occurs on the New York Stock Exchange. 

  

	(c)	“ACP Test” means the average contribution percentage test performed in accordance with Plan section 6.4. 

  

	(d)	“Active Participant” means any Eligible Employee who: 

  

	 	(1)	Has met the requirements to become a Participant as set forth in Article 3, 

  

	 	(2)	Continues to be employed as an Eligible Employee, and 

  

	 	(3)	Has not become an Inactive Participant or Former Participant. 

  

	(e)	“Actual Deferral Percentage” means, for each group of Participants for any period, the average of the ratios (calculated separately for each Participant in each group) of Pretax Deferrals taken into
account under the rules of this paragraph made on behalf of the Participant for the Plan Year to that Participant’s Testing Compensation earned while a Participant for the Plan Year. Such ratios and the Actual Deferral Percentage for each group
shall be calculated to the nearest one-hundredth of 1 percent of a Participant’s Testing Compensation. If Pretax Deferrals cannot be taken into account under the ADP Test because they do not meet the
following rules, then such amount must satisfy the nondiscrimination requirements of Code section 401(a)(4) for the Plan Year for which they are made. The following rules shall apply in determining the Average Deferral Percentages:



  
 3 








	 	(1)	Pretax Deferrals shall be taken into account for the Plan Year in determining a Participant’s Actual Deferral Percentage only if all of the following requirements are met: 


 

	 	(A)	The Pretax Deferral is allocated as of a date in the Plan Year and the allocation is not contingent on the Participant’s participation in the Plan or performance of services for an Employer after the allocation
date. 

  

	 	(B)	The Pretax Deferral is contributed to the Trust Fund no more than 12 months after the last day of the Plan Year. 

  

	 	(C)	The Pretax Deferral is made on account of the Participant’s election to reduce Earnings that would otherwise be paid within that Plan Year. Notwithstanding the foregoing, to the extent elected by the Administrative
Committee on an uniform basis, Pretax Deferrals may be taken into account for the Plan Year if they are attributable to services performed during the Plan Year and, but for the Participant’s election to reduce Earnings, would have been received
by the Participant after the last day of the Plan Year but within 2 1⁄2 months after the last day of the Plan Year. If the Administrative Committee makes this
election for a Plan Year, then the Pretax Deferrals shall be taken into account only in the ADP Test (or the ACP Test) for that Plan Year and shall not be taken into account in the ADP Test (or the ACP Test) for any other Plan Year.


  

	 	(2)	If any Highly Compensated Employee is a participant under two or more qualified cash or deferred arrangements of the Company or any Affiliate (including this Plan), all such cash or deferred arrangements shall be
treated as one such arrangement for purposes of determining the Actual Deferral Percentage of the Highly Compensated Employee, except as provided in Treasury Regulations section 1.401(k)-2(a)(3)(ii).


  

	 	(3)	Pretax Deferrals of Highly Compensated Employees for the Plan Year shall include Excess Deferrals, whether or not such Excess Deferral is distributed under Plan section 6.1. 


 

	 	(4)	Pretax Deferrals taken into account under the ACP Test of Plan section 6.4 for the Plan Year shall not be taken into account under the ADP Test of this Plan section for the same or any other Plan Year.


  

	 	(5)	Pretax Deferrals made pursuant to Code section 414(u) shall not be taken into account for purposes of the ADP Test (or the ACP Test) for the Plan Year in which they are made or in any other Plan Year.



  
 4 








	(f)	“ADP Test” means the actual deferral percentage test performed in accordance with Plan section 6.2. 

  

	(g)	“Adjustment Contributions” means Pretax Deferrals which are recharacterized as After-Tax Contributions in order to comply with nondiscrimination tests of Code
sections 401(k) and 401(m), as described in Plan sections 6.2 and 6.4. To the extent required by Treasury Regulations section 1.401(m)-2(b)(3), Adjustment Contributions after recharacterization
shall be treated as: 

  

	 	(1)	After-Tax Contributions for purposes of Code sections 72, 401(a)(4), and 401(m); and 


 

	 	(2)	Pretax Deferrals for purposes of Code sections 401(a) (other than Code sections 401(a)(4), 401(k), and 401(m)), 404, 409, 411, 415, 416, and 417. 


 

	(h)	“Administrative Committee” means the committee appointed by the Board to administer the Plan in accordance with the applicable provisions of Article 12 of this Plan. 


 

	(i)	“Affiliate” means: 

  

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


 

	 	(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; and 


 

	 	(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. 


For purposes of paragraph (1), the determination of control shall be made without reference to paragraphs (a)(4) and (e)(3)(C) of
Code section 1563. For the purposes of applying the limitations of Plan sections 2.1(hhh) and 6.6, the phrase “more than 50 percent” shall be substituted for the phrase “at least 80 percent” each place it appears
in Code section 1563(a)(1). 
  

	(j)	“After-Tax Account” means the recordkeeping account which evidences the value of After-Tax Contributions and any Adjustment Contributions, including related
investment gains and losses of the Trust Fund. 

  

	(k)	“After-Tax Contributions” means the voluntary contributions made by a Participant to the Plan on an after-tax basis, as described in Plan section 4.1.


  

	(l)	“Alternate Payee” means, with respect to a Participant, any Spouse, former Spouse, child, or other dependent of that Participant, who is an alternate payee, within the meaning of Code
section 414(p)(8), and who is recognized by a Qualified Domestic Relations Order as having the right to receive all or a portion of the benefits payable under the Plan with respect to the Participant. 


  
 5 








	(m)	“Annual Addition” means the sum of the amounts described in Plan section 6.6(b). 

  

	(n)	“Annual Bonus” means up to the first $100,000 of bonus paid from an Employer to an Active 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). 

  

	(o)	“Average Contribution Percentage” means, for each group of Participants for any period, the average of the ratios (calculated separately for each Participant in each group) of the sum of Matching
Contributions, After-Tax Contributions, and Adjustment Contributions made on behalf of the Participant for the Plan Year to that Participant’s Testing Compensation earned while a Participant for the
Plan Year. Such ratios and Average Contribution Percentage for each group shall be calculated to the nearest one-hundredth of 1 percent of an Eligible Employee’s Testing Compensation. If Matching
Contributions, After-Tax Contributions or Adjustment Contributions cannot be taken into account under the ACP Test because they do not meet the following rules, then such amount must satisfy the
nondiscrimination requirements of Code section 401(a)(4) for the Plan Year for which they are made. The following rules shall apply in determining the Average Contribution Percentages: 


 

	 	(1)	After-Tax Contributions shall be taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year that the
After-Tax Contributions are transferred to the Trust Fund. For this purpose, an After-Tax Contribution is treated as transferred to the Trust Fund at the time it would
have been paid to the Participant if it is transferred to the Trust Fund within a reasonable time after the amount is withheld from the Participant’s Earnings. 


 

	 	(2)	Adjustment Contributions are taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year in which the Adjustment Contributions are includible in the gross income of the
Participant. 

  

	 	(3)	Matching Contributions are taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year only if all of the following are met: 


 

	 	(A)	The Matching Contribution is made account of the Participant’s Pretax Deferrals or After-Tax Contributions for the Plan Year. 


  
 6 








	 	(B)	The Matching Contribution is allocated to the Participant’s Matching Account as of a date within the Plan Year. 

  

	 	(C)	The Matching Contribution is transferred to the Trust Fund no more than 12 months after the last day of the Plan Year. 

  

	 	(4)	Any Matching Contributions that are forfeited because the Pretax Deferrals or After-Tax Contributions to which it relates is determined to be an Excess Deferral, an Excess
Contribution, or an Excess Aggregate Contribution for the Plan Year are not taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year. 


 

	 	(5)	If any Highly Compensated Employee is a participant under two or more Qualified Plans of the Company or any Affiliate (including this Plan) that provide for matching contributions or
after-tax contributions, all such contributions made by or on behalf of the Highly Compensated Employees under such Qualified Plans during the 12-month period that
coincides with the Plan Year shall be taken into account in determining the Average Contribution Percentage of the Highly Compensated Employee, except as provided in Treasury Regulations
section 1.401(m)-2(a)(3)(ii). 

  

	 	(6)	Matching Contributions and After-Tax Contributions made pursuant to Code section 414(u) shall not be taken into account for purposes of the ACP Test for the Plan Year in
which they are made or in any other Plan Year. 

  

	 	(7)	Subject to the conditions prescribed and to the extent permitted by Treasury Regulations section 1.401(m)-2(a)(6)(ii), the Administrative Committee may elect to take into
account Pretax Deferrals in computing Average Contribution Percentages. 

  

	(p)	“Base Pay” means the base salary and wages earned by an Active Participant from an Employer for services rendered, including amounts of Pretax Deferrals and amounts contributed pursuant to the Pretax
Spending Program. 

  

	 	(1)	Base Pay does not include: 

  

	 	(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 and amounts contributed pursuant to the Pretax Spending Program) to any pension plan or plan of deferred compensation; 


 

	 	(D)	Any amount contributed by an Employer (in addition to Pretax Deferrals and Catch-Up Contributions) to this Plan; 


  
 7 








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


 

	 	(F)	Allowances paid during furlough and, for purposes of paragraph (2)(F) below, such furloughs shall not be treated as paid leaves of absence. 


 

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

  

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


 

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


 

	 	(C)	For Active Participants compensated at an hourly rate, Base Pay 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, Compensation 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 Active Participants compensated on an eight, ten, twelve, or some other assigned hour Shift Basis and whose annual Base Pay is pre-determined under the Company’s payroll
recordkeeping, Base Pay for each pay period shall be the Active Participant’s pre-determined annual Base Pay (subject to the exclusions listed above) divided by the number of pay periods applicable to the Active Participant during the Plan
Year. For the purpose of this subsection, the term “Shift Basis” means any arrangement whereby Active 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 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 includes base salary or wages received during paid leaves of absence and periodic notice pay, but, effective July 1, 2006, Base Pay does not include single sum notice pay payments or any severance pay
payments. 


  
 8 








	 	(G)	Base Pay 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. 

  

	 	(H)	Base Pay includes any payment to a Participant who does not currently perform services for an Employer by reason of qualified military service (within the meaning of Code section 414(u)(1)) to the extent that the
payment does not exceed the amount that the Participant would have received if the Participant continued to perform services for the Employer rather than entering qualified military service. 


 

	(q)	“Beneficiary” means the person or persons (who may be named contingently or successively) designated by a Participant, an Alternate Payee, or a Beneficiary of a deceased Participant or a deceased
Alternate Payee to receive his or her Account in the event of death. 

 If a Participant is married and is under age 35, then
the Participant’s Beneficiary is the Participant’s Spouse and no Beneficiary designation shall be permitted. Each Participant (other than a married Participant who has not attained age 35), Alternate Payee, and spousal Beneficiary of a
deceased Participant or Alternate Payee may make a Beneficiary designation at any time, and any number of times, on a form prescribed by the Administrative Committee. Such designation will be effective only when filed in writing with the
Administrative Committee and, if applicable, only if spousal consent as described below has been obtained. Such Beneficiary designation shall revoke all prior designations by the same Participant, Alternate Payee, spousal Beneficiary, or deceased
Alternate Payee. 
 If no Beneficiary is designated at the time of the Participant’s or Alternate Payee’s death, or at the time of
death of the Beneficiary of a deceased Participant or Alternate Payee, or if no person so designated shall survive the Participant, Alternate Payee, or Beneficiary of a deceased Participant or Alternate Payee, the Beneficiary shall be the deceased
person’s Spouse, or if the deceased individual has no surviving Spouse, his or her surviving children equally, or if there are no surviving children, his or her surviving parents equally, or if only one parent is living, his or her living
parent, or if no parent is living, his or her surviving siblings equally, or if only one sibling is living, his or her surviving sibling, or if no sibling is living, his or her estate. 

The designation by a married Participant who has attained age 35 of someone other than the Participant’s Spouse as a Beneficiary shall be
invalid unless: 

  
 9 








	 	(1)	The Spouse consents in writing to the designation of any specific non-Spouse Beneficiary which may not be changed without the Spouse’s consent (unless the Spouse’s
consent expressly permits the Participant to change Beneficiary designations without further consent by the Spouse); 

  

	 	(2)	The consent acknowledges the effect of such designation; and 

  

	 	(3)	The consent is notarized. 

 No spousal consent shall be required if it is established to the
satisfaction of the Plan representative that such consent cannot be obtained because there is no Spouse or because the Spouse cannot be located. 

Notwithstanding the foregoing, where an Employee becomes a Participant through merger of his or her account from another plan into this Plan,
“Beneficiary” means the person or persons so designated under such other plan until a new Beneficiary designation is effected as described above by such Employee. 
  

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

  

	(s)	“Catch-Up Contributions” means the contributions made by the Employer, on or after June 30, 2002, on behalf of an Active Participant, who will have attained age 50 before the last day of the
Plan Year, on a pretax basis as elected by the Participant pursuant to Plan section 4.2. Catch-Up Contributions for the Plan Year may not exceed the limit in effect for such Plan Year under Code
section 414(v)(2)(B)(i), as adjusted pursuant to Code section 414(v)(2)(C). 

  

	(t)	“Code” means the Internal Revenue Code of 1986, as amended. Each Code reference in this Plan shall be deemed to include reference to any comparable or succeeding statutory provision which supplements or
replaces such Code reference. 

  

	(u)	“Company” means Occidental Petroleum Corporation. 

  

	(v)	“Disability” means the disability of: 

  

	 	(1)	Any Active Participant who is determined to be disabled under section 423 of Title 42 of the U. S. Code and who receives disability insurance benefits thereunder; or 


 

	 	(2)	Any Active Participant who is a participant in the Occidental Petroleum Corporation Long-Term Disability Plan or, prior to March 1, 2002, the OxyVinyls, LP Long-Term Disability Plan and who is determined to be disabled therein under the definition of “disability” applicable to the period beginning 24 months after the commencement of disability and who
receives benefits thereunder. 


  
 10 







 An Active Participant shall be considered to have incurred the Disability as of the time of the
commencement of the disability benefits as described above while the Active Participant was an Employee. 
 A Former Participant shall be
considered to have incurred the Disability and retroactively vest upon receipt of more than 18 months of benefits under the Occidental Petroleum Corporation Long-Term Disability Plan. 

A Participant who claims to have incurred the Disability as a result of being determined to be disabled under section 423 of Title 42 of
the U.S. Code must give written notice thereof to the Administrative Committee and submit, at the expense of the Participant, to the Administrative Committee such evidence of Disability as the Administrative Committee may require. Failure by a
Participant to comply with the foregoing requirements shall be deemed conclusive evidence that such Participant has not incurred the asserted Disability. All rules with respect to the determination of Disability shall be uniformly and consistently
applied to all Participants in similar circumstances. 
  

	(w)	“Earnings” means the sum of Base Pay and Annual Bonus paid to an Active Participant by an Employer during the Plan Year. Effective for Plan Years beginning after 2001, the annual Earnings of each
Participant taken into account in determining allocations for any Plan Year shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code
section 401(a)(17)(B). 

  

	(x)	“Eligible Dividends” means, as further described in Plan section 11.2: 

  

	 	(1)	Between June 1, 2002 and July 18, 2007, dividends paid on Oxy Stock held in the Oxy Stock Fund attributable to the Participant’s Matching Account constituting the ESOP portion of the Plan; and


  

	 	(2)	On or after July 19, 2007, dividends paid on Oxy Stock held in the Oxy Stock Fund constituting the ESOP portion of the Plan. 

  

	(y)	“Eligible Employee” means any Employee who is employed by an Employer, unless excluded under one or more of the following categories of Employees: 


 

	 	(1)	Represented Employees where retirement benefits were the subject of good faith bargaining between the Employer and the union, unless the collective bargaining agreement covering the Represented Employees expressly
provides participation in the Plan. Represented Employees covered by collective bargaining agreements providing for their participation in the Plan became Eligible Employees as of the dates noted in Appendix A. 


 

	 	(2)	Employees who are nonresident aliens who receive no earned income from the Employer which constitutes U.S.-source income under Code section 861(a)(3), unless the
Administrative Committee expressly makes the Plan available to such an Employee. 


  
 11 








	 	(3)	Leased Employees. 

  

	 	(4)	Employees of Occidental Oil and Gas Corporation who immediately before January 1, 2008 were eligible employees under the THUMS Long Beach Company Savings and Investment Plan (as defined in that plan) and who thus
continue to participate under that plan. Notwithstanding the previous sentence, effective July 1, 2008, Employees of Occidental Oil and Gas Corporation who immediately before July 1, 2008 were eligible employees under the THUMS Long
Beach Company Savings and Investment Plan (as defined in that plan) shall be Eligible Employees under this Plan. 

  

	(z)	“Employee” means any person employed by the Company or an Affiliate. 


Notwithstanding any other provision of this subsection, no individual shall be an Employee if such individual is not classified as a common-law employee in the employment records of the Company or an Affiliate, without regard to whether the individual is subsequently determined to have been a common-law
employee of the Company or an Affiliate. 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 Company or an Affiliate to perform services
for such entity in a relationship that the entity characterizes as other than an employment relationship, such as where the Company or the Affiliate 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 Company or Affiliate for purposes of pertinent Code sections or for any other purpose. 

 

	(aa)	“Employer” means the Company and any Affiliate which is designated, in accordance Article 14, by the Board or, if authorized by the Board, the Administrative Committee and which adopts the Plan.
Affiliates which are not corporations are not eligible to be Employers under the Plan. 

  

	(bb)	“ESOP” means, as further described in Plan section 1.5: 

  

	 	(1)	Between June 1, 2002 and July 18, 2007, the portion of the Plan comprised of the Matching Accounts, or portions thereof, invested in the Oxy Stock Fund under the Plan, at any point in time and in the
aggregate, and 

  

	 	(2)	On or after July 19, 2007, the Oxy Stock Fund, at any point in time and in the aggregate. 

  

	(cc)	 “ESOP Dividend Account” means the recordkeeping account which evidences the value of the Eligible Dividends paid on Oxy Stock held in
the Oxy Stock Fund attributable to the Participant’s Matching Account, including related investment 



  
 12 








	 	
gains and losses, for purposes of Plan sections 3.5(c)(2) and 11.2(d)(3). Eligible Dividends paid on Oxy Stock held in the Oxy Stock Fund attributable to other than the Participant’s
Matching Account shall be reflected for recordkeeping purposes in the After-Tax Account, Pretax Account or Rollover Account from which the Eligible Dividend is derived. 


 

	(dd)	“Excess Aggregate Contribution” means the amount contributed by or on behalf of a Highly Compensated Employee in excess of the ACP Test limit, as specified in Plan section 6.5. 


 

	(ee)	“Excess Contribution” means the amount deferred by a Highly Compensated Employee in excess of the ADP Test limit, as specified in Plan section 6.3. 


 

	(ff)	“Excess Deferral” means the amount deferred by a Participant on a pretax basis in excess of the dollar limit specified in Plan section 6.1. 


 

	(gg)	“ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended. Each ERISA reference in this Plan shall be deemed to include reference to any comparable or succeeding
statutory provision which supplements or replaces such ERISA reference. 

  

	(hh)	“Former Participant” means an Active Participant or Inactive Participant who has had a Separation from Service, but whose Account has not been fully distributed. 


 

	(ii)	“Highly Compensated Employee” means an Employee described in Code section 414(q) and includes any Employee who: 


 

	 	(1)	Was a 5-percent owner (as defined in Code section 416(i)(1)(B)(i)) at any time during the Plan Year or the preceding Plan Year; or 


 

	 	(2)	For the preceding Plan Year, received Section 415 Compensation in excess of $80,000 (as adjusted by reference to Code section 414(q)(1)). 


Employees who are nonresident aliens and who receive no U.S.-source income shall not be counted as
Employees when identifying Highly Compensated Employees. In determining Highly Compensated Employees, the Administrative Committee may make any of the elections permitted under Code section 414(q), IRS Notice
97-45 and any future guidance provided by the Internal Revenue Service. 
 A Former Participant shall
be treated as a former Highly Compensated Employee if the Participant was a Highly Compensated Employee in a separation year, as defined in Treasury Regulations section 1.414(q)–1T, Q&A 5, or after the date on which the participant
attained age 55. 
  

	(jj)	“Inactive Participant” means an Employee who was an active Participant but who is transferred to and is in a position of employment where he is no longer an Eligible Employee, as described in Plan
section 3.3(b). 


  
 13 








	(kk)	“Investment Committee” means the committee appointed by the Board to administer the investments of the Plan. 

  

	(ll)	“Investment Fund” means funds that has been approved by the Investment Committee for investment in the Trust Fund and includes the Oxy Stock Fund. The Investment Committee may, from time to time in
its discretion and in exercise of its fiduciary responsibilities, select different funds, add to the set of available funds, close funds to new investment, or remove one or more funds (except the Oxy Stock Fund). The current set of Investment
Funds shall be maintained and documented in Appendix B. 

  

	(mm)	“Leased Employee” means any person within the meaning of Code section 414(n)(2) who is not reported on the payroll records of the Company or any Affiliate as a common law employee and who provides
services to the Company or an Affiliate, but only if the services are provided under an agreement between the Company or Affiliate and a leasing organization, the person has performed services for the Company and Affiliates on a substantially full
time basis for a period of at least one year, and the services are performed under the primary direction or control of the Company or Affiliate that is the service recipient. 


Contributions or benefits provided to a Leased Employee by the leasing organization which are attributable to services performed for the
Company and Affiliates will be treated as provided by the Company or Affiliate. If a Leased Employee subsequently becomes an Eligible Employee, Service as a Leased Employee will be credited under the Plan to the extent required by Code
section 414(n). 
 Notwithstanding the foregoing, an individual will not be a Leased Employee for a Plan Year for nondiscrimination
testing or for any other purpose, if either paragraph (1) or (2) is applicable to that individual for that Plan Year. 
  

	 	(1)	The individual is covered by a money purchase pension plan meeting the requirements of Code Section 414(n)(5)(B) and Leased Employees, determined without regard to the limitation in this paragraph, do not
constitute more than 20% of all Nonhighly Compensated Employees of the Company and all Affiliates. 

  

	 	(2)	All requirements of this paragraph are satisfied for that Plan Year and each previous Plan Year with respect to which Code Section 414(n) was effective with respect to the Company or any Affiliate.


  

	 	(A)	The Qualified Plans of the Company and all Affiliates exclude Leased Employees from participation and no such Qualified Plan is top-heavy (within the meaning of Code Section 416); 


  
 14 








	 	(B)	The number of leased persons, providing services to the Company and all Affiliates during the Plan Year, is less than 5% of the number of Employees (excluding such leased persons and Highly Compensated Employees)
covered by any Qualified Plan maintained by the Company or any Affiliate at any time during such Plan Year. An individual is a leased person for this purpose if all of the following requirements are satisfied: 


 

	 	(i)	During the Plan Year, the individual performs any services for the Company or any Affiliate, other than as an Employee, and the requirements of Code section 414(n)(2)(A) (relating to performing services pursuant to
an agreement with the Company or any Affiliate) and Code section 414(n)(2)(C) (relating to performing services under the primary direction or control of the Company or any Affiliate) are satisfied. 


 

	 	(ii)	During the Plan Year, the individual is credited with at least 1,500 hours of service, including service performed as an Employee and in any other capacity. For purposes of this subparagraph, “hours of
service” has the same meaning as the term “hour of service” provided by Department of Labor Regulations section 2530.200b-2. If one of the equivalencies set forth in Department of Labor
Regulations section 2530.200b-3 is used, such equivalency shall be used on a reasonable and consistent basis and the 1,500-hour requirement must be adjusted
accordingly. With respect to determining whether an individual has satisfied the 1,500-hour requirement, reasonable approximations may be made. 


 

	 	(iii)	The individual either: 

  

	 	(I)	Is not covered under a Qualified Plan as an Employee at any time during the Plan Year; or 

  

	 	(II)	Performs at least 501 hours of service (reasonably adjusted if one of the equivalencies set forth in Department of Labor Regulations section 2530.200b–3 is used) for the Company or any Affiliate other than as
an Employee. 

  

	 	(C)	The Administrative Committee has not been notified by the leased person and provided satisfactory evidence by the leased person that he or she is a Leased Employee. 


 

	(nn)	“Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated Employee. 

  

	(oo)	“Nonrepresented Employees” means any Employee who is not a Represented Employee. 


  
 15 








	(pp)	“Matching Account” means the recordkeeping account which evidences the value of Matching Contributions, including related investment gains and losses of the Trust Fund. 


 

	(qq)	“Matching Contributions” means the contributions made by the Employer pursuant to Plan section 5.2 on account of Pretax Deferrals or After-Tax Contributions
made on behalf of or by the Participant. 

  

	(rr)	“MidCon Corp. ESOP” means the MidCon Corp. Employee Stock Ownership Plan as effective November 20, 1996. 

  

	(ss)	“Oxy Stock” means the common stock of Occidental Petroleum Corporation, which is the class of stock having the greatest voting power and dividend rights. Oxy Stock is readily tradable on established
securities market within the meaning of Treasury Regulation section 1.401(a)(35)-1(f)(5) for purposes of Code sections 401(a)(22), 401(a)(28)(C), 409(h)(1)(B), 409(l) and 1042(c)(1)(A). 


 

	(tt)	“Oxy Stock Fund” means the Investment Fund that is invested primarily in Oxy Stock and such short-term
interest-bearing securities as the Investment Committee or the Trustee considers advisable. 

  

	(uu)	“Participant” means an Active Participant, Inactive Participant, or a Former Participant, as applicable. 

  

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

  

	(ww)	“Pretax Account” means the recordkeeping account which evidences the value of Pretax Deferrals, including related investment gains and losses of the Trust Fund. 


 

	(xx)	“Pretax Deferrals” means the contributions made by the Employer on behalf of the Participant on a pretax basis as elected by the Participant pursuant to Plan section 4.1. 


 

	(yy)	“Pretax Spending Program” means the Occidental Petroleum Corporation Flexible Spending Accounts Plan. 

  

	(zz)	“Qualified Domestic Relations Order” means a qualified domestic relations order, within the meaning of Code section 414(p), which 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. 

  

	(aaa)	“Qualified Plan” means a plan, other than this Plan, which is qualified under Code section 401(a). 

  

	(bbb)	“Represented Employee” means any Employee, whose employment is subject to a collective bargaining agreement. 

  

	(ccc)	“Retirement Plan” means the Occidental Petroleum Corporation Retirement Plan. 


  
 16 








	(ddd)	“Rollover Account” means the recordkeeping account which evidences the value of Rollover Contributions, including related investment gains and losses of the Trust Fund. 


 

	(eee)	“Rollover Contributions” means the eligible contributions made at the direction of the Employee pursuant to Plan section 10.12. 


 

	(fff)	“Separation from Service” means any termination of the employment relationship between an Employee and the Company and all Affiliates. A Separation from Service shall be deemed to occur upon the earlier
of: 

  

	 	(1)	The date upon which the Employee quits, is discharged, is laid off, incurs a Disability, or dies; or 

  

	 	(2)	The first anniversary of the first day of a period in which the Employee is (and remains) absent from the Service for any reason (such as vacation, sickness, or approved leave of absence) not enumerated in
paragraph (1), provided that if an Employee is granted a leave of absence but fails to return to employment at the end of the leave period, Separation from Service will be deemed to have occurred upon the date the Employee was originally
granted a leave of absence. 

  

	 	(3)	Notwithstanding paragraph (2), the Separation from Service date of an Employee who is absent from Service beyond the first anniversary of the first day of absence by reason of a maternity or paternity leave is the
second anniversary of the first day of such absence. The period between the first and second anniversaries of the first day of absence from work is neither a period of Service nor a period of severance. For purposes of this paragraph, an absence
from work for maternity or paternity reasons means an absence: 

  

	 	(A)	By reason of the pregnancy of the individual; 

  

	 	(B)	By reason of the birth of a child of the individual; 

  

	 	(C)	By reason of the placement of a child with the individual in connection with the adoption of such child by such individual; or 

  

	 	(D)	For purposes of caring for such child for a period beginning immediately following such birth or placement. 


Effective for distributions after December 31, 2001, a transaction constituting a severance of employment, within the meaning of Code
section 401(k)(2)(B)(i)(I), with respect to an Employee shall also be deemed to be a Separation from Service. 
 An Employee of an
Employer who transfers to an Affiliate that is not an Employer shall not be treated as having a Separation from Service. Moreover, an Employee’s date of quit or discharge shall not be deemed to occur until any periodic notice payments, short-term disability payments, or weekly sickness and accident payments cease. 

  
 17 







 An Employee who is on leave of absence in order to serve the Armed Forces of the United States
shall not have a Separation from Service unless the Employee fails to report for work at the end of such leave and prior to expiration of the period in which the Employee has reemployment rights under law. The absence of any Employee who fails to
return to work within the allotted time shall be subject to the provisions of paragraph (2). 
  

	(ggg)	“Service” means the periods of employment credited using the elapsed time method described to an Employee under Plan section 3.4. 


 

	(hhh)	“Section 415 Compensation” means, with respect to a Participant for the period specified, the total cash and non-cash remuneration paid to a Participant by
the Employer or an Affiliate, determined as follows: 

  

	 	(1)	Section 415 Compensation includes all amounts described in Treasury Regulations section 1.415–2(d)(2), including: 

  

	 	(A)	All wages; bonuses; other amounts received (without regard to whether the amount is paid in cash) for personal services actually rendered in the course of employment with the Company or any Affiliate, to the extent that
the amounts are includible in gross income for federal income tax purposes and for which the Company or Affiliate is required to furnish to the Participant a written statement under Code sections 6041(d), 6051(a)(3), and 6052;


  

	 	(B)	Amounts paid or reimbursed by the Company or Affiliate for moving expenses incurred by the Participant, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not
deductible by the Participant under Code section 217; and 

  

	 	(C)	The value of a nonqualified stock option granted to the Participant by the Company or Affiliate, but only to the extent that the value of the option is includible in the gross income of the Participant, for federal
income tax purposes, for the taxable year in which granted. 

  

	 	(2)	In addition, Section 415 Compensation includes all of the following: 

  

	 	(A)	The Participant’s Pretax Deferrals and Catch-Up Contributions for the Plan Year; 

  

	 	(B)	Elective contributions that are excluded from the Participant’s gross income under a Code section 125 cafeteria plan maintained by the Participant’s Employer, such as the Pretax Spending Program; and



  
 18 








	 	(C)	Any elective deferral, as defined in Code section 402(g)(3), made under a plan maintained by the Company or any Affiliate, and any amount which is contributed to or deferred by the Company or any Affiliate at the
election of the Participant and which is not includible in the gross income of the Participant by reason of Code sections 125, 132(f)(4), 408(k), or 457. 


 

	 	(D)	Effective July 1, 2006, Section 415 Compensation includes remuneration paid by the later of 2 1⁄2 months after an
Employee’s Separation from Service or the end of the Plan Year that includes the date of the Employee’s Separation from Service with the Company or an Affiliate, if: 


 

	 	(i)	The payment is regular compensation for services during the Employee’s regular working hours, or compensation for services outside the employee’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar payments, and, absent a Separation from Service, the payments would have been paid to the Employee while the Employee continued in employment with the Company or an Affiliate; 


 

	 	(ii)	The payment is for unused accrued bona fide sick, vacation or other leave that the Employee would have been able to use if there had not been a Separation from Service; 


 

	 	(iii)	The payment is to an individual who does not currently perform services for the Company or any Affiliate by reason of qualified military service (within the meaning of Code section 414(u)(1)) to the extent the
payment does not exceed the amount the individual would have received if the individual had continued to perform services for the Company or an Affiliate rather than entering qualified military service; or 


 

	 	(iv)	Compensation paid to a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)), provided that salary continuation applies to all Participants who are permanently and totally
disabled for a fixed or determinable period. 

 Any payment not described above shall not be considered Section 415
Compensation if paid after a Separation from Service, even if paid by the later of 2 1⁄2 months after the Separation from Service or the end of the Plan Year
that includes the Separation from Service. Back pay shall be treated as Section 415 Compensation for the Plan Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included under
this definition. 

  
 19 








	 	(3)	However, Section 415 Compensation excludes all amounts described in Treasury Regulations section 1.415–2(d)(3), including the following amounts: 


 

	 	(A)	Any contributions made by the Company or any Affiliate to a plan of deferred compensation to the extent that, before the application of the limitations of Code section 415 to that plan, the contributions are not
includible in the gross income of the employee for the taxable year in which contributed; 

  

	 	(B)	Distributions from a plan of deferred compensation, regardless of whether such amounts are includible in the gross income of the employee when distributed; provided, however, that distributions from and any amounts
received by the Participant pursuant to an unfunded nonqualified plan are included in Section 415 Compensation in the year the amounts are includible in the gross income of the Participant; 


 

	 	(C)	Amounts realized from the exercise of a nonqualified stock option, or when restricted stock or property held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of
forfeiture; 

  

	 	(D)	Amounts realized from the exercise of an incentive stock option, as defined in Code section 422, or the sale, exchange, or other disposition (including a disqualifying disposition) of stock acquired through the
exercise of an incentive stock option; 

  

	 	(E)	Amounts realized from the sale, exchange, or other disposition of stock acquired under an employee stock purchase plan, as defined in Code section 423; and 


 

	 	(F)	Other amounts which receive special tax benefits, such as premiums for group-term life insurance, but only to the extent that the premiums are not includible in the gross income
of the employee for federal income tax purposes. 

  

	(iii)	“Supplemental Plan Participant” means a Participant in this Plan who is or was also a participant in the Occidental Petroleum Corporation Supplemental Retirement Plan, effective through
December 31, 2004, or the Occidental Petroleum Corporation Supplemental Retirement Plan II, effective as of January 1, 2005, as determined under Appendix G to this Plan. 


 

	(jjj)	 “Spouse” means the individual of the opposite sex and, effective as of June 26, 2013, also includes an individual of the same
sex, to whom a Participant is married, where the marriage was valid at the time the marriage ceremony was performed, in a state or foreign jurisdiction (the “Jurisdiction”) having legal authority to sanction such marriage, provided that
such marriage has not subsequently been legally dissolved. For purposes of the Plan, such a marriage shall be treated as valid even if 



  
 20 








	 	
the couple is domiciled in a Jurisdiction that does not recognize the validity of the marriage. Notwithstanding the foregoing, for the period beginning June 26, 2013 and ending
September 15, 2013, the Plan may be administered to recognize only those marriages between members of the same sex where the couple was domiciled in a Jurisdiction where the validity of the marriage was recognized during such period. For
purposes of the Plan, the term “marriage” does not include a registered domestic partnership, civil union or other similar formal relationship recognized under the laws of a Jurisdiction but which is not recognized as a marriage under that
Jurisdiction, even if state law provides that persons in these relationships have the same rights, protections, and benefits, under state law, as married persons. 


 

	(kkk)	“Testing Compensation” means, for purposes of the ADP Test and ACP Test, compensation within the meaning of Code section 414(s)(1), except that the Administrative Committee may elect not to include
in such compensation any amount which is contributed by the Employer pursuant to a salary reduction agreement and which is not includible in gross income of the Employee under Code section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).


  

	(lll)	“Total Excess Aggregate Contributions” means the total amount of Excess Aggregate Contributions to be corrected to satisfy the ACP Test for the Plan Year as determined under Plan section 6.5(b).


  

	(mmm)	“Total Excess Contributions” means the total amount of Excess Contributions to be corrected to satisfy the ADP Test for the Plan Year as determined under Plan section 6.3(b). 


 

	(nnn)	“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury under the Code. 


 

	(ooo)	“Trust Agreement” means any agreement in the nature of a trust established to form a part of the Plan to receive, hold, invest, and dispose of the Trust Fund. 


 

	(ppp)	“Trust Fund” means the assets of every kind and description held under any Trust Agreement forming a part of the Plan. 


 

	(qqq)	“Trustee” means any person selected by the Company to act as Trustee under any Trust Agreement at any time of reference. 


 

	(rrr)	“Unit” means the unit of measure into which each Investment Fund is divided for purposes of ascertaining the share of each such fund attributable to each Participant, Beneficiary and Alternate Payee.


  

	(sss)	“California Resources Corporation Stock” or “CRC Stock” means the common stock of California Resources Corporation. 


 

	(ttt)	 “California Resources Corporation Stock Fund” or “CRC Stock Fund” means the Investment Fund that is invested in the
California Resources Corporation or CRC Stock received as a stock dividend on Oxy Stock on or about December 1, 2014 and  



  
 21 








	 	
such cash or cash equivalents as the Investment Committee or the Trustee considers advisable. The CRC Stock Fund is a closed Investment Fund. Amounts may be transferred out of the CRC Stock Fund
on or after December 4, 2014, but no new amounts may be invested in the CRC Stock Fund after that date, except dividends paid by California Resources Corporation that, as determined by the Investment Committee, may be reinvested in this Fund.


 Twenty-four (24) months after December 1, 2014 or as soon as practicable thereafter, any investment remaining in
the California Resources Corporation Stock Fund shall be transferred to the fund determined by the Investment Committee and communicated to Participants. Notwithstanding the previous sentence, the Investment Committee may discontinue the California
Resources Corporation Stock Fund sooner if less than 20% of the shares allocated to the CRC Stock Fund on December 1, 2014 remain. 
 2.2 Gender and
Number 
 Except as otherwise indicated by the context, any masculine or feminine terminology shall also include the opposite gender, and the definition
of any term in the singular or plural shall also include the opposite number. 
 2.3 Headings 

The headings of this Plan are inserted for convenience or reference only, and they are not to be used in the construction of the Plan. 

2.4 Requirement to Be in “Written Form” 

Various notices provided by the Company, the Administrative Committee, or the Investment Committee and various elections made by a Participant, Spouses,
Alternate Payees and Beneficiaries are required to be in written form. Notwithstanding anything to the contrary in this Plan, any notices and elections related to the Plan may be conveyed through an electronic system or any other system approved by
the Administrative Committee unless otherwise provided under applicable law or regulatory guidance. Any such notices, forms, and elections provided or made through an electronic medium shall comply with the provisions of Treasury Regulations
section 1.401(a)-21. 
 2.5 Severability 
 If a
provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included in the Plan. 
 2.6 Applicable Law 
 To the
extent not preempted by ERISA or other federal law, the Plan and all rights hereunder shall be governed, construed, and administered in accordance with the laws of the California with the exception that any Trust Agreement shall be construed and
enforced in all respects under and by the laws of the state in which the Trustee thereunder is located. 

  
 22 







 Article 3. Participation, Service and Vesting 

3.1 Date of Participation 
 Each Employee shall become an
Active Participant as of the first day of the month in which the Employee becomes an Eligible Employee. Notwithstanding the foregoing, each Employee who becomes an Eligible Employee pursuant to a purchase or other agreement approved by the Board
shall become an Active Participant as of the date, if any, specified in such agreement. 
 3.2 Duration 

An Eligible Employee who becomes an Active Participant shall remain an Active Participant for as long as he remains an Eligible Employee or is entitled to
receive any contributions or benefits hereunder. 
 3.3 Transfers 
  

	(a)	Transfers to Eligible Employee Status. An Employee who transfers to employment as an Eligible Employee shall become an Active Participant on the first day of the month in which such transfer takes place.


  

	(b)	Transfers from Eligible Employee Status. A Participant who transfers to employment status where he or she no longer is an Eligible Employee shall become an Inactive Participant. 


 

	 	(1)	An Inactive Participant is not eligible to make or receive Pretax Deferrals, Catch-Up Contributions, After-Tax Contributions (including
Adjustment Contributions) or Matching Contribution on Earnings paid after the date of transfer to an ineligible status. 

  

	 	(2)	An Inactive Participant shall continue to accrue Service under this Plan. Upon Separation from Service, the Participant’s vested interest shall be based on total Service with the Company and all Affiliates.


  

	 	(3)	An Inactive Participant remains eligible to receive in-service withdrawals, subject to the terms of Plan section 7.2, plan loans, subject to the terms of Article 8, and
to transfer eligible amounts to his or her Rollover Account, subject to the terms of Plan section 10.12. 

 3.4 Service 

Service is used to determine a Participant’s vested percentage in his or her Matching Account. 

 

	(a)	General Rules. An Employee shall be credited with Service on an elapsed time basis for the period during which the employment relationship exists between the Employee and the Company or any Affiliate, the length
of which shall be determined, in completed years and months, during the following periods of time: 


  
 23 








	 	(1)	Credit shall be given to an Employee for the period of time beginning on the first day of the month in which the individual first becomes an Employee and ending on the last day of the month in which occurs the
Employee’s Separation from Service. 

  

	 	(2)	Credit shall be given to an Employee for each period beginning upon the date the individual has a Separation from Service and ending upon the first day of the month in which the individual first becomes an Employee
thereafter but only if the Employee is reemployed within 12 months of the date of such Separation from Service. 

  

	 	(3)	Credit shall be given to an Employee after a Separation from Service for any period beginning on the first day of the month in which the Employee first becomes an Employee after rehire and ending on the last day of the
month the Employee has a Separation from Service thereafter. 

  

	 	(4)	Whenever the total number of years of Service of an Employee must be ascertained under this Plan, all noncontinuous periods of Service which are credited to such Employee shall be aggregated, regardless of the length or
any period of Service and regardless of the length of any period between a Separation from Service and rehire. For purposes of aggregating such years of Service, the completed years and months credited to an Employee during any period of Service
shall be added to the number of completed years and months credited to the Employee during any other period of noncontinuous Service. This Plan does not disregard periods of Service, even though permitted to do so under Code section 411(a)(6).


  

	 	(5)	Service by any Leased Employee shall be credited under this section should the Leased Employee ever become an Eligible Employee under this Plan. 


 

	(b)	Special Rules. For purposes of determining an Employee’s Service under this Plan, the special Service counting rules set forth in Appendix C shall apply to increase, but not decrease, the Service of any
Employee. 

 3.5 Vesting 
  

	(a)	Employee Accounts. A Participant’s interest in his or her Pretax Account, After-Tax Account, and Rollover Account shall be fully vested at all times.


  

	(b)	Matching Account. A Participant’s interest in his or her Matching Account shall become vested in accordance with this section, if not vested earlier under the special vesting rules of subsection (c).


  

	 	(1)	Unless vested earlier under the provisions of this section, a Participant shall vest in his or her Matching Account based on the Participant’s completed years of Service. 


  
 24 








	 	(A)	Effective January 1, 2007, a Participant who is first employed by a Company or any Affiliate after 2006, shall have no nonforfeitable right to his or her Matching Account until the Participant completes three years
of Service and shall be 100 percent vested in his or her Matching Account when the Participant is credited with three or more years of Service. 

  

	 	(B)	Effective January 1, 2007, a Participant who was first employed by the Company or any Affiliate before 2007, shall have the nonforfeitable percentage of his Matching Account determined based on the following table:


  

					
	 Years of Service
	  	Percentage Vested	 
	 Less than 1
	  	 	0	% 
	 1
	  	 	20	% 
	 2
	  	 	40	% 
	 3
	  	 	100	% 

  

	 	(C)	Effective January 1, 2015, an Active Participant, irrespective of when he or she was first employed by the Company or an Affiliate, shall be 100 percent vested in his or her Matching Account. 


 

	 	(2)	Furthermore, a Participant shall become full vested in his or her Matching Account to the extent required under Code section 411(d)(3) and Plan section 13.2 upon a complete termination of the Plan, a partial
termination of the Plan affecting the Participant, or upon a complete discontinuance of contributions to the Plan. 

  

	(c)	Special Vesting Rules. 

  

	 	(1)	Notwithstanding the foregoing, a Participant described in Appendix D shall vest in his or her Matching Account under the provisions of that Appendix D, rather than subsection (b). 


 

	 	(2)	A Participant shall at all times be fully vested in any Eligible Dividends with respect to which the Participant is offered a dividend pass-through deduction to the extent
required under Plan section 11.2(d)(3). These amounts will be held in either: 

  

	 	(A)	The Participant’s ESOP Dividend Account, if attributable to the Eligible Dividends paid on amount held in Participant’s Matching Account, or 


 

	 	(B)	The Participant’s Pretax Account, After-Tax Account, or Rollover Account, in the Participant is always fully vested, based on the account from which the Eligible Dividend is derived. 


  
 25 








	 	(3)	With respect to any frozen contributions under this Plan or any Qualified Plan that is merged into this Plan, if such contributions resume under this Plan or any Qualified Plan into which this Plan is merged, then for
purposes of determining the Participant’s nonforfeitable right to such contributions, a Participant shall receive credit for Service incurred both prior to and subsequent to the date such contributions were frozen. 


 

	(d)	Vesting and Benefit Payments. Being vested does not mean that a Participant is entitled to immediate distribution benefits. Benefits under the Plan shall be paid only in accordance with Article 7.


 3.6 Forfeiture of Contingent Interests 

Any portion of a Participant’s Account that is not vested under the provisions of Plan section 3.5 shall be forfeited upon the first to occur of the
following forfeitable events: 
  

	(a)	The Participant elects, in accordance with Plan section 7.3, to commence or receive a distribution of the value of the Participant’s vested Account on account of a Separation from Service. For this purpose, if
the percentage vested in the table under Plan section 3.5(b)) is zero, the Participant will be deemed to have elected such a distribution and the nonvested portion of the Account will be immediately forfeited. 


 

	(b)	The Participant incurs five consecutive breaks in service. For this purpose, a break in service is a period of 12 months in which the Participant is absent from Service, except that if the absence is due to a maternity
or paternity reason described in Plan section 2.1(fff)(3), the period between the first and second anniversaries of such absence shall be neither a period of Service nor a period of severance. 


If the Participant who has forfeited his nonvested Account resumes employment as an Eligible Employee, then the cash value (determined at the time of
forfeiture) of the amount forfeited shall be restored to the Participant’s Account. No buyback shall be required and the reinstatement will occur regardless of the length of the Participant’s absence from Service. 

  
 26 







 Article 4. Active Participant Contributions 

4.1 Pretax Deferrals and After-Tax Contributions 

 

	(a)	Except as otherwise provided in this Plan, each Active Participant may elect to contribute as After-Tax Contributions or to have the Employer contribute on the Participant’s
behalf as Pretax Deferrals an amount of the Participant’s Base Pay which together is from 1 percent to the contribution percentage limit specified for the Active Participant in Appendix E for the Plan Year. The Administrative Committee may
adjust the contribution percentage limit specified in Appendix E at the beginning of each Plan Year without the need of a formal Plan amendment, provided that any such limitations shall be communicated to eligible Participants in advance of the
pay periods to which such limitations will apply. The percentage elected of Pretax Deferrals and After-Tax Contributions may be in increments of a tenth of a percent. 


 

	(b)	Effective January 1, 2007, the Participant’s elected Pretax Deferral and After-Tax Contribution percentages shall apply, but not in excess of an aggregate of
6 percent, to the Active Participant’s Annual Bonus. The Annual Bonus shall be counted for this purpose in the Plan Year it is paid even if it is received for services performed in a prior Plan Year. Effective January 1, 2015, the
Participant’s elected Pretax Deferral and After-Tax Contribution percentages shall apply, but not in excess of an aggregate of 5 percent, to the Active Participant’s Annual Bonus. The Annual Bonus shall be counted for this purpose in the
Plan Year it is paid even if it is received for services performed in a prior Plan Year. 

  

	(c)	Notwithstanding anything in this Plan to the contrary, no Participant shall be permitted to have elective deferrals made under this Plan, or any other Qualified Plan maintained by the Company or Affiliates during any
taxable year, in excess of the dollar limitation contained in Code section 402(g)(1) in effect for such taxable year, except to the extent permitted under Code section 414(v). 


 

	(d)	No benefits other than Matching Contributions shall be conditioned on a Participant’s election to make After-Tax Contributions or have Pretax Deferrals made on the
Participant’s behalf under this Plan. Any portion of a contribution that is not designated as a Pretax Deferral or Catch-Up Contribution shall be designated as an
After-Tax Contribution. 

  

	(e)	The Participant’s election made under this section shall be made in accordance with the rules set forth in this Article and such other rules of nondiscriminatory application as the Administrative Committee may
prescribe for the proper administration of the Plan. 

 4.2 Catch-Up Contributions 

Each Active Participant who will have attained age 50 before the close of the Plan Year shall be eligible to make
Catch-Up Contributions in accordance with and subject to the limitations of Code section 414(v) for pay periods ending after July 1, 2002. 

  
 27 








	(a)	Catch-Up Contributions shall not be taken into account for purposes of the provisions of Plan sections 6.1 and 6.6, implementing the required limitations of Code
sections 402(g) and 415, respectively. 

  

	(b)	The Plan shall not be treated as failing to satisfy the provisions of the Plan sections 6.2, 6.4, or Article 15, implementing the requirements of Code section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or
416, as applicable, by reason of the making of Catch-Up Contributions. 

  

	(c)	Elections to make Catch-Up Contributions shall be made separately from the Active Participant’s election of Pretax Deferral under Plan section 4.1, shall not be subject
to the contribution percentage limit on Pretax Deferrals specified in Plan section 4.1, and shall be made in accordance with uniform procedures established by the Administrative Committee. Such election procedures will require the eligible
Active Participant to elect Catch-Up Contributions as a fixed dollar amount per pay period. 

  

	(d)	Under no circumstances will Catch-Up Contributions elected under this Plan section entitle the Participant to Matching Contribution, even if it is later determined that the
contribution is not a Catch-Up Contribution because it is less than an applicable limit. 

  

	(e)	For purposes of recordkeeping and communications with Participants, Catch-Up Contributions and Pretax Deferrals may be aggregated and reported as held in the Participant’s
Pretax Account without changing the character of any Catch-Up Contributions as such for purposes of Code section 414(v). 


4.3 Election Procedures 
  

	(a)	Each Active Participant shall be permitted to make the elections described in Plan section 4.1 and, if eligible, Plan section 4.2 in the manner prescribed by the Administrative Committee. If a Participant has
elected to begin, stop, increase, or decrease Pretax Deferrals, After-Tax Contributions or, if eligible, Catch-Up Contributions, the Active Participant may file a new
election in the manner prescribed by the Administrative Committee to change Pretax Deferrals, After-Tax Contributions or, if eligible, Catch-Up Contributions at any time
and such election shall become effective on the first pay period following the date on which the election is properly received. The election shall remain in effect until changed by the Active Participant or until he or she ceases to be an Active
Participant or goes on an unpaid leave of absence. 

  

	(b)	If an Active Participant becomes an Inactive Participant or Former Participant, or goes on unpaid leave of absence, any Pretax Deferrals, After-Tax Contributions and Catch-Up Contributions for the Participant shall cease. If the individual again becomes an Active Participant or returns from an unpaid leave of absence, he or she may make a new election under this section.


  

	(c)	 All elections shall apply to Earnings paid in the first available payroll period following the date the election is processed and shall be irrevocable
for such period. 



  
 28 








	 	
In addition, except for occasional, bona fide administrative considerations, Pretax Deferrals and Catch-Up Contributions made pursuant to such elections
cannot precede the earlier of the performance of services relating to the Pretax Deferrals or Catch-Up Contributions and the date when the Earnings subject to the election would be currently available to the
Participant in the absence of an election to defer. 

 4.4 Salary Reduction 

Each Active Participant who makes a Pretax Deferral election described in Plan section 4.1 or, if eligible, a
Catch-Up Contribution election described in Plan section 4.2 shall, by the act of making such election or elections, have his or her Earnings reduced by an equivalent amount for so long as the election
remains in effect. 
 4.5 Deposit and Crediting of Deferrals and Contributions 

Pretax Deferrals, After-Tax Contributions, and Catch-Up Contributions shall be
transferred to the Trust Fund as soon as reasonably practicable after the payroll payment date at which a corresponding amount would have been paid to the Participant in the absence of the election of such contributions. Pretax Deferrals and Catch-Up Contributions shall be allocated to the Participant’s Pretax Deferral Account and After-Tax Contributions shall be allocated to the Participant’s After-Tax Contribution Account as of the payroll payment date on which the corresponding amount would have been paid in absence of the elections under Plan section 4.1 and, if applicable, Plan section 4.2,
but shall share in any investment gains and losses only after they are received by the Trust Fund. 

  
 29 







 Article 5. Employer Contributions 

5.1 Employees Eligible for Matching Contributions 
 Subject
to the other provisions of this Plan, the Employer shall contribute Matching Contributions to this Plan only for a Participant who was an Active Participant during the pay period for which the corresponding Pretax Deferrals (including amounts
recharacterized as Adjustment Contributions) or After-Tax Contributions were made. Notwithstanding any Plan provision to the contrary, any Matching Contribution (including any investment gain attributable
thereto), which relates to an Excess Deferral under Plan section 6.1, Excess Contribution under Plan section 6.3 (unless recharacterized as Adjustment Contributions) or Excess Aggregate Contribution under Plan section 6.5 shall be
forfeited and shall not be treated as a Matching Contribution with respect to the Participant for the Plan Year. 
 5.2 Amount of Matching Contributions

 Matching Contributions shall be made on behalf of an Active Participant for each payroll period for which Pretax Deferrals or After-Tax Contributions
were made with respect to the Participant for the Plan Year. Matching Contributions may also be made on behalf of eligible Participants, as the Employer or Administrative Committee deems necessary or appropriate for administrative purposes, at such
other times, but not later than 12 months after the end of the Plan Year. The amount of Matching Contributions allocated to the Participant’s Matching Contributions Account shall be equal to the matching percent shown in the table in
Appendix F, based on the employment classification of the Participant on the last day of the payroll period, multiplied by the Pretax Deferrals (including an Adjustment Contribution) or After-Tax Contribution made with respect to the
Participant on the Participant’s first 5 percent of Base Pay and Annual Bonus for the pay period. With respect to United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, Local
12773 represented employees, the amount of Matching Contributions allocated to the Participant’s Matching Contributions Account shall be equal to the matching percent shown in the table in Appendix F, based on the employment classification
of the Participant on the last day of the payroll period, multiplied by the Pretax Deferrals (including an Adjustment Contribution) or After-Tax Contribution made with respect to the Participant on the Participant’s first 4 percent of Base Pay
and Annual Bonus for the pay period. The Administrative Committee may limit the amount of Matching Contributions made on behalf of a Participant to the extent that the Administrative Committee determines necessary to comply with the limits of
Article 6. 
 5.3 Depositing and Crediting Matching Contributions 

The Company shall make such contributions to the Trust Fund as are required by this Plan, subject to the right of the Company to discontinue the Plan. The
Company shall contribute an amount which, when added to forfeitures under Plan section 11.3, is sufficient to provide the Matching Contribution allocations required by Plan section 5.2. 

Matching Contributions shall be transferred to the Trust Fund as soon as reasonably practicable after the payroll payment date at which the corresponding
Pretax Deferrals or 

  
 30 







 
After-Tax Contributions would have been paid to the Participant in the absence of the election of such contributions. Matching Contributions shall be
allocated to the Participant’s Matching Account as of the payroll payment date on which the corresponding amount would have been paid in absence of the Participant’s election, but shall share in any investment gains and losses only after
they are received by the Trust Fund. 

  
 31 







 Article 6. Benefit Limitations 

6.1 Elective Deferral Limit 
  

	(a)	Dollar Limit. For any calendar year, the sum of the following items shall not exceed the elective deferral dollar limit of Code section 402(g)(1), as adjusted pursuant to Code section 402(g)(4):


  

	 	(1)	All Pretax Deferrals (but not Catch-Up Contributions) made on behalf of an Active Participant for that calendar year; and 


 

	 	(2)	Any other pretax contributions made for the calendar year to any Qualified Plan maintained by the Company or any Affiliate which are elective deferrals as defined in Code section 402(g)(3), but not including any
such elective deferrals that are catch-up contributions under Code section 414(v). 


Any amount deferred in excess of the dollar limit stated in this subsection is referred to as an Excess Deferral. 

 

	(b)	Calendar Year as Participant’s Taxable Year. A Pretax Deferral made on behalf of an Active Participant shall be treated as made for a calendar year, for purposes of Plan section 6.1(a)(1) if it is made
on account of the Active Participant’s election to reduce Compensation that would otherwise be payable within that calendar year. 

  

	(c)	Preventing Excess Deferrals. If before the end of a calendar year, the Administrative Committee determines (or the Active Participant notifies his or her Employer that he or she has determined) that Pretax
Deferrals to be made on behalf of an Active Participant for that calendar year would exceed the limits of this section or Code section 402(g), then the Administrative Committee shall take one or both of the following steps, to the extent
necessary, to avoid exceeding the limits of this section or Code section 402(g): 

  

	 	(1)	Permit an Active Participant to submit a revised election under Plan section 4.1; or 

  

	 	(2)	Reduce Pretax Deferrals that otherwise would be made, pursuant to the Participant’s current election, for the rest of the calendar year (and adjust the corresponding reductions in Earnings) so that the limits are
not exceeded. 

  

	(d)	Correcting Excess Deferrals. If Excess Deferrals have been made on the Participant’s behalf in excess of the limits of Code section 402(g), then the Excess Deferrals shall be corrected as follows:


  

	 	(1)	 The Participant must notify the Administrative Committee, by such other means as the Administrative Committee shall prescribe, no later than
March 1, immediately following the close of a calendar year, stating that the sum of the items described in subsection 6.1(a) are in excess of the limits of Code section 402(g). The notice provided by the Participant shall state the
portion of 



  
 32 








	 	
such excess amount that has been allocated to this Plan as an Excess Deferral. The amount of the Excess Deferral allocated to this Plan shall not exceed the total amount of the Pretax Deferrals
(excluding Catch-Up Contributions) made on behalf of the Participant for that calendar year. The Administrative Committee may require the Participant to certify to the amount of the Excess Deferral and to
provide substantiating evidence satisfactory to the Administrative Committee. 

  

	 	(2)	If the Active Participant does not provide the notice described in paragraph (1) by the following March 1, but it is determined that Pretax Deferrals (excluding Catch-Up
Contributions) made on behalf of an Active Participant for a calendar year inadvertently exceed the limits of subsection (a), then the Excess Deferral for the calendar year shall be distributed in accordance with this subsection.


  

	 	(3)	The Administrative Committee shall direct the Trustee to distribute, by April 15 following the close of the calendar year, the Excess Deferral for that calendar year allocated (or deemed allocated) to the Plan by
the Participant. The distributed Excess Deferral shall be withdrawn from the Investment Funds in which the Pretax Account is then invested on a pro rata basis. The Trustee shall also distribute the net income attributable to the Excess Deferrals, as
determined by the Administrative Committee in accordance with one of the methods permitted under Treasury Regulations section 1.402(g)–1(e)(5) disregarding, effective January 1, 2007, any provision of prior regulations relating to the
distribution of gap period earnings. Corrective distributions under this subsection shall be coordinated with distributions of Excess Contributions under Plan section 6.3 in accordance with Treasury Regulations
sections 1.401(k)–1(f)(5) and 1.402(g)–1(e)(6). Any Matching Contributions that have been made with respect to excess deferrals that are distributed to a Highly Compensated Employee, in accordance with this subsection, shall be
forfeited, as soon as is practicable after corrective distributions are made. Such Matching Contributions shall be forfeited, whether or not the Participant would otherwise have a vested interest in those Matching Contributions, pursuant to Plan
section 3.5. 

 6.2 Discrimination Limits on Pretax Deferrals 

As of the last day of each Plan Year, the Administrative Committee shall require testing of Pretax Deferrals made for the Plan Year to assure that the Actual
Deferral Percentage (ADP) for the Plan Year of Participants who are Highly Compensated Employees does not exceed the ADP Test limits specified in this Plan section. 
  

	(a)	 Aggregation, Disaggregation and Restructuring. The rules of this section shall be administered so as to comply with the mandatory
disaggregation requirements of Treasury Regulations section 1.410(b)-7(c) and, if the Administrative Committee chooses, the permissive aggregation rules of Treasury Regulations section 1.410(b)-7(d), provided that any aggregated plans shall use the same testing method under Treasury Regulations section 1.401(k)-2(a)(2)(ii) (i.e.,
current year or 



  
 33 








	 	
prior year testing method) as is used by the Plan for the Plan Year. Notwithstanding the foregoing, effective January 1, 2004, the mandatory disaggregation rules relating to the ESOP and non-ESOP portions of the Plan shall not apply. 

  

	 	(1)	To the extent required by the mandatory disaggregation rules, Represented Employees and Nonrepresented Employees shall be treated as comprising separate plans for purposes of applying the ADP Test. Notwithstanding the
foregoing, the Administrative Committee may treat two or more separate collective bargaining units as a single collective bargaining unit for purposes of applying the ADP Test, provided that the combinations of units are determined on a basis that
is reasonable and reasonably consistent from Plan Year to Plan Year. 

  

	 	(2)	If, after application of the mandatory disaggregation rules, this Plan is permissively aggregated with one or more other plans that include qualified cash or deferred arrangements for purposes of Code
section 401(a)(4) or 410(b), then the cash or deferred arrangements of this Plan and such other plans shall be treated as one arrangement for purposes of this Plan section. 


 

	 	(3)	In determining whether the restrictions of this Plan section are met, the Administrative Committee may exclude from the ADP Test all Eligible Employees who are not Highly Compensated Employees and who have not met the
minimum age and service requirements of Code section 410(a)(1)(A), if the Administrative Committee elects to apply Code section 410(b)(4)(B). Alternatively, the Administrative Committee may apply the ADP Test separately to all Eligible
Employees who have not met the minimum age and service requirements of Code section 410(a)(1)(A). 

  

	(b)	ADP Test. The Actual Deferral Percentage for the Plan Year of Participants who are Highly Compensated Employees shall not exceed the greater of: 


 

	 	(1)	The product of 1.25 and the Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year; or 


 

	 	(2)	The lesser of: 

  

	 	(A)	The product of two and the Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year, or 


 

	 	(B)	The Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year plus two percentage points. 


By an amendment to the Plan, the Administrative Committee may elect to apply paragraphs (1) and (2) by using by using the Actual
Deferral Percentage of 

  
 34 







 
Employees who are not Highly Compensated Employees for the prior Plan Year only if the current year testing method has been used for at least the last five Plan Years. If the Plan is aggregated
with any other Qualified Plan, the Actual Deferral Percentage of Employees who are not Highly Compensated Employees for the prior Plan Year may be used only if the Plan is amended to so provide and each Qualified Plan that is aggregated with this
Plan used the current year method for at least the last five years (or, if shorter, the period that such other Qualified Plan was in existence, including years in which the Qualified Plan was a portion of another Qualified Plan). 

 

	(c)	The restrictions of this section shall be based on the Participant’s actual Testing Compensation while an Active Participant and total Pretax Deferrals allocated to the Participant’s Account for the Plan Year.
The Administrative Committee is authorized to restrict the Pretax Deferrals of Highly Compensated Employees in a uniform manner if it determines, based on advance testing done during the Plan Year, that such restriction is necessary or appropriate
to assure final Plan Year compliance with restrictions of this section. 

 6.3 Corrective Measures if ADP Test Failed 

If, at the end of the Plan Year, the Administrative Committee determines that the Actual Deferral Percentage of Highly Compensated Employees exceeds the
maximum permitted for the Plan Year under the ADP Test, then the Administrative Committee shall take the corrective steps described in this Plan section so that the requirements of Plan section 6.2 are met for the Plan Year. Pretax Deferrals,
along with any other elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, exceeding the ADP Test limits are referred to as Excess
Contributions. 
  

	(a)	Correction Methods. To the extent permitted under Treasury Regulations section 1.401(k)-2(b)(3) and this Plan section, the Administrative Committee shall first
recharacterize Excess Contributions, along with allocable investment gains and losses, as Adjustment Contributions. To the extent Excess Contributions remain for the Plan Year, the Administrative Committee shall next distribute the Excess
Contributions, along with allocable investment gains and losses, pursuant to Treasury Regulations section 1.401(k)-2(b)(2) and this Plan section. Regardless of whether recharacterized or distributed, all
corrections of Excess Contributions shall be made in accordance with Treasury Regulations section 1.401(k)-2(b)(4) and this Plan section. 


 

	(b)	 Determining Total Excess Contributions. The amount of Excess Contributions attributable to each Highly Compensated Employees is the amount by
which Pretax Deferrals, along with any other elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, must be reduced so that the Actual Deferral
Percentage for that Highly Compensated Employee is reduced to the maximum permissible Actual Deferral Percentage for Highly Compensated Employees. 



  
 35 








	 	
The maximum permissible Actual Deferral Percentage for Highly Compensated Employees is determined by reducing the Actual Deferral Percentage for the Highly Compensated Employee with the
highest Actual Deferral Percentage for the Plan Year to the Actual Deferral Percentage for the Highly Compensated Employee with the next highest Actual Deferral Percentage. If a lesser reduction would enable the ADP Test to be satisfied, only
the lesser reduction is used to determine the maximum permissible Actual Deferral Percentage. This procedure is repeated until the ADP Test would be satisfied. The total amount of Excess Contributions to be corrected is equal to the sum of the
dollar amounts computed under this subsection for each Highly Compensated Employee and is to be referred to as the Total Excess Contributions. 

  

	(c)	Apportionment of Total Excess Contributions. Total Excess Contributions for the Plan Year shall be apportioned among Highly Compensated Employees as provided in this subsection. 


 

	 	(1)	Pretax Deferrals allocated to the Highly Compensated Employee with the highest dollar amount of Pretax Deferrals taken into account under the ADP Test for the Plan Year, including any other elective deferrals made
to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, shall be reduced by the amount required to cause that Highly Compensated Employee’s remaining amount of
Pretax Deferrals for the Plan Year to be equal to the dollar amount of Pretax Deferrals for the Highly Compensated Employee with the next highest dollar amount. This amount shall be allocated as the Excess Contribution for the Highly Compensated
Employee, unless a smaller reduction, when added to the total dollar amount already allocated as Excess Contributions for other Highly Compensated Employees pursuant to this procedure equals the Total Excess Contributions for the Plan Year.


  

	 	(2)	If a Highly Compensated Employee’s Excess Contributions include elective deferrals made to made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly
Compensated Employee, then the Excess Contribution of that to the Highly Compensated Employee shall not exceed the Pretax Deferrals made under this Plan for the Plan Year. Any portion of the Total Excess Contributions which is apportioned to a
Highly Compensated Employee pursuant to this subsection, but which cannot be corrected because of the preceding sentence, shall be apportioned to the Highly Compensated Employee with the next lowest total dollar amount of Pretax Deferrals and that
Highly Compensated Employee’s Excess Contributions shall be reduced by an amount which includes the amount not corrected for the other Highly Compensated Employee. 


 

	 	(3)	If the total amount corrected under this subsection is less than the Total Excess Contributions for the Plan Year, the procedure in this paragraph shall be repeated until the total amount corrected is equal to the Total
Excess Contributions for the Plan Year. 


  
 36 








	 	(4)	The investment gains and losses allocable to the Excess Contributions are equal to the sum of allocable investment gains and losses for the Plan Year and allocable gains and losses after the Plan Year for which the
distribution is made. The allocable investment gain or loss attributable to the Excess Contributions may be determined in accordance with any of the methods permitted under Treasury Regulations
section 1.401(k)-2(b)(2)(iv), disregarding any provisions relating to the distribution of gap period earnings, and may be determined up to seven days before the date of the correction. 


 

	 	(5)	Excess Contributions of the Highly Compensated Employee with respect to which Matching Contributions were not made shall be corrected to the extent necessary under this Plan section before Excess Contributions of that
Highly Compensated Employee with respect to which Matching Contributions were made. 

  

	 	(6)	The requirements of this Plan section shall be deemed to have been satisfied if the total dollar amount corrected equals the Total Excess Contributions with allocable investment gains and losses, even if:


  

	 	(A)	The ADP Test would not satisfy the requirements of Plan section 6.2, if the test were rerun including in the test only Pretax Deferrals that were not corrected under this subsection; or 


 

	 	(B)	The amount corrected with respect to each Highly Compensated Employee is different from the amount computed for purposes of calculating the Total Excess Contributions amount. 


 

	(d)	Rules Applicable to Adjustment Contributions. Excess Contributions shall not be treated as corrected even if recharacterized under this subsection (d), unless the requirements of this subsection are met.


  

	 	(1)	Excess Contributions that are recharacterized as Adjustment Contributions must reported to the Internal Revenue Service and the Highly Compensated Employee as included in gross income of the Highly Compensated Employees
to the same extent they would have been included in gross income if distributed. 

  

	 	(2)	Excess Contributions must be recharacterized as Adjustment Contributions no later than 2 1⁄2 months after the close of the Plan
Year. For this purpose, recharacterization will be deemed to have occurred on the date on which the last Highly Compensated Employee is notified of that his or her Pretax Deferrals are being recharacterized as Adjustment Contributions.



  
 37 








	 	(3)	Excess Contributions may be recharacterized as Adjustment Contributions for a Plan Year only if the Plan allows After-Tax Contributions for that Plan Year and such Adjustment
Contributions are included in the ACP Test for the Plan Year. 

  

	 	(4)	Investment gains and loss allocable to Excess Contributions shall be allocated to the corresponding Adjustment Contributions after recharacterization. 


 

	(e)	Rules Applicable to Distributions. Excess Contributions shall not be treated as corrected even if distributed under this subsection (e), unless the requirements of this subsection are met. 


 

	 	(1)	Excess Contributions and allocable investment gains and losses must be distributed to the Highly Compensated Employee to whom it has been allocated within 12 months after the close of the Plan Year for which the Excess
Contribution arose. 

  

	 	(2)	The distributed Excess Contributions and allocable investment gains and losses shall be taken from the Investment Funds in which the Pretax Account is then invested on a pro rata basis. 


 

	 	(3)	Any Matching Contributions that have been made with respect to Excess Contributions that are distributed to a Highly Compensated Employee shall be forfeited, as soon as is practicable after corrective distributions are
made. Such Matching Contributions shall be forfeited, whether or not the Participant would otherwise have a vested interest in those Matching Contributions, pursuant to Plan section 3.5. 


 

	 	(4)	If the Highly Compensated Employee received a full distribution of his or her Account before Excess Contributions and allocable investment gains and losses is distributed to the Highly Compensated Employee, then the
prior distribution shall be reported for taxation purposes as first a correction of Excess Contributions and allocable investment gains and losses to the extent required under this Plan section. 


 

	 	(5)	A distribution of Excess Contributions and allocable investment gains and losses shall in no event be treated as satisfying a required minimum distribution for purposes of Code section 401(a)(9) and Plan
section 7.6. 

  

	 	(6)	The distribution required by this Plan section may be made notwithstanding any other Plan provision. 

 6.4
Discrimination Limits on Matching Contributions, After-Tax Contributions, and Adjustment Contributions 
 As of
the last day of each Plan Year, the Administrative Committee shall require testing of Matching Contributions, After-Tax Contributions, and Adjustment Contributions made for the Plan Year for Participants, who
were not Represented Employees for the period for 

  
 38 







 
which the contributions were made, to assure that the Average Contribution Percentage for the Plan Year of such Participants who are Highly Compensated Employees does not exceed the limits
specified in the ACP Test. The rules of this section shall not apply at all to Matching Contributions, After-Tax Contributions, and Adjustment Contributions made for the Plan Year for Participants who are
Represented Employees for the period for which the contributions are made. 
  

	(a)	Aggregation, Disaggregation and Restructuring. The rules of this section shall be administered so as to comply with the mandatory disaggregation requirements of Treasury Regulations
section 1.410(b)-7(c) and, if the Administrative Committee chooses, the permissive aggregation rules of Treasury Regulations section 1.410(b)-7(d), provided
that any aggregated plans shall use the same testing method under Treasury Regulations section 1.401(k)-2(a)(2)(ii) (i.e., current year or prior year testing method) as is used by the Plan for the
Plan Year. Notwithstanding the foregoing, effective January 1, 2004, the mandatory disaggregation rules relating to the ESOP and non-ESOP portions of the Plan shall not apply. 


 

	 	(1)	If, after application of the mandatory disaggregation rules, in the preceding paragraph, this Plan is permissively aggregated with one or more other plans that include matching or
after-tax contributions subject to contribution testing under Code section 401(m) for purposes of Code section 401(a)(4) or 410(b), then this Plan and such other plans shall be treated as one
arrangement for purposes of this Plan section. 

  

	 	(2)	In determining whether the restrictions of this Plan section are met, the Administrative Committee may exclude from the ACP Test all Eligible Employees who are not Highly Compensated Employees and who have not met the
minimum age and service requirements of Code section 410(a)(1)(A), if the Administrative Committee elects to apply Code section 410(b)(4)(B). Alternatively, the Administrative Committee may apply the ACP Test separately to all Eligible
Employees who have not met the minimum age and service requirements of Code section 410(a)(1)(A). 

  

	(b)	ACP Test. The Average Contribution Percentage for the Plan Year of Participants who are Highly Compensated Employees shall not exceed the greater of: 


 

	 	(1)	The product of 1.25 and the Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year; or 


 

	 	(2)	The lesser of: 

  

	 	(A)	The product of two and the Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year, or 


  
 39 








	 	(B)	The Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year plus two percentage points. 


By an amendment to the Plan, the Administrative Committee may elect to apply paragraphs (1) and (2) by using the Average Contribution
Percentage of Employees who are not Highly Compensated Employees for the preceding Plan Year rather than the current Plan Year except that such election may not be changed unless permitted by the Internal Revenue Service. 

 

	(c)	The restrictions of this section shall be based on the Participant’s actual Testing Compensation while an Active Participant and total Matching Contributions, After-Tax
Contributions and Adjustment Contributions allocated to the Participant’s Account for the Plan Year. The Administrative Committee is authorized to restrict the After-Tax Contributions of Highly
Compensated Employees in a uniform manner if it determines, based on advance testing done during the Plan Year, that such restriction is necessary or appropriate to assure final Plan Year compliance with restrictions of this section.


 6.5 Corrective Measures if ACP Test Failed 

If, at the end of the Plan Year, the Administrative Committee determines that the Average Contribution Percentage of Highly Compensated Employees exceeds the
maximum permitted for the Plan Year under the ACP Test, then the Administrative Committee shall take the corrective steps described in this Plan section so that the requirements of Plan section 6.4 are met for the Plan Year. Matching
Contributions, After-Tax Contributions, and Adjustment Contributions, along with any other matching contributions and after-tax contributions (including any
recharacterized elective deferrals) made to other Qualified Plans that are included the Actual Deferral Percentage of a Highly Compensated Employee, exceeding the ACP Test limits are referred to as Excess Aggregate Contributions. 

 

	(a)	Correction Method. The Administrative Committee shall distribute or forfeit Excess Aggregate Contributions, along with allocable investment gains and losses, pursuant to Treasury Regulations section 1.401(m)-2(b)(2) and this Plan section. 

  

	(b)	 Determining Total Excess Aggregate Contributions. The amount of Excess Aggregate Contributions attributable to each Highly Compensated
Employees is the amount by which Matching Contributions, After-Tax Contributions and Adjustment Contributions, along with any other matching contributions and after-tax
contributions (including any recharacterized elective deferrals) made to other Qualified Plans that are included the Average Contribution Percentage of a Highly Compensated Employee, must be reduced so that the Average Contribution Percentage for
that Highly Compensated Employee is reduced to the maximum permissible Average Contribution Percentage for Highly Compensated Employees. The maximum permissible Average Contribution Percentage for Highly Compensated Employees is determined by
reducing the Average Contribution Percentage for the Highly Compensated Employee with the highest Average 



  
 40 








	 	
Contribution Percentage for the Plan Year to the Average Contribution Percentage for the Highly Compensated Employee with the next highest Average Contribution Percentage. If a lesser reduction
would enable the ACP Test to be satisfied, only the lesser reduction is used to determine the maximum permissible Average Contribution Percentage. This procedure is repeated until the ACP Test would be satisfied. The total amount of Excess Aggregate
Contributions to be corrected is equal to the sum of the dollar amounts computed under this subsection for each Highly Compensated Employee and is be referred to as the Total Excess Aggregate Contributions. 


 

	(c)	Apportionment of Total Excess Aggregate Contributions. Total Excess Aggregate Contributions for the Plan Year shall be apportioned as provided in this subsection. 


 

	 	(1)	Excess Aggregate Contributions allocated to the Highly Compensated Employee with the highest dollar amount of Matching Contributions, After-Tax Contributions and Adjustment
Contributions taken into account under the ACP Test for the Plan Year shall be reduced by the amount required to cause that Highly Compensated Employee’s remaining amount of Matching Contributions,
After-Tax Contributions and Adjustment Contributions for the Plan Year to be equal to the dollar amount of Matching Contributions, After-Tax Contributions and Adjustment
Contributions for the Highly Compensated Employee with the next highest dollar amount. This amount shall be allocated as the Excess Aggregate Contribution for the Highly Compensated Employee, unless a smaller reduction, when added to the total
dollar amount already allocated as Excess Aggregate Contributions for other Highly Compensated Employees pursuant to this procedure equals the Total Excess Aggregate Contributions for the Plan Year. 


 

	 	(2)	If a Highly Compensated Employee’s Excess Aggregate Contributions include matching contributions and after-tax contributions (including any recharacterized elective
deferrals) made to other Qualified Plans that are included the Average Contribution Percentage of a Highly Compensated Employee, then the Excess Aggregate Contribution of that to the Highly Compensated Employee shall not exceed the Matching
Contributions, After-Tax Contributions and Adjustment Contributions made under this Plan for the Plan Year. Any portion of the Total Excess Aggregate Contributions which is apportioned to a Highly Compensated
Employee pursuant to this subsection, but which cannot be corrected because of the preceding sentence, shall be apportioned to the Highly Compensated Employee with the next lowest total dollar amount of Pretax Deferrals and that Highly Compensated
Employee’s Excess Aggregate Contributions shall be reduced by an amount which includes the amount not corrected for the other Highly Compensated Employee. 

  

	 	(3)	If the total amount corrected under this subsection is less than the Total Excess Aggregate Contributions for the Plan Year, the procedure in this paragraph shall be repeated until the total amount corrected is equal to
the Total Excess Aggregate Contributions for the Plan Year. 


  
 41 








	 	(4)	The investment gains and losses allocable to the Excess Aggregate Contributions are equal only to the sum of allocable investment gains and losses for the Plan Year for which the distribution is made. The allocable
investment gain or loss attributable to the Excess Aggregate Contributions may be determined in accordance with any of the methods permitted under Treasury Regulations section 1.401(m)–2(b)(2)(iv), disregarding any provisions relating to
the distribution of gap period earnings, and may be determined up to seven days before the date of the correction. 

  

	(d)	Distribution or Forfeiture. Excess Aggregate Contributions shall not be treated as corrected even if distributed under this subsection, unless the requirements of this subsection are met. 


 

	 	(1)	Excess Aggregate Contributions and allocable investment gains and losses must be distributed to the Highly Compensated Employee to whom it has been allocated within 12 months after the close of the Plan Year for which
the Excess Aggregate Contribution arose. 

  

	 	(2)	Excess Aggregate Contributions and allocable investment gains and losses shall be distributed or, to the extent attributable to Matching Contributions in which the Highly Compensated Employee is not fully vested as of
the end of the Plan Year, forfeited in the following order: 

  

	 	(A)	After-Tax Contributions and allocable investment gains and losses on which Matching Contributions were not made; 


 

	 	(B)	Adjustment Contributions and allocable investment gains and losses on which Matching Contributions were not made; 

  

	 	(C)	After-Tax Contributions and allocable investment gains and losses along with the corresponding Matching Contributions and allocable investment gains and losses; and


  

	 	(D)	Adjustment Contributions and allocable investment gains and losses along with the corresponding Matching Contributions and allocable investment gains and losses. 


 

	 	(3)	The distributed Excess Aggregate Contributions and allocable investment gains and losses shall be taken from the Investment Funds in which the subaccount is then invested on a pro rata basis. 


 

	 	(4)	If the Highly Compensated Employee received a full distribution of his or her Account before Excess Aggregate Contributions and allocable investment gains and losses is distributed to the Highly Compensated Employee,
then the prior distribution shall be reported for taxation purposes as first a correction of Excess Aggregate Contributions and allocable investment gains and losses to the extent required under this Plan section. 


  
 42 








	 	(5)	A distribution of Excess Aggregate Contributions and allocable investment gains and losses shall in no event be treated as satisfying a required minimum distribution for purposes of Code section 401(a)(9) and Plan
section 7.6. 

  

	 	(6)	The distribution required by this Plan section may be made notwithstanding any other Plan provision. 

 6.6
Limitation on Annual Additions 
  

	(a)	General Rule. Notwithstanding anything to the contrary contained in this Plan, the total Annual Additions under this Plan and any other defined contribution plan, as defined in Code section 414(i),
maintained by the Company or any Affiliate, allocated to a Participant’s Account for any Plan Year, which shall be the limitation year for purposes of Code section 415, shall not exceed the lesser of: 


 

	 	(1)	$40,000, as adjusted for increases in the cost-of-living under Code section 415(d) for Plan Years beginning after 2002; or


  

	 	(2)	100 percent of the Participant’s Section 415 Compensation for the limitation year. 

  

	(b)	“Annual Addition” Defined. The term “Annual Addition,” with respect to any Participant for a Plan Year, shall mean the aggregate of: 


 

	 	(1)	The amount of Employer contributions (including Matching Contributions and Pretax Deferrals other than Catch-Up Contributions) allocated to the Participant’s Account under
this Plan and any other Employer contributions (other than catch-up contributions under Code Section 414(v)) allocated under any other defined contribution plan, as defined in Code section 414(i),
maintained by the Company or any Affiliate for the Plan Year; 

  

	 	(2)	The amount of a Participant’s After-Tax Contributions (including Adjustment Contributions, but excluding Rollover Contributions) allocated to the Participant’s Account
under this Plan and any other Employee contributions allocated under any other defined contribution plan maintained by the Company or any Affiliate for the Plan Year; 


 

	 	(3)	Forfeitures allocated to the Participant’s Account under this Plan any other defined contribution plan maintained by the Company or any Affiliate for the Plan Year; and 


 

	 	(4)	For the purpose of Plan section 6.6(a)(1) only, the amount of Employer contributions, if any, allocated to an account described in Code section 419A(d)(1) or an account described in Code
section 415(l)(2). 


  
 43 







 For purposes of this subsection and to comply with the requirements of Code section 415(h),
the term “Affiliate” includes, in addition to Affiliates defined in Plan section 2.1(i), any entity that would be an Affiliate under that definition if the phrase “more than 50 percent” were substituted for the phrase
“at least 80 percent” each place it appears in Code 1563(a)(1). 
  

	(c)	Additional Rules. In applying the limits of subsection (a), the following rules shall apply: 

  

	 	(1)	Excess Deferrals shall not be included as an Annual Addition if they are distributed in a corrective distribution under the provisions of that section. However, any Excess Deferrals that are not distributed in a
corrective distribution under of Plan section 6.1 shall be included as an Annual Addition, even if they are in excess of the Code section 402(g)(1) limit. 


 

	 	(2)	Pretax Deferrals in excess of the ADP Test limits of Plan section 6.2 shall be included as an Annual Addition, even if they are correctively distributed or re-characterized
as Adjustment Contributions under Plan section 6.3. 

  

	 	(3)	Matching Contributions and After-Tax Contributions (including any Adjustment Contributions) in excess of the ACP Test limits of Plan section 6.4 shall be included as an
Annual Addition, even if they are correctively forfeited or distributed under Plan section 6.5. Matching Contributions relating to distributions of Excess Deferrals under Plan section 6.1(d) are forfeited and shall not be included as
Annual Addition. 

  

	 	(4)	If a short limitation year is created because of an amendment or other action changing the limitation year (or Plan Year) to a different
12-consecutive-month period, the dollar limitation of Plan section 6.6(a)(1) to be applied for that short limitation year shall be multiplied by a fraction, the
numerator of which is the number of months in the short limitation year and the denominator of which is 12. 

  

	 	(5)	The Annual Additions of a Participant who is also a Supplemental Plan Participant for the Plan Year shall be determined under this paragraph if doing so results in a larger amount of Annual Additions for that
Participant for the Plan Year. Annual Additions under this paragraph shall be determined by assuming that, for the Plan Year, the Participant contributed the contribution percentage limit in effect for the Participant as determined under
Appendix E and received the maximum allocation of Matching Contribution under Plan section 5.2. 


  
 44 








	(d)	Disposition of Excess Annual Additions 

  

	 	(1)	Not a Supplemental Plan Participant. If the Participant is not also a Supplemental Plan Participant for the Plan Year, then the Participant’s Annual Additions shall be reduced under this Plan, if such
reduction is required for purposes of reducing allocations on a combined basis, to the limits of subsection (a) and Code section 415(c), as follows: 

  

	 	(A)	First, by distributing After-Tax Contributions (including any Adjustment Contributions) made for the Plan Year to the Participant, to the extent necessary; and 


 

	 	(B)	Next, by distributing Pretax Deferrals made for the Plan Year to the Participant, to the extent necessary; and 

  

	 	(C)	Then, forfeiting Matching Contributions made for the Plan Year, to the extent necessary; and 

  

	 	(D)	Finally, reducing any remaining excess Annual Additions under the terms of such other defined contribution plans maintained by the Company or any Affiliate as specified in those plans. 


 

	 	(2)	Supplemental Plan Participant. If the Participant is also a Supplemental Plan Participant for the Plan Year, then the Participant’s Annual Additions shall first be reduced under the terms of the Retirement
Plan for the Plan Year by reducing the allocations made under the Retirement Plan to the extent necessary to assure compliance with the limits of subsection (a) and Code section 415(c). Only after reductions under the Retirement Plan have
been made shall reductions of Annual Additions be made under the terms of this Plan and such other defined contribution plans maintained by the Company or any Affiliate, if such a reduction is required for purposes of reducing allocations on a
combined basis, to the limit of subsection (a) and Code section 415(c), as follows: 

  

	 	(A)	First, by distributing After-Tax Contributions (including any Adjustment Contributions) made for the Plan Year to the Participant, to the extent necessary; and 


 

	 	(B)	Next, by distributing Pretax Deferrals made for the Plan Year to the Participant, to the extent necessary; and 

  

	 	(C)	Then, forfeiting Matching Contributions made for the Plan Year, to the extent necessary; and 

  

	 	(D)	Finally, reducing any remaining excess Annual Additions under the terms of such other defined contribution plans (other than the Retirement Plan) maintained by the Company or any Affiliate as specified in those plans.



  
 45 








	(e)	Adjustment of Allocations. If an allocation to the Account of a Participant would exceed the limit of subsection (a) due to a reasonable mistake in estimating a Participant’s Section 415
Compensation or due to forfeitures or a reasonable error in the estimation of salary deferrals, then any amount which cannot be allocated shall be held in a suspense account and shall be allocated to the Account of such Participant in the next
following Plan Year. The suspense account shall not share in investment gains or losses of the Trust Fund. Effective for Plan Years beginning after July 1, 2007, this subsection shall no longer apply because this correction methodology is
no longer permitted under the final Treasury Regulations under Code section 415. 

 6.7 Limitation on Pay Taken Into Account

  

	(a)	In determining the amount of Pretax Deferrals that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the percentage reduction, elected by the Participant, is applied shall not
be limited. Notwithstanding the foregoing, however, the total annual amount of Pretax Deferrals made for a Plan Year on behalf of the Participant shall not exceed the product of the maximum deferral percentage allowed under the Plan for the Plan
Year multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17). 

  

	(b)	In determining the amount of After-Tax Contributions that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the percentage reduction,
elected by the Participant, is applied shall not be limited. Notwithstanding the foregoing, however, the total annual amount of After-Tax Contributions made for a Plan Year on behalf of the Participant shall
not exceed the product of the maximum contribution percentage allowed under the Plan for the Plan Year multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17). 


 

	(c)	In determining the amount of Matching Contributions that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the Matching Contribution is applied shall not be limited.
Notwithstanding the foregoing, however, the total annual amount of Matching Contributions made for a Plan Year on behalf of an Active Participant shall not exceed the product of the matching percentage determined under Appendix F multiplied by
the maximum amount of Earnings for which Matching Contributions are determined multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17). 


6.8 Deductibility Limitation 
 Notwithstanding any
provision of the Plan to the contrary, the dollar amount of Employer contributions to this Plan are conditioned on their deductibility under Code section 404 and, thus, shall always be limited to the amount deductible under Code
section 404 for the taxable year for which such contributions are paid to the Trust Fund. 

  
 46 







 Article 7. Benefit Distributions 

7.1 Distributions Generally 
 Distribution of a
Participant’s vested Account may begin pursuant to Plan section 7.2, relating to in-service withdrawals, Plan section 7.3, relating to benefit payments on account of a Separation from Service,
and Plan section 7.5, relating to death benefit distributions, as applicable under the terms of this Article, but not later the date provided in Plan section 7.6, relating to required minimum distributions. 

Notwithstanding the foregoing, a Participant’s Pretax Account may not be distributed earlier than upon one of the following events: 

 

	(a)	The Participant’s retirement, death, Disability, or Separation from Service; 

  

	(b)	The termination of the Plan without the establishment of another defined contribution plan (other than an employee stock ownership plan within the meaning of Code section 4975(e)(7)), provided that distributions
made under this paragraph may be made only in the form of a single lump sum that complies with Code section 401(k)(10)(B); or 

  

	(c)	The Participant’s attainment of age 59 1⁄2 or, if the Plan is amended to so provide, a financial hardship of the
Participant. 

 7.2 In-Service Withdrawals 

 

	(a)	An Active Participant or Inactive Participant may withdraw, prior to his or her Separation from Service, in the following order, any amount, up to 100 percent of the sum of the Participant’s: 


 

	 	(1)	After-Tax Account, if any; 

  

	 	(2)	Rollover Account, if any; 

  

	 	(3)	Pretax Account, but only if the Participant has attained age 59 1⁄2; and then 


 

	 	(4)	Matching Account and ESOP Dividend Account, on a pro rata basis; provided that in-service withdrawals from the Matching Account will be permitted only if the Participant has completed at least three years of Service.


  

	(b)	No withdrawal may be requested in any processing period in which a plan loan, as described in Article 8, is being processed. Furthermore, no withdrawal request may be processed more often than once in any six-month period beginning with the date that the Participant’s most recent withdrawal request was processed. 

  

	(c)	Application for a withdrawal shall be made on such forms as the Administrative Committee prescribes and shall be effective as of the end of the processing period in which such application is received and approved by the
Administrative Committee. The Administrative Committee shall direct the Trustee, in such cases, to pay the Participant or Inactive Participant the withdrawal amount in a single sum. 


  
 47 








	(d)	Withdrawals shall be paid first out of the net cumulative pre-1987 contributions from the After-Tax Account. Withdrawals shall then be paid
out of the net cumulative post-1986 contributions, together with earnings thereon, on a pro rata basis, from the After-Tax Account. Additional amounts shall be
withdrawn, if needed, from earnings on pre-1987 contributions from the After-Tax Account, then from the Rollover Account, if any, then from the Pretax Account, if
permissible, and then from the Matching Account, to the extent permissible. The amount withdrawn shall be taken from such Investment Funds in which the subaccount is invested on a pro rata basis. 


 

	(e)	A withdrawal from a Participant’s Account balances invested in Oxy Stock shall be in the form of full shares of Oxy Stock and cash representing any fractional share, except that cash shall be paid in lieu of full
shares of Oxy Stock if the Participant specified in the written request for withdrawal that the withdrawal be in the form of cash. A withdrawal from Account balances invested in assets other than Oxy Stock shall be paid in cash. Notwithstanding the
foregoing, a withdrawal consisting of pre-1987 contributions from the After-Tax Account only shall be in the form of cash. 


 

	(f)	Except as provided below, if a Participant withdraws any amount from the Matching Account, the Participant (other than a Participant who has attained age 59 1⁄2 at the time the withdrawal is requested and who withdraws the entire balance in his or her Account) shall not be permitted to make any Pretax Deferrals, Catch-Up
Contributions, After-Tax Contributions, or receive Matching Contributions for a period of six calendar months after the withdrawal is processed. The preceding sentence shall be inapplicable in the case of a
withdrawal effected by a creditor of a Participant pursuant to any insolvency proceeding initiated under federal or state law or pursuant to any tax levy. In addition, notwithstanding the foregoing and effective January 1, 2013, a Participant
who has attained age 59 1⁄2 and who withdraws less than the entire balance in his or her Account, shall not be suspended from making Pretax Deferrals, Catch-Up Contributions, After-Tax Contributions, or receiving Matching Contributions, but pursuant to subsection (b) shall not be permitted to make another withdrawal for
six months beginning with the date that the Participant’s most recent withdrawal request was processed. 

 7.3 Benefits Upon
Separation from Service 
  

	(a)	Every Participant who incurs a Separation from Service for any reason other than death may elect to receive a distribution of the vested portion of his or her Account, in a payment form specified by Plan
section 7.4. The failure of a Participant to elect a distribution of benefits upon his or her Separation from Service shall be deemed to be an election by the Participant to defer the commencement of benefits. 


 

	(b)	Unless the Participant chooses to defer the commencement of benefits, either affirmatively or by failing to make a distribution election, and subject to Plan section 7.6, distribution of benefits to a Participant
who incurs a Separation from Service shall begin not later than the 60th day after the close of the Plan Year in which occurs the later of: 


  
 48 








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

  

	 	(2)	The Participant’s 65th birthday. 

 If
for any reason the amount which is required to be paid cannot be ascertained on the date payment would be due hereunder, payment or payments shall be made not later than 60 days after the earliest date on which the amount of such payment is
ascertained. 
 7.4 Payment Rules 
  

	(a)	General Rules. All distributions from this Plan shall be valued as provided in Article 10 and paid in cash or Oxy Stock as provided in this Plan section. The automatic form of benefit payment to a
Participant who has incurred a Separation from Service and elected a distribution of his or her vested Account is a single lump sum. 

  

	(b)	Election Procedures. All Participant elections to commence benefits shall be made during an election period of not more than 90 days and, except as provided below, not less than 30 days ending on the day
prior to the date as of which his benefits are scheduled to commence in accordance with the benefit payment election procedures prescribed by the Administrative Committee. Such procedures shall require the following: 


 

	 	(1)	An election form shall be provided to the Participant in non-technical language which will contain a general description of the distribution options. 


 

	 	(2)	A Participant may revoke an election of any benefit form described in this section and choose again to take any available benefit form at any time and any number of times within the above election period.


  

	 	(3)	A Participant, after having received the written description described in this subsection, may reject the automatic form of benefit and elect a different option under subsection (c), even though the written
description was provided less than 30 days prior to the Participant’s benefit commencement date, so long as the conditions contained in Treasury Regulations section 1.417(e)-1T(b)(3)(ii) have been
met. If the Participant makes an untimely request for additional information, the Administrative Committee, at its discretion, may grant such request, but the granting of such request shall not result in the extension of the election period.


  

	(c)	Optional Payment Forms. A Participant who has incurred a Separation from Service for any reason other than death may elect to have his or her vested Account distributed to the Participant under one of the
following distribution options, in lieu of the automatic lump sum, as selected by the Participant in the manner prescribed and approved by the Administrative Committee: 


  
 49 








	 	(1)	Partial Cash Distribution. A request for a specified dollar portion of the Participant’s vested Account. A Participant may request one partial cash distribution in any
six-month period. If the Participant receives a partial cash distribution, the Participant must wait until the next processing period before he or she may request a subsequent lump sum payment or total
distribution. Under this option, Investment Fund balances will automatically be depleted on a pro rata basis in the following account depletion sequence: 

  

	 	(A)	After-Tax Account; 

  

	 	(B)	Rollover Account; 

  

	 	(C)	Pretax Account; and 

  

	 	(D)	Matching Account and ESOP Dividend Account on a pro rata basis. 

 Remaining balances in each
account will continue to participate in Investment Fund earnings until valued for distributions as provided in Article 10. 
  

	 	(2)	Special Distribution. This distribution option requires a two-step process. In the first step, the portion of Participant’s vested Account, which is an Eligible Rollover Distribution (as determined under
Plan section 7.7(b)(4)) and which is invested in Investment Funds other than the Oxy Stock Fund, is distributed as a Direct Rollover (within the meaning of Plan section 7.7(b)(1)), as directed by the Participant. In the second step,
the Oxy Stock Fund balance from the Participant’s vested Account is distributed to the Participant as shares of Oxy Stock along with a cash distribution of any remaining portion of the Participant’s vested Account. 


 

	 	(3)	Total Deferral. Defers distribution of the Participant’s vested Account, but not beyond the end of the year in which the Participant attains age 70 1⁄2. Subject to Plan section 7.6, the Participant may revoke his or her deferral election at any time by submitting another distribution request. 


 

	(d)	Reserved. 

  

	(e)	Payment Medium. The provisions of this subsection are intended to comply with the stock distribution requirements of Code sections 409(h) and 409(o) applicable to the portion of this Plan constituting
an employee stock ownership plan, as required by Code section 4975(e)(7). Notwithstanding any Plan provision to the contrary, the Administrative Committee shall take steps to ensure that this section is interpreted and administered so as to
comply with such requirements. In the event of any conflict, the rules of the Code and Treasury Regulations shall control. 


  
 50 








	 	(1)	General Rule. In the case of a Participant, Beneficiary or Alternate Payee receiving a distribution in the form of single lump sum payment, the value of the vested Account attributable to investments other
than Oxy Stock shall be paid in cash and the value of the vested Account attributable to Oxy Stock shall be distributed in full shares of Oxy Stock plus cash representing the value of any fractional share. 


 

	 	(2)	Alternative Elections. 

  

	 	(A)	By written notice to the Administrative Committee, the Participant, Beneficiary or Alternate Payee may elect to receive cash in lieu of and equal to the value of the Oxy Stock that would otherwise be distributed under
the general rule. 

  

	 	(B)	By written notice to the Administrative Committee, a Participant, Beneficiary or Alternate Payee may elect to receive all or a portion of the vested Account in the form of whole shares of Oxy Stock, plus cash for any
fractional share. Any such election shall be implemented in accordance with procedures established by the Administrative Committee by transferring the investment of such Account or portion thereof, as applicable, (including without limitation
amounts transferred from the MidCon Corp. ESOP) as soon as practicable to the Oxy Stock Fund and distributing such amounts as soon as practicable thereafter. 

  

	 	(3)	Put Option. 

  

	 	(A)	Oxy Stock is readily tradable on established securities market within the meaning of Treasury Regulation section 1.401(a)(35)-1(f)(5). Thus, the provisions of this paragraph (3) shall apply only in the event
and to the extent that as of the date of distribution of Oxy Stock, the Oxy Stock is not readily tradable on established securities market or is subject to a trading limitation. 


 

	 	(B)	If Oxy Stock is not readily tradable on established securities market or is subject to a trading limitation when distributed, the distributee shall have the option to sell (the “put option”) such Oxy Stock, in
whole or in part, to the Company. The put option shall be granted in accordance with Code section 409(h) and all applicable Treasury Regulations. Specifically, the put option shall provide that for a period of at least 60 days following the
date of distribution of the Oxy Stock and, if not exercised within such period of 60 days, during the first 60 days in the following Plan Year, the distributee shall have the right to have the Company purchase such shares at their fair market
value, determined in accordance with Treasury Regulations section 54.4975-11(d)(5), as of the Valuation Date coincident with or immediately preceding the date of exercise of such put option. The put option may be exercised by notifying the
Employer in writing that the option is being exercised. 


  
 51 








	 	(C)	Once the put option is exercised, the fair market value of such shares shall be paid in a lump sum as soon as practicable. Notwithstanding the foregoing, the Company reserves the right to adopt a different payment
schedule at any time, but such payment schedule shall not be longer than in annual installments over a period of five years, with interest on the deferred balance at a reasonable rate as determined by the Administrative Committee; provided that any
purchase of stock having a value of $1,000 or less shall be paid for in a lump sum. 

  

	 	(D)	The provisions of this paragraph (3) shall continue to apply to Oxy Stock if the Oxy Stock Fund ceases to be as an employee stock ownership plan within the meaning of Code section 4975(e)(7).


  

	 	(E)	Notwithstanding the foregoing, this paragraph (3) need not apply to that portion of an Account which the Participant has elected to invest under the diversification provisions of Plan section 9.5.


  

	(f)	Payments to Alternate Payees. To the extent permitted by the terms of a Qualified Domestic Relations Order, amounts assigned to an Alternate Payee may be paid as soon as possible in a lump sum, notwithstanding
the age, employment status, or other factors affecting the ability of the Participant to make a withdrawal or otherwise to receive a distribution of amounts allocated to the Participant’s Account, provided that the total amount assigned to
Alternate Payee does not exceed $5,000 at the time the amount is distributed or, if the amount assigned does exceed $5,000, the Alternate Payee consents in writing to the distribution. Only if required under the Qualified Domestic Relations Order,
an Alternate Payee’s Account may be distributed under one of the optional payment forms specified in subsection (c), if elected by the Alternate Payee in accordance with procedures established by the Administrative Committee.
Notwithstanding the foregoing, the Alternate Payee shall be paid in no event later than the dates specified in Plan section 7.6 (relating to required minimum distributions). 


 

	(g)	Special Rules for Former Laurel Plan Accounts. 

  

	 	(1)	In the case of a Participant for whom a direct plan-to-plan transfer was made to this Plan from the Laurel Industries Inc. Incentive
Savings Plan (the “Laurel Plan”), distribution may be made, at the election of the Participant, in any form described in section 6.5(b)(2) of the Laurel Plan as in effect on December 31, 1996, provided that the amount
subject to such election shall not exceed the amount of the Participant’s Account attributable to such transfer. 

  

	 	(2)	 In the case of a Beneficiary of a Participant for whom a direct
plan-to-plan transfer was made to this Plan from the Laurel Industries Inc. Incentive Savings Plan (the “Laurel Plan”), distribution may be made, at the
election of the 



  
 52 








	 	
Beneficiary, in any form described in section 6.6(g)(1)(ii) of the Laurel Plan as in effect on December 31, 1996, provided that the amount subject to such election shall not exceed the
amount of the Beneficiary’s Account attributable to such transfer. 

  

	(h)	Special Additional Distribution Option for CRC Group Employees Transferring to California Resources Corporation. The provisions of this subsection shall apply to a Participant who is a CRC Group Employee, as that
term is defined in the Employee Matters Agreement between Occidental Petroleum Corporation and California Resources Corporation. Such individual will have incurred a severance of employment, within the meaning of Code section 401(k)(2)(B)(i)(I) and,
thus, a Separation from Service. 

 Effective for a period beginning December 1, 2014 to December 15, 2014, the CRC
Group Employee may elect the distribution described in this subsection as follows: 
 The CRC Group Employee’s vested Account which is
an Eligible Rollover Distribution (as determined under Plan section 7.7(b)(4)) and which is invested in Investment Funds other than the Oxy Stock Fund and the CRC Stock Fund is distributed in the first part as a Direct Rollover (within the meaning
of Plan section 7.7(b)(1)) to the applicable California Resources Corporation plan. 
  

	(i)	Mandatory Cashout Distribution. Notwithstanding the election procedures set forth above in Plan section 7.4(b): 

  

	 	(1)	Distribution Less Than or Equal to $1,000. Effective October 1, 2015, if the vested Account of a terminated Participant is equal to or less than $1,000 when the amount thereof is first determined, the entire amount
shall be distributed in a lump sum as promptly as possible. 

  

	 	(2)	Distribution Greater Than $1,000 But Less Than or Equal to $5,000. Effective as of a later date specified by the Administrative Committee, if the vested Account of a terminated Participant exceeds $1,000 but is less
than or equal to $5,000 when the amount thereof is first determined, and the Participant fails to elect to have his or her benefits paid directly or in the form of a Direct Rollover (within the meaning of Plan section 7.7(b)(1)) to an Eligible
Retirement Plan (within the meaning of Plan section 7.7(b)(3)), the entire account shall be distributed as an automatic rollover to an individual retirement account designated by the Administrative Committee. The Participant will be notified in
writing regarding the identity of the individual retirement account trustee or issuer and that his distribution may be transferred without cost or penalty to another individual retirement account. 


7.5 Death Benefits 
  

	(a)	Participant’s Death After Benefit Commencement. If the Participant dies after distribution of his or her vested Account has commenced, the remaining portion of such benefit, if any, will continue to be
distributed at least as rapidly as under the method of distribution in effect prior to the Participant’s death. 


  
 53 








	(b)	Participant’s Death Before Benefit Commencement. Upon the death of a Participant before benefit payments begin, the balance of the deceased Participant’s Account shall be distributed to the
Participant’s Beneficiary as soon as practicable after the Participant’s death. Notwithstanding the foregoing, a Beneficiary who is the Participant’s Spouse may elect, before any benefit payments begin, in accordance with procedures
established by the Administrative Committee, to defer receipt of payment of the deceased Participant’s Account, but not beyond December 31 of the year which includes the date the Participant would have attained age 70 1⁄2. 

  

	 	(1)	If the Participant’s Beneficiary is a trust or estate, the distribution shall be paid in a single lump sum payment. 

  

	 	(2)	If the Beneficiary is other than the Participant’s Spouse and unless the Beneficiary elects otherwise, the distribution shall be paid in a single lump sum. 


 

	 	(3)	If the Beneficiary is the Participant’s Spouse, then in addition to the payment form described in paragraph (2), the Spouse may elect, in accordance with procedures established by the Administrative Committee,
to have the distribution paid in the form of a partial cash distribution, as described in Plan section 7.4(c)(1). 

  

	(c)	Death of Alternate Payee or Beneficiary. If an Alternate Payee or a Beneficiary of a deceased Participant or Alternate Payee dies prior to distribution of the separate Account established on behalf of the
Alternate Payee or Beneficiary, the balance of the deceased individual’s Account shall be distributed to his or her Beneficiary as soon as practicable after his death. Such distribution shall be made in the form of a lump sum payment.


 7.6 Required Minimum Distributions 

This section applies for purposes of determining required minimum distributions for distribution Plan Years beginning on or after January 1, 2003. In
other words, this section provides the latest time for distributions to be made or commenced. Other Plan provisions may specify earlier dates for distributions and such provisions shall govern to the extent they are consistent with this section.
This section, however, takes precedence over any inconsistent Plan provision. All distributions required under this section shall be determined and made in accordance with Code section 401(a)(9) and the Treasury Regulations thereunder,
including the minimum distribution incidental benefit requirements, which are incorporated herein by this reference. For purposes of this Plan section, the required minimum distribution amount shall be determined based on the Account balance as of
the last Accounting Date in the Plan Year immediately preceding the Distribution Calendar Year, increased by contributions made and allocated as of dates in the Plan Year after the last Accounting Date, if any, and reduced by distributions made in
the Plan Year after the last 

  
 54 







 
Accounting Date, if any. The Account balance for the Plan Year immediately preceding the Distribution Calendar Year includes any amounts rolled over or transferred to the Plan
in the Plan Year. 
  

	(a)	Form of Distribution. Unless the Participant’s Account is distributed in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in
accordance with subsections (b) and (c). 

  

	(b)	Required Minimum Distributions During Participant’s Lifetime. The Participant’s entire Account will be distributed, or begin to be distributed, to the Participant no later than the Participant’s
Required Beginning Date. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the amount determined under the default rule of paragraph (1) or, if the Participant satisfies
the conditions in a timely manner, under the alternative rule of (2): 

  

	 	(1)	Default Rule. The quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations
section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in each Distribution Calendar Year. 


 

	 	(2)	Alternative Rule. If the Participant’s sole Beneficiary for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Account balance by the
number in the Joint and Last Survivor Table set forth in Treasury Regulations section 1.401(a)(9)-9, using the participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s
birthdays in the Distribution Calendar Year. For this alternative rule to apply, the Participant must request its application and provide such proof of marriage and the Spouse’s age, at such time and in such manner as the Administrative
Committee may reasonable require, in advance of the Distribution Calendar Year. 

 Required minimum distributions will be
determined under this subsection beginning with the first Distribution Calendar Year and redetermined for each subsequent Distribution Calendar Year up to and including the Distribution Calendar Year that includes the Participant’s date of
death. 
  

	(c)	Required Minimum Distributions After Participant’s Death. 

  

	 	(1)	Death of Participant On or After Date Distributions Begin. 

  

	 	(A)	Participant Survived by One Beneficiary. If the Participant dies on or after the date distributions begin and there is a sole Beneficiary, the minimum amount that will be distributed for each Distribution
Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the remaining Life Expectancy, determined as follows: 


  
 55 








	 	(i)	If the Participant is not married or the sole Beneficiary is not the Participant’s surviving Spouse, the remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one
for each subsequent year. 

  

	 	(ii)	If the Participant’s surviving Spouse is the Participant’s sole Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the
Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For the Distribution Calendar Year after the year of the surviving Spouse’s death, any remaining payment shall be made in a single sum
to the Spouse’s estate. 

  

	 	(B)	Participant Survived by More Than One Beneficiary. If the Participant dies on or after the date distributions begin and there is more than one Beneficiary as of September 30 of the year after the year of the
Participant’s death, the Participant’s remaining Account shall be paid in a single sum as required by Plan section 7.5. 

  

	 	(C)	No Beneficiary Survives the Participant. If there is no Beneficiary as of September 30 of the year after the year of the Participant’s death, the Participant’s remaining Account will be paid in a
single sum to the Participant’s estate no later than the Distribution Calendar Year after the Participant’s death. 

  

	 	(2)	Death of Participant Before Date Distributions Begin. If the Participant dies before distributions begin, the Participant’s Account balance will be distributed, or begin to be distributed no later
than provided in this paragraph. The minimum amount that will be distributed or begin to be distributed for each Distribution Calendar Year after the year of the Participant’s death is the amount determined in paragraph (1) above.


  

	 	(A)	If the Participant’s surviving Spouse is the Participant’s sole Beneficiary, then distributions to the surviving Spouse will begin no later than: 


 

	 	(i)	December 31 of the calendar year immediately following the calendar year in which the Participant died; or 

  

	 	(ii)	December 31 of the calendar year in which the Participant would have attained age 70 1⁄2, if later. 


 

	 	(B)	If the Participant’s surviving Spouse is the Participant’s sole Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this subsection, other
than subparagraph (A) immediately above, will apply as if the surviving Spouse were the Participant. 


  
 56 







 If the Participant’s surviving Spouse is not the Participant’s sole Beneficiary, then
distributions to the Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. 
  

	 	(C)	If there is no Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s Account balance will be distributed to the Participant’s estate no later
than by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 

  

	(d)	Special Definitions. In addition to the terms defined in Plan section 2.1 or elsewhere in this Plan, whenever used in this Plan section, the following terms shall have the respective meanings set forth
below, unless expressly provided otherwise. When the defined meaning is intended, the term is capitalized. 

  

	 	(1)	“Distribution Calendar Year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is
the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin.
The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. 


 

	 	(2)	“Life Expectancy” means the life expectancy determined under the Single Life Table in Treasury Regulations section 1.401(a)(9)-9. 


 

	 	(3)	“Required Beginning Date” means the later of: 

  

	 	(A)	The December 31 of the calendar year in which the Participant attains age 70 1⁄2, if the Participant is a “5-percent owner,” as defined in Code section 416, or has incurred a Separation from Service, and 

  

	 	(B)	In all other cases, the December 31 of the calendar year in which the Participant has a Separation from Service. 


Notwithstanding any provision of this Plan section to the contrary and consistent with Code section 401(a)(9)(H), no minimum distribution shall be
required under this Plan section for the 2009 calendar year. The Required Beginning Date for any individual shall be determined without regard to the preceding sentence for purposes of applying this Plan section to required minimum distributions for
any calendar year after 2009. Moreover, the fifth anniversary of the Participant’s death under Plan section 7.6(c)(2)(C) shall be determined by disregarding calendar year 2009. A Direct Rollover will be offered only for distributions that
would be Eligible Rollover Distributions without regard to Code section 401(a)(9)(H), as these terms are defined in Plan section 7.7(b). 

  
 57 







 7.7 Mandatory Tax Withholding and Direct Rollovers 

 

	(a)	General Rule. Notwithstanding any Plan provision to the contrary, all withdrawals and other distributions under this Plan shall comply with the requirements of this section, Code section 401(a)(31), the
Treasury Regulations thereunder, and related regulatory rules. Under this section, a Distributee entitled to a current withdrawal or distribution from the Plan may elect, at the time and in the manner prescribed by the Administrative Committee, to
have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan. In prescribing the manner of making elections with respect to Eligible Rollover Distributions, the Administrative Committee may provide for a
uniform, nondiscriminatory application of any restrictions permitted under applicable sections of the Code, Treasury Regulations, and related regulatory rules, including a requirement that a Distributee may not elect to make a Direct Rollover from a
single Eligible Rollover Distribution to more than one Eligible Retirement Plan. 

  

	(b)	Special Definitions. In addition to the terms defined in Plan section 2.1 or elsewhere in this Plan, whenever used in this Plan section, the following terms shall have the respective meanings set forth
below, unless expressly provided otherwise. When the defined meaning is intended, the term is capitalized. 

  

	 	(1)	“Direct Rollover” means an Eligible Rollover Distribution that is paid directly to an Eligible Retirement Plan at the direction and for the benefit of the Distributee. 


 

	 	(2)	“Distributee” means a Participant, a Participant’s surviving Spouse or a Participant’s Spouse who is the Alternate Payee. 


Effective for distributions made after December 31, 2009 on behalf of a deceased Participant to a Beneficiary who is neither the
Participant’s surviving Spouse or the Participant’s former Spouse and Alternate Payee, the nonspouse Beneficiary shall be a Distributee and the distribution will be treated as an Eligible Rollover Distribution if the following requirements
are met. The distribution must made on behalf of the nonspouse Beneficiary in a direct transfer to an individual retirement account, described in Code section 408(a), or an individual retirement annuity, described in Code section 408(b)
that is treated as an inherited individual retirement account or annuity for purposes of Code section 408(d)(3)(C). In addition, Code section 401(a)(9)(B), other than clause (iv) thereof relating to required minimum distributions to
the Beneficiary, shall apply to the inherited individual retirement account or annuity. 
  

	 	(3)	 “Eligible Retirement Plan” is an individual retirement account described in Code section 408(a), an individual retirement
annuity described in Code section 408(b), an annuity plan described in Code section 403(a), or a qualified trust described in Code section 401(a) that accepts the Distributee’s Eligible Rollover Distribution. Effective for
distributions made after 



  
 58 








	 	
December 31, 2001, an “Eligible Retirement Plan” includes an annuity contract described in Code section 403(b) and an eligible plan under Code section 457(b) which
is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan.


  

	 	(4)	“Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:


  

	 	(A)	Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee and the Distributee’s designated
Beneficiary, or for a specified period of ten years or more; 

  

	 	(B)	Any distribution to the extent the distribution is required under Code section 401(a)(9) and related Treasury Regulations; 

  

	 	(C)	Any loans that is treated as a deemed distribution pursuant to Code section 72(p); 

  

	 	(D)	Any dividends paid on employer securities and passed through to the Participant, Alternate Payee or Beneficiary, as described in Code section 404(k); and 


 

	 	(E)	Prior to January 1, 2002, the portion of any distribution that is not includible in gross income. 


Effective for distributions made after December 31, 2001, a portion of a distribution shall not fail to be an Eligible Rollover
Distribution merely because the portion consists of After-Tax Contributions, which are not includable in gross income. However, for distributions made after December 31, 2001 and before January 1,
2007, such portion may be transferred only to an individual retirement account or annuity described in Code section 408(a) or (b), or to a qualified defined contribution plan described in Code section 401(a) or 403(a) that agrees to
separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable. For distributions made after
January 1, 2007, such portion may be transferred only to an individual retirement account or annuity described in Code section 408(a) or (b), to a qualified plan described in Code section 401(a) or 403(a), or to an annuity contract
described in Code section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which
is not so includable. 

  
 59 







 Determinations of what constitutes an Eligible Rollover Distribution shall at all times be made
in accordance with the current rules under Code section 402(c), which shall be controlling for this purpose. 
  

	 	(F)	“Conversion” means a Direct Rollover of an Eligible Rollover Distribution from the Plan to the Roth IRA, within the meaning of Code section 408A. The amount rolled over is included in the
gross income of the Distributee to the same extent that such amount would have been included in gross income if not rolled over. A Conversion is not subject to mandatory income tax withholding under Code section 3405. A Distributee may elect a
Conversion of an Eligible Rollover Distribution made on or after January 1, 2008. (For taxable years beginning before January 1, 2010, an individual is not eligible to make a Conversion if the individual has modified adjusted gross income
exceeding $100,000 or the individual is married and files a separate return. The determination of eligibility for a Conversion is solely the responsibility of the Distributee.) 


  
 60 







 Article 8. Participant Loans 

8.1 Availability of Loans 
 The Administrative Committee,
in accordance with the following, may make loans to Participants who are Active Participants or Inactive Participants (referred to for purposes of this Section as “Participants”) from the vested portion of the Participant’s Account.
Loans shall (a) be made available on a reasonably equivalent basis, (b) not be made available to Highly Compensated Employees in an amount equal to a greater percentage of their vested Account balance or the percent made available to other
loan applicants, (c) bear a reasonable rate of interest, and (d) be adequately secured by the Participant’s vested Account balance. 
 8.2
Amount of Loan 
 No loan (when added to the outstanding balance of all other loans made by the Plan to the Participant) shall exceed the lesser of: 

 

	(a)	Fifty percent of the Participant’s vested Account, or 

  

	(b)	Fifty thousand dollars, reduced by the highest outstanding balance of his or her loans from the Plan during the one year period ending on the date the loan is made over the outstanding balance of all of his or her Plan
loans on the date on which such loan was made. 

 For the purpose of this limitation, all loans from all plans of the Employer are aggregated.

 8.3 Procedures for Loans 
 The Administrative
Committee shall promulgate written loan procedures which shall form part of the Plan which may include, but need not be limited to, the following information: 
  

	(a)	The identity of the persons or positions authorized to administer the loan program. 

  

	(b)	The procedure for applying for loans. 

  

	(c)	The basis on which loans will be approved or denied. 

  

	(d)	The limitations, if any, on the types and amount of loans offered. 

  

	(e)	The procedure under the program for determining a reasonable rate of interest. 

  

	(f)	The types of collateral which may secure a Participant’s loan. 

  

	(g)	The events constituting default and the steps that will be taken to preserve Plan assets in the event of such default. 


In the event of any conflict between the loan procedures and the provisions of this section, the loan procedures shall control. 

  
 61 







 Article 9. Investment Elections 

9.1 Investment of Contributions 
 All Pretax Deferrals, After-Tax Contributions, Adjustment Contributions, Catch-Up Contributions, Rollover Contributions and loan repayments (both principal and interest) made by and on behalf of a
Participant each Plan Year and amounts merged into the Plan shall be invested as the Participant shall designate in the Investment Funds then available in increments of 1 percent of the aggregate amount of such contributions. Effective June 1,
2015, Participants may invest up to 30% of future Pretax Deferrals, Catch-Up Contributions, and After-Tax Contributions in the Oxy Stock Fund, but no new Rollover Contributions may be invested in the Oxy Stock Fund. Effective June 1, 2015,
notwithstanding any provision to the contrary, a Participant may not transfer any investment into the Oxy Stock Fund, other than investments transferred from the CRC Stock Fund, if the combined amounts a Participant holds under the CRC Stock Fund
and the Oxy Stock Fund exceed 30% of the Participant’s total Plan balance. 
 Each Participant may make the designation described above by making an
election in accordance with procedures established by the Administrative Committee upon becoming a Participant and may change such election at any time by making another election in accordance with procedures established by the Administrative
Committee. Any such election shall take effect as of the first available pay period after the election was received by the Administrative Committee. 
 The
selection of any Investment Fund is the sole and exclusive responsibility of each Participant, and it is intended that the selection of an Investment Fund by each Participant be within the parameters of section 404(c) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) and the regulations thereunder. Neither the Employer, Administrative Committee, Investment Committee nor any of the directors, officers, agents or Employees of the Employer are empowered to
or shall be permitted to advise a Participant as to the manner in which his Accounts shall be invested or changed. No liability whatsoever shall be imposed upon the Employer, the Trustees, any Committee member, or any director, officer, agent or
Employee of the Employer for any loss resulting to a Participant’s account because of any sale or investment directed by a Participant under this section or because of the Participant’s failure to take any action regarding an investment
acquired pursuant to such elective investment. 
 In the event that a Participant fails to designate the Investment Fund in which Pretax Deferrals, After-Tax Contributions, Adjustment Contributions, Catch-Up Contributions, Rollover Contributions, loan repayments or amounts merged into the Plan are to be invested, such
amounts shall be invested in the Stable Value Fund. Effective on or after October 1, 2008, in the event that a Participant fails, or continues to fail to designate the Investment Fund in which Pretax Deferrals,
After-Tax Contributions, Adjustment Contributions, Catch-Up Contributions, Rollover Contributions, loan repayments, or amounts merged into the Plan that are to be
invested on or after October 1, 2008, such amounts shall be invested in the Diversified Balance Fund. 

  
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 Any amount previously defaulted into an Investment Fund due to a Participant’s failure to designate an
Investment Fund shall not be re-designated or transferred on or after October 1, 2008, unless the Participant otherwise transfers such amount in accordance with Plan section 9.2(a). The Diversified Balance Fund is the Plan’s
qualified default investment alternative, as this term is defined in Department of Labor Regulations section 2550.404c-5(e). 

Matching Contributions made on behalf of a Participant shall be invested in the Oxy Stock Fund. 

9.2 Transfers of Existing Balances 
  

	(a)	General Rules. Subject to any investment limitation or restriction imposed by the Investment Fund and except as provided in Plan section 9.5, each Participant, including Inactive Participants and Former
Participants, as well as each Alternate Payee or spousal Beneficiary with an Account under the Plan may elect to transfer, in accordance with procedures established by the Administrative Committee, amounts invested in any Investment Fund to one or
more Investment Funds then available in increments of 1 percent of the amount being transferred. If the election is received by the Administrative Committee by 1 p.m. (Central Time) on an Accounting Date, the transfer will be processed on
that Accounting Date. Each election made under this Plan section shall be effective as of the first Accounting Date after the date in which notice thereof is received by the Administrative Committee. If the election is received by the Administrative
Committee after 1 p.m. (Central Time) or on a date other than an Accounting Date, the transfer will be processed on the next Accounting Date. The Administrative Committee may impose such Investment Fund transfer fees as it deems reasonable and
appropriate to defray the administrative expenses of the Plan. Any transfer of existing balances made pursuant under this Plan section does not affect the investment of future contributions, including loan repayments and amounts merged into this
Plan, which will be invested as provided under Plan section 9.1 and the last investment election of the Participant filed thereunder. 

  

	(b)	Oxy Stock Fund Transfers.  

  

	 	(1)	Effective January 1, 2015, a vested Participant may not transfer any investment (other than investments transferred from the CRC Stock Fund) into the Oxy Stock Fund if the combined amounts a Participant holds under
the CRC Stock Fund and the Oxy Stock Fund exceed 55% of the Participant’s total Plan balance. 

  

	 	(2)	Effective June 1, 2015, a vested Participant may not transfer any investment (other than investments transferred from the CRC Stock Fund) into the Oxy Stock Fund if the combined amounts a Participant holds under
the CRC Stock Fund and the Oxy Stock Fund exceed 30% of the Participant’s total Plan balance. 


  
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	(c)	Qualified Plan Transfers. Nothing contained in this Plan section shall be construed as preventing a Participant, including Inactive Participants and Former Participants, from having amounts allocated to his or
her Account in any Investment Fund transferred to one or more other Investment Funds for the purpose of facilitating an asset transfer to the trustee of a Qualified Plan sponsored by a purchaser or the subsidiary of a purchaser as a result of a
transaction involving the sale by the Company or an Affiliate of either all or substantially all of the outstanding common stock of an Affiliate or all or substantially all of the assets of a facility, under circumstances where the Participant or
Inactive Participant is employed by the Affiliate or at the facility that is the subject of the sale. 

 9.3 Transfer of Assets 

The Administrative Committee shall direct the Trustee to transfer monies or other property between Investment Funds as soon as is practicable after each
Accounting Date to the extent required to carry out the aggregate contribution and transfer transactions as of such Accounting Date after the necessary entries have been made in the Accounts and offsetting transfer elections have been reconciled, in
accordance with uniform rules established by the Administrative Committee. 
 9.4 Reserved 

9.5 Matching Account Diversification Rights After August 1, 2004 

This section is effective August 2, 2004 and shall apply notwithstanding any contrary provision of this Plan. 

 

	(a)	Diversification Elections After August 1, 2004. A Qualified Participant shall have the right to transfer to other available Investment Funds, in accordance with Plan section 9.2, up to 100 percent of
the current market value of the number of Units in the Oxy Stock Fund credited to his Matching Account and ESOP Dividend Account. 

  

	(b)	No Reinvestment. For the period from July 1, 2006 through March 30, 2007, the number of Units in a Qualified Participant’s Matching Account that have been transferred out of the Oxy Stock Fund as
described in subsection (a) above may not be reinvested the Oxy Stock Fund. 

  

	(c)	Election Procedures. Elections to transfer amounts from the Oxy Stock Fund among available Investment Funds shall be made pursuant to procedures established by the Administrative Committee. Each election made
under this section shall be effective as of the first Accounting Date after the date on which the Administrative Committee properly receives the election. 


  
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	(d)	Authority. The Investment Committee shall have the authority to take any actions as may be appropriate or necessary to ensure the proper operation of the Plan and investment in the Oxy Stock Fund consistent with
the provisions of this section. 

  

	(e)	Qualified Participant. For purposes of this section, a “Qualified Participant” means: 

  

	 	(1)	Effective August 2, 2004, a Participant, who has completed at least 10 years of Service under the Plan and has attained age 55; 


 

	 	(2)	Effective January 1, 2005, a Participant, who has completed at least 10 years of Service under the Plan and has attained age 50; 


 

	 	(3)	Effective March 1, 2005, a Participant, who has completed at least 5 years of Service under the Plan and has attained age 50; 

  

	 	(4)	Effective July 1, 2006, a Participant, who has completed at least 5 years of Service under the Plan; and 

  

	 	(5)	Effective January 1, 2007, a Participant, who has completed at least 3 years of Service under the Plan. 

  

	 	(6)	Effective January 1, 2015, any Active Participant, regardless of the individual’s years of Service under the Plan. 


Until July 1, 2006, the Service requirement described in paragraphs (1) through (4) must be met on or before a Participant
incurs a Separation from Service. As of July 1, 2006, a Qualified Participant includes a Former Participant who has incurred a Separation from Service but only with respect to the portion of the vested portion of the Participant’s
Matching Account as of his Separation from Service. 

  
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 Article 10. Participant Accounts and Records of the Plan 

10.1 Accounts and Records 
 The Participant’s Pretax
Account, Matching Account, After-Tax Account, and Rollover Account shall be assigned a subaccount for each Investment Fund in which the Account is invested. Each such subaccount shall be maintained and valued
separately from all other subaccounts. The Administrative Committee shall maintain records relative to a Participant’s Accounts so that there may be determined as of any Accounting Date the current market value of his Accounts in the Trust
Fund. 
 Each Participant, Alternate Payee and Beneficiary with an Account shall be advised from time to time, at least once each Plan Year, as to the value
of his or her Account and the portions thereof attributable to his or her Matching Account and the sum of his or her Pretax Account, Matching Account, After-Tax Account, and Rollover Account and to the various
Investment Funds. 
 10.2 Account Value 
 As of any
given date for which determination of the value of an Account is required, such value shall equal the sum of the value of Pretax Account, Matching Account, After-Tax Account, and Rollover Account as of the
preceding Accounting Date plus any additional contributions withheld or paid and less the amount of any withdrawals from such Account after the Accounting Date and prior to the date of determination. 

10.3 Investment Funds 
 The Trust Fund shall consist of
the Investment Funds, and each Account invested in an Investment Fund shall have an undivided proportionate interest in that Investment Fund. The Administrative Committee shall have the right to determine the number of Investment Funds to be
maintained by the Plan, and to increase or decrease that number from time to time as it deems appropriate. The Investment Committee shall establish additional Investment Funds or eliminate existing Investment Funds as directed by the Administrative
Committee. In so doing, the Investment Committee shall implement and carry out investment objectives and policies which it shall establish and maintain. 

10.4 Unit Value of Investment Funds 
 As of each
Accounting Date, the Trustee shall determine the fair market value of the assets of each Investment Fund, and shall notify the Administrative Committee of the value so determined. Assets for which there is a readily ascertainable market shall be
valued by the Trustee at their fair market value, determined by the last known public sale on the Accounting Date as of which the market value is determined. In the absence of a sale on the Accounting Date, the fair market value of such assets, as
well as other assets for which there is no readily ascertainable fair market value, shall be determined by the Trustee in such consistent manner as the Trustees shall consider appropriate. 

  
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 10.5 Calculation of Unit Value 

The Trustee shall divide the aggregate value of the assets of each Investment Fund, as so determined, by the total number of outstanding Units in such
Investment Fund on the Accounting Date. The result obtained shall be the new value of each Unit, or “Unit value,” as of the Accounting Date. The Unit value for all Investment Funds shall be ten dollars on the first Accounting Date in 1999.

 10.6 Valuation Adjustments 
 As of each Accounting
Date, after the Units in each Investment Fund have been revalued, the Administrative Committee shall adjust the balances in the Accounts in the respective Investment Funds of the Trust Fund, upward or downward, in proportion to the Account balance
in the Investment Fund as of the previous Accounting Date. As a result, the sum of such Account balances will equal the net value of each Investment Fund of the Trust Fund as of that Accounting Date. The subaccounts shall then, when appropriate, be
credited with additional Units by dividing the dollar amount of contributions, fund transfers, loan repayments, and dividends paid with respect to Oxy Stock to be allocated to each subaccount on that Accounting Date by the newly calculated value of
a Unit in the Investment Fund. 
 10.7 Debiting of Accounts upon Distribution, Withdrawal, Loan or Charge 

Any Units distributed or withdrawn from an Account (including any Units debited as a result of an Investment Fund transfer fee or redemption fee imposed
pursuant to Plan section 9.2) shall be charged to the respective subaccounts in each Investment Fund as of the date the benefit or charge is payable. The amount distributable or chargeable to the Account shall be equal to the number of Units
distributed or charged from the Account multiplied by the Unit value determined as of the Accounting Date immediately preceding the date as of which the distribution or charge is payable. 

10.8 Unit Value upon Transfer of Investment Funds 

Participants, Alternate Payees and Beneficiaries electing to transfer from one Investment Fund to another under Plan section 9.2 shall, as of the
Accounting Date of the transfer, have their Accounts in the Investment Fund from which the transfer is made charged and their Accounts in the Investment Fund to which the transfer is made credited, based upon the applicable Investment Fund Unit
values in effect as of the Accounting Date. 
 10.9 Oxy Stock Fund Valuation 

The balance of each Matching Account and, separately, any other portion of the Account invested in the Oxy Stock Fund shall be maintained in full and
fractional Units. 
 All Oxy Stock acquired by the Oxy Stock Fund, including, but not by way of limitation, Oxy Stock contributed directly by the
Employer or purchased with the contributions, Oxy Stock purchased with cash dividends paid in respect of Oxy Stock, Oxy Stock acquired from stock dividends and stock splits, and Oxy Stock purchased with the proceeds of the sale or exchange of
warrants, rights or dividends in kind distributed in respect of Oxy Stock, shall be allocated to the Accounts based on the portion of the Account invested in the Oxy Stock Fund as of the Accounting Date in which the Oxy Stock is acquired. 

  
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 For the purpose of valuing an Account in connection with any withdrawal or loan under the provisions of the Plan
or for the purpose of any distribution in kind or partly in kind, shares of Oxy Stock shall be valued as of the Accounting Date of the withdrawal, loan, or distribution based on the closing quotation on the New York Stock Exchange on the Accounting
Date in which such withdrawal, loan, or distribution is made; provided, however, that if shares of Oxy Stock are sold in connection with such a withdrawal, loan, or distribution, the shares sold shall be valued at the net proceeds received from such
sale. If the closing price of such Oxy Stock shall not be so quoted or if so quoted shall not be available to the Administrative Committee, a composite index price or other price which shall be generally accepted for the establishment of fair market
value shall be used for the purpose of so valuing the Account. 
 For the purpose of valuing an Account in connection with any transfer under the provisions
of the Plan, shares of Oxy Stock shall be valued as of the effective date of the transfer based on the closing quotation on the New York Stock Exchange on the Accounting Date in which such transfer is made; provided, however, that if shares of Oxy
Stock are sold in connection with such transfer, the shares sold shall be valued at the net proceeds received from such sale. If the closing price of such Oxy Stock shall not be so quoted or if so quoted shall not be available to the Administrative
Committee, a composite index price or other price which shall be generally accepted for the establishment of fair market value shall be used for the purpose of so valuing the Account. 

10.10 Value of Accounts 
 The value of the balance of any
Account as of any Accounting Date shall equal: 
  

	(a)	The number of Units credited to the Account as of that date, including Units credited on that date pursuant to Plan section 10.6, multiplied by the Unit value determined as of the Accounting Date, plus


  

	(b)	Any uninvested cash in the Account. 

 10.11 Cost Account 

The Trustee shall maintain records so that the cost or “basis” (for tax purposes) of the Oxy Stock allocated to an Account may be determined as of
any Accounting Date. Whenever shares of Oxy Stock are distributed from the Account, such shares shall be assigned a cost equal to the average cost of all shares allocated at the same time in accordance with rules and procedures adopted for the
purpose by the Administrative Committee. 
 10.12 Rollover Contributions 
  

	(a)	Subject to the Administrative Committee’s approval and in accordance with uniform and nondiscriminatory procedures adopted by the Administrative Committee, Active or Inactive Participants may contribute, under the
conditions specified in this Plan section, to this Plan any of the amounts specified as Rollover Contributions. Rollover Contributions will be held in the Participant’s Rollover Account. 


  
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	(b)	The amount must have been received by or on behalf of the Participant as an eligible rollover distribution, as defined in Code section 402(c)(4). The amount received may not include after-tax contributions (except
to the limited extent described in subsection (f)) or any other amount not eligible for rollover treatment, such as required minimum distributions under Code section 401(a)(9). 


 

	 	(1)	In the case of direct rollovers, the distribution must be received directly from 

  

	 	(A)	A Qualified Plan; 

  

	 	(B)	A qualified plan described in Code section 403(a); 

  

	 	(C)	An annuity contract described in Code section 403(b); or 

  

	 	(D)	An eligible plan under Code Section 457(b) which is maintained by a state, a political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. 


 

	 	(2)	In the case of a Rollover Contribution by the Participant, as opposed to a direct rollover, the Participant must have received the distribution no more than 60 days (unless the
60-day rollover deadline has been waived by the Internal Revenue Service pursuant to Code section 402(c)(3)) earlier from: 


 

	 	(A)	A plan described in paragraph (1); or 

  

	 	(B)	An individual retirement account or annuity described in Code section 408(a) or 408(b) that only includes amounts contributed to such account or annuity that had been rollover contributions from a plan described in
paragraph (1). 

  

	 	(3)	On a uniform and nondiscriminatory basis, the Administrative Committee or the Company may permit direct rollovers of promissory notes in connection with a loan under a Qualified Plan pursuant to Treasury Regulations
section 1.401(a)(31)–1, Q&A–16. The Administrative Committee may establish such reasonable procedures as it deems necessary to facilitate the direct rollover of the promissory notes and to ensure that after the rollover, each loan
under the Plan complies with Code section 72(p), ERISA section 408(b)(1), and the regulations thereunder. By way of illustration and not limitation, the Administrative Committee may reamortize directly rolled over loans to accommodate
repayment of the loans in conjunction with the payroll schedules of an Employer so as to comply with the maximum permitted term of the loan, or may require a Participant to execute such modification to an existing loan that is rolled over, as the
Administrative Committee deems, in its sole discretion, necessary to comply with Code section 72(p), ERISA section 408(b)(1), or the regulations thereunder. 


 

	(c)	 Before accepting an amount as a Rollover Contribution, the Administrative Committee may require such information and documents it deems necessary or




  
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appropriate to establish that the contribution will satisfy the requirements of this Plan section and that receipt of the contribution will not adversely affect the qualified status of this Plan.
To the extent deemed necessary or appropriate by the Administrative Committee, such information may include copies of one or more of the following: IRS Form 1099, a distribution statement, the distribution check, certifications from the Participant,
and statements from the administrator of the transferor plan that such plan had received a favorable determination letter from the Internal Revenue Service. 

  

	(d)	Rollover Contributions, other than a promissory note evidencing a Participant loan that is rolled over, shall be invested in such Investment Funds as the Participant shall select, in accordance with such rules as are
provided in Article 9, or in accordance with other procedures approved by the Administrative Committee. Rollover Contributions to this Plan will not be accepted unless the Participant has made an affirmative investment election with respect to
his or her Rollover Account under Article 9. Notwithstanding the foregoing, in no event shall Rollover Contributions made on or after June 1, 2015, be invested in the Oxy Stock Fund. 


 

	(e)	If a Rollover Contribution is made to this Plan and the Administrative Committee later determines that the contribution did not satisfy the requirements of this Plan section, then the Rollover Contribution, plus any
earnings attributable to the Rollover Contribution, shall be distributed to the Participant, within a reasonable time after the Administrative Committee’s determination. The Administrative Committee may use any reasonable method to determine
the amount of earnings attributable to the Rollover Contribution. 

  

	(f)	Effective June 7, 2005 and notwithstanding the foregoing provisions of this section, in the case Participants who formerly were employed by Vulcan Chloralkali, LLC or Vulcan Materials Company and who are
“Transferred Business Employees” as that term is defined in the “Asset Purchase Agreement By and Between Basic Chemicals Company, LLC, Vulcan Chloralkali, LLC and Vulcan Materials Company dated as of October 11, 2004,”
rollover amounts tendered to the Administrative Committee may include amounts contributed to the Vulcan Materials Company Thrift Plan for Salaried Employees or the Vulcan Materials Company Chemicals Division Hourly Savings Plan on an after-tax basis
by such Transferred Business Employee who is a Participant, provided such rollover amounts are tendered no later than sixty calendar days after the day following such Transferred Business Employee’s Employment Date as that term is defined in
the Asset Purchase Agreement. The Plan shall separately account for such rollover amounts to the extent required under Code section 402(c)(A). 

  

	(g)	The balance in a Participant’s Rollover Account shall be distributed at the same time and in the same manner as other amounts in the Participant’s Account. Any questions concerning entitlement to a
distribution of a Rollover Account shall be resolved by adding the term “and Rollover Account” in each place where the term “Account” appears in Article 7. 


  
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 10.13 Merger of the MidCon Corp. ESOP 

Effective May 15, 1998, the MidCon Corp. ESOP merged with and into the Plan and the entire interest of each individual who was a participant in the MidCon
Corp. ESOP as of May 15, 1998 transferred to this Plan and was held in a Rollover Account established on behalf of each such individual. Such amounts was invested in accordance with Article 9. 

10.14 Merger of the Occidental Chemical Corporation Savings and Investment Plan 

Effective as of December 31, 2001, the Occidental Chemical Corporation Savings and Investment Plan merged with and into this Plan. The entire interest of
each individual, who was a participant in the Occidental Chemical Corporation Savings and Investment Plan on December 31, 2001, was transferred to this Plan. Such interests was held in the subaccounts of Account established or maintained on
behalf of each such individual corresponding to the subaccounts from which the assets were transferred. 
 10.15 Merger of the OxyVinyls, LP Savings Plan

 Effective as of February 28, 2002, the OxyVinyls, LP Savings Plan was merged with and into this Plan. The entire interest of each individual, who
was a participant in the OxyVinyls, LP Savings Plan on February 28, 2002, was transferred to this Plan. Such interests are held in Accounts established or maintained on behalf of each such individual corresponding to the account from which the
assets were transferred. 
 10.16 Merger of the Oxy Permian Savings Plan 

Effective as of September 12, 2003, all accounts that could not be distributed from the Oxy Permian Savings Plan, which was terminated effective
March 31, 2002, merged with and into this Plan. The entire interest of each individual, who had an undistributed account balance in the Oxy Permian Savings Plan on September 12, 2003, transferred to this Plan. Such interests was held in
subaccounts of Account established or maintained on behalf of each such individual corresponding to the subaccounts from which the assets were transferred. 

10.17 Merger of the THUMS Long Beach Company Savings and Investment Plan 

Effective as of October 31, 2011, the THUMS Long Beach Company Savings and Investment Plan is merged with and into this Plan. The entire interest of each
individual, who was a participant in the THUMS Long Beach Company Savings and Investment Plan on October 28, 2011, shall be transferred to this Plan and Appendix H shall control the treatment of such interest as stated therein. 

10.18 California Resources Corporation Stock Fund Valuation 

The balance of the Account invested in the California Resources Stock Fund shall be maintained in full and fractional Units. 

All CRC Stock acquired by the CRC Stock Fund shall be allocated to the Accounts based on the portion of the Account invested in the CRC Stock Fund as of the
Accounting Date in which the CRC Stock is acquired. 

  
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 For the purpose of valuing an Account in connection with any withdrawal under the provisions of the Plan or for
the purpose of any distribution in kind or partly in kind, shares of CRC Stock shall be valued as of the Accounting Date of the distribution based on the closing quotation on the New York Stock Exchange on the Accounting Date in which such
distribution is made; provided, however, that if shares of CRC Stock are sold in connection with such a distribution, the shares sold shall be valued at the net proceeds received from such sale. If the closing price of such CRC Stock shall not be so
quoted or if so quoted shall not be available to the Administrative Committee, a composite index price or other price which shall be generally accepted for the establishment of fair market value shall be used for the purpose of so valuing the
Account. 
 For the purpose of valuing an Account in connection with any transfer under the provisions of the Plan, shares of CRC Stock shall be valued as
of the effective date of the transfer based on the closing quotation on the New York Stock Exchange on the Accounting Date in which such transfer is made; provided, however, that if shares of CRC Stock are sold in connection with such transfer, the
shares sold shall be valued at the net proceeds received from such sale. If the closing price of such CRC Stock shall not be so quoted or if so quoted shall not be available to the Administrative Committee, a composite index price or other price
which shall be generally accepted for the establishment of fair market value shall be used for the purpose of so valuing the Account. 

  
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 Article 11. Financing 

11.1 Trust Fund 
 The Company shall maintain a trust to
finance the benefits under the Plan, by entering into one or more Trust Agreements or insurance contracts approved by the Company, or by causing insurance contracts to be held under a Trust Agreement. Any Trust Agreement is designated as and shall
constitute a part of this Plan, and all rights which may accrue to any person under this Plan shall be subject to all the terms and provisions of such Trust Agreement. A Trustee shall be appointed by the Board and shall have such powers as provided
in the Trust Agreement. The Company may modify any Trust Agreement or insurance contract from time to time to accomplish the purposes of the Plan and may replace any insurance company or appoint a successor Trustee or Trustees. By entering into such
Trust Agreements or insurance contracts, the Company shall vest in the Trustee, or in one or more investment managers (as defined under ERISA) appointed under the terms of the Trust Agreement from time to time by action of the Investment Committee,
responsibility for the management and control of the Trust Fund. In the event the Investment Committee appoints any such investment manager, the Trustee shall not be liable for the acts or omissions of the investment manager or have any
responsibility to invest or otherwise manage any portion of the Trust Fund subject to the management and control of the investment manager. The Investment Committee from time to time shall establish a funding policy which is consistent with the
objectives of the Plan and shall communicate it to the Trustee and each investment manager so that they may coordinate investment policies with such funding policy. 

11.2 Oxy Stock Fund 
  

	(a)	General Rules. The Oxy Stock Fund shall consist of shares of Oxy Stock and cash or cash equivalents that are held pending investment in Oxy Stock. Investment in such shares shall be made from time to time by a
direct issue of Oxy Stock from the Company or by purchase from securities dealers or by private purchase at such prices and in such amounts as the Trustee may determine in its absolute and complete discretion. However, no private purchase of such
shares shall be made at a total cost greater than the total cost (including brokers’ fees and other expenses of purchase) of purchasing such shares at the then prevailing price of such shares on the open market, such prevailing price to be
determined by the Trustee as nearly as practicable based on the most recent public trading prices for the Oxy Stock. The Trustee may match purchases and sales to satisfy investment elections, withdrawals, loans and distributions of Participants.


 The Trustee in its discretion may limit the daily volume of its purchases or sales of Oxy Stock to safeguard interest of
Participants or comply with legal or exchange requirements. If the Trustee limits daily volume then the purchase prices or sale proceeds, as the case may be, during the period of volume limitations, shall be averaged, and the average per share price
or sale proceeds shall be used in determining the cost or proceeds to be applied in satisfaction of any order of a Participant which requires the Trustee to purchase or sell Oxy Stock during such period. 

  
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 All Oxy Stock purchased by the Trustee shall be registered in the name of the Trustee or its
nominee, and legal title to such Oxy Stock shall remain in the Trustee until the Participant shall become entitled to distribution thereof pursuant to this Plan. 

The Trustee in its own discretion may invest funds awaiting investment in Oxy Stock in short-term
obligations, including obligations of the United States of America or any agency or instrumentality thereof, trust and participation certificates, beneficial interests in any trust, and such other short-term
obligations as the Trustee deems to be appropriate for such interim investment purposes. 
 In the event any option, right or warrant is
received by the Trustee on Oxy Stock, the Trustee shall sell the same at public or private sale and at such price and upon such other terms as it may determine, unless the Investment Committee shall determine that such option, right or warrant
should be exercised, in which case the Trustee shall exercise the same upon such terms and conditions as the Investment Committee may prescribe. 
  

	(b)	Election Restrictions for Officers. Investment elections of Company officers shall be limited, if necessary, so that the beneficial interest in the Oxy Stock held by the Trust Fund for their Accounts shall not
exceed, in the aggregate, 20 percent of the total value of all securities and other assets held by the Trust Fund in all Investment Funds. For purposes of this section, the term “officers” shall have the same meaning as set forth in
Regulations section 240.3-b-2 promulgated pursuant to section 3(b) of the Securities Exchange Act of 1934. 


 

	(c)	 Voting Rights. Before each annual or special meeting of the shareholders of the Company, and at such other times when shareholder action is
required, the Trustee shall send to each Participant, Beneficiary and Alternate Payee who has an investment in Oxy Stock through the Oxy Stock Fund, the proxy or consent solicitation materials that are sent to the Company’s shareholders of
record. Each such Participant, Beneficiary and Alternate Payee shall have the right to instruct the Trustee confidentially as to the method of voting the shares of Oxy Stock allocated to the Account (through investment in the Oxy Stock Fund) as of
the record date for determining the shares that are entitled to vote at the meeting of shareholders or that are entitled to give or withhold consent to corporate action. The Trustee in accordance with the instructions received from the Participant,
Beneficiary, or Alternate Payee shall vote such full and fractional shares of Oxy Stock. The Administrative Committee shall instruct the Trustee as to the method of voting shares of Oxy Stock for which timely voting instructions are not received
from Participants, Beneficiaries or Alternate Payees. The Trustee shall not vote shares of Oxy Stock for which it does not receive voting instructions from Participants, Beneficiaries, Alternate Payees or the Administrative Committee. The Company




  
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shall ensure that the requisite voting forms, together with all information distributed to shareholders regarding the exercise of voting rights, are furnished to the Trustee and by the Trustee to
such Participants, Beneficiaries and Alternate Payees within a reasonable time before such voting rights are to be exercised with respect to Oxy Stock held in the Oxy Stock Fund. 


 

	(d)	Distribution or Reinvestment of Cash Dividends. In accordance with procedures set forth in this subsection, as implemented by the Administrative Committee, each Participant who is a Participant in the ESOP
portion of this Plan may make the dividend pass-through election described in this subsection with respect to dividends paid on or after June 1, 2002 on Oxy Stock held in the Oxy Stock Fund attributable
to the Participant’s Matching Account and with respect to dividends paid on or after July 19, 2007 on all Oxy Stock held in the Oxy Stock Fund. The dividends on which the dividend pass-through
election may be made are referred to as Eligible Dividends. Cash dividends that are not Eligible Dividends and cash proceeds from any other distribution received on Oxy Stock shall be invested in Oxy Stock. 


 

	 	(1)	Pass-Through Election. With respect to Eligible Dividends, the Participant may elect between: 


 

	 	(A)	Either: 

  

	 	(i)	The cash payment of Eligible Dividends directly to the Participant; or 

  

	 	(ii)	If permitted by the Administrative Committee, the payment of Eligible Dividends to the Participant’s ESOP Dividend Account (with respect to Eligible Dividends attributable to the Participant’s Matching
Account) and, on and after July 19, 2007, the Participant’s Pretax Account, After-Tax Account, and Rollover Account (based on the subaccount from which the Eligible Dividend is derived) followed by the distribution of Eligible Dividends in
cash to the Participant not later than 90 days after the close of the Plan Year in which the Eligible Dividends were paid by the Company; and 

  

	 	(B)	The payment of Eligible Dividends to the Participant’s ESOP Dividend Account (with respect to Eligible Dividends attributable to the Participant’s Matching Account) and, on and after July 19, 2007, the
Participant’s Pretax Account, After-Tax Account, and Rollover Account (based on the subaccount from which the Eligible Dividend is derived) and reinvestment in Oxy Stock through the Oxy Stock Fund. 


If the Participant does not make an affirmative election, he shall be deemed to have elected the reinvestment of Eligible Dividends pursuant
to subparagraph (B). Any earnings on Eligible Dividends shall not be distributed pursuant to subparagraph (A)(ii), but any losses on such Eligible Dividends 

  
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shall reduce the amount that can be distributed to the Participant under such provision. The Participant’s election in effect on the ex-dividend date
for the Eligible Dividend shall control. A Participant may not split his election between subparagraph (A) and subparagraph (B) with respect to any single Eligible Dividend payment date. 

 

	 	(2)	Election Requirements. The dividend pass-through election shall meet the following minimum requirements: 


 

	 	(A)	A Participant must be given a reasonable opportunity before Eligible Dividends are paid or distributed in which to make the election. 


 

	 	(B)	A Participant must have a reasonable opportunity to change a dividend election at least annually. 

  

	 	(C)	If there is a change in the Plan terms governing the manner in which Eligible dividends are paid or distributed, a Participant must be given a reasonable opportunity to make an election under the new Plan terms prior to
the date on which the first Eligible Dividend subject to the new Plan terms is paid or distributed. 

  

	 	(D)	No election shall be applied retroactively; elections shall apply only to future dividend allocations. 

  

	 	(3)	Treatment of Eligible Dividends. Eligible Dividends shall be treated as follows for purposes of the Plan: 

  

	 	(A)	A Participant shall at all times be fully vested in any Eligible Dividends with respect to which the Participant is offered a dividend pass-through election. The Participant shall
be fully vested regardless of whether the Eligible Dividends are paid in cash or reinvested in Oxy Stock allocated to the Participant’s Account and regardless of whether the Participant is vested or nonvested in other amounts held in his
Matching Account. 

  

	 	(B)	Eligible Dividends, whether paid in cash to the Participant or reinvested in the Plan, do not constitute an Annual Addition. In addition, reinvested Eligible Dividends do not constitute elective deferrals, within the
meaning of Code section 402(g)(3), and shall not be treated as Pretax Deferrals or other elective deferrals, under the ADP Test, or After-Tax Contributions, Adjustment Contributions or Matching
Contributions under the ACP Test. 

  

	 	(C)	Eligible Dividends that are reinvested in Oxy Stock pursuant to a Participant’s election under this subsection are treated as earnings in the same manner as dividends with respect to which a Participant is not
provided a dividend pass-through election. 


  
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	 	(D)	Eligible Dividends paid in cash pursuant to a Participant’s election under this subsection: 

  

	 	(i)	Are not subject to the consent requirements of Code section 411(a)(11) or the restrictions on the distributions of elective deferrals under Code section 401(k)(2)(B), notwithstanding any Plan provision to the
contrary; and 

  

	 	(ii)	Do not constitute an Eligible Rollover Distribution (as determined under Plan section 7.7(b)(4)), even if the dividends are distributed at the same time as amounts that do constitute an Eligible Rollover
Distribution. 

  

	 	(4)	Alternate Payees and Beneficiaries. Subject to such rules as the Administrative Committee may prescribe, Alternate Payees and Beneficiaries shall be treated as Participants for purposes of this subsection.


 11.3 Forfeitures 
 The Administrative
Committee shall use forfeitures occurring in any processing period to pay the reasonable costs of administering the Plan to the maximum extent permitted by ERISA and any remaining forfeitures shall be used, before the end of the Plan Year in which
the forfeitures occurred to the extent administratively feasible, to reduce Matching Contributions of all Employers without regard to whether the forfeitures are attributable to persons employed by any individual Employer for such processing period
or future processing periods. If the amount of allocable forfeitures occurring in a processing period exceeds the amount of Employer contributions for such processing period, then the excess shall be held in a suspense account and allocated in lieu
of Employer contributions in succeeding pay periods. No Employer contributions shall be made until any balance in the suspense account is exhausted, and if the Plan terminates while such a balance exists, the balance shall be allocated to
Participants per capita to the extent of the maximum amount permitted under Plan section 6.6. 
 11.4
Non-Reversion 
 Anything in this Plan to the contrary notwithstanding, it shall be impossible at any time for
the contributions of the Employer or any part of the Trust Fund to revert to the Company or an Affiliate or to be used for or diverted to any purpose other than the exclusive benefit of Participants or their Beneficiaries, except that: 

 

	(a)	If a contribution or portion thereof is made by the Employer by a mistake of fact, upon written request to the Administrative Committee, such contribution or such portion, reduced by losses but not increased by
earnings, shall be returned to the Employer within one year after the date of payment; and 

  

	(b)	In the event that a deduction for any contributions made by the Employer is disallowed by the Internal Revenue Service in any Plan Year, then that portion of the Employer contribution that is not deductible shall be
returned to the Employer within one year from the date of receipt of notice by the Internal Revenue Service of the disallowance of the deduction. 


  
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 11.5 Direct Transfer of Assets from Plans of Acquired Entities 

The Trust Agreement shall permit the direct receipt of assets which are transferred directly to the Trust Fund from the trustees of any other Qualified Plan
sponsored, at the time of the applicable transaction, by entities which are the subject of purchase transactions made by the Company or an Affiliate. 

11.6 California Resources Corporation Stock Fund 
  

	(a)	General Rules. The California Resources Corporation Stock Fund shall consist of shares of California Resources Corporation Stock, as well as any cash or cash equivalents that the Investment Committee considers
advisable to hold. No new investment in such shares shall be made on or after December 2, 2014, except any stock dividend paid by California Resources Corporation that may be reinvested in this Fund. Notwithstanding any provision to the
contrary, the provisions of this Plan section 11.6 shall govern the disposition of dividends paid on CRC Stock. 

  

	(b)	Voting Rights. Before each annual or special meeting of the shareholders of the California Resources Corporation, and at such other times when shareholder action is required, the Trustee shall send to each
Participant, Beneficiary and Alternate Payee who has an investment in California Resources Corporation Stock through the California Resources Corporation Stock Fund, the proxy or consent solicitation materials that are sent to the California
Resources Corporation’s shareholders of record. Each such Participant, Beneficiary and Alternate Payee shall have the right to instruct the Trustee confidentially as to the method of voting the shares of California Resources Corporation Stock
allocated to the Account (through investment in the California Resources Corporation Stock Fund) as of the record date for determining the shares that are entitled to vote at the meeting of shareholders or that are entitled to give or withhold
consent to corporate action. The Trustee in accordance with the instructions received from the Participant, Beneficiary, or Alternate Payee shall vote such shares of California Resources Corporation Stock. The Administrative Committee shall instruct
the Trustee as to the method of voting shares of California Resources Corporation Stock for which timely voting instructions are not received from Participants, Beneficiaries or Alternate Payees. The Trustee shall not vote shares of California
Resources Corporation Stock for which it does not receive voting instructions from Participants, Beneficiaries, Alternate Payees or the Administrative Committee. The Administrative Committee shall ensure that the requisite voting forms, together
with all information distributed to shareholders regarding the exercise of voting rights, are furnished to the Trustee and by the Trustee to such Participants, Beneficiaries and Alternate Payees within a reasonable time before such voting rights are
to be exercised with respect to California Resources Corporation Stock held in the California Resources Corporation Stock Fund. 


  
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 Article 12. Administration 

12.1 The Administrative Committee 
 The Plan shall be
administered by an Administrative Committee appointed by the Board. The Administrative Committee shall be composed of as many members as the Board may appoint from time to time, but not fewer than three members, and shall hold office at the
discretion of the Board. Such members may, but need not, be Employees of the Company or any Affiliate. 
 Any member of the Administrative Committee may
resign by delivering his or her 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. 

Vacancies in the Administrative Committee arising by resignation, death, removal, or otherwise, shall be filled by the Board. The Administrative Committee
shall be a fiduciary under the Plan, in accordance with ERISA. 
 12.2 Chairperson, Secretary, and Employment of Specialists 

The members of each of the Investment Committee and Administrative Committee shall elect one of their number as Chairperson and shall elect a Secretary who
may, but need not, be a member of such Committee. 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
clerical, medical, actuarial, and other services as they may require in carrying out the provisions of the Plan. 
 12.3 Compensation and Expenses

 The members of the Investment Committee and Administrative Committee who are Employees shall serve without compensation for services as a member of
such Committee. Any member of a Committee may receive reimbursement by the Company of expenses properly and actually incurred. 
 All expenses of
administration may be paid out of the Trust Fund, to the maximum extent permitted by ERISA, unless paid by the Company. Such expenses shall include any expenses incident to the functioning of the Administrative Committee and the Investment
Committee, including but not limited to, fees of accountants, counsel, and other specialists and their agents, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund. However, the Company
may reimburse the Trust Fund for any administration expense incurred. The Company reserves the right to charge the Accounts for reasonable expenses incurred in the administration of their Accounts. Any such charges shall be used to pay the costs of
administering this Plan in the manner described in Plan section 11.3. The Company will make full disclosure of the amount and nature of any such charge prior to its imposition. 

12.4 Manner of Action 
 A majority of the members of the
Investment Committee and Administrative Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions 

  
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adopted, and other actions taken by a Committee at any meeting shall be by the vote of a majority of those present at any such meeting. Upon obtaining the written consent of a majority of the
members at the time in office, action of a Committee may be taken otherwise than at a meeting. 
 12.5 Subcommittees 

Each of the Investment Committee and 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 such 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 such Committee may appoint. 
 12.6 Other Agents 

Each of the Board, the Company, the Administrative Committee and the Investment Committee may also appoint one or more persons or agents to aid it in carrying
out its duties as fiduciary or nonfiduciary, and delegate such of its powers and duties as it deems desirable to such person or agents. 
 12.7 Records

 All resolutions, proceedings, acts, and determinations of each of the Administrative Committee and the Investment Committee shall be recorded by the
Secretary thereof or under the Secretary’s 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. 

12.8 Rules 
 Subject to the limitations contained in the
Plan, each of the Administrative Committee and the Investment 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. 
 12.9 Administrative Committee’s Powers and Duties 

Except as otherwise provided in this Plan, the Company shall have responsibility for any settlor powers, functions or duties, including, without limitation,
the right to amend or terminate the Plan as set forth in Plan section 13.1. The Administrative Committee shall have responsibility for the general administration of the Plan and for carrying out the Plan’s 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 and Trust; to decide all questions of eligibility and determine the amount,
manner, and time of payment of any benefits hereunder; 


  
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	(b)	To make a determination as to the right of any person to an allocation, and the amount thereof; 

  

	(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 the Trustees or other persons entitled
thereto; 

  

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

  

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

  

	(f)	To instruct the Trustee with respect to the payment of benefits hereunder; 

  

	(g)	To provide for any required bonding of fiduciaries and other persons who may from time to time handle Plan assets; 

  

	(h)	To prepare and file any reports required by ERISA; 

  

	(i)	To engage an independent public accountant to conduct such examinations and to render such opinions as may be required by ERISA; 

  

	(j)	To allocate contributions, loan repayments and Trust Fund gains or losses to the Accounts of Participants; 

  

	(k)	To take all steps it deems reasonable to correct any references or omissions that may arise in the operation of the Plan, which include taking any and all steps permitted under the Employee Plans Compliance Resolution
System, the Voluntary Fiduciary Correction Program, or any other program of correction; and 

  

	(l)	To designate Affiliates as Employers as described in Plan section 14.1 . 

 12.10 Investment
Responsibilities 
 The Investment Committee shall have the authority and responsibility to direct the Trustee with respect to the investment and
management of the Trust Fund, and to establish a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA. Except as otherwise provided in ERISA, the Investment Committee may delegate such authority and
responsibility to direct the Trustee or any person who acknowledges in writing that it is a fiduciary with respect to the Plan and who provides the Investment Committee with a written affirmation that it is qualified to act as an investment manager
within the meaning of ERISA. If the Investment Committee delegates to an investment manager the authority and responsibility to so direct the Trustee, such investment manager, and not the Investment Committee or the Trustee, shall have sole
responsibility for the investment and management of so much of the Trust Fund as has been entrusted to his management and control, and, except to the extent otherwise required by ERISA, such delegation shall relieve the Investment Committee and the
members thereof of all duties and responsibilities with respect to the authority and responsibility so delegated. 

  
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 The Investment Committee may relinquish to the Trustee the Investment Committee’s power to direct the
Trustee with respect to the investment and management of the Trust Fund. In the event the Investment Committee so relinquishes said power to the Trustee and the Trustee accepts such responsibility in writing, the Trustee shall have sole and
exclusive power and responsibility with respect to the investment and management of the Trust Fund. The Investment Committee may regain the power so relinquished by appropriate Investment Committee action and notice to the Trustee. 

12.11 Administrative Committee’s Decisions Conclusive 

The Administrative Committee shall have the exclusive right and discretionary authority to interpret the terms and provisions of the Plan and to resolve all
questions arising hereunder, including the right to resolve and remedy ambiguities, inconsistencies, or omissions in the Plan, provided, however, that the construction necessary for the Plan to conform to the Code and ERISA shall in all cases
control. Benefits under this Plan will be paid only if the Administrative Committee decides in its discretion that the applicant is entitled to them. The Administrative Committee shall endeavor to act in such a way as not to discriminate in favor of
any class of Employees, Participants, or other persons. Any and all disputes with respect to the Plan that may arise involving Participants, Beneficiaries or Alternate Payees shall be referred to the Administrative Committee and its decisions shall
be final, conclusive, and binding. All findings of fact, interpretations, determinations, and decisions of the Administrative Committee in respect of any matter or question arising under the Plan shall be final, conclusive, and binding upon all
persons, including, without limitation, Employees, Participants, Beneficiaries, Alternate Payees, and any and all other persons having, or claiming to have, any interest in or under the Plan. The decisions of the Administrative Committee shall be
given the maximum possible deference allowed by law. 
 12.12 Indemnity 
  

	(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
subsection (b): 

  

	 	(1)	Each Affiliate; 

  

	 	(2)	Each member of the Administrative Committee 

  

	 	(3)	Each member of the Investment Committee; and 

  

	 	(4)	Each Employee or member of the Board 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 good faith actions or 



  
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failures to act with respect to his 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 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 Plan or 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 attorneys’ fees, court costs or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to
permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the interests of the Company. 


 

	 	(3)	No Indemnified Person, including an Indemnified Person who had a Separation from Service, shall be indemnified under this section unless he makes himself reasonably available to assist the Company with respect to the
matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request. 


 

	 	(4)	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 gross negligence or willful misconduct of
the Indemnified Person. 

  

	 	(5)	Payments of any indemnity under this section shall be made only from the assets of the Company and shall not be made directly or indirectly from assets of the Plan. 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 an insurance contract purchased by the Company. 


  
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 12.13 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 or the Trust or otherwise delegated by the Board. The Employers shall have the sole responsibility for making the contributions required under Article 4 and Article 5, and the Company shall have the sole authority to appoint and
remove the Trustee and to amend or terminate, in whole or in part, this Plan or the Trust. The Administrative Committee shall have the sole responsibility for the administration of this Plan, which responsibility is specifically described in this
Plan and the Trust Agreement or otherwise delegated by the Board. 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. The
Investment Committee, the Trustee, and any investment manager shall have the sole responsibility for the administration of the Trust Fund and the management of the assets held under the Trust Fund, to the extent provided in the Trust Agreement. A
fiduciary may rely upon any direction, information, or action of another fiduciary as being proper under this Plan or the Trust Agreement, and is not required under this Plan or the Trust Agreement to inquire into the propriety of any such
direction, information, or action. It is intended under this Plan and the Trust Agreement that each fiduciary shall be responsible for the proper exercise of his or its own powers, duties, responsibilities, and obligations under this Plan and the
Trust Agreement and shall not be responsible for any act or failure to act of another fiduciary. No fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset value. Any party may serve in more than one
fiduciary capacity with respect to the Plan or Trust Agreement. 
 Whether or not a particular activity performed by the Administrative Committee,
Investment Committee, a Committee member, or delegate is considered to rise to the level of a fiduciary duty shall depend on whether the person or entity is, when performing the activity, exercising the discretion with respect to the administration
of the Plan, which under ERISA, if applicable, requires a fiduciary standard of conduct. In the absence of an activity involving such an exercise of discretion with respect to the Plan’s administration, the activity shall be considered
ministerial, rather than fiduciary, in nature. If and when a Committee member or delegate is performing a “settlor” activity, under ERISA, including, by way of example, the adoption of an amendment to or decision to establish or terminate
a plan, then such activity shall be deemed to be an exercise of “settlor” or sponsor responsibility and shall be subject to ordinary business judgment and not an exercise of fiduciary duty. The Administrative Committee and Investment
Committee will not be subject to fiduciary liability or standards for any settlor or non-fiduciary responsibilities and/or duties delegated to it by the Board. 

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

  
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 12.15 Data 

All persons entitled to benefits from the Plan must furnish to the Company such documents, evidence, or information, including information concerning marital
status, as the Company considers necessary or desirable for the purpose of administering the Plan; and it shall be a condition of the Plan that each such person must furnish such information and sign such documents as the Company may require before
any benefits become payable from the Plan. The Administrative Committee shall be entitled to distribute benefits 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. 
 12.16 Benefit Claims Procedures 

The provisions of this section shall be subject to, and shall apply to, the extent required under Department of Labor Regulations section 2560.503-1 (relating to the requirements of claims procedures). All decisions made under the procedures described in this section shall be final and there shall be no further right of appeal. No lawsuit
may be initiated by any person before fully pursuing the procedures set out in this section, including the appeal permitted pursuant to subsection (d). 
  

	(a)	The right of a Participant, Beneficiary, Alternate Payee, or any other person entitled to claim a benefit under the Plan shall be determined by the Administrative Committee, provided, however, that the Administrative
Committee may delegate its responsibility to any person. All persons entitled to claim a benefit under the Plan shall be referred to as a “Claimant” for purpose of this section. The term “Claimant” shall also include, where
appropriate to the context, any person authorized to represent the Claimant under procedures established by the Administrative Committee. 

  

	 	(1)	The Claimant may file a claim for benefits by written notice to the Administrative Committee. 

  

	 	(2)	Any claim for benefits under the Plan, pursuant to this section, shall be filed with the Administrative Committee no later than eighteen months after the date that a transaction occurred, or should have occurred, with
respect to a Claimant’s Account (e.g., two years after benefits were credited, or should have been credited, to a Claimant’s Account, or eighteen months after any withdrawal or distribution occurred or should have occurred). The
Administrative Committee in its sole discretion shall determine whether this limitation period has been exceeded. 

  

	 	(3)	Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this section: 

  

	 	(A)	A request for determination of eligibility, enrollment, or participation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, enrollment, or participation under the
Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this section. 


  
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	 	(B)	Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan. 


 

	 	(C)	A claim that is defective or otherwise fails to follow the procedures of the Plan (e.g., a claim that is addressed to a party, other than the Administrative Committee, or an oral claim). 


 

	 	(D)	An application or request for benefits under the Plan. 

  

	(b)	If a claim for benefits is wholly or partially denied, the Administrative Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim (or 45 days after receipt of the claim
in the case of a disability claim), notify the Claimant of the denial of benefits. In the case of a claim other than a disability claim, if special circumstances justify extending the period up to an additional 90 days, the Claimant shall be
given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date on which a decision is expected. In the case of a disability
claim, the Administrative Committee may give the Claimant written notice before the end of the initial 45-period that it needs an additional 30 days to review the claim, provided that such notice shall set
forth the circumstances beyond the control of the Administrative Committee justifying extending the period and the date on which a decision is expected. If special circumstances beyond the control of the Administrative Committee’s control
justify extending the claim review period for an additional 30 days, the Claimant shall be provided written notice of this extension within the first 30-day period. 


 

	(c)	A notice of denial: 

  

	 	(1)	Shall be written in a manner calculated to be understood by the Claimant; and 

  

	 	(2)	Shall contain: 

  

	 	(A)	The specific reasons for denial of the claim; 

  

	 	(B)	Specific reference to the Plan provisions on which the denial is based; 

  

	 	(C)	A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and 


 

	 	(D)	An explanation 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 ERISA section 502(a)
following an adverse determination on review. 


  
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	(d)	Within 60 days of the receipt by the Claimant of the written denial of his or her claim (or within 180 days of receipt in the case of a disability claim) or, if the claim has not been granted, within a reasonable period
of time (which shall not be less than the applicable time period specified in subsection (b)), the Claimant may file a written request with the Administrative Committee that it conduct a full review of the denial of the claim. In connection
with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits, but not including any document, record or information that
is subject to any attorney-client or work-product privilege or whose disclosure would violate the privacy rights or expectations of any person other than the Claimant.
The Claimant may submit issues and comments in writing and may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant
shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination. 

  

	(e)	The Administrative Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days (or 45 days in the case of a disability claim) after the receipt of the Claimant’s
request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days (or 45 days in the case of a disability claim). If the period is extended, the Claimant shall be given written notice of this
extension during the initial 60-day period (or 45-day period in the case of a disability claim) and such notice shall set forth the special circumstances and the date a decision is expected. The decision on
review of the denial of the claim: 

  

	 	(1)	Shall be written in a manner calculated to be understood by the Claimant; 

  

	 	(2)	Shall include specific reasons for the decision; 

  

	 	(3)	Shall contain specific references to the Plan provisions on which the decision is based; 

  

	 	(4)	Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits; and 


 

	 	(5)	Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review. 


 

	(f)	No legal action may be commenced after the later of: 

  

	 	(1)	180 days after receiving the written response of the Administrative Committee to an appeal, or 

  

	 	(2)	365 days after the Claimant’s original application for benefits. 


  
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 12.17 Member’s Own Participation 

No member of the Administrative Committee or the Investment Committee may act, vote or otherwise influence a decision of the committee on which he or she
serves specifically relating to his or her own participation under the Plan. 

  
 88 







 Article 13. Amendment and Termination 

13.1 Amendment and Termination 
 The Company expects the
Plan to be permanent and to continue indefinitely; however, this Plan is purely voluntary on the part of the Company and each Employer. The Company must necessarily and does hereby reserve the right to amend, modify, or terminate the Plan at any
time by action of its Board. The Administrative Committee in its discretion may amend the Plan if it finds that such amendment does not significantly decrease benefits or significantly increase costs or if determines that the amendment is required
to comply with applicable law. 
 No amendment of the Plan shall cause any part of the Trust Fund to be used for, or diverted to, purposes other than for
the exclusive benefit of the Participants or their Beneficiaries covered by the Plan, or increase the duties and responsibilities of the Trustee without its consent, or decrease any Account balance. 

13.2 Distribution on Termination 
 Upon termination of the
Plan in whole or in part, or upon complete discontinuance of contributions to the Plan by the Company, the value of the proportionate interest in the Trust Fund of each Participant affected by such termination shall be determined by the
Administrative Committee as of the date of such termination or discontinuance. The Accounts of such Participants shall be fully vested and nonforfeitable, and thereafter distribution shall be made to such Participants as directed by the
Administrative Committee. 
 Upon the partial termination of the Plan, the Board may in its sole discretion determine the timing of a distribution of the
balance of the affected Participants’ Accounts. 
 13.3 Successors 

In case of the merger, consolidation, liquidation, dissolution or reorganization of an Employer, or the sale by an Employer of all or substantially all of its
assets, provision may be made by written agreement between the Company and any successor corporation acquiring or receiving a substantial part of the Employer’s assets, whereby the Plan and the Trust Agreement will be continued by the
successor. If the Plan is to be continued by the successor, then effective as of the date of the reorganization or transfer, the successor corporation shall be substituted for the Employer under the Plan and the Trust Agreement. The substitution of
a successor corporation for an Employer will not in any way be considered a termination of the Plan. 
 13.4 Plan Merger or Transfer 

This Plan shall not merge or consolidate with, or transfer assets and liabilities to, or accept a transfer from, any other employee benefit plan unless each
Participant, Beneficiary, or Alternate Payee in this Plan will (if the Plan had then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is not less than the benefit the Participant, Beneficiary, or Alternate
Payee would have been entitled to receive immediately before the merger, consolidation, or transfer of assets (if this Plan had then terminated). Subject to these limitations, the Plan may transfer assets and liabilities to, or accept a transfer of
assets and liabilities from, any other employee benefit plan which is qualified under Code section 401(a) where such a transfer has been authorized by agreement between the Company and the sponsor of the other employee benefit plan and is not
prohibited by law. 

  
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 Article 14. Participating Affiliates 

14.1 Adoption of 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 and the Trust Agreement upon acceptance of such designation effective as of the date
specified by the Board or Administrative Committee. 
 14.2 Conditions of Participation 

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

 

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


 

	(b)	It must comply with all qualification requirements and employee benefit rules of the Code, ERISA and related regulations and hereby acknowledges the authority of the Company, the Administrative Committee, and the
Investment Committee to review the Affiliate’s compliance procedures and to require changes in such procedures to protect the Plan’s qualification; 

  

	(c)	It has authorized the Company, the Administrative Committee, and the Investment Committee to act on its behalf with respect to Employer matters pertaining to the Plan and the Trust Fund; 


 

	(d)	It will cooperate fully with the 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 the Trust Fund; 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. 


14.3 Termination of Participation 
  

	(a)	Withdrawal by Affiliate. Subject to the concurrence of the Board or Administrative Committee, any Affiliate may withdraw from the Plan and Trust, and end its status as an Employer hereunder, by communicating in
writing to the Administrative Committee its desire to withdraw. The withdrawal shall be effective as of the date agreed to by Board or Administrative Committee, as the case may be, and the Affiliate. Upon such withdrawal, the Plan shall not
terminate. 

  

	(b)	Termination by Company. The Company, acting through the Board or, if authorized by the Board, the Administrative Committee, reserves the right, in its sole discretion and at any time, to terminate the
participation in this Plan of any Employer. Such termination shall be effective immediately, upon the notice of such termination from the Company to the Trustee and the Employer being terminated, whichever occurs first, or such later effective date
agreed to by the Company. Upon such termination, this Plan shall not terminate. 


  
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 14.4 Consequences of the Termination of an Employer 

If an Employer ceases to participate in this Plan, for whatever reason, and the Plan is not terminated then, unless otherwise directed by the Board, the
Administrative Committee shall elect, in its discretion, which of the following shall apply: 
  

	(a)	The Administrative Committee may elect that the portion of the Plan attributable to the former Employer shall become a separate plan effective as of the date on which the Employer’s participation in this Plan
terminates. The Administrative Committee shall inform the Trustee of the portion of the Trust Fund that is attributable to the participation of the terminated Employer. As soon thereafter as is administratively feasible, the Trustee shall set apart
that portion of the Trust Fund as a separate trust fund that shall be part of the separate plan of the terminated Employer. Thereafter, the administration, control, and operation of the separate plan, with respect to the terminated Employer, shall
be on a separate basis, in accordance with the terms of this Plan except that: 

  

	 	(1)	The terminated Employer, not the Company or the Administrative Committee, shall be the sponsor and administrator of the separate plan and shall have all duties, responsibilities, and powers that the Company,
Administrative Committee and Investment Committee have under this Plan; and 

  

	 	(2)	The terminated Employer, not the Company, shall have the power to amend and terminate the separate plan, in accordance with the provisions of Plan section 13.1. 


 

	(b)	Alternatively, the Administrative Committee may elect to maintain the Accounts of Participants employed by the terminated Employer as follows: 


 

	 	(1)	Except as provided in paragraph (5), all Participants employed by the terminated Employer on the date on which the entity ceases participation in this Plan shall become Inactive Participants or Former Participants,
as applicable. 

  

	 	(2)	The Pretax Deferral, Catch-Up Contribution and After-Tax Contribution elections of an Active Participant under Article 4 shall only
apply to Earnings for the portion of the Plan Year ending on the Employer’s termination date. 

  

	 	(3)	The terminated Employer shall transfer to the Trust Fund the Pretax Deferrals, Catch-Up Contributions, Matching Contributions and After-Tax
Contributions required under the Plan relating to Earnings through the effective date of the Employer’s termination of participation in this Plan. 

  

	 	(4)	For purposes of being eligible to receive a distribution of his or her Account, an Inactive Participant described in paragraph (1) shall not be treated as having a Separation from Service unless and until the
Administrative Committee determines that the Participant is eligible to receive a distribution under the provisions of Code section 401(k)(2)(B)(i). 


  
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	 	(5)	If a Participant described in paragraph (1) becomes an Employee of another Employer immediately after the effective date of the prior Employer’s termination of participation in this Plan, then the Participant
shall be treated under the Plan as having transferred employment from one Employer to another. 

  

	(c)	With the consent of the Employer that is no longer participating in the Plan, the Company or Administrative Committee may take such other actions with respect to the Accounts of Participants employed by that Employer as
are permitted under the Code and ERISA. 


  
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 Article 15. Top-Heavy Provisions 

15.1 Application of Top-Heavy Provisions 

The provisions of this Article shall be interpreted and administered in accordance with the requirements of Code section 416 and related Treasury
Regulations. The provisions of this Article shall apply for the Plan Year if as of the Determination Date for that Plan Year if the Top-Heavy Ratio exceeds 60 percent. 

15.2 Definitions Applicable to this Article 
 In addition
to the terms defined in Plan section 2.1 or elsewhere in this Plan, whenever used in this Article, the following terms shall have the respective meanings set forth below, unless expressly provided otherwise. When the defined meaning is
intended, the term is capitalized. 
  

	(a)	“Aggregation Group” means each Qualified Plan of the Company or any Affiliate in which a Key Employee is a participant and any other Qualified Plan which enables a Qualified Plan of the Company or any
Affiliate covering a Key Employee to meet the requirements of Code sections 401(a)(4) or 410. On behalf of the Company, the Administrative Committee may elect to include within the Aggregation Group any other Qualified Plan, together with the
Qualified Plans referenced in the preceding sentence, provided that such expanded Aggregation Group continues to satisfy the requirements of Code sections 401(a)(4) and 410(b) for the Plan Year. 


 

	(b)	“Determination Date” means the last day of the preceding Plan Year. 

  

	(c)	“Key Employee” means, effective for Plan Years beginning after 2001, any Employee or a former Employee (including any deceased Employee) who, at any time during the Plan Year, is one of the following:


  

	 	(1)	An officer of the Company or any Affiliate whose Section 415 Compensation exceeds $130,000, as adjusted under Code section 416(i)(1) for Plan Years commencing after 2002, provided however, that the number of
Employees included as Key Employees under this paragraph shall not exceed the lesser of: 

  

	 	(A)	50 Employees; or 

  

	 	(B)	The greater of three Employees or 10 percent of all Employees of the Company and all Affiliates. 

  

	 	(2)	A five-percent owner of the Company or any Affiliate. 

  

	 	(3)	A one-percent owner of the Company or any Affiliate whose Section 415 Compensation exceeds $150,000. 


Only Section 415 Compensation attributable to services performed during the Plan Year for the Company or an Affiliate shall be
included. Ownership shall be determined in accordance with Code section 318 (as modified by Code section 416(i)(1)(B)(iii)). A Beneficiary or Alternate Payee whose rights under the Plan derive from a Key Employee shall also be treated as a
Key Employee. 

  
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	(d)	“Non-Key Employee” means any Employee who is not a Key Employee. 

  

	(e)	“Top-Heavy Ratio” means the ratio determined under Plan section 15.3. 


15.3 Determination of Top-Heavy Ratio 

The Top-Heavy Ratio for a Plan Year shall be determined as follows: 

 

	(a)	General Rule. The numerator of the Top-Heavy Ratio is the sum of the amounts described in subsection (b) under all Qualified Plans in the Aggregation Group for each
Key Employee. The denominator Top-Heavy Ratio is the sum of the amounts described in subsection (b) under all Qualified Plans in the Aggregation Group for all Employees. 


 

	(b)	Included Amounts. When determining the Top-Heavy Ratio, the following amounts shall be included: 


 

	 	(1)	The Employee’s total Account balance as of the Determination Date under this Plan; 

  

	 	(2)	The Employee’s total account balance as of the Determination Date under all other Qualified Plans that are defined contribution plans included in the Aggregation Group; 


 

	 	(3)	The present value as of the Determination Date of the Employee’s accrued benefit under all Qualified Plans that are defined benefit plans included in the Aggregation Group. 


 

	(c)	Special Rules. For purposes of computing the Top-Heavy Ratio and included amounts, the following rules shall apply: 


 

	 	(1)	The present value of accrued benefits shall be determined using reasonable actuarial assumptions. 

  

	 	(2)	In the case of a distribution made for a reason other than severance from employment, death, or Disability (e.g., in-service withdrawals), this provision shall be applied by
substituting “five-year period” for “one-year period.” 

  

	 	(3)	Any Rollover Contribution (or similar transfer) initiated by the Employee and made after December 31, 1983, to a Qualified Plan in the Aggregation Group shall be excluded when determining account balances with
respect to the transferee plan. 

  

	 	(4)	Account balances and accrued benefits shall be taken into account only to the extent attributable to contributions by the Company or Affiliate and contributions by the Employee while employed by the Company or an
Affiliate. 


  
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	 	(5)	The present values of accrued benefits and account balances of any individual who has not performed services for the Company or any Affiliate during the one-year period ending on
the Determination Date shall not be taken into account when determining the Top-Heavy Ratio. 

  

	 	(6)	Account balances or accrued benefits of an Employee shall not be taken into account if the Employee is not a Key Employee for the Plan Year being tested but was a Key Employee in a prior Plan Year. 


 

	 	(7)	To the extent required by Code section 416(e), contributions and benefits relating to Social Security or similar programs under federal or state law shall not be taken into account in determining the Top-Heavy Ratio. 

 15.4 Required Minimum Allocations 

If the provisions of this Article apply for the Plan Year because the Top-Heavy Ratio exceeds 60 percent, then with
respect to the defined contribution minimum allocation required by Code section 416(c)(2) and related Treasury Regulations, the contributions shall be made under the Retirement Plan on behalf of each
Non-Key Employee who is a Participant who has not incurred a Separation from Service as of the last day of the Plan Year (regardless of whether the Non-Key Employee has
less than 1,000 hours of service (or the equivalent) and regardless of the Non-Key Employee’s level of Section 415 Compensation), in an allocation for that Plan Year or not less than the lesser of:

  

	(a)	Three percent of the Participant’s Section 415 Compensation, or 

  

	(b)	The percentage equal to the largest contribution, expressed as a percentage of Section 415 Compensation, received by any Key Employee under all defined contribution plans in the Aggregation Group.


 For purposes of satisfying the requirements of this section, Pretax Deferrals shall not be included, for any Employee who is a Non-Key Employee, but shall be included for any Participant who is a Key Employee. Effective for Plan Years beginning after 2001, the allocation of Matching Contributions shall be included for all Employees. If any
Qualified Plan in the Aggregation Group is a defined benefit plan, then any Participant who participates both in a defined benefit plan and would otherwise be entitled to a minimum contribution under this section shall receive the defined benefit
minimum prescribed under Code section 416(c)(1) and related Treasury Regulations under the defined benefit plan and shall not receive the minimum allocation under this section. 

15.5 Required Minimum Vesting 
 If the provisions of this
Article apply for the Plan Year because the Top-Heavy Ratio exceeds 60 percent, then each Participant who has not incurred a Separation from Service as of the last day of the Plan Year shall continue to vest
in his or her Matching Account and any defined contribution minimum allocation, as described in Plan section 15.4, for the Plan Year in accordance with the provisions of Plan section 3.5, which provides for vesting that is in all cases
equal to or more rapid than required by Code section 416(b). 

  
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 15.6 Employees Covered by Collective Bargaining Agreement 

Notwithstanding any provision of this Article to the contrary, the provisions of Plan sections 15.4 and 15.5 shall not apply with respect to any
Represented Employee covered by a collective bargaining agreement where retirement benefits were the subject of good faith bargaining between the Employer and the union. 

  
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 Article 16. Miscellaneous Provisions 

16.1 No Enlargement of Employment Rights 
 This Plan is
strictly a voluntary undertaking on the part of the Company and the Employers and shall not be deemed to constitute a contract between the Employers and any Employee or Participant, Beneficiary, or Alternate Payee, or to be consideration for, or an
inducement to, or a condition of, the employment of any Employee. Nothing contained in this Plan or any modification of the same or act done in pursuance hereof shall be construed as giving any person any legal or equitable right against the
Employer, the Trustee, or the Trust Fund, unless specifically provided herein, or as giving any person a right to be retained in the employ of the Employer. All Participants shall remain subject to assignment, reassignment, promotion, transfer,
layoff, reduction, suspension, and discharge to the same extent as if this Plan had never been established. No Participant, Beneficiary, or Alternate Payee, before satisfying all conditions for receiving benefits, shall have any right or interest in
or to any portion of the Trust Fund. No one shall have any right to benefits, except to the extent provided in this Plan. 
 16.2 No Examination or
Accounting 
 Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the
books or affairs of the Company or any Affiliate. 
 16.3 Investment Risk 

The Participants and their Beneficiaries shall assume all risks in connection with any decrease in the value of any assets or funds which may be invested or
reinvested in the Trust Fund which supports this Plan. 
 16.4 Non-Alienation 

 

	(a)	Except as otherwise permitted by the Plan, no benefit payable at any time under the Plan shall be subject to the debts or liabilities of a Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer,
assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Except as provided in this section, no benefit under the Plan shall be subject in any manner to attachment, garnishment, or encumbrance
of any kind. 

  

	(b)	Payment may be made from a Participant’s Account to an Alternate Payee, pursuant to a Qualified Domestic Relations Order. 

  

	 	(1)	The Administrative Committee shall establish reasonable written procedures for reviewing court orders made, pursuant to state domestic relations law (including a community property law), relating to child support,
alimony payments, or marital property rights of a Spouse, former Spouse, child, or other dependent of a Participant and for notifying Participants and Alternate Payees of the receipt of such orders and of the Plan’s procedures for determining
if the orders are Qualified Domestic Relations Orders and for administering distributions under Qualified Domestic Relations Orders. 


  
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	 	(2)	Except as may otherwise be required by applicable law, such Qualified Domestic Relations Orders may not require a retroactive transfer of all or part of a Participant’s Account to or for the benefit of an Alternate
Payee without permitting an appropriate adjustment for earnings and investment gains or losses that have occurred in the interim, nor shall such orders require the Plan to provide rights to Alternate Payees that are not available to Beneficiaries
generally. 

  

	 	(3)	In cases in which a full and prompt payment of amounts assigned to an Alternate Payee will not be made, pursuant to this subsection, the assigned amounts will be transferred, within a reasonable time after determination
that the order is a Qualified Domestic Relations Order, to a separate Account for the benefit of the Alternate Payee and invested in accordance with the Alternate Payee’s investment elections pursuant to Article 9. 


 

	 	(4)	No amount that is segregated pending a determination of whether a domestic relations order is a Qualified Domestic Relations Order or transferred to a separate Account for the benefit of the Alternative Payee shall be
taken into account when determining the amount that: 

  

	 	(A)	A Participant may withdraw from his or her Account, pursuant to Plan section 7.2; 

  

	 	(B)	A Participant may receive in a Plan loan, pursuant to Plan section 8.2; or 

  

	 	(C)	A Participant (or his or her Beneficiary) may receive in a distribution, pursuant to Plan section 7.3 or 7.5. 

  

	(c)	Payment may be made from an Account, to the extent required by a federal tax levy made pursuant to Code section 6331 or by the United States’ collection of a judgment resulting from an unpaid federal tax
assessment. Payment may be made at the time required by the tax levy or judgment collection order, even if payment would not otherwise be made at that time under the terms of the Plan and payment from the Plan would not otherwise be permitted at
that time under Code section 401(a), 401(k), or 411(a)(11). 

  

	(d)	Payments from an Account may be offset to the extent permitted under Code section 401(a)(13)(C) (relating to offsets regarding breaches of duty with respect to the Plan). 


 

	(e)	A Participant or Beneficiary may disclaim his or her Account, or a portion thereof, subject to the rules which may be modified from time to time by the Administrative Committee. 


  
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 16.5 Incompetency 

Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent and of age until the date on which the
Administrative Committee receives a written notice, in a form and manner acceptable to the Administrative Committee, that such person is incompetent or a minor, for whom a guardian or other person legally vested with the care of his or her person or
estate has been appointed; provided, however, that if the Administrative Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for his or her affairs because of incompetency, or is a minor, any payment
due (unless a prior claim therefore shall have been made by a duly appointed legal representative) may be paid to the Spouse, a child, a parent, a brother or sister, or to any person or institution deemed by the Administrative Committee to have
incurred expenses for such person otherwise entitled to payment. To the extent permitted by law, any such payment so made shall be a complete discharge of liability therefore under the Plan. In the event that a guardian of the estate of any person
receiving or claiming benefits under the Plan shall be appointed by a court of competent jurisdiction, and proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Administrative Committee, then,
to the extent permitted by law, 
  

	(a)	Such guardian may act for the Participant, Beneficiary, or Alternate Payee and make any election required of or permitted by the Participant, Beneficiary, or Alternate Payee under this Plan, and such action or election
shall be deemed to have been taken by the Participant, Beneficiary, or Alternate Payee; and 

  

	(b)	Benefit payments may be made to such guardian, and any such payment so made shall be a complete discharge of any liability therefore under the Plan. 


16.6 Records Conclusive 
 The records of the Company,
Employers, the Administrative Committee, the Investment Committee and the Trustee shall be conclusive in respect to all matters involved in the administration of the Plan. 

16.7 Counterparts 
 This Plan may be executed in any
number of counterparts, each of which shall be deemed to be an original. All the counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart. 

16.8 Service of Legal Process 
 The Trustee, the members
of the Administrative Committee, and the Secretary of the Company are hereby designated agents of the Plan for the purpose of receiving service of summons, subpoena, or other legal process. 

16.9 Unclaimed Benefits 
 In the event that the
Administrative Committee, after having made a diligent search, is unable to locate a Participant, Beneficiary, or Alternate Payee who is entitled to benefits under this Plan, such benefits shall be treated as a forfeiture under Plan
section 3.6. In the 

  
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event that the Participant, Beneficiary, or Alternate Payee whose Account is subject to such forfeiture subsequently asserts a valid claim for benefits, the Account will be restored in the manner
described in Plan section 3.6. 
 16.10 Qualified Military Service 

Notwithstanding any provision of this Plan to the contrary, contributions, benefits and Service credit required with respect to qualified military service,
within the meaning of Code section 414(u), will be provided in accordance with the mandatory provisions of Code section 414(u). In addition, in compliance with the Heroes Earnings Assistance and Relief Tax Act (“HEART), the following
provisions shall apply notwithstanding any Plan provision to the contrary: 
  

	(a)	Effective January 1, 2007, if the Participant dies while on qualified military service, the Participant’s Beneficiary shall be entitled to any benefit under the Plan (other than additional allocations related
to the period of qualified military service) to the same extent that the Participant would have been entitled to such benefit had the Participant resumed employment and then incurred a Separation from Service on account of death. 


 

	(b)	Effective January 1, 2009, Differential Wages shall be treated Base Pay, as provided in Plan section 2.1(p)(2)(H), and Section 415 Compensation, as provided in Plan section 2.1(hhh)(2)(D), paid
to an Active Participant by the Employer making the payment. For this purpose, Differential Wages means any payment made by an Employer with respect to any period during which the Employee is performing qualified military service and represents all
or a portion of the wages the Employee would have received from the Employer if the Employee were performing service for the Employer. 

  

	(c)	Effective January 1, 2009 and even if the Employee is receiving Differential Wages, a Participant performing qualified military service will be treated as having incurred a Separation from Service during the period
of such qualified military service for purposes of Plan section 7.3, but only with respect to the Participant’s Pretax Account. If the Participant elects to receive a distribution under this deemed Separation from Service, then such
Participant shall not be permitted to make Pretax Deferrals or After-Tax Contributions during the six-month period beginning on the date of the distribution.



*                    *   
                 * 

  
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 In Witness Whereof, Occidental Petroleum Corporation has caused this amended and restated Plan to be
executed this 5th day of October, 2015. 
  

			
	Occidental Petroleum Corporation
		
	By	 	/s/ Glenn M. Vangolen
		
	Its	 	 Senior Vice President - Business Support




  
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