Long-Term Incentive Award Agreement – Occidental Petroleum Corp.

OCCIDENTAL PETROLEUM CORPORATION

2005 LONG-TERM INCENTIVE PLAN

LONG-TERM INCENTIVE AWARD

TERMS AND CONDITIONS

(Equity-based, Cash-settled Award)

DATE OF GRANT:	July 15, 2009
LONG-TERM INCENTIVE UNITS:	See “Grants & Awards” Tab
VESTING DATE:	July 14, 2012

The following Terms and Conditions (these “Terms and
Conditions”) are set forth as of the Date of Grant between OCCIDENTAL PETROLEUM
CORPORATION, a Delaware corporation (“Occidental” and, with its subsidiaries,
the “Company”), and the Eligible Employee receiving this award (the “Grantee”).

1. GRANT OF LONG-TERM INCENTIVE AWARD. In accordance with
these Terms and Conditions and the Occidental Petroleum Corporation 2005
Long-Term Incentive Plan, as the same may be amended from time to time (the
“Plan”), Occidental grants to the Grantee as of the Date of Grant, the number of
Long-Term Incentive Units (“LTI Units”) indicated in the on-line system
established and maintained by the Company or another third party designated by
the Company, subject to adjustment under the Plan and Section 6 of these Terms
and Conditions. An LTI Unit represents the right to receive in cash, upon
vesting, as set forth in Section 3, the Long-Term Incentive Value of one share
of Occidental Common Stock, $0.20 par value (the “Common Stock”). LTI Units are
not Common Stock and have no voting rights or, except as stated in Section 5,
dividend rights. “Long-Term Incentive Value” means the last reported sale price
of a share of Common Stock on the New York Stock Exchange Composite Transactions
on the Vesting Date, date of death or Change in Control event.

2. RESTRICTIONS ON TRANSFER. Neither these Terms and
Conditions nor any right to receive cash pursuant to these Terms and Conditions
may be transferred or assigned by the Grantee other than (i) to a beneficiary
designated on a form approved by the Company (if enforceable under local law),
by will or, if the Grantee dies without designating a beneficiary of a valid
will, by the laws of descent and distribution, or (ii) pursuant to a domestic
relations order, if applicable, (if approved or ratified by the Committee).

3. VESTING AND FORFEITURE OF LONG-TERM INCENTIVE AWARD. (a)
If the Grantee fails to accept this award prior to the next record date for the
payment of dividends on the Common Stock subsequent to the Date of Grant, then,
notwithstanding any other provision of this award, the Grantee shall forfeit all
rights under this award and this award will become null and void. For purposes
of this section, acceptance of the award shall occur on the date the Grantee
accepts this Long-Term Incentive Award through the on-line system designated by
the Company.

(b) The Grantee must remain in the continuous employ of the Company through
the Vesting Date to receive payment of this award. The continuous employment of
the Grantee will not be deemed to have been interrupted by reason of the
transfer of the Grantee153s employment among the Company and its affiliates or an
approved leave of absence. However, if, prior to the Vesting Date, the Grantee
becomes permanently disabled while in the employ of the Company and terminates
employment as a result thereof, retires with the consent of the Company, or
terminates employment for the convenience of the Company (each of the foregoing,
a

“Forfeiture Event”), then the number of LTI Units will be reduced on a pro
rata basis based upon the number of days remaining until the Vesting Date
following the date of the Forfeiture Event. If the Grantee terminates employment
voluntarily or is terminated for cause before the Vesting Date, then these Terms
and Conditions will terminate automatically on the date of the Grantee153s
termination and the Grantee shall forfeit the right to receive any LTI Units. If
the Grantee dies while in the employ of the Company before the Vesting Date, all
of the LTI Units will vest as of the date of death and become immediately
payable.

(c) If a Change in Control event occurs prior to the Vesting Date, the LTI
Units shall immediately vest and become nonforfeitable unless, prior to the
occurrence of the Change in Control event, the Committee, as provided in Section
7.1 of the Plan, determines that such event will not accelerate vesting of the
LTI Units. Any such determination by the Committee is binding on the Grantee.

4. PAYMENT OF AWARDS. Payment of the Long-Term Incentive
Value for each LTI Unit, as adjusted pursuant to Sections 3 and 6 of these Terms
and Conditions, will be settled in cash only. Payment will be made to the
Grantee as promptly as practicable after the Vesting Date, date of death or the
Change in Control event, as the case may be.

5. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With
respect to the number of LTI Units indicated above, the Grantee will be credited
on the books and records of Occidental with an amount (the “Dividend
Equivalent”) equal to the amount per share of any cash dividends declared by the
Board on the outstanding Common Stock as and when declared with a record date
during the period beginning on the Date of Grant and ending on the Vesting Date,
or, if earlier, the date on which the Grantee forfeits the right to receive the
LTI Units. Occidental will pay in cash to the Grantee an amount equal to the
Dividend Equivalents credited to such Grantee as promptly as may be practicable
after the Grantee has been credited with a Dividend Equivalent.

6. ADJUSTMENTS. The number of LTI Units covered by this
Grant may be adjusted as the Committee determines, pursuant to Section 7.2 of
the Plan, in order to prevent dilution or expansion of the Grantee153s rights
under these Terms and Conditions as a result of events such as stock dividends,
stock splits, or other change in the capital structure of Occidental, or any
merger, consolidation, spin-off, liquidation or other corporate transaction or
event having a similar effect. If any such adjustment occurs, the Company will
give the Grantee written notice of the adjustment containing an explanation of
the nature of the adjustment.

7. NO EMPLOYMENT CONTRACT. Nothing in these Terms and
Conditions confers upon the Grantee any right with respect to continued
employment by the Company, nor limits in any manner the right of the Company to
terminate the employment or adjust the compensation of the Grantee. Unless
otherwise agreed in a writing signed by the Grantee and an authorized
representative of the Company, the Grantee153s employment with the Company is at
will and may be terminated at any time by the Grantee or the Company.

8. TAXES AND WITHHOLDING. Regardless of any action the
Company takes with respect to any or all income tax (including U.S. federal,
state and local tax and non-U.S. tax), social insurance, payroll tax, payment on
account or other tax-related items related to the Grantee153s participation in the
Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee
acknowledges that the ultimate liability for all Tax-Related Items is and
remains the Grantee153s responsibility and may exceed the amount actually withheld
by the Company. The Grantee further acknowledges that the Company (i) makes no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of this Long-Term

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Incentive Award, including the grant or vesting of the Long-Term Incentive
Award and the receipt of Dividend Equivalents; and (ii) does not commit to and
is under no obligation to structure the terms of the grant or any aspect of the
Long-Term Incentive Award to reduce or eliminate the Grantee153s liability for
Tax-Related Items or achieve any particular tax result. Further, if the Grantee
has become subject to tax in more than one jurisdiction between the Date of
Grant and the date of any relevant taxable event, the Grantee acknowledges that
the Company may be required to withhold or account for Tax-Related Items in more
than one jurisdiction.

Prior to the relevant taxable event, the Grantee shall pay or make adequate
arrangements satisfactory to the Company to satisfy all Tax-Related Items. In
this regard, the Grantee authorizes the Company to withhold all applicable
Tax-Related Items legally payable by the Grantee first from the cash payable
pursuant to this Long-Term Incentive Award (including Dividend Equivalents) and,
if not sufficient, from the Grantee153s wages or other cash compensation. The
Grantee shall pay to the Company any amount of Tax-Related Items that the
Company may be required to withhold as a result of the Grantee153s receipt of this
Long-Term Incentive Award that cannot be satisfied by the means previously
described.

9. COMPLIANCE WITH LAW. The Company will make reasonable
efforts to comply with all federal, state and non-U.S. laws applicable to awards
of this type. However, if it is not feasible for the Company to comply with
these laws with respect to the grant or settlement of these awards, then the
awards may be cancelled without any compensation or additional benefits provided
to Grantee as a result of the cancellation.

10. RELATION TO OTHER BENEFITS. The benefits received by the
Grantee under these Terms and Conditions will not be taken into account in
determining any benefits to which the Grantee may be entitled under any profit
sharing, retirement or other benefit or compensation plan maintained by the
Company, including the amount of any life insurance coverage available to any
beneficiary of the Grantee under any life insurance plan covering employees of
the Company. Additionally, this Long-Term Incentive Award is not part of normal
or expected compensation or salary for any purposes, including, but not limited
to calculation of any severance, resignation, termination, redundancy, end of
service payments, bonuses or long-service awards. The grant of this Long-Term
Incentive Award does not create any contractual or other right to receive future
grants of Long-Term Incentive Awards or benefits in lieu of Long-Term Incentive
Awards, even if Grantee has a history of receiving Long-Term Incentive Awards or
other cash or stock awards.

11. AMENDMENTS. The Plan may be modified, amended, suspended
or terminated by the Board at any time, as provided in the Plan. Any amendment
to the Plan will be deemed to be an amendment to these Terms and Conditions to
the extent it is applicable to these Terms and Conditions; however, no amendment
will adversely affect the rights of the Grantee under these Terms and Conditions
without the Grantee’s consent.

12. SEVERABILITY. If one or more of the provisions of these
Terms and Conditions is invalidated for any reason by a court of competent
jurisdiction, the invalidated provisions shall be deemed to be separable from
the other provisions of these Terms and Conditions, and the remaining provisions
of these Terms and Conditions will continue to be valid and fully enforceable.

13. ENTIRE AGREEMENT; RELATION TO PLAN; INTERPRETATION.
Except as specifically provided in this Section, these Terms and Conditions and
the Attachments incorporated in these Terms and Conditions constitute the entire
agreement between the Company and the Grantee

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with respect to this Long-Term Incentive Award. These Terms and Conditions
are subject to the terms and conditions of the Plan. In the event of any
inconsistent provisions between these Terms and Conditions and the Plan, the
provisions of the Plan control. Capitalized terms used in these Terms and
Conditions without definitions have the meanings assigned to them in the Plan.
References to Sections and Attachments are to Sections of, and Attachments
incorporated in, these Terms and Conditions unless otherwise noted.

14. SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 3, the
provisions of these Terms and Conditions shall be for the benefit of, and be
binding upon, the successors, administrators, heirs, legal representatives and
assigns of the Grantee, and the successors and assigns of the Company.

15. GOVERNING LAW. The laws of the State of Delaware govern
the interpretation, performance, and enforcement of these Terms and Conditions.

16. PRIVACY RIGHTS. By accepting this Long-Term Incentive
Award, the Grantee explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of the Grantee153s personal data as
described in these Terms and Conditions by and among, as applicable, the Company
and its affiliates for the exclusive purpose of implementing, administering and
managing the Grantee153s participation in the Plan. The Grantee understands that
the Company holds, or may receive from any agent designated by the Company,
certain personal information about the Grantee, including, but not limited to,
the Grantee153s name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of this
Long-Term Incentive Award or any other entitlement to cash or shares of stock
awarded, canceled, exercised, vested, unvested or outstanding in the Grantee153s
favor, for the purpose of implementing, administering and managing the Plan,
including complying with applicable tax and securities laws (“Data”). Data may
be transferred to any third parties assisting in the implementation,
administration and management of the Plan. These recipients may be located in
the Grantee153s country or elsewhere, and may have different data privacy laws and
protections than the Grantee153s country. By accepting these Terms and Conditions,
the Grantee authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes described
above. The Grantee may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to
Data or refuse or withdraw the consents herein, in any case without cost, by
contacting the Committee in writing. Refusing or withdrawing consent may affect
the Grantee153s ability to participate in the Plan.

17. ELECTRONIC DELIVERY AND ACCEPTANCE. The Company may, in
its sole discretion, decide to deliver any documents related to this Long-Term
Incentive Award granted under the Plan or future awards that may be granted
under the Plan (if any) by electronic means or to request the Grantee153s consent
to participate in the Plan by electronic means. The Grantee hereby consents to
receive such documents by electronic delivery and, if requested, to participate
in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.

18. GRANTEE’S REPRESENTATIONS AND RELEASES. By accepting
this Long-Term Incentive Award, the Grantee acknowledges that the Grantee has
read these Terms and Conditions and understands that (i) the grant of this
Long-Term Incentive Award is made voluntarily by Occidental in its discretion
with no liability on the part of any of its direct or indirect subsidiaries and
that, if the Grantee is not an employee of Occidental, the Grantee is not, and
will not be considered, an employee of Occidental but the Grantee is a third
party (employee of a

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subsidiary) to whom this Long-Term Incentive Award is granted; (ii) all
decisions with respect to future awards, if any, will be at the sole discretion
of Occidental; (iii) the Grantee153s participation in the Plan is voluntary; (iv)
this Long-Term Incentive Award is an extraordinary item that does not constitute
a regular and recurring item of base compensation; (v) the future amount of any
cash payment pursuant to this Long-Term Incentive Award cannot be predicted and
Occidental does not assume liability in the event this Long-Term Incentive Award
has no value in the future; (vi) subject to the terms of any tax equalization
agreement between the Grantee and the entity employing the Grantee, the Grantee
will be solely responsible for the payment or nonpayment of taxes imposed or
threatened to be imposed by any authority of any jurisdiction; and (vii)
Occidental is not providing any tax, legal or financial advice with respect to
this Long-Term Incentive Award or the Grantee153s participation in the Plan.

In consideration of the grant of this Long-Term Incentive Award, no claim or
entitlement to compensation or damages shall arise from termination of this
Long-Term Incentive Award or diminution in value of this Long-Term Incentive
Award resulting from termination of the Grantee153s employment by the Company (for
any reason whatsoever) and, to the extent permitted by law, the Grantee
irrevocably releases the Company from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by accepting this Long-Term Incentive Award,
the Grantee shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim.

By accepting this Long-Term Incentive Award, the Grantee agrees, to the
extent not contrary to applicable law, to the General Terms of Employment set
out on Attachment 1 and the Arbitration Provisions set out on Attachment 2,
which, in each case, are incorporated in these Terms and Conditions by
reference.

19. IMPOSITION OF OTHER REQUIREMENTS. Occidental reserves
the right to impose other requirements on the Grantee153s participation in the
Plan and on the Long-Term Incentive Award, to the extent Occidental determines
it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan, and to require the Grantee to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing.

20. COMPLIANCE WITH SECTION 409A OF THE CODE.
Notwithstanding anything to the contrary contained in these Terms and
Conditions, to the extent that the Board determines that the Plan or this award
is subject to Section 409A of the U.S. Internal Revenue Code (the “Code”) and
fails to comply with the requirements of Section 409A of the Code, the Board
reserves the right (without any obligation to do so) to amend or terminate the
Plan and/or amend, restructure, terminate or replace this award in order to
cause this award to either not be subject to Section 409A of the Code or to
comply with the applicable provisions of such section.

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Attachment 1

General Terms of Employment

A. Except as otherwise required by law or legal process, the Grantee will not
publish or divulge to any person, firm, corporation or institution and will not
use to the detriment of Occidental, or any of its subsidiaries or other
affiliates, or any of their respective officers, directors, employees or
stockholders (collectively, “Occidental Parties”), at any time during or after
the Grantee153s employment by any of them, any trade secrets or confidential
information of any of them (whether generated by them or as a result of any of
their business relationships), including such information as described in
Occidental153s Code of Business Conduct and other corporate policies, without
first obtaining the written permission of an officer of the Company.

B. At the time of leaving employment with the Company, the Grantee will
deliver to the Company, and not keep or deliver to anyone else, any and all
credit cards, drawings, blueprints, specifications, devices, notes, notebooks,
memoranda, reports, studies, correspondence and other documents, and, in
general, any and all materials relating to the Occidental Parties (whether
generated by them or as a result of their business relationships), including any
copies (whether in paper or electronic form), that the Grantee has in the
Grantee153s possession or control.

C. The Grantee will, during the Grantee153s employment by the Company, comply
with the provisions of Occidental153s Code of Business Conduct.

D. Except as otherwise required by the Grantee153s job or permitted by law, the
Grantee will not make statements about any Occidental Parties (1) to the press,
electronic media, to any part of the investment community, to the public, or to
any person connected with, employed by or having a relationship with any of them
without permission of an officer of the Company or (2) that are derogatory,
defamatory or negative. Nothing herein, however, shall prevent Grantee from
making a good faith report or complaint to appropriate governmental authorities.
To the fullest extent permitted by law, Grantee will not interfere with or
disrupt any of the Company153s operations or otherwise take actions intended
directly to harm any of the Occidental Parties.

E. All inventions, developments, designs, improvements, discoveries and ideas
that the Grantee makes or conceives in the course of employment by the Company,
whether or not during regular working hours, relating to any design, article of
manufacture, machine, apparatus, process, method, composition of matter, product
or any improvement or component thereof, that are manufactured, sold, leased,
used or under development by, or pertain to the present or possible future
business of the Company shall be a work-for-hire and become and remain the
property of Occidental, its successors and assigns.

The provisions of this Section do not apply to an invention that qualifies
fully under the provisions of Section 2870 of the California Labor Code, which
provides in substance that provisions in an employment agreement providing that
an employee shall assign or offer to assign rights in an invention to his or her
employer do not apply to an invention for which no equipment, supplies,
facilities, or trade secret information of the employer was used and which was
developed entirely on the employee153s own time, except for those inventions that
either (a) relate, at the time of conception or reduction to practice of the
invention, (1) to the business of the employer or (2) to the employer153s actual
or demonstrably anticipated research or development, or (b) result from any work
performed by the employee for the employer.

F. The foregoing General Terms of Employment are not intended to be an
exclusive list of the employment terms and conditions that apply to the Grantee.
The Company, in its sole discretion, may at any time amend or supplement the
foregoing terms. The Grantee153s breach of the foregoing General Terms of
Employment will entitle the Company to take appropriate disciplinary action,
including, without limitation, reduction of the Long-Term Incentive Award
granted pursuant to these Terms and Conditions and termination of employment.

Attachment 2

Arbitration Provisions

Any dispute arising out of or in any way related to the Grantee153s employment
with the Company, or the termination of that employment, will be decided
exclusively by final and binding arbitration pursuant to any procedures required
by applicable law. To the extent not inconsistent with applicable law, any
arbitration will be submitted to American Arbitration Association (“AAA”) and
subject to AAA Employment Arbitration Rules and Mediation Procedures in effect
at the time of filing of the demand for arbitration. Only the following claims
are excluded from these Terms and Conditions: (1) claims for workers153
compensation, unemployment compensation, or state disability benefits, and
claims based upon any pension or welfare benefit plan the terms of which contain
an arbitration or other non-judicial dispute resolution procedure, (2) to the
extent permitted by applicable law, claims for provisional remedies to maintain
the status quo pending the outcome of arbitration, (3) claims based on
compensation award agreements and incentive plans and (4) claims which are not
permitted by applicable law to be subject to a binding pre-dispute arbitration
agreement.

Any controversy regarding whether a particular dispute is subject to
arbitration under this Section shall be decided by the arbitrator.

To the extent required under applicable law, the Grantee153s responsibility for
payment of the neutral arbitrator153s fees and expenses shall be limited to an
amount equal to the filing fee that would be required for a state trial court
action and the Company shall pay all remaining fees and expenses of the
arbitrator. Unless otherwise required under applicable law, the parties shall
each pay their pro rata share of the neutral arbitrator’s expenses and fees. Any
controversy regarding the payment of fees and expenses under this arbitration
provision shall be decided by the arbitrator.

The arbitrator may award any form of remedy or relief (including injunctive
relief) that would otherwise be available in court. Any award pursuant to said
arbitration shall be accompanied by a written opinion of the arbitrator setting
forth the reason for the award. The award rendered by the arbitrator shall be
conclusive and binding upon the parties hereto, and judgment upon the award may
be entered, and enforcement may be sought in, any court of competent
jurisdiction. To the extent not inconsistent with applicable laws, the
arbitrator will have the authority to hear and grant motions.