Edgar Filing: OCCIDENTAL PETROLEUM CORP /DE/

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Occidental Petroleum Corporation
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.

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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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NOTICE OF 2005 ANNUAL MEETING OF
STOCKHOLDERS & PROXY STATEMENT

Occidental Petroleum Corporation

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FRIDAY, MAY 6, 2005 March 15, 2005
Starlight Ballroom
Fairmont Miramar Hotel Dear Stockholders:
101 Wilshire Boulevard On behalf of the Board of Directors, it is my pleasure to invite you to Occidental's
Santa Monica, CA 90401 2005 Annual Meeting of Stockholders, which will be held on Friday, May 6, 2005,
at the Starlight Ballroom, The Fairmont Miramar Hotel, Los Angeles, California.
MEETING HOURS
Registration Begins 9:30 A.M. Attached is the Notice of Meeting and the Proxy Statement, which describes in
Meeting 10:30 A.M. detail the matters on which you are being asked to vote. These matters include
electing the directors, ratifying the selection of independent auditors, approval of
the Occidental Petroleum Corporation 2005 Long-Term Incentive Plan and
transacting any other business that properly comes before the meeting, including
any stockholder proposals.

Also enclosed are a Report to Stockholders, in which senior management
discusses highlights of the year, and Occidental's Annual Report on Form 10-K.
As in the past, at the meeting there will be a report on operations and an
opportunity to ask questions.

Whether you plan to attend the meeting or not, I encourage you to vote promptly
so that your shares will be represented and properly voted at the meeting.

------------------------------ Sincerely yours,

------------------------------ /s/ RAY R. IRANI

Admission Ticket or Ray R. Irani
Current Brokerage Statement Chairman, President and Chief Executive Officer
Required for Admission

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[OXY LOGO]

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OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024
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March 15, 2005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Occidental's 2005 Annual Meeting of Stockholders will be held at 10:30 a.m. on
Friday, May 6, 2005, at the Starlight Ballroom, Fairmont Miramar Hotel, 101
Wilshire Boulevard, Santa Monica, California.

At the meeting, stockholders will act on the following matters:

1. Election of directors;

2. Ratification of selection of KPMG LLP as independent auditors;

3. Approval of the Occidental Petroleum Corporation 2005 Long-Term
Incentive Plan; and

4. Consideration of other matters properly brought before the meeting,
including stockholder proposals. The Board of Directors knows of two
stockholder proposals that may be presented.

These matters are described in detail in the Proxy Statement. The Board of
Directors recommends a vote FOR Proposals 1, 2 and 3 and AGAINST Proposals 4 and
5.

Stockholders of record at the close of business on March 3, 2005, are entitled
to receive notice of, to attend and to vote at the meeting.

Whether you plan to attend or not, it is important that you read the Proxy
Statement and follow the instructions on your proxy card to vote by mail,
telephone or Internet. This will ensure that your shares are represented and
will save Occidental additional expenses of soliciting proxies.

Sincerely,

/s/ DONALD P. DE BRIER
Donald P. de Brier

Executive Vice President,
General Counsel and Secretary

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TABLE OF CONTENTS
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GENERAL INFORMATION........................................................... 1

PROPOSAL 1: ELECTION OF DIRECTORS............................................. 2

Information Regarding the Board of Directors and its Committees............ 5

Compensation of Directors.................................................. 7

Section 16(a) Beneficial Ownership Reporting Compliance.................... 8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................ 8

EXECUTIVE COMPENSATION....................................................... 10

Compensation Tables....................................................... 10

Employment Agreements..................................................... 13

Benefit Plans............................................................. 15

Change of Control Arrangements............................................ 16

Report of the Executive Compensation and Human Resources Committee........ 16

Performance Graph......................................................... 20

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS............................. 21

Audit and Other Fees...................................................... 21

Report of the Audit Committee............................................. 21

Ratification of Selection of Independent Auditors......................... 22

PROPOSAL 3: ADOPTION OF 2005 LONG-TERM INCENTIVE PLAN........................ 22

Approval of Adoption of 2005 Long-Term Incentive Plan..................... 22

Voting Information........................................................ 22

Summary Description of the 2005 Plan...................................... 23

Securities Authorized for Issuance under Equity Compensation Plans........ 25

STOCKHOLDER PROPOSALS........................................................ 26

PROPOSAL 4: STOCKHOLDER STATEMENT OPPOSING BOARD-SPONSORED PROPOSALS......... 27

PROPOSAL 5: VOTE REGARDING FUTURE GOLDEN PARACHUTES.......................... 28

STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING OF STOCKHOLDERS............ 29

NOMINATIONS FOR DIRECTORS FOR TERM EXPIRING IN 2007.......................... 30

ANNUAL REPORT................................................................ 31

EXHIBIT A: CORPORATE GOVERNANCE POLICIES AND OTHER GOVERNANCE MEASURES...... A-1

EXHIBIT B: OCCIDENTAL PETROLEUM CORPORATION 2005 LONG-TERM INCENTIVE PLAN... B-1

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PROXY STATEMENT
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GENERAL INFORMATION
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This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Occidental Petroleum Corporation, a Delaware
corporation, for use at the Annual Meeting of Stockholders on May 6, 2005, and
at any adjournment of the meeting.

ADMISSION TO THE ANNUAL MEETING

Attendance is limited to stockholders and one guest per stockholder. If you plan
to attend the meeting in person and you are a stockholder of record, you must
bring the admission ticket attached to your proxy or information card. If your
shares are held in the name of a bank, broker or other holder of record and an
admission ticket is not part of your voting instruction card, you will be
admitted only if you have proof of ownership on the record date, such as a bank
or brokerage account statement. In addition to your admission ticket or account
statement, you may be asked to present valid picture identification, such as a
driver's license or passport.

VOTING RIGHTS

This Proxy Statement and accompanying proxy card are being mailed beginning on
or about March 15, 2005, to each stockholder of record as of March 3, 2005,
which is the record date for the determination of stockholders entitled to
receive notice of, to attend, and to vote at the meeting. As of the record date,
Occidental had outstanding and entitled to vote 398,244,371 shares of common
stock. A majority of outstanding shares must be represented at the meeting, in
person or by proxy, to constitute a quorum and to transact business. You will
have one vote for each share of Occidental's common stock you own. You may vote
in person at the meeting or by proxy. Proxies may be voted by completing and
mailing the proxy card, by telephone or Internet as explained on the proxy card.
You may not cumulate your votes.

VOTING OF PROXIES

The Board of Directors has designated Dr. Ray R. Irani, Mr. Aziz D. Syriani and
Miss Rosemary Tomich, and each of them, with the full power of substitution, to
vote shares represented by all properly executed proxies. The shares will be
voted in accordance with the instructions on the proxy card. If no instructions
are specified on the proxy card, the shares will be voted:

o FOR all nominees for directors (see page 2);

o FOR ratification of the independent auditors (see page 22);

o FOR adoption of the Occidental Petroleum Corporation 2005 Long-Term
Incentive Plan (see page 22); and

o AGAINST Proposals 4 and 5 (stockholder proposals begin on page 26).

In the absence of instructions to the contrary, proxies will be voted in
accordance with the judgment of the person exercising the proxy on any other
matter presented at the meeting in accordance with Occidental's By-laws.

BROKER VOTES

If your shares are held in street name, under New York Stock Exchange Rules,
your broker can vote your shares on any of the matters scheduled to come before
the meeting except the adoption of the Occidental Petroleum Corporation 2005
Long-Term Incentive Plan (Proposal 3) and the stockholder proposals (Proposals 4
and 5). If your broker does not have discretion and you do not give the broker
instructions, the votes will be broker nonvotes, which will have the same effect
as votes against the proposals.

VOTE REQUIRED

The vote required to elect directors and to approve each proposal is described
with the proposal.

VOTING RESULTS

The results of the vote will be published on Occidental's web site within 14
calendar days following the date of the meeting, in Occidental's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005, and in the Report on
the Annual Meeting, all of which may be accessed through www.oxy.com.

CONFIDENTIAL VOTING

All proxies, ballots and other voting materials are kept confidential, unless
disclosure is required by applicable law or expressly requested by you, you
write comments on the proxy forms, or the proxy solicitation is contested.
Occidental's confidential voting policy is posted on www.oxy.com.

REVOKING A PROXY

You may revoke your proxy or change your vote before the meeting by filing a
revocation with the Secretary of Occidental, by delivering to Occidental a valid
proxy bearing a later date or by attending the meeting and voting in person.

SOLICITATION EXPENSES

Expense of this solicitation will be paid by Occidental. Morrow & Co., Inc. has
been retained to solicit proxies and assist in distribution and collection of
proxy material for a fee estimated at $15,000 plus reimbursement of
out-of-pocket expenses. Occidental also will reimburse banks, brokers, nominees
and related fiduciaries for the expense of forwarding soliciting material to
beneficial owners of the common stock. In addition, Occidental's officers,
directors and regular employees may solicit proxies but will receive no
additional or special compensation for such work.

PROPOSAL 1: ELECTION OF DIRECTORS
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Directors are elected by a plurality of votes. Your broker has discretionary
authority to vote for this proposal if you do not give instruction. Because the
number of nominees equals the number of directors to be elected, instructions to
"withhold" authority will have no effect on the results of the election.

Unless you specify differently on the proxy card, proxies received will be voted
FOR Spencer Abraham, Ronald W. Burkle, John S. Chalsty, Edward P. Djerejian, R.
Chad Dreier, John E. Feick, Dr. Ray R. Irani, Irvin W. Maloney, Rodolfo Segovia,
Aziz D. Syriani, Rosemary Tomich and Walter L. Weisman to serve for a one-year
term ending at the 2006 Annual Meeting, but in any event, until his or her
successor is elected and qualified, unless ended earlier due to his or her
death, resignation, disqualification or removal from office. In the event any
nominee should be unavailable at the time of the meeting, the proxies may be
voted for a substitute nominee selected by the Board of Directors.

The following biographical information is furnished with respect to each of the
nominees for election at the 2005 Annual Meeting.

The Board of Directors recommends a vote FOR all of the nominees.

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[PHOTO] SPENCER ABRAHAM, 52

Since February 2005, Mr. Abraham has been a distinguished
visiting fellow at the Hoover Institution, a public policy
research center headquartered at Stanford University and
devoted to the study of politics, economics and political
economy as well as international affairs. He served as the
Secretary of Energy, United States Department of Energy from
2001 through January 2005. Prior to that, he was a United
States Senator, representing the State of Michigan, from
1995 to 2001. From 1993 to 1994, he was of counsel to the
law firm of Miller, Canfield, Paddock & Stone. He was a
co-chairman of the National Republican Congressional
Committee from 1991 to 1993 and chairman of the Michigan
Republican Party from 1983 to 1991. Mr. Abraham has a juris
doctorate degree from Harvard Law School.

First Time Nominee

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[PHOTO] RONALD W. BURKLE, 52

Mr. Burkle is the managing partner and majority owner of The
Yucaipa Companies, a private investment firm that invests
primarily its own capital. He is a trustee of the John F.
Kennedy Center for the Performing Arts, a trustee of the J.
Paul Getty Trust and a member of the Board of the Carter
Center. Mr. Burkle also is a director of KB Home and Yahoo!.

Director since 1999

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[PHOTO] JOHN S. CHALSTY, 71

Mr. Chalsty is a principal and has served as Chairman of
Muirfield Capital Management LLC, an asset management firm,
since 2003. He was Chairman of Donaldson, Lufkin & Jenrette,
Inc., an investment banking firm, from 1996 through 2000 and
served as President and Chief Executive Officer from 1986 to
1996. He also is a director of Metromedia Companies and
Creditex.

Director since 1996

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[PHOTO] EDWARD P. DJEREJIAN, 66

Ambassador Djerejian has been founding director of the James
A. Baker III Institute for Public Policy at Rice University
since 1994. Before that, he had a career in foreign service
that included serving as United States Ambassador to Israel
from 1993 to 1994, as Assistant Secretary of State for Near
Eastern Affairs from 1991 to 1993 and as United States
Ambassador to the Syrian Arab Republic from 1988 to 1991.
Ambassador Djerejian also is a director of Baker Hughes,
Inc. and Global Industries, Ltd.

Director since 1996

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[PHOTO] R. CHAD DREIER, 57

Since 1994, Mr. Dreier has been Chairman, President and
Chief Executive Officer of The Ryland Group, Inc., one of
the nation's largest home builders and a leading mortgage
finance company. Mr. Dreier was the Chief Financial Officer
of Kaufman & Broad (now KB Home) from 1986 to 1993. He
worked for the accounting firm of Ernst & Ernst from 1972 to
1975 and qualified as a Certified Public Accountant in
California in 1974. Mr. Dreier is Chairman of the Board of
Trustees of Loyola Marymount University and a director of
Harvard University's Joint Center for Housing Studies.

Director since 2002

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[PHOTO] JOHN E. FEICK, 61

Mr. Feick is the Chairman and a major stockholder of Matrix
Solutions Inc., a provider of environmental remediation and
reclamation services. He was President and Chief Executive
Officer of Matrix from 1995 to 2003. He is also Chairman and
a partner in Kemex Engineering Services, Ltd., which offers
engineering and design services to the petrochemical,
refining and gas processing industries. He was President and
Chief Operating Officer of Novacor Chemicals, a subsidiary
of Nova Corporation, from 1984 to 1994. Mr. Feick is also a
director of Fort Chicago Energy Partners LP.

Director since 1998

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[PHOTO] DR. RAY R. IRANI, 70

Dr. Irani has been Chairman and Chief Executive Officer of
Occidental since 1990, President since 2005 and a director
since 1984. He served as President from 1984 until July
1996. He was Chief Operating Officer from 1984 to 1990. He
was Chairman of the Board of Directors of Canadian
Occidental Petroleum Ltd. (now Nexen Inc.) from 1987 to
1999, and was Honorary Chairman of the Board from 1999 to
2000. Dr. Irani is also a director of KB Home and Lyondell
Chemical Company.

Director since 1984

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[PHOTO] IRVIN W. MALONEY, 74

From 1992 until his retirement in 1998, Mr. Maloney was
President and Chief Executive Officer of Dataproducts
Corporation, which designs, manufactures and markets
printers and supplies for computers.

Director since 1994

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[PHOTO] RODOLFO SEGOVIA, 68

Mr. Segovia is on the Executive Committee of Inversiones
Sanford, a diversified investment group with emphasis in
petrochemicals, specialty chemicals and plastics. A former
President of the Colombian national oil company (Ecopetrol)
as well as Minister and Senator of the Republic of Colombia,
he has been President and Chief Executive Officer of
Sanford's PVC company and, from 1996 to 1998, of its
polypropylene venture. In 1999, he was visiting Professor
of Management at Lehigh University.

Director since 1994

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[PHOTO] AZIZ D. SYRIANI, 62

Mr. Syriani has served since 2002 as the President and Chief
Executive Officer of The Olayan Group, a diversified
trading, services and investment organization with
activities and interests in the Middle East and elsewhere.
From 1978 until 2002, he served as the President and Chief
Operating Officer of The Olayan Group. Mr. Syriani is also a
director of The Credit Suisse Group. He was Chairman of the
Audit Committee of The Credit Suisse Group from April 2002
until April 2004 and since April 2004 has been Chairman of
the Compensation Committee.

Director since 1983
Lead Independent Director since 1999

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[PHOTO] ROSEMARY TOMICH, 67

Miss Tomich has been owner of the Hope Cattle Company since
1958 and the A. S. Tomich Construction Company since 1970.
Additionally, she is Chairman of the Board of Directors and
Chief Executive Officer of Livestock Clearing, Inc. and was
a founding director of the Palm Springs Savings Bank. Miss
Tomich serves on the Advisory Board of the University of
Southern California School of Business Administration and
the Board of Councillors for the School of Letters and
Sciences at the University of Southern California and is a
Trustee Emeritus of the Salk Institute.

Director since 1980

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[PHOTO] WALTER L. WEISMAN, 69

Mr. Weisman is a private investor and former Chairman and
Chief Executive Officer of American Medical International, a
multinational hospital firm now part of the Tenet Healthcare
Corporation. Mr. Weisman is a director of Fresenius Medical
Care AG, Community Care Health Network and Maguire
Properties, Inc. He is also a trustee of the Los Angeles
County Museum of Art, California Institute of Technology,
Sundance Institute, Public Broadcasting Service and Samuel
H. Kress Foundation.

Director since 2002

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

CORPORATE GOVERNANCE - In 2005, the Board amended and restated its Corporate
Governance Policies to reflect regulatory changes as well as the Board's desire
to maintain high standards for the governance of the Board and the Committees.
The Corporate Governance Policies, together with information about other
governance measures, are set forth in Exhibit A and are also available at
www.oxy.com.

INDEPENDENCE - Each of Miss Tomich and Messrs. Abraham, Burkle, Chalsty,
Djerejian, Dreier, Feick, Maloney, Segovia, Syriani and Weisman has been
determined by the Board of Directors as meeting the independence standard set
forth in Occidental's Corporate Governance Policies (see Exhibit A) and the New
York Stock Exchange Listed Company Manual. Except for the Executive Committee,
the Charitable Contributions Committee and the Dividend Committee, all
committees of the Board are composed of independent directors.

MEETINGS - The Board of Directors held six regular meetings during 2004,
including one executive session at which no members of management were present.
Mr. Syriani, the Lead Independent Director, presided over the executive session.
Each director attended at least 75 percent of the meetings of the Board of
Directors and the committees of which he or she was a member and all of the
directors, except Mr. Syriani, attended the 2004 Annual Meeting. Attendance at
the annual meeting of stockholders is expected of all directors as if it were a
regular meeting.

COMMUNICATIONS WITH BOARD MEMBERS - Stockholders and other interested parties
may communicate with any director by sending a letter to such director's
attention in care of Occidental's Corporate Secretary, 10889 Wilshire Blvd., Los
Angeles, California 90024. The Corporate Secretary opens, logs and forwards all
such correspondence (other than advertisements or other solicitations) to
directors unless the director to whom the correspondence is addressed has
requested the Corporate Secretary to forward correspondence unopened.

LEAD INDEPENDENT DIRECTOR AND COMMITTEES - The Board of Directors has a Lead
Independent Director and seven standing committees: Executive; Audit; Corporate
Governance, Nominating and Social Responsibility; Charitable Contributions;
Dividend; Executive Compensation and Human Resources; and Environmental, Health
and Safety. The Audit Committee Charter, the Executive Compensation and Human
Resources Committee Charter and the Corporate Governance, Nominating and Social
Responsibility Committee Charter and the enabling resolutions for each of the
other committees are available at www.oxy.com. The general duties of the Lead
Independent Director and the committees are described below. From time to time,
the Board of Directors delegates additional duties to the standing committees.

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MEETINGS OR
WRITTEN ACTIONS
NAME AND MEMBERS RESPONSIBILITIES IN 2004
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LEAD INDEPENDENT DIRECTOR o coordinates the activities of the independent directors Not applicable
o advises the Chairman on the schedule and agenda for Board meetings
Aziz D. Syriani o assists in assuring compliance with Occidental's Corporate
Governance Policies
o assists the Executive Compensation and Human Resources Committee in
evaluating the Chairman's performance
o recommends to the Chairman membership of the various Board
committees

EXECUTIVE COMMITTEE o exercises the powers of the Board of Directors with respect to the 2 written actions
management of the business and affairs of Occidental between
Dr. Ray R. Irani (Chair) meetings of the Board of Directors
Dr. Dale R. Laurance *
Irvin W. Maloney
Rodolfo Segovia
Aziz D. Syriani
Rosemary Tomich

* Retired from the Board of Directors on December 31, 2004

CORPORATE GOVERNANCE, o recommends candidates for election to the Board 5 meetings
NOMINATING AND SOCIAL o is responsible for the periodic review and interpretation of
RESPONSIBILITY COMMITTEE Occidental's Governance Policies and consideration of other
governance issues
Edward P. Djerejian o oversees the evaluation of the Board and management
Rodolfo Segovia o reviews the Corporation's policies, programs and practices on
Aziz D. Syriani (Vice Chair) social responsibility, including the Corporate Matching Gift
Rosemary Tomich (Chair) policies
Walter L. Weisman o oversees compliance with the Corporation's Human Rights Policy

See page 30 for information on how nominees are selected and
instructions on how to recommend nominees for the Board.

ENVIRONMENTAL, HEALTH AND SAFETY o reviews and discusses with management the status of health, 5 meetings
COMMITTEE environment and safety issues, including compliance with applicable
laws and regulations
Edward P. Djerejian o reviews the results of internal compliance reviews and remediation
John E. Feick projects
Rodolfo Segovia (Chair) o reports periodically to the Board on environmental, health and
Rosemary Tomich safety matters affecting Occidental and its subsidiaries
Walter L. Weisman

AUDIT COMMITTEE All of the members of the Audit Committee are independent as defined 8 meetings
in the New York Stock Exchange Listed Company Manual. All of the
R. Chad Dreier members of the Audit Committee are financially literate and the Board
John E. Feick of Directors has determined that Mr. Dreier meets the Securities and
Irvin W. Maloney Exchange Commission's definition of "audit committee financial
Aziz D. Syriani (Chair) expert." The Audit Committee Report with respect to Occidental's
Rosemary Tomich (Vice Chair) financial statements is on page 21.

The primary duties of the Audit Committee are as follows:

o hires the independent auditors to audit the consolidated financial
statements, books, records and accounts of Occidental and its
subsidiaries
o discusses the scope and results of the audit with the independent
auditors
o discusses Occidental's financial accounting and reporting principles
and the adequacy of Occidental's internal accounting, financial and
operating controls with the auditors and with management
o reviews all reports of internal audits submitted to the Audit
Committee and management's actions with respect thereto
o reviews the appointment of the senior internal auditing executive
o oversees all matters relating to Occidental's Code of Business
Conduct compliance program

CHARITABLE CONTRIBUTIONS o monitors and approves charitable contributions made by Occidental None
and its subsidiaries
Dr. Ray R. Irani
Irvin W. Maloney
Rosemary Tomich (Chair)

DIVIDEND COMMITTEE o has authority to declare the quarterly cash dividend on the Common None
Stock
Dr. Ray R. Irani
Aziz D. Syriani

EXECUTIVE COMPENSATION AND o reviews and approves the corporate goals and objectives relevant to 5 meetings
HUMAN RESOURCES COMMITTEE the compensation of the Chief Executive Officer ("CEO"), evaluates including 3
the CEO's performance and determines and approves the CEO's executive sessions
Ronald W. Burkle compensation level with no members of
John S. Chalsty (Chair) o reviews and approves the annual salaries, bonuses and other management present
R. Chad Dreier benefits of all other executive officers
Irvin W. Maloney (Vice Chair) o administers Occidental's stock-based incentive compensation plans
Rosemary Tomich o periodically reviews the performance of the plans and their rules
o reviews new executive compensation programs
o periodically reviews the operation of existing executive
compensation programs as well as policies for the administration of
executive compensation
o reviews annually director compensation

The Executive Compensation and Human Resources Committee's report on
executive compensation begins on page 16.

COMPENSATION OF DIRECTORS

Beginning as of the 2004 Annual Meeting, each non-employee director is paid a
retainer of $50,000 per year, plus $1,250 for each meeting of the Board of
Directors or of its committees he or she attends and, pursuant to the 1996
Restricted Stock Plan for Non-Employee Directors, receives an annual grant of
2,500 shares of Common Stock, plus an additional 300 shares of Common Stock for
each committee he or she chairs or for serving as lead independent director.
Beginning with the 2005 Annual Meeting, the meeting fee will be increased to
$2,000 and the number of shares for serving as a committee chair or lead
independent director will increase to 400 shares. The following chart sets forth
the amounts paid and shares issued to each of the non-employee directors in
2004.

RESTRICTED STOCK AWARD
NAME ANNUAL RETAINER ATTENDANCE FEES (# OF SHARES) (1)
---- --------------- --------------- ----------------------

Ronald W. Burkle $46,250 $11,250 2,500
John S. Chalsty $46,250 $13,750 2,800
Edward P. Djerejian $46,250 $20,000 2,500
R. Chad Dreier $46,250 $20,000 2,500
John E. Feick $46,250 $22,500 2,500
Irvin W. Maloney $46,250 $22,500 2,500
Rodolfo Segovia $46,250 $17,500 2,800
Aziz D. Syriani $46,250 $21,250 3,100
Rosemary Tomich $46,250 $37,500 2,800
Walter L. Weisman $46,250 $17,500 2,500

(1) Per the terms of the 1996 Restricted Stock Plan for Non-Employee
Directors, the Restricted Stock Awards were granted on May 3, 2004. The shares
may not be sold or transferred during the director's period of service as a
member of the Board.

Directors are eligible to participate in the Occidental Petroleum Matching Gift
Program, which provides matching contributions of up to an aggregate of $50,000
per year to institutions of higher learning and arts and cultural organizations.
In 2004, Occidental made matching contributions aggregating $25,000 on behalf of
Mr. Burkle, $25,000 on behalf of Mr. Chalsty, $50,000 on behalf of Mr. Dreier,
$7,500 on behalf of Mr. Feick, $31,000 on behalf of Dr. Irani, $50,000 on behalf
of Dr. Laurance, $25,000 on behalf of Mr. Segovia, and $25,000 on behalf of Mr.
Weisman. In addition, Occidental reimburses non-employee directors for expenses
related to service on the Board, including hotel, airfare and meals for
themselves and their significant others, and permits, subject to availability,
non-employee directors to make use of company aircraft on the same terms
applicable to executive officers of Occidental as well as office space. Mr.
Syriani used a company aircraft for one personal flight in 2004, for which he
reimbursed the Company. One non-employee director also serves as a director of
the Occidental Petroleum Charitable Foundation and received $1,250 for attending
the single Foundation meeting in 2004.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules
issued thereunder, Occidental's executive officers, directors and any beneficial
owner of more than 10 percent of any class of Occidental's equity securities are
required to file with the Securities and Exchange Commission and the New York
Stock Exchange reports of ownership and changes in ownership of common stock.
Copies of such reports are required to be furnished to Occidental. Based solely
on its review of the copies of the reports furnished to Occidental, or written
representations that no reports were required, Occidental believes that, during
2004, all persons required to report complied with the Section 16(a)
requirements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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At the close of business on March 3, 2005, the beneficial owners of common stock
shown below were the only persons known to Occidental to be the beneficial
owners of five percent or more of the outstanding voting securities of
Occidental.

-------------------------------- -------------- ----------- -------------- ------------- -------------- ----------
PERCENT OF
NUMBER OF OUTSTANDING SOLE SHARED SOLE SHARED
SHARES COMMON VOTING VOTING INVESTMENT INVESTMENT
NAME AND ADDRESS OWNED STOCK SHARES SHARES SHARES SHARES
-------------------------------- -------------- ----------- -------------- ------------- -------------- ----------

AXA Financial Inc. 30,679,686 (1) 7.8% (1) 16,240,498 (1) 5,065,367 (1) 30,673,736 (1) 5,950 (1)
1290 Avenue of the Americas
New York, New York 10104

Barclays Global Investors, N.A. 35,012,388 (2) 8.88% (2) 31,420,941 (2) 0 (2) 35,012,388 (2) 0 (2)
45 Fremont Street
San Francisco, California 94105

Barrow, Hanley, Mewhinney 23,427,181 (3) 5.94% (3) 5,343,217 (3) 18,083,964 (3) 23,427,181 (3) 0 (3)
& Strauss, Inc.
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75024-2429
-------------------------------- -------------- ----------- -------------- ------------- -------------- ----------

(1) Pursuant to Amendment No. 5 to Schedule 13G, filed as of February 14,
2005 with the Securities and Exchange Commission.

(2) Pursuant to Schedule 13G, filed as of February 14, 2005 with the
Securities and Exchange Commission.

(3) Pursuant to Schedule 13G, filed as of February 8, 2005 with the
Securities and Exchange Commission.

The following table sets forth certain information regarding the beneficial
ownership of common stock as of February 28, 2005, by each of the named
executive officers, the directors of Occidental, the nominee for director and
all executive officers and directors as a group. The directors are subject to
stock ownership guidelines as described in Occidental's Corporate Governance
Policies (see Exhibit A). The executive officers are subject to stock ownership
guidelines, which range from two to ten times base salary (see Executive Stock
Ownership at www.oxy.com). All of the directors and current executive officers
were in compliance with the guidelines as of February 28, 2005.

---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------
SOLE VOTING PERCENT OF RESTRICTED/
AND TOTAL SHARES OUTSTANDING PERFORMANCE DEFERRED
INVESTMENT RESTRICTED EXERCISABLE BENEFICIALLY COMMON STOCK STOCK
NAME SHARES (1) SHARES (2) OPTIONS (3) OWNED (4) STOCK (5) UNITS (6) UNITS (7)
---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------

Spencer Abraham 0 0 N/A 0 N/A N/A
Ronald W. Burkle 14,383 14,500 N/A 28,883 N/A N/A
John S. Chalsty 5,000 10,371 N/A 15,371 N/A N/A
Stephen I. Chazen 56,956 0 930,295 987,251 273,352 354,835
Donald P. de Brier 62,550 0 412,531 475,081 142,208 225,590
Edward P. Djerejian 1,390 15,106 N/A 16,496 N/A N/A
R. Chad Dreier 7,000 5,833 N/A 12,833 N/A N/A
John E. Feick 1,000 14,500 N/A 15,500 N/A N/A
Ray R. Irani 409,388 0 3,650,428 4,059,816 1.02% 949,210 1,103,583
Dale R. Laurance (8) 8,481 0 0 8,481 99,413 0
Irvin W. Maloney 4,888 16,050 N/A 20,938 N/A N/A
John W. Morgan (9) 76,617 0 517,253 593,870 121,341 131,479
Rodolfo Segovia (10) 9,399 16,326 N/A 25,725 N/A N/A
Aziz D. Syriani 1,000 16,790 N/A 17,790 N/A N/A
Rosemary Tomich 4,500 17,250 N/A 21,750 N/A N/A
Walter L. Weisman 2,000 6,667 N/A 8,667 N/A N/A
---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------

All executive officers
and directors as a
group (20 persons) 801,676(9)(10) 137,177 5,878,193 6,817,046 1.71% 1,796,201 2,028,079
---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------

(1) Includes shares held through the Occidental Petroleum Corporation
Savings Plan.

(2) For non-employee directors, includes shares for which investment
authority has not vested under the 1996 Restricted Stock Plan. For executive
officers, includes shares for which investment authority has not vested pursuant
to either the 1995 Incentive Stock Plan or the 2001 Incentive Compensation Plan.

(3) Includes options which will be exercisable within 60 days.

(4) Total is the sum of the first three columns.

(5) Unless otherwise indicated, less than one percent.

(6) Includes the restricted stock unit awards made pursuant to the 2001
Incentive Compensation Plan and target award under performance stock grants made
pursuant to the 1995 Incentive Stock Plan and 2001 Incentive Compensation Plan.
Until the restricted or performance period ends, as applicable, and, in the case
of performance awards, the awards are certified, no shares of common stock are
issued. However, grant recipients receive dividend equivalents on the restricted
stock units during the restricted period and on the target share amount during
the performance period.

(7) Includes shares earned under restricted stock and performance stock
awards that were deferred at the end of the restricted or performance period, as
applicable. During the deferral period, dividend equivalents are paid in cash or
accrued as additional stock units depending on the participant's deferral
election.

(8) Dr. Laurance retired as President and a director of Occidental on
December 31, 2004.

(9) Includes 400 shares held by Mr. Morgan's wife.

(10) Includes 6,785 shares held by Mr. Segovia as trustee for the benefit
of his children.

EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

COMPENSATION TABLES

Set forth below are tables showing: (1) in summary form, the compensation paid,
for the years shown in the table, to Dr. Irani and the four other highest-paid
executive officers of Occidental serving as executive officers on December 31,
2004; (2) the options and stock appreciation rights granted to such executives
in 2004; (3) exercise and year-end value information pertaining to stock options
and stock appreciation rights granted to such executives; and (4) long-term
incentive plan awards granted and paid to such executives with respect to their
performance through 2004.

SUMMARY COMPENSATION TABLE

-------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
------------------------------------------ ---------------------------------------
Awards Payouts
-------------------------- -----------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation (1) Award(s)(2) Options/SARs Payouts(3) Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
------------------- ---- ----------- ----------- ---------------- ------------ ------------ ----------- ---------------

Ray R. Irani, 2004 $ 1,300,000 $ 3,380,000 $ 443,810 (4) $ 16,850,800 700,000 $ 7,681,905 $ 1,279,669 (5)
Chairman, 2003 $ 1,300,000 $ 3,120,000 $ 384,625 (4) $ 11,357,096 700,000 $ 7,636,442 $ 1,297,879 (5)
President and Chief 2002 $ 1,300,000 $ 2,990,000 $ 460,960 (4) $ 10,386,705 600,000 $ 5,734,426 $ 1,057,996 (5)
Executive Officer

Dale R. Laurance, 2004 $ 1,030,000 $ 1,854,000 $ 144,243 (7) $ 4,932,000 0 $ 4,347,545 $ 730,637 (8)
President (6) 2003 $ 1,030,000 $ 1,750,000 $ 76,740 (7) $ 4,043,513 350,000 $ 4,320,343 $ 681,878 (8)
2002 $ 1,030,000 $ 1,700,000 $ 96,945 (7) $ 4,015,626 300,000 $ 3,242,650 $ 604,950 (8)

Stephen I. Chazen, 2004 $ 654,545 $ 1,152,000 $ 0 $ 5,147,700 320,000 $ 1,772,813 $ 458,888 (9)
Senior EVP and 2003 $ 600,000 $ 900,000 $ 0 $ 3,240,428 300,000 $ 1,669,773 $ 447,645 (9)
Chief Financial 2002 $ 600,000 $ 800,000 $ 0 $ 3,323,314 250,000 $ 1,242,432 $ 383,535 (9)
Officer

Donald P. de Brier, 2004 $ 551,000 $ 675,000 $ 0 $ 1,988,190 140,000 $ 1,628,108 $ 243,885 (10)
EVP, General 2003 $ 551,000 $ 650,000 $ 0 $ 1,620,992 150,000 $ 1,547,128 $ 244,590 (10)
Counsel and 2002 $ 551,000 $ 600,000 $ 0 $ 1,592,469 125,000 $ 1,194,682 $ 216,121 (10)
Secretary

John W. Morgan, 2004 $ 492,273 $ 650,000 $ 0 $ 2,044,700 140,000 $ 1,300,145 $ 163,247 (11)
EVP and President- 2003 $ 465,000 $ 550,000 $ 0 $ 1,540,217 120,000 $ 1,225,997 $ 154,360 (11)
Oil and Gas, 2002 $ 440,000 $ 475,000 $ 0 $ 893,598 107,500 $ 776,563 $ 140,053 (11)
Western
Hemisphere
------------------- ---- ----------- ----------- ---------------- ------------ ------------ ----------- ---------------

(1) Does not include the cost of security services that Occidental believes
are required to safeguard its executive officers. Such security costs in 2004
aggregated $915,384 for the named executive officers. Since 2002, the named
executive officers reimburse Occidental for any personal use of company
aircraft, including guests accompanying an executive on a flight being taken by
the executive for a business purpose, at the standard industry fare level, which
rate is intended to approximate first class airfare. The amounts in this column
include the excess, if any, of the estimated incremental cost of using the
aircraft and the amount reimbursed by the executive. A zero in the column means
that the executive did not receive perquisites or other personal benefits,
securities or property exceeding $50,000 in that year.

(2) Includes restricted stock unit awards made in July and December 2004 to
the executive officers listed pursuant to the Occidental Petroleum Corporation
2001 Incentive Compensation Plan, subject to a three-year vesting period for the
July award and a five-year vesting period for the December award. During the
vesting period, dividend equivalents are credited on the restricted stock units
in an amount equal to the per share dividend declared per share of common stock
and cash equal to the dividend equivalent is paid to the grantee. As of December
31, 2004, Dr. Irani held an aggregate of 727,587 restricted shares and units,
having a value of $42,461,977; Dr. Laurance 249,851 shares and units, having a
value of $14,581,304; Mr. Chazen 221,709 shares and units, having a value of
$12,983,937; Mr. de Brier 98,370 shares and units, having a value of $5,740,873;
and Mr. Morgan 83,836 shares and units, having a value of $4,892,669.

(3) The payout was determined based on a peer company comparison of total
stockholder return. See "Report of the Executive Compensation and Human
Resources Committee" on page 16.

(4) Includes for 2004, 2003 and 2002 respectively, unless otherwise noted:
$74,962, $80,125, and $130,491 for club dues; $364,048, $304,500 and $330,469
for financial counseling (see description on page 15); and $4,800 (2004 only)
for excess of estimated incremental cost of aircraft usage over reimbursement
amount.

(5) Includes for 2004, 2003 and 2002, respectively, unless otherwise noted:
$108,607, $92,499 and $24,958 of director's fees paid by equity investees of
Occidental (includes the value, as of the date of award, of restricted stock
units received from Lyondell Chemical Company, in addition to cash retainer);
$12,300, $12,000 and $11,100 credited pursuant to the Occidental Petroleum
Corporation Savings Plan (the "Savings Plan"); $16,400, $16,000 and $17,800
credited pursuant to the Occidental Petroleum Corporation Retirement Plan (the
"Retirement Plan"), a tax-qualified, defined contribution plan that provides
retirement benefits for salaried employees of Occidental and certain of its
subsidiaries; $578,590, $563,750 and $498,245 credited pursuant to the
Occidental Petroleum Corporation Supplemental Retirement Plan (the "Supplemental
Retirement Plan") described on page 15; $529,468, $579,583 and $454,143 of
accrued interest on deferred compensation (see page 15 for a description of the
Deferred Compensation Plan); $32,500, $32,500 and $32,500 for term life
insurance premiums; $1,806, $1,547 and $1,250 for excess liability insurance
premiums (see description on page 15; and $18,000 (2002 only) credited pursuant
to the Occidental Petroleum Corporation Deferred Compensation Plan to compensate
for the matching contribution not made under the Savings Plan because of the
deferral of a portion of base salary ("DCP Savings Match").

(6) Dr. Laurance retired as President on December 31, 2004.

(7) Includes for 2004, 2003 and 2002, respectively, unless otherwise noted:
$29,618, $34,740 and $51,945 for club membership and dues; $48,225, $42,000 and
$45,000 for tax preparation and financial planning services; and $66,400 (2004
only) for excess of estimated incremental cost of aircraft usage over
reimbursement amount.

(8) Includes for 2004, 2003 and 2002, respectively, unless otherwise noted:
$12,300, $12,000 and $11,100 credited pursuant to the Savings Plan; $15,700 and
$16,000 and $17,800 credited pursuant to the Retirement Plan; $365,480, $359,540
and $348,845 credited pursuant to the Supplemental Retirement Plan; $230,623,
$288,741 and $221,905 of accrued interest on deferred compensation; $4,050,
$4,050 and $4,050 for term life insurance premiums; $1,806, $1,547 and $1,250
for excess liability insurance premiums; and $100,678 of accrued vacation pay
(2004 only).

(9) Includes for 2004, 2003 and 2002, respectively, unless otherwise noted:
$108,607, $92,499 and $62,958 of directors fees paid by equity investees of
Occidental, (includes the value as of the date of award of restricted stock
units received from Lyondell Chemical Company in addition to cash retainer);
$12,300, $12,000 and $11,100 credited pursuant to the Savings Plan; $15,700,
$16,000 and $17,800 credited pursuant to the Retirement Plan; $194,772, $172,850
and $161,555 credited pursuant to the Supplemental Retirement Plan; $125,703,
$152,749 and $128,872 of accrued interest on deferred compensation; and $1,806,
$1,547 and $1,250 for excess liability insurance premiums.

(10) Includes for 2004, 2003 and 2002, respectively, unless otherwise
noted: $12,300, $12,000 and $11,100 credited pursuant to the Savings Plan;
$16,400, $16,000 and $17,800 credited pursuant to the Retirement Plan; $145,123,
$139,883 and $132,188 credited pursuant to the Supplemental Retirement Plan;
$34,005, $34,005 and $34,005 for term life insurance premiums; $34,251, $41,155
and $19,778 of accrued interest on deferred compensation and $1,806, $1,547 and
$1,250 for excess liability insurance premiums.

(11) Includes for 2004, 2003 and 2002, respectively, unless otherwise
noted: $12,300, $12,000 and $11,100 credited pursuant to the Savings Plan;
$14,404, $16,000 and $17,800 credited pursuant to the Retirement Plan; $117,730,
$105,742 and $93,473 credited pursuant to the Supplemental Retirement Plan;
$13,767, $15,831 and $13,190 of accrued interest on deferred compensation;
$1,806, $1,547 and $1,250 for excess liability insurance premiums; and $3,240,
$3,240 and $3,240 credited pursuant to the DCP Savings Match.

OPTION/SAR GRANTS IN 2004

------------------------------------------------------------------------------------------------------------------------
Number Potential Realizable Value
of Securities Percent of Total at Assumed Annual Rates
Underlying Options/SARs of Stock Price Appreciation
Options/SARs Granted to Exercise or for Option Term (4)
Granted (1) Employees in Base Price (2) Expiration ----------------------------
Name (#) 2004 ($/Share) Date (3) 5% 10%
------------------- ------------- ---------------- -------------- ---------- ------------ ------------

Ray R. Irani 2,027 0.05% $ 49.32 7/14/2014 $ 62,872 $ 159,329
347,973 7.93% $ 49.32 7/14/2014 $ 10,793,107 $ 27,351,853
350,000 7.97% $ 49.32 7/14/2014 $ 10,855,979 $ 27,511,182

Dale R. Laurance 0 0%
0 0%
0 0%

Stephen I. Chazen 2,027 0.05% $ 49.32 7/14/2014 $ 62,872 $ 159,329
157,973 3.60% $ 49.32 7/14/2014 $ 4,899,862 $ 12,417,211
160,000 3.65% $ 49.32 7/14/2014 $ 4,962,733 $ 12,576,541

Donald P. de Brier 2,027 0.05% $ 49.32 7/14/2014 $ 62,872 $ 159,329
67,973 1.55% $ 49.32 7/14/2014 $ 2,108,324 $ 5,342,907
70,000 1.59% $ 49.32 7/14/2014 $ 2,171,196 $ 5,502,236

John W. Morgan 2,027 0.05% $ 49.32 7/14/2014 $ 62,872 $ 159,329
67,973 1.55% $ 49.32 7/14/2014 $ 2,108,324 $ 5,342,907
70,000 1.59% $ 49.32 7/14/2014 $ 2,171,196 $ 5,502,236
------------------- ------------- ---------------- -------------- ---------- ------------ ------------

(1) In July 2004, each of the named executive officers, other than Dr.
Laurance, received a simultaneous grant of Incentive Stock Options ("ISOs")
Non-qualified Stock Options ("NQSOs") and Stock Appreciation Rights (SARs). The
ISOs are listed first in the table, the NQSOs are listed second and the SARs are
listed third. The ISOs, NQSOs and SARs were granted subject to a three-year
vesting period, with approximately one-third of each grant becoming exercisable
each year commencing on the first anniversary of the grant date and ending on
the third anniversary. The SARs are exercisable only for cash. The vesting and
exercisability of the options and SARs will be accelerated in the event of a
Change of Control (as defined in the 2001 Incentive Compensation Plan).

(2) Options and SARs are granted at market price on the day of the grant.
The exercise price and tax withholding obligations related to exercise of
options may be paid by delivery of already owned shares or by offset of the
underlying shares, subject to certain conditions.

(3) The options and SARs were granted for terms of 10 years. Upon the
termination of the recipient's employment, the options and SARs continue to vest
and remain exercisable (depending on the cause of termination) for a period of
up to the remaining term of each option and SAR. However, under the provisions
of his employment agreement, the options and SARs granted to Dr. Irani become
fully vested immediately in the event of termination by Occidental or his
retirement and are then exercisable for the remaining term of the award. Under
the terms of their respective employment agreements, the options and SARs
granted to Messrs. Chazen and de Brier continue to vest in the event of
termination by Occidental and are exercisable for the remaining term of the
agreement. See "Employment Agreements" below.

(4) The dollar amounts in these columns are the result of calculations at
the 5 percent and 10 percent annual appreciation rates for the term of the
options and SARs (10 years) as required by the Securities and Exchange
Commission, and therefore are not intended to predict future appreciation, if
any, in the price of Occidental common stock.

AGGREGATED OPTIONS/SAR EXERCISES IN 2004
AND DECEMBER 31, 2004 OPTION/SAR VALUES

-----------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Shares Options/SARs at 12/31/04 at 12/31/04 (2)
Acquired Value ----------------------------- -----------------------------
on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
-------------------- ----------- ------------ ------------- ------------- ------------- -------------

Ray R. Irani 1,236,712 $ 37,188,460 3,650,428 1,366,666 $ 118,684,963 $ 25,421,315

Dale R. Laurance 1,780,453 $ 36,147,560 333,333 0 $ 9,546,658 $ 0

Stephen I. Chazen 588,583 $ 14,845,472 930,295 603,333 $ 29,436,611 $ 10,999,623

Donald P. de Brier 370,138 $ 9,698,284 412,531 281,666 $ 12,986,362 $ 5,318,995

John W. Morgan 221,891 $ 8,110,791 524,776 255,833 $ 16,729,731 $ 4,588,148
-------------------- ----------- ------------ ------------- ------------- ------------- -------------

(1) Represents the difference between the closing price of the common stock
on the New York Stock Exchange on the exercise date and the option exercise
price.

(2) The value of unexercised in-the-money options is calculated by
multiplying the number of underlying shares by the difference between the
closing price of the common stock on the New York Stock Exchange at December 31,
2004 and the option exercise price.

LONG-TERM INCENTIVE PLAN -- AWARDS IN 2004 (1)

---------------------------------------------------------------------------------------------------------------
Estimated Future Payouts Under
Performance or Other Non-Stock Price-Based Plans
Number of Shares, Other Period ---------------------------------------------
Units or Until Maturation or Threshold Target Maximum
Name Other Rights (#) Payout (# of shares) (# of shares) (# of shares)
-------------------- ----------------- -------------------- ------------- ------------- -------------

Ray R. Irani 46,165 4 years (2) 0 46,165 92,230

Dale R. Laurance 24,385 4 years (3) 0 24,385 48,770

Stephen I. Chazen 9,944 4 years (4) 0 9,944 19,888

Donald P. de Brier 9,132 4 years (4) 0 9,132 18,264

John W. Morgan 7,706 4 years 0 7,706 15,412
-------------------- ----------------- -------------------- ------------- ------------- -------------

(1) Performance Stock Awards were made in January 2004 pursuant to the 2001
Incentive Compensation Plan. The number of shares received at the end of the
performance period will depend on the attainment of performance objectives based
on a peer company comparison of total stockholder return. Depending on
Occidental's ranking among its peers and subject to the grantee remaining
employed throughout the performance period, the grantee receives shares of
common stock in an amount ranging from 0 percent to 200 percent of the Target
Share Award; provided, however, if the grantee dies, becomes disabled, retires
or is terminated for the convenience of Occidental during the performance
period, then the grantee will forfeit the right to receive a pro rata portion of
the payout based on the days remaining in the performance period after such
event. During the performance period, dividend equivalents are credited on the
Target Shares in an amount equal to the per share dividend declared per share of
common stock and cash equal to the dividend equivalent is paid to the grantees.
In the event of a Change of Control (as defined in the 2001 Incentive
Compensation Plan), the grantee's right to receive the number of Target Shares
becomes nonforfeitable.

(2) Under the terms of his employment agreement, any long-term incentive
awards granted to Dr. Irani become fully vested immediately in the event of
termination by Occidental or his retirement. See "Employment Agreements" below.

(3) Under the terms of his employment agreement, any long-term incentive
awards granted to Dr. Laurance became fully vested upon his retirement. See
"Employment Agreements" below.

(4) Under the terms of their respective employment agreements, the
performance period for the entire award granted to Messrs. Chazen and de Brier
continues in the event of termination without cause for the remaining term of
the agreement. See "Employment Agreements" below.

EMPLOYMENT AGREEMENTS

The following are summaries of the employment agreements between Occidental and
the executive officers named in the Compensation Tables, except Mr. Morgan, who
does not have an employment agreement. Copies of the agreements are available as
exhibits to Occidental's periodic reports filed with the Securities and Exchange
Commission.

DR. IRANI - On February 10, 2005, Occidental Petroleum Corporation
("Occidental") entered into an amended and restated employment agreement with
Dr. Irani. The agreement, as amended, is for a term expiring on the earlier of
Occidental's 2010 Annual Meeting of Stockholders or May 30, 2010, with an annual
salary at a minimum rate of $1,300,000, subject to annual increase (and, as part
of across-the-board reductions for other officers, decrease), as well as an
annual cash bonus, in each case at the reasonable discretion of the Board of
Directors and the Executive Compensation and Human Resources Committee (the
"Committee"). Salary increase and bonuses may be paid at the discretion of the
Committee in cash, common stock or a combination thereof. In addition, Dr. Irani
is eligible to participate in Occidental's group life insurance, medical and
dental care (including coverage for his wife and children), disability,
retirement, personal savings account, deferred compensation and other plans or
benefits which Occidental may provide for employees and other senior executives.
During the term and thereafter until his death, Dr. Irani will receive life
insurance at least equal to three times his highest career annual salary, which
life insurance shall be assignable at Dr. Irani's option. Prior to retirement,
Dr. Irani will receive six weeks paid vacation each calendar year (which will
accrue and for which he will be entitled to be paid for any accrued but unused
vacation time upon termination of the agreement) and the minimum perquisites to
which he was entitled prior to November 30, 2000. See also footnote (5) to the
Summary Compensation Table on page 11 for information on perquisites received by
Dr. Irani.

Following his retirement or upon the termination of his employment by
Occidental, Dr. Irani will continue to receive medical and dental benefits no
less favorable than those provided prior to his retirement or termination and
his exiting perquisites, including the personal tax, accounting and financial
planning services currently provided to him. Upon retirement, notwithstanding
the provisions of the award agreements, all of Dr. Irani's unvested stock
options, SARs and restricted stock awards will immediately vest and become
exercisable and his performance stock awards will become immediately vested and
fully payable. If the agreement is terminated due to Dr. Irani's death, Dr.
Irani's estate will be entitled to a pro rata portion of any bonus he was
eligible to receive for the year of his death. If Dr. Irani is married at the
time of his death, his wife will be entitled, for the remainder of her life, to
continuation of medical benefits. If Dr. Irani is terminated by Occidental for
any reason, or if Dr. Irani terminates employment because Occidental materially
breaches the agreement, Dr. Irani is entitled to receive three times his highest
annual salary and bonus for any calendar year commencing with January 1, 2000
(subject to certain offsets of disability benefits in the case of termination
due to disability), without obligation to mitigate, payable in an undiscounted
lump sum not later than two and one half months from the end of the calendar
year in which the termination occurs. In such event of termination, Dr. Irani is
also entitled to receive his medical, dental, welfare and life insurance
benefits; his existing perquisites and the full and immediate vesting of his
restricted stock, stock options and any other long-term incentive benefits;
provided that the options or stock appreciation rights shall be exercisable as
if he had retired on such date. If after termination of his employment Dr. Irani
is not eligible to participate in Occidental's benefit plans as contemplated by
his employment agreement, then Occidental will provide Dr. Irani with
substantially equivalent benefits and will reimburse him for any additional tax
liabilities incurred by him as a result of his receipt of such benefits. If
Occidental materially breaches the agreement and does not cure the breach after
notice thereof, Dr. Irani may terminate his employment and treat such occurrence
as if it were a termination by Occidental; provided that it shall not be a
material breach if, following the merger or sale of Occidental or substantially
all of its assets, Dr. Irani continues to have substantially the same executive
duties and reports to the acquirer's board of directors. The agreement also
holds Dr. Irani harmless from the effects of any excise or other taxes payable
under or as a result of Sections 280G and 4999 of the Internal Revenue Code of
1986 or comparable state law by reason of a change of control, including taxes
payable on any amounts paid pursuant to this hold harmless provision. During and
after the term of the agreement, Dr. Irani is entitled to the payment of all
legal fees other than those of a purely personal nature. In addition, the
agreement provides for additional indemnification for Dr. Irani to the fullest
extent permitted by applicable law and for Occidental to maintain Directors' and
Officers' liability insurance with policy limits aggregating not less than $100
million, insuring Dr. Irani against occurrences which occur during the term of
the agreement.

DR. LAURANCE - On July 19, 2004, Dr. Laurance entered into an amendment to his
November 17, 2000 employment agreement with Occidental to provide for his phased
retirement and a Consulting Agreement, effective as of January 1, 2005 (the
"Consulting Agreement"), to provide for his continued availability to Occidental
as a consultant following retirement. Under the terms of his amended employment
agreement (the "Amended Agreement"), Dr. Laurance continued to serve as
President of Occidental through December 31, 2004. For the period prior to his
retirement, the Amended Agreement provided for an annual salary at a minimum
rate of $990,000, as well as a discretionary annual cash bonus and participation
in Occidental's qualified and nonqualified retirement plans, its incentive stock
plan, deferred compensation plan and any future performance plans adopted by
Occidental as well as any group life insurance, medical care (including coverage
for his wife and children), disability and other plans or benefits which
Occidental provided for him.

Following his retirement, pursuant to the Amended Agreement, Dr. Laurance will
continue to receive life insurance equal to twice his highest career annual
salary, medical benefits no less favorable than those provided to Dr. Laurance
prior to such retirement or termination, and the personal tax, accounting and
financial planning services he previously received. (See footnote (7) to the
Summary Compensation Table on page 11.) Upon his retirement, his restricted
stock, stock options and any other long-term incentive benefits became fully and
immediately vested; provided that the amounts, if any, to be paid in respect of
any performance stock awards will be determined by the Executive Compensation
and Human Resources Committee at the end of the relevant performance period for
each such award. If after his retirement, Dr. Laurance is not eligible to
participate in Occidental's benefit plans as contemplated by the Amended
Agreement, then Occidental will provide Dr. Laurance with substantially
equivalent benefits and will reimburse him for any additional tax liabilities
incurred by him as a result of his receipt of such benefits. The Amended
Agreement also holds Dr. Laurance harmless from the effects of any excise or
other taxes payable under or as a result of Sections 280G and 4999 of the
Internal Revenue Code of 1986 or comparable state law by reason of a change of
control, including taxes payable on any amounts paid pursuant to this hold
harmless provision. Following his retirement, Dr. Laurance is entitled to the
payment of all legal fees other than those of a purely personal nature. In
addition, the Amended Agreement provides for additional indemnification for Dr.
Laurance to the fullest extent permitted by applicable law and for Occidental to
maintain Directors' and Officers' liability insurance with policy limits
aggregating not less than $100 million, insuring Dr. Laurance against
occurrences which occurred prior to his retirement.

Pursuant to the Consulting Agreement, Dr. Laurance will serve as a consultant to
Occidental through December 31, 2009, at a monthly retainer of $41,667. During
the term of the Consulting Agreement, Occidental will reimburse Dr. Laurance for
his expenses incurred in providing his services, including providing him with
one full-time secretary and information and telecommunications services
equivalent to that he used during his employment at Occidental. The expenses for
secretarial, information and telecommunications services are expected to total
approximately $192,000 per year. Dr. Laurance will also receive life insurance
coverage in the amount of $1,030,000 during the term of the Consulting Agreement
in addition to the coverage provided under the Amended Agreement and will be
entitled to use of the Occidental corporate aircraft on a "when available"
basis, subject to his obligation to reimburse Occidental for such use when it is
used for personal matters on the same terms and conditions applicable to vice
presidents of Occidental. The Consulting Agreement may be terminated by
Occidental for cause or by Dr. Laurance upon 30 days notice.

MR. CHAZEN - On January 13, 2005, Occidental Petroleum Corporation entered into
a new employment agreement with Mr. Chazen, replacing his prior agreement which
would have terminated in October 2005. The new agreement is for a term expiring
in January 2010, and provides for an annual salary of not less than $720,000. In
addition, the agreement provides that Mr. Chazen will be eligible to participate
in all benefit programs as are generally applicable to all salaried employees
and senior executives during the term of the agreement. Mr. Chazen may terminate
the agreement at any time upon 60 days notice. Occidental may discharge Mr.
Chazen and terminate the agreement for material cause without severance or other
pay upon 30 days' written notice. If Mr. Chazen's employment is terminated as a
result of incapacity and he is a participant in and qualifies for benefits under
Occidental's Long-Term Disability Plan, Occidental will pay Mr. Chazen the
difference between 60 percent of his annual salary and the maximum annual
disability benefit, for so long as he remains eligible to receive disability
benefits. In the event he is terminated without cause, Mr. Chazen will receive
an amount equal to twice the sum of his highest base salary and annual cash
bonus target, which amount is payable over a two-year compensation period.
During the compensation period, Mr. Chazen will continue to be eligible to
participate in all employee benefit plans available to salaried employees and
senior executives and to exercise stock options and stock appreciation rights
previously granted him that are or become exercisable. Following the
compensation period, Mr. Chazen will continue as a consultant to Occidental
until January 2010, at an annual salary of $50,000. During the compensation
period and any consultancy period, any stock-based awards granted prior to Mr.
Chazen's termination will continue to vest in the same manner and in the same
amounts as if he continued as a full-time employee.

MR. DE BRIER - Mr. de Brier has an employment agreement with Occidental for a
term expiring in May 2008, providing for an annual salary of not less than
$551,000. If Mr. de Brier's employment is terminated as a result of incapacity
and he is a participant in and qualifies for benefits under Occidental's
Long-Term Disability Plan, Occidental will pay Mr. de Brier the difference
between 60 percent of his annual salary and the maximum annual disability
benefit, for so long as he remains eligible to receive disability benefits. In
the event he is terminated without cause, Mr. de Brier will receive an amount
equal to twice the sum of his highest base salary and annual cash bonus target,
which amount is payable in equal monthly installments over a two-year
compensation period. During the compensation period, Mr. de Brier will continue
to be eligible to participate in all employee benefit plans available to
salaried employees and senior executives and to exercise options previously
granted him that are or become exercisable. During the compensation period, any
stock awards granted prior to Mr. de Brier's termination will continue to vest
in the same manner and in the same amounts as if he continued as a full-time
employee.

BENEFIT PLANS

The following is a summary of the benefit plans made available to executives and
other eligible employees of Occidental.

DEFERRED COMPENSATION PLAN - The Occidental Petroleum Corporation Deferred
Compensation Plan permits executives and other eligible employees to defer up to
75 percent of their base salaries and up to 100 percent of their annual
incentives each year. Deferral elections are irrevocable and must be made prior
to the period during which the deferred compensation will be earned. Deferred
amounts earn interest equal to Moody's Long-Term Corporate Bond Index Monthly
Average Corporates plus 3 percent. Payment of deferred amounts generally
commences at retirement. In October 2004, Occidental adopted a new 2005 Deferred
Compensation Plan to comply with the requirements of the 2004 American Jobs
Creation Act (the "Jobs Creation Act"). This new plan is substantially the same
as the previous plan except for the deletion of certain provisions that are not
in compliance with the Jobs Creation Act. All future compensation deferrals will
be covered by the new plan.

DEFERRED STOCK PROGRAM - The Occidental Petroleum Deferred Stock Program permits
executives to defer the receipt of qualifying stock awards. Deferral elections
are irrevocable and must be made 12 months prior to the completion of the
performance period that relates to performance-based awards. The program also
covers stock awards which provide for mandatory deferral upon vesting. Deferred
share units earn dividend equivalents that may be paid currently in cash or
reinvested as additional deferred share units. Payment of deferred share units
generally commences at retirement. In October 2004, Occidental adopted a new
2005 Deferred Stock Program to comply with the requirements of the Jobs Creation
Act. This new program is substantially the same as the previous program except
for the deletion of certain provisions that are not in compliance with the Jobs
Creation Act. All future stock deferrals will be covered by the new plan.

SUPPLEMENTAL RETIREMENT PLAN - The Occidental Petroleum Corporation Supplemental
Retirement Plan provides additional retirement benefits outside of the
limitations imposed by law on qualified retirement and savings plans. All
employees whose participation in Occidental's qualified retirement and savings
plans are limited by applicable tax laws are eligible to participate in the
Supplemental Retirement Plan. Annual plan contributions for each participant
equal the benefit amounts that would have accrued under the qualified plans, but
for the tax law limitations. Benefits are vested after five years of service.
Due to enactment of the Jobs Creation Act, new contributions to the plan have
been terminated as of December 31, 2004. Occidental anticipates that it will
adopt a new supplemental retirement plan in 2005 that will comply with the
requirements of the Jobs Creation Act. Any future supplemental retirement plan
contributions will be covered by the new plan.

FINANCIAL COUNSELING - Occidental pays for financial counseling services for
selected executive officers. Most executives are given an annual allotment which
they may use for tax return preparation, investment planning, and similar
services. Occidental executives are required to have their personal tax returns
prepared by a tax professional qualified to practice before the Internal Revenue
Service to ensure compliance with applicable tax laws. Any financial counseling
fees that are paid by Occidental are reflected as income for the executive and
are subject to appropriate withholding taxes.

GROUP EXCESS LIABILITY INSURANCE - Selected executives are given the opportunity
to participate in group excess liability insurance coverage. Coverage amounts
vary from $5 million for most participants to $10 million for senior executive
officers. Occidental pays the annual premium for the group coverage and a
pro-rata portion of the premium amount is then added to each executive's income
and is subject to appropriate withholding taxes.

CHANGE OF CONTROL ARRANGEMENTS

The 2001 Incentive Compensation Plan has provisions that, in the event of a
change in control of Occidental, require the outstanding awards, including stock
options, granted under such plan to become fully vested and exercisable unless
the Plan Administrator determines prior to the occurrence of the event that
benefits will not accelerate. The 2001 Incentive Compensation Plan was approved
by Occidental's stockholders.

REPORT OF THE EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE

THE COMMITTEE AND ITS RESPONSIBILITIES - The Executive Compensation and Human
Resources Committee (the "Committee") administers Occidental's executive
compensation program. In this regard, the Committee (1) sets annual and
long-term goals for the Chairman, President and Chief Executive Officer and
evaluates, in consultation with the Lead Independent Director, the CEO's
performance against those goals to determine the CEO's compensation, (2) reviews
and approves annual compensation and executive benefits for all other executive
officers, (3) administers Occidental's equity-based incentive plans (including
the review and approval of equity-based awards to executive officers), (4)
reviews on a periodic basis the operation of executive compensation
arrangements, including management perquisites, to determine if they are
properly coordinated and reasonably relate to executive performance, and (5)
annually reviews director compensation. The Committee's charter reflects these
various responsibilities.

The Committee's membership is determined by the Board and is composed of five
independent directors who are not eligible to participate in Occidental's
employee plans or programs. The Committee meets at least four times during the
year, and may also consider and take action by written consent. The Committee
meets in executive session, without the presence of management, when it
discusses and determines compensation for the CEO. The Committee Chair reports
on Committee actions and recommendations at Board meetings. Occidental's Human
Resource staff supports the Committee in its work. In addition, the Committee
has access to the services of outside advisors and experts.

In 2004, Committee members completed an assessment regarding the adequacy of the
Committee charter, the composition of the Committee, the attendance and
contributions of Committee members, the content and presentation of Committee
materials, and the Committee's access to relevant information. The assessment
confirmed the Committee members' belief that the Committee charter is
appropriate and that Committee operations effectively implement the duties set
forth in the charter.

EXECUTIVE COMPENSATION PHILOSOPHY - The Committee's guiding philosophy is to
establish an executive compensation program that will attract, motivate, reward
and retain top quality executive leadership that will achieve superior corporate
performance and stockholder value. The Committee bases its compensation
decisions on the following core principles:

o Pay is Performance-Based - Occidental's general compensation philosophy
is that total compensation should vary with Occidental's performance in
achieving financial and non-financial objectives. Executive base salaries
at Occidental are targeted at or above the median of salaries at comparable
companies in the oil industry. Salaries are coupled with incentive programs
that enable total compensation to rise above industry norms in years when
Occidental's performance exceeds that of its oil industry peer group.
Significant portions of executive compensation are at risk and are
dependent upon performance.

o Stock Ownership is Emphasized - The Committee believes that executive
stock ownership effectively aligns the interests of executives with those
of stockholders and provides a strong motivation to build stockholder
value. Occidental has established specific stock ownership objectives for
key management employees and has designed its long-term incentive awards to
support executive stock ownership. The Committee also believes that a
significant portion of each executive's total compensation should be
dependent on the appreciation of Occidental's common stock.

o Compensation Opportunities Must Be Competitive To Attract And Retain
Talented Employees - The Committee evaluates Occidental's performance and
actual executive compensation, and compares them with comparable data from
oil industry companies as well as a broader group of leading industrial
companies to determine appropriate executive compensation arrangements.

EXECUTIVE COMPENSATION PROGRAM - In administering Occidental's executive
compensation program, the Committee looks at total compensation levels for
Occidental's executives and compares that to total compensation in the
competitive market for comparable positions. The total compensation package for
each executive is broken down into the three basic components of (1) base
salary, (2) annual incentive, and (3) long-term incentives, as discussed in more
detail below. Executive compensation is tied directly to Occidental's
performance and provides a balance between the long-term and short-term
performance of the company. Based on 2004 proxy data which shows compensation
for 2003, the actual total compensation for Occidental's five highest paid
executive officers fell in the top quartile of total compensation paid to
executives in peer companies in the oil industry (Apache Corporation, Devon
Energy Corporation, ExxonMobil Corporation, Kerr-McGee Corporation, Marathon Oil
Corporation and the peer group companies listed on page 20). In 2004, the
Committee also reviewed survey data for a select group of large industrial
companies and confirmed the compensation levels as being appropriate in light of
Occidental's outstanding performance and relative market capitalization compared
to its peer companies and the industrial group over a three-year period ending
in 2003. For other executive officers, the 2004 actual total compensation
generally fell between the median and the upper quartile of total compensation
paid to executives

in comparable positions. The Committee determined these compensation levels to
be appropriate considering individual contributions and Occidental's
performance.

o Base Salary - The Committee sets base salaries after considering an
executive's responsibilities, level of experience, overall business
performance, individual achievements and contributions, and compensation
for similar positions at peer group companies and/or as displayed in
relevant survey data for large industrial companies. Base salaries for
officers are generally targeted to approximate the median of the
comparative data.

Executives are eligible for an annual merit increase to base salary based
primarily on performance of job responsibilities. A merit increase is
generally delivered as a cash increase to base salary, but other
compensation vehicles may be employed in lieu of a cash increase. For the
past four years, Occidental's five highest paid officers have received
restricted share units in lieu of cash base salary adjustments (with the
exception of officers who had promotions or scheduled retirements). In
general, executive officers with the highest level and amount of
responsibility have the lowest percentage of their total compensation fixed
as base salary and the highest percentage of their total compensation
variable and dependent upon Occidental's performance.

o Annual Incentive - Occidental provides executives with an annual
opportunity to earn cash incentive awards under the Executive Incentive
Compensation Plan (EICP). 60 percent of the award is based on Occidental's
performance as measured against predetermined financial targets and 40
percent is based on a subjective assessment of an executive's achievement
of predetermined individual performance objectives, as well as the
executive's response to unanticipated challenges during the plan year. For
Occidental's five highest paid executives and other corporate executives,
the financial performance measure is earnings per share. For a division
executive, the financial measures include performance measures such as
division earnings and cash flow.

In the first quarter of each year, the Committee establishes for executive
officers an incentive target expressed as a percentage of base salary. The
Committee reviews executive compensation information derived from relevant
survey data for the oil industry and large industrial companies in
determining appropriate incentive target percentages, which range from the
median to the upper quartile of the comparative data. Actual incentive
payments may vary from 0 percent to 200 percent of the incentive target,
based on company and executive performance, thus directly aligning
executive pay with Occidental's financial performance. For the 2004
performance period, the Committee established individual incentive targets
ranging from 45 percent to 130 percent of base salary. The Committee also
set the earnings per share targets at $2.50, $3.00, and $3.50 for a 0
percent, 100 percent, and 200 percent payout, respectively, of the
financial portion of the incentive opportunity. The 2004 financial results
yielded an earnings per share of $6.49, resulting in a 200 percent payout
of the financial portion of the incentive opportunity for the five highest
paid executives and other corporate officers. Final incentive payments,
including the subjective portion of the incentive opportunity, ranged from
165 percent to 200 percent of the target award amounts.

o Long-Term Incentives - Occidental grants executives long-term incentive
awards, which include stock options, stock appreciation rights, performance
stock, and restricted share units, from its 2001 Incentive Compensation
Plan. These awards are granted to encourage executives to view Occidental
from the stockholders' perspective, to create an ongoing incentive for
executives to increase stockholder value, and to retain executives who
possess the skills that are crucial to Occidental's success. The awards
represent a significant portion of the total compensation value provided to
executive officers. The long-term incentive awards granted to Occidental's
executives, including the CEO, are compared to long-term incentive awards
made by other oil companies and large industrial companies to their CEO's
and other senior executives and reflect Occidental's performance relative
to such companies.

o Stock Options or Stock Appreciation Rights are generally granted
annually to executives and other managers and key contributors based upon
their level of responsibility, ability to impact results, and individual
performance. Executive officers receive both stock options and stock
appreciation rights. Options and stock appreciation rights are granted with
an exercise price equal to the market price of Occidental's common stock on
the date of grant, generally vest over a period of three years, and expire
after ten years. These options and stock appreciation rights only have
value to the recipients if the price of Occidental's stock appreciates
after the options or stock appreciation rights are granted.

In 2004, Occidental granted 758,000 stock appreciation rights and 758,000
stock options to executive officers.

o Performance Stock Awards are granted annually to a select group of
executives, including executive officers. The awards usually cover a
four-year performance period. Executives are granted target share unit
awards that equal a specified percentage of the executive's base salary.
For corporate executives, the payment of the target share unit awards is
dependent upon Occidental's total stockholder return over the performance
period compared to the total stockholder return for a group of comparison
companies. For division executives, the payment of the target share unit
awards is dependent upon Occidental's comparative total stockholder return
and upon the division's return on assets compared to the return on assets
goal established for the division at the beginning of the performance
period. Payment amounts, which are paid in actual shares of Occidental
common stock, may vary from 0 percent to 200 percent of the targeted share
unit award amounts, depending upon Occidental's performance.

In 2004, executive officers received performance stock awards for the
performance period 2004 through 2007. Targeted share unit awards ranged
from 45 percent to 150 percent of base salary. Comparison companies
included Amerada Hess, Anadarko, Burlington Resources, ChevronTexaco,
ConocoPhillips, Kerr-McGee, and Unocal. A total of 114,103 share units were
granted as target awards.

In 2005, the Compensation Committee certified the payment of the
performance stock award granted for the performance period commencing
January 1, 2001. The performance period closed on December 31, 2004, and
the Committee determined that Occidental's total stockholder return for the
period ranked second compared to the total stockholder return for each
company in the award comparison group. Award payments ranged from 83.5
percent to 183.5 percent of target awards. A total of 310,660 shares of
Occidental's common stock was certified as payable to executive officers.

o Restricted Share Units are awarded to executive officers. The awards
support Occidental's compensation strategy of placing more pay at risk for
senior executives and emphasizing the linkage of pay and performance. As
previously noted, over the past four years, Occidental's five highest paid
executives (with the exception of retiring executives and executives who
have been promoted) have received restricted share unit awards in lieu of
base salary increases. For the five highest paid executives, the awards
vest over three-to-five year restriction periods and, upon vesting, are
mandatorily deferred into the Occidental Deferred Stock Program until
retirement. For the other executive officers, the awards vest over a
three-year restriction period and, upon vesting, some of the awards may be
mandatorily deferred until after retirement.

In 2004, Occidental granted 663,000 restricted share units to executive
officers.

The Committee has recommended to the Board of Directors that a new 2005
Long-Term Incentive Plan be submitted for stockholder approval. This plan,
included in Exhibit B and described on page 23 of this Proxy Statement,
will provide a basis for future stock awards, which are designed to
attract, retain and motivate Occidental's executives and employees. If the
new plan is approved by stockholders, no future awards will be granted from
the current plan, however, stock options and other stock awards granted
prior to the adoption of the new plan will continue to be governed by the
current plan.

EXECUTIVE COMPENSATION PROGRAM PRACTICES

o Deductibility Of Executive Compensation - Section 162(m) of the U.S.
Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on
the amount of compensation that Occidental may deduct in any one year with
respect to each of its five most highly paid executive officers. Certain
performance-based compensation elements approved by stockholders, such as
stock options, stock appreciation rights, and performance stock awards, are
not subject to the deduction limit. Although tax consequences are
considered in its compensation decisions, the Committee has not adopted a
policy that all compensation must be deductible, rather the Committee gives
priority to other objectives when it deems appropriate.

o Employment Agreements - Occidental offers employment agreements to key
executives only when it is in the best interest of Occidental and its
stockholders to attract and retain such key executives and to ensure the
continuity and stability of management. In accordance with a policy adopted
by the Board of Directors in September 1992, no employment agreements with
new executives will contain provisions, commonly referred to as "golden
parachutes," that provide for additional severance benefits in the event of
a change of control. For a summary of the employment agreements for four of
the five named executive officers, see "Employment Agreements" at page 13.

o Stock Ownership Guidelines - Because the Committee believes in linking
the interests of management and stockholders, the Committee approved stock
ownership guidelines for Occidental's senior management in 1996. The
Committee reviewed and updated the guidelines in February 2005. Executive
officers are expected to comply with the guidelines within four years of
the later of the effective date of the guidelines or the date of their
appointment as an executive officer. Stock ownership is defined as stock
owned by the officer directly or through Occidental's Savings Plan, awarded
under certain long-term incentive arrangements, such as restricted share
unit or performance stock awards, or deferred under one of Occidental's
deferred stock programs. Under the current guidelines, the ownership
targets are ten times salary for the Chairman, President and Chief
Executive Officer, five times salary for the other named executive
officers, three times salary for Executive Vice Presidents and two times
salary for Vice Presidents. The Committee determined that, as of December
31, 2004, all executive officers were in compliance with the guidelines.

EXECUTIVE BENEFITS - In addition to the executive compensation program outlined
above, Occidental also provides executive officers with a number of executive
benefits. The primary executive benefits include deferred compensation and
deferred stock plans and the Supplemental Retirement Plan (see page 15 for a
summary of the principal terms of such plans). In addition, on a selective basis
and depending upon circumstances, some executives also have availability to
annual medical examinations, tax preparation and financial counseling, club
memberships, group excess liability coverage, lunch service and the use of
corporate aircraft (subject to reimbursement to the Company for any personal
use) (see the Summary Compensation Table at page 10).

COMPANY PERFORMANCE AND COMPENSATION FOR THE CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER - Under Dr. Irani's leadership, Occidental has executed an
aggressive restructuring to create large, efficient oil and gas assets in core
geographies, improve the cash contribution of the chemical business, and
significantly strengthen the balance sheet. Over the five-year period from
December 31, 1999 to December 31, 2004, Occidental's total debt has decreased
almost 28 percent while oil and gas production has increased 33 percent. During
this same period, the value of Occidental's Common Stock has appreciated by
$13.5 billion, and Occidental has paid dividends to stockholders equal to $1.9
billion, for a total increase in stockholder value of $15.4 billion. As a direct
result of these actions, Occidental's total return to stockholders exceeded that
of its peer group for this time period. See Performance Graph on page 20.

The Committee looks at several factors in determining Dr. Irani's compensation,
including Dr. Irani's leadership and vision in developing successful business
strategies for Occidental in a competitive marketplace. Each year, the Committee
approves primary performance goals for Dr. Irani. For 2004, the goals included
(1) the enhancement of the value of Occidental's portfolio of assets, (2)
improvement in the quality and consistency of earnings, (3) strengthening the
balance sheet, and (4) improving the quality of Occidental's management.
Compensation decisions are arrived at by the Committee during executive
sessions, in consultation with the Lead Independent Director, without the
presence of the Chairman, President and Chief Executive Officer, and
subsequently discussed with the Board of Directors.

The 2004 compensation for Dr. Irani consisted of base salary, an annual cash
incentive, and long-term incentives. The Committee considered each of these
components individually and in aggregate, compared to relevant proxy and survey
data, to determine appropriate compensation adjustments and incentives. With
respect to base salary, the Committee granted Dr. Irani a restricted share unit
award in December 2004 in the amount of 80,000 share units in lieu of a 2005
merit increase to his base salary. The award is mandatorily deferred until after
retirement under the 2005 Deferred Stock Program.

The Committee acknowledged Dr. Irani's significant accomplishments with respect
to his 2004 performance goals and his contributions to Occidental's success in
2004 by awarding him a cash incentive award of $3,380,000 for 2004. Dr. Irani
elected to defer this bonus under the 2005 Deferred Compensation Plan.

During 2004, the Committee granted Dr. Irani several long-term incentive awards.
Effective January 2004, the Committee granted to Dr. Irani a target performance
stock award in the amount of 46,165 share units. The actual payment of this
award, which may vary from 0 percent to 200 percent of target, will be based on
the Company's total stockholder return compared to a group of peer companies
during a four-year performance period. In July 2004, Dr. Irani received a stock
option grant in the amount of 350,000 shares, a stock appreciation grant in the
amount of 350,000 shares, and a restricted share unit grant in the amount of
250,000 share units. The payment of the restricted share unit grant is
mandatorily deferred until after retirement under the 2005 Deferred Stock
Program.

Dr. Irani also earned a payout from his 2001 performance stock award, in the
amount of 125,377 shares of Occidental common stock, based on Occidental's total
stockholder return, for the period 2001 through 2004, compared to the total
stockholder return for the peer companies designated in 2001. Since Occidental
ranked second compared to the designated peer companies, Dr. Irani's target
award was paid out at 167 percent of his target award, per the terms of the
award. Dr. Irani elected to defer the receipt of this award until after
retirement under the 2005 Deferred Stock Program.

CONCLUSION - The Committee is satisfied that the compensation provided to
executives at Occidental is structured to foster a performance-oriented culture
and to create a strong alignment with the long-term best interests of Occidental
and its stockholders and that compensation levels are reasonable in light of
performance and industry practices.

Respectfully submitted,

EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE

John S. Chalsty (Chair)
Irvin W. Maloney (Vice Chair)
Ronald W. Burkle
R. Chad Dreier
Rosemary Tomich

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the cumulative
total return of the common stock with the cumulative total return of the
Standard & Poor's 500 Stock Index and with that of the peer group over the
five-year period ending on December 31, 2004. The graph assumes that $100 was
invested in Occidental common stock, in the stock of the companies in the
Standard & Poor's 500 Index and in an equal-weighted portfolio of the peer group
companies at the beginning of the period (December 31, 1999) and that all
dividends received within a quarter were reinvested in that quarter. The peer
group companies are Amerada Hess Corporation, Anadarko Petroleum Corporation,
Burlington Resources, Inc., ChevronTexaco Corporation, ConocoPhillips,
Kerr-McGee Corporation, Occidental and Unocal Corporation.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND SELECTED PEER GROUP

[table omitted]

[the following is a tabular representation of graphical materials]

12/31/1999 12/31/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004
---------- ---------- ---------- ---------- ---------- ----------

[SYMBOL] [LINE] Occidental $ 100 $ 117 $ 133 $ 148 $ 227 $ 320

[SYMBOL] [LINE] Peer Group 100 133 122 111 140 194

[SYMBOL] [LINE] S&P 500 100 91 80 62 80 89

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------

AUDIT AND OTHER FEES

AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY AND PROCEDURES - The Audit
Committee must give prior approval to any management request for any amount or
type of service (audit, audit-related and tax services or, to the extent
permitted by law, non-audit services) Occidental's independent auditor provides
to Occidental. Additionally, the Audit Committee has delegated to the Committee
Chair and Vice Chair full authority to approve any such request provided the
Audit Committee Chair presents any approval so given to the Audit Committee at
its next scheduled meeting. All audit, audit-related and tax services rendered
by KPMG in 2004 were approved by the Audit Committee or the Audit Committee
Chair before KPMG was engaged for such services. No services of any kind were
approved pursuant to a waiver permitted pursuant to 17 CFR 210.2-01(c)(7)(i)(C).

AUDIT FEES - The aggregate audit fees incurred for professional services
rendered by KPMG LLP for the years ended December 31, 2004 and December 31,
2003, were $9,088,000 and $5,629,000, respectively. This amount includes fees
necessary to perform an audit or quarterly review in accordance with Generally
Accepted Auditing Standards and services that generally only the independent
auditor can reasonably provide, such as comfort letters, statutory audits,
attest services, consents and assistance with, and review of, documents filed
with the Securities and Exchange Commission. The 2004 amount includes
approximately $3,100,000 of fees related to KPMG's attestation of Occidental's
internal controls over financial reporting as of December 31, 2004.

AUDIT RELATED FEES - Fees of $642,0000 and $1,026,000 were incurred for
professional services rendered by KPMG LLP for the years ended December 31, 2004
and December 31, 2003, respectively, for assurance and related services that are
traditionally performed by the independent auditor. More specifically, these
services include, among others: employee benefit plan audits, accounting
assistance in connection with proposed or consummated transactions and
consultation concerning financial accounting and reporting standards.

TAX FEES - Fees of $50,000 and $47,000 were incurred for tax services rendered
by KPMG LLP for the years ended December 31, 2004 and December 31, 2003. More
specifically, these services include, among others, tax consultation related to
proposed or consummated transactions and general tax consultation.

ALL OTHER FEES - For the years ended December 31, 2004 and December 31, 2003, no
fees were incurred for services rendered by KPMG LLP, other than the services
described under "Audit Fees," "Audit Related Fees" and "Tax Fees".

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed Occidental's audited financial
statements for the fiscal year ended December 31, 2004, including management's
annual assessment of and report on Occidental's internal control over financial
reporting, with management and KPMG LLP. In addition, the Audit Committee has
discussed with KPMG LLP, Occidental's independent auditors, the matters required
to be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended and as currently in effect. The Audit Committee
received from KPMG LLP written disclosures and the letter regarding its
independence as required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended and as currently in
effect. The Audit Committee has also considered whether the provision of
non-audit services provided by KPMG LLP to Occidental is compatible with
maintaining their independence and has discussed with KPMG LLP the firm's
independence.

Based upon the reports and discussions described in this report, the Audit
Committee recommended to the Board that the audited financial statements be
included in Occidental's Annual Report on Form 10-K for the year ended December
31, 2004, to be filed with the Securities and Exchange Commission.

Respectfully submitted,

THE AUDIT COMMITTEE

Aziz D. Syriani (Chair)
Rosemary Tomich (Vice Chair)
R. Chad Dreier
John E. Feick
Irvin W. Maloney

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors of Occidental has selected KPMG
LLP as independent auditors to audit the consolidated financial statements of
Occidental and its subsidiaries for the year ending December 31, 2005. KPMG LLP
has audited Occidental's financial statements since 2002. A member of that firm
will be present at the annual meeting, will have an opportunity to make a
statement, if so desired, and will be available to respond to appropriate
questions.

A majority of the shares of common stock represented at the meeting and entitled
to vote must vote FOR this proposal to ratify the selection of auditors. If the
stockholders do not ratify the selection of KPMG LLP, the Audit Committee will
appoint the independent auditors for 2005, which may be KPMG LLP. If KPMG should
decline to act or otherwise become incapable of acting or if its employment is
discontinued, the Audit Committee will appoint the independent auditors for
2005.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2005. YOUR PROXY WILL BE SO
VOTED UNLESS YOU SPECIFY OTHERWISE.

PROPOSAL 3: ADOPTION OF 2005 LONG-TERM INCENTIVE PLAN
--------------------------------------------------------------------------------

APPROVAL OF ADOPTION OF 2005 LONG-TERM INCENTIVE PLAN

The Board of Directors of the Company believes that Occidental's long-standing
policy of encouraging stock ownership by its employees and non-employee
directors through stock-based awards has been a significant factor in the
success of the Company. The Board believes that the Occidental Petroleum
Corporation's 2005 Long-Term Incentive Plan (the "2005 Plan") will be an
important part of that policy by providing incentives to employees and
non-employee directors based on the attainment of corporate objectives or
increases in stockholder value. On February 10, 2005, the Board adopted the 2005
Plan, subject to the receipt of stockholder approval at the Annual Meeting.

The purposes of the 2005 Plan are to enable the Company to attract and retain
top quality employees and non-employee directors and to provide them with an
incentive to enhance stockholder return. Under the Company's 2001 Incentive
Compensation Plan (the "2001 Plan"), Occidental has been authorized to issue
27,000,000 shares of Common Stock in the form of stock options, stock units,
restricted stock, stock bonuses, stock appreciation rights, performance-based
awards and dividend equivalents, as well as other awards. As a result of prior
grants under the 2001 Plan, the number of shares currently available for such
grants has been reduced to approximately 1,900,000, after allowance for shares
issuable as dividend equivalent on deferred awards and approximately 3,500,000
shares being held with respect to an equivalent number of outstanding
cash-settled stock appreciation rights pending the resolution of the treatment
of such stock appreciation rights under the 2004 American Jobs Creation Act (the
"Jobs Creation Act"). The Board of Directors has determined that this number is
insufficient to provide the Company with an adequate incentive device, and
therefore has adopted and proposes that the stockholders approve the 2005 Plan.
If the 2005 Plan is approved, no additional awards will be granted under the
2001 Plan. However, 9,862,657 shares will remain reserved for issuance of shares
in connection with outstanding awards (including the possibility of stock
settlement of the cash-settled stock appreciation rights referred to above) and
satisfaction of dividend equivalents on deferred awards.

Under the 1996 Restricted Stock Plan for Non-Employee Directors (the "1996
Plan"), Occidental has been authorized to issue 250,000 shares of Common Stock
in the form of restricted stock. The 1996 Plan terminates pursuant to its terms
on April 26, 2006. As a result, the grants to directors following the 2005
Annual Meeting will be the last award that may be made under the 1996 Plan. The
Board of Directors believes that it is in the best interest of the stockholders
to continue to provide equity-based compensation to non-employee directors. If
the 2005 Plan is approved, no additional grants will be made under the 1996 Plan
other than the award payable on the first business day following the 2005 Annual
Meeting, which will aggregate 29,900 shares.

If the stockholders approve the 2005 Plan, it will be effective on May 6, 2005
or, if later, the date on which it is approved and will continue for 10 years
unless terminated sooner. The principal features of the 2005 Plan are summarized
below. The following summary is qualified in its entirety by the full text of
the 2005 Plan, a copy of which is attached as Exhibit B to this Proxy Statement.
Capitalized terms used in the summary are used as defined in the 2005 Plan.

VOTING INFORMATION

A majority of the shares represented at the meeting and entitled to vote at the
meeting, must vote FOR this proposal to approve the 2005 Plan. Your broker may
vote your shares on this matter only if you give voting instructions. Broker
non-votes will be disregarded and have the same effect as votes against the
proposal.

If the proposal is approved, 17,000,000 shares will be registered under the
Securities Act of 1933, as amended, and will be available for issuance under the
2005 Plan. If the 2005 Plan is not approved at the Annual Meeting, awards will
be made under the 2001 Plan only to the extent there are shares available for
issuance and under the 1996 Plan only to the extent awards are permitted to be
made before the 1996 Plan terminates.

THE BOARD OF DIRECTORS HAS APPROVED AND RECOMMENDS THAT YOU VOTE FOR THE
APPROVAL OF THE 2005 PLAN. YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE.

SUMMARY DESCRIPTION OF THE 2005 PLAN

AWARDS - The 2005 Plan authorizes stock options, stock units, restricted stock,
phantom stock, stock bonuses, stock appreciation rights, stock purchase rights,
Performance-Based Awards, dividend equivalents, dividend rights, Common Shares,
as well as other awards (described in Section 5 of the 2005 Plan) responsive to
changing developments in management and director compensation. In addition, the
2005 Plan authorizes cash awards, which may be instead of, in addition to or as
part of another award. The 2005 Plan provides the flexibility to offer
competitive incentives and to tailor benefits to specific needs and
circumstances. Grants may be made on an immediate or a deferred basis, singly,
or in tandem or combination with other grants, or in substitution for other
grants. Generally, an option or stock appreciation right will expire, or other
award will vest, not more than 10 years after the date of grant.

SHARES AVAILABLE - Under the 2005 Plan, the aggregate share limit is seventeen
million (17,000,000) Common Shares, but any Common Shares issued in connection
with awards other than options or stock appreciation rights will be counted
against this limit as three Common Shares for every one Common Share issued in
connection with such award. No individual may be granted options, stock
appreciation rights or other awards in any 36-month period covering more than
four million (4,000,000) Common Shares.

To prevent dilution or expansion of participants' rights, the number and kind of
shares available under the 2005 Plan and then outstanding stock-based awards, as
well as exercise or purchase prices, Performance Goals and share limits are
subject to adjustment or awards may be exchanged for cash payments or other
awards, in the event of certain reorganizations, mergers, combinations,
consolidations, recapitalizations, reclassifications, stock splits, stock
dividends, asset sales or other similar events, or extraordinary dividends or
distributions of property to stockholders.

If an award is forfeited, cancelled, does not vest or is paid in cash, or if
Common Shares are subject to awards that expire or for any reason are
terminated, cancelled, or fail to vest, then any unissued Common Shares
allocated to such award will again be available for subsequent awards under the
2005 Plan. Common Shares subject to options or stock appreciation rights that
are exercised will not be available for subsequent awards and the following
transactions involving Common Shares will not result in additional shares
becoming available for subsequent awards under this 2005 Plan: (a) Common Shares
tendered in payment of an option; (b) Common Shares withheld for taxes; and (c)
Common Shares repurchased by the Company using option proceeds.

The Common Stock is traded on the New York Stock Exchange, and on March 3, 2005,
the per share closing price was $73.01. Occidental intends to register the
shares issuable under the 2005 Plan under the Securities Act of 1933 after it
receives stockholder approval.

ELIGIBILITY - Any officers or employees of the Company or any of its
subsidiaries and any non-employee directors of the Company are eligible to
receive awards under the 2005 Plan. As of December 31, 2004, Occidental had
approximately 7,200 employees (nine of whom were executive officers) and 10
non-employee directors.

ADMINISTRATION - The 2005 Plan will generally be administered by The Executive
Compensation and Human Resources Committee of the Board (the "Administrator").
The Administrator consists of at least two directors of the Company, each of
whom is a "disinterested person" within the meaning of Rule 16b-3 under the
Exchange Act and an "outside director" within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"). The Board, however,
may delegate certain functions to different committees so long as each committee
granting awards under the 2005 Plan consists exclusively of Board members.

The Administrator determines who is eligible to receive awards, the number of
shares that are to be subject to awards and the terms and conditions of such
awards, including, subject to certain restrictions, the price (if any) to be
paid for the shares or the award. Subject to the other provisions of the 2005
Plan, the Administrator has the authority (a) to permit the recipient of any
award to pay the purchase price of Common Shares or the award in cash, the
delivery of previously owned Common Shares, a reduction in the number of Common
Shares or other property otherwise issuable to the participant, a cashless
exercise, or the cancellation of indebtedness or conversion of other securities;
(b) to accelerate the receipt or vesting of benefits pursuant to an award; and
(c) to make certain adjustments to an outstanding award and authorize the
conversion, succession or substitution of an award, in each case, pursuant to
Sections 4.2 of the 2005 Plan.

STOCK OPTIONS - An option is the right to purchase Common Shares at a future
date at a specified price (the "Option Price"). The Option Price per share may
be no less than the Fair Market Value of a share on the date of grant. An option
may either be an incentive stock option or a nonqualified stock option.
Incentive stock options may not be granted to non-employee directors, and are
taxed differently from nonqualified stock options, as described under "Federal
Income Tax Consequences" below. Incentive stock options are also subject to more
restrictive terms and are limited in amount by the Code. Full payment for shares
purchased on the exercise of any option must be made at the time of such
exercise in a manner approved by the Administrator.

STOCK APPRECIATION RIGHTS - A stock appreciation right is the right to receive
payment of an amount equal to the excess of the Fair Market Value of a Common
Share on the date of exercise of the stock appreciation right over the base
price of the stock appreciation right. The base price will be established by the
Administrator at the time of grant of the stock appreciation right, but will not
be less than the Fair Market Value of a share on the date of grant. Stock
appreciation rights may be granted independently or in connection with other
awards.

RESTRICTED STOCK AWARDS - Typically, a restricted stock award is an award for a
fixed number of Common Shares subject to restrictions. The Administrator
specifies the price, if any, the participant must pay for such shares and the
restrictions (which may include, for example, continued service) imposed on such
shares. Restricted stock may not vest over a period of less than three years.

PERFORMANCE-BASED AWARDS - Performance-Based Awards are awards whose grant,
vesting, exercisability or payment depends upon the satisfaction of any one or
more Performance Goals. Performance-Based Awards may be stock-based (payable in
stock only or in cash or stock) or may be cash-only awards. The performance
period may range from one to five years.

Section 162(m) Awards are a type of Performance-Based Award designed to satisfy
the requirements for deductibility under Section 162(m) of the Code. These
awards are earned and payable only if a participant reaches specific
preestablished Performance Goals approved by the Administrator in advance of
applicable deadlines under the Code and while the performance relating to the
Performance Goals remains substantially uncertain. The specific Performance
Goals are preestablished targeted levels of any one or more Performance
Objectives, and Performance Objectives may be one or more of the following
business criteria: A/R day sales outstanding, A/R to sales, debt, debt to debt
plus stockholder equity, debt to EBIT or EBITDA, EBIT, EBITDA, EPS, EVA, expense
reduction, interest coverage, inventory to sales, inventory turns, net income,
operating cash flow, pre-tax margin, return on assets, return on capital
employed, return on equity, sales, stock price appreciation, and total
stockholder return (TSR), each as defined further in Appendix A to the 2005
Plan.

Performance Goals or other features of a Section 162(m) Award may be (a)
adjusted to reflect a change in corporate capitalization, a corporate
transaction (such as a reorganization, combination, separation, merger,
acquisition, or any combination of the foregoing) or a complete or partial
corporate liquidation, or (b) calculated either without regard for or to reflect
any change in accounting policies or practices affecting the Company and/or the
Performance Objectives or Performance Goals, or (c) adjusted for any other
circumstances or event, or (d) any combination of (a) through (c), but only to
the extent in each case that such adjustment or determination in respect of
Section 162(m) Awards would be consistent with the requirements of Section
162(m) to qualify as performance-based compensation.

Upon a change in the business or operations of the Company or other events or
circumstances, the Administrator may modify the terms of a Performance-Based
Award or adjust a Performance Goal; provided however that in the case of Section
162(m) Awards any such modification or adjustment may not violate the
limitations imposed by Section 162(m).

STOCK BONUSES - The Administrator may grant a stock bonus to any eligible person
to reward exceptional or special services, contributions or achievements in the
manner and on such terms and conditions (including any restrictions on such
shares) as determined from time to time by the Administrator. The number of
shares so awarded will be determined by the Administrator and may be granted
independently or in lieu of a cash bonus.

STOCK UNITS - Stock units represent a fictitious share of Company stock and are
generally credited to a recordkeeping account. Typically, the value of a stock
unit is based upon the value of an actual share of Company stock.

DIVIDEND EQUIVALENTS; DIVIDEND RIGHTS - Dividend rights or equivalents are
amounts payable in cash or stock (or additional stock units that may be paid in
stock or cash) equal to the amount of dividends that would have been paid on
shares had the shares been outstanding from the date the stock-based award was
granted.

SETTLEMENTS - The Administrator may permit payment of awards under the 2005 Plan
in the form of cash, Common Stock or any combination thereof.

TRANSFER RESTRICTIONS - Subject to exceptions contained in Section 5.6 of the
2005 Plan or as otherwise permitted by law or in the applicable award agreement,
awards under the 2005 Plan are not transferable by the recipient other than by
will or the laws of descent and distribution and are generally exercisable,
during the recipient's lifetime, only by him or her. Any amounts payable or
shares issuable pursuant to an award will be paid only to the recipient or the
recipient's beneficiary or representative.

CHANGE OF CONTROL - Unless before a Change in Control the Administrator
determines that, upon its occurrence, benefits will not be accelerated, then
generally upon the Change in Control, each option and stock appreciation right
will become immediately exercisable, restricted stock will vest, cash and
Performance-Based Awards and stock units will become payable and any other
rights of a participant under any other award will be accelerated to give the
participant the benefit intended under any such award. A Change in Control Event
under the 2005 Plan generally includes a 20 percent or more change in ownership,
certain changes in a majority of the Board, certain mergers or consolidations,
sale of substantially all of the Company's assets or stockholder approval of a
liquidation of the Company.

AMENDMENTS; PLAN TERMINATION - The Board may amend or terminate the 2005 Plan.
However, no amendment or termination may impair the rights of a participant
under an outstanding award in any material way without such participant's

consent. Stockholder approval is required for any Plan amendment that would (a)
materially increase the benefits accruing to participants; (b) materially
increase the number of securities which may be issued; or (c) materially modify
the requirements as to eligibility for participation. Additionally, the exercise
price of stock options and stock appreciation rights may not be reduced without
stockholder approval.

FEDERAL INCOME TAX CONSEQUENCES - The following is a brief summary of some of
the federal income tax consequences of common transactions under the 2005 Plan
based on federal income tax laws in effect on January 1, 2005. This summary is
not intended to be exhaustive and, among other considerations, does not describe
state, local or international tax consequences. In addition, the following does
not address the recently enacted American Jobs Creation Act of 2004, which added
legislation concerning deferred compensation and may require amendments to the
2005 Plan to comply with this legislation. Further, until future guidance is
issued by the Internal Revenue Service, it is unclear how this legislation will
change the tax consequences described below.

With respect to nonqualified stock options, the Company is generally entitled to
deduct (and the optionee recognizes taxable income in) an amount equal to the
difference between the option exercise price and the fair market value of the
shares at the time of exercise. With respect to incentive stock options, the
Company is generally not entitled to a deduction nor does the participant
recognize income at the time of exercise, however, the difference between the
option exercise price and the fair market value of the shares at the time of
exercise will be an item of tax preference for determination of the alternative
minimum tax. The current federal income tax consequences of other awards
authorized under the 2005 Plan generally follow basic patterns: stock
appreciation rights are taxed and deductible in substantially the same manner as
nonqualified stock options; nontransferable restricted stock subject to a
substantial risk of forfeiture results in income recognition equal to the excess
of the fair market value over the price paid (if any) only at the time the
restrictions lapse (unless the recipient elects to accelerate recognition as of
the date of grant); bonuses, Performance-Based Awards and dividend rights or
equivalents are generally subject to tax at the time of payment; and cash-based
awards are generally subject to tax at the time of payment. In each of the
foregoing cases, the Company will generally have a corresponding deduction at
the time the participant recognizes income.

If an award is accelerated under the 2005 Plan in connection with a change in
control (as this term is used under the Code), the Company may not be permitted
to deduct the portion of the compensation attributable to the acceleration
("parachute payments") if it exceeds threshold limits under the Code (and
certain related excise taxes may be triggered). Furthermore, if the compensation
attributable to awards is not "performance-based" within the meaning of Section
162(m) of the Code, the Company may not be permitted to deduct the aggregate
nonperformance-based compensation in excess of $1,000,000 in some circumstances.

SPECIFIC BENEFITS - The number, amount and type of awards to be received by or
allocated to eligible persons under the 2005 Plan in the future cannot be
determined at this time. The Company expects that future grants to officers and
employees will not be substantially different from those granted under the 2001
Plan, which are described in the Compensation Tables beginning at page 10 and
that future grants to non-employee directors will not be substantially different
from those granted under the 1996 Plan. For information regarding options,
restricted stock awards and performance stock awards granted to executive
officers of the Company under the 2001 Plan, see the material under "Executive
Compensation" beginning at page 10 and for information of restricted stock
awards granted to non-employee directors under the 1996 Plan, see the material
under "Compensation of Directors" on page 7.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Occidental has two equity compensation plans for its employees pursuant to which
options, rights or warrants have or may be granted: the 1995 Incentive Stock
Plan, the 2001 Plan, and one equity plan for non-employee directors: the 1996
Stock Plan. Each of the Plans was approved by Occidental's stockholders.
Occidental has no other equity compensation plans pursuant to which options,
rights or warrants could be granted.

The following is a summary of the shares reserved for issuance as of December
31, 2004 pursuant to outstanding options, rights or warrants granted under
Occidental's equity compensation plans. The summary does not include the
17,000,000 shares which would be available under the proposed 2005 Plan.

(a) Number of Securities to be (b) Weighted-average (c) Number of securities remaining available
issued, upon exercise of exercise price of for future issuance under equity
outstanding options, warrants outstanding options, compensation plans, excluding securities
and rights warrants and rights in column (a)

14,282,072 $28.99 12,222,289 (1)(2)

(1) Includes with respect to:

(a) the 1995 Plan, 651,906 shares at maximum target level
(325,953 target level) reserved for issuance pursuant to
outstanding performance stock awards, all of which are eligible
for certification in February 2005, and 1,641,983 deferred
performance and restricted stock awards; and

(b) the 2001 Plan, 1,575,328 shares at maximum target level
(787,664 at target level) reserved for issuance pursuant to
outstanding, performance stock awards, 2,437,017 shares reserved
for issuance pursuant to restricted stock awards, 156,000 shares
reserved for issuance pursuant to deferred restricted stock
awards and 6,680 shares reserved for issuance to non-employee
directors as dividend equivalents.

Of the 5,753,375 shares that are not reserved for issuance,
5,643,368 shares are available under the 2001 Plan, all of which
may be issued or reserved for issuance for options rights and
warrants as well as performance stock awards, restricted stock
awards, stock bonuses and dividend equivalents, and 110,007
shares are available for issuance to non-employee directors as
restricted stock awards under the 1996 Plan.

(2) If the proposed 2005 Plan is adopted, 1,939,618 shares under the
2001 Plan (after provision of 200,000 shares for dividend equivalents
payable in the future on deferred stock awards and 3,503,750 shares
being held with respect to the possible stock settlement of an
equivalent number of cash-settled stock appreciation rights pending
resolution later in 2005 of the treatment of such stock appreciation
rights under the Jobs Creation Act), and 80,107 shares under the 1996
Plan (after giving effect to the grant to be made to non-employee
directors following the 2005 Annual Meeting) will no longer be
available for issuance.

STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------

GENERAL INFORMATION

Occidental has been advised by two holders of common stock of their intention to
introduce at the annual meeting the proposals described below. The Board of
Directors disclaims any responsibility for the content of the proposals and for
the statements made in support thereof which, except for any reference to the
proposal number, are presented in the form received from the stockholders.

VOTE REQUIRED TO APPROVE

A majority of the shares of common stock represented at the meeting and entitled
to vote must vote FOR to approve a stockholder proposal. Abstentions and broker
nonvotes have the same effect as votes AGAINST a proposal.

VOTING RESULTS

The results of the vote will be published on Occidental's web site within 14
calendar days following the meeting, in Occidental's Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, and in the Report on the Annual
Meeting, all of which may be accessed through www.oxy.com.

LEGAL EFFECT OF APPROVAL

Each of the stockholder proposals set forth below is a request to the Board of
Directors to consider a matter. If the proposal passes, the Board of Directors
may consider, in its business judgment, whether to take the requested action or
not, but it is not legally obligated to do so.

BOARD ACTION WITH RESPECT TO APPROVED PROPOSALS

It has been the practice of Occidental's Board of Directors to consider matters
that are approved by the stockholders and, if appropriate, to refer the matter
to the appropriate Board committee for further study and recommendation to the
full Board. Generally, this initial consideration and referral takes place at
the next regularly scheduled meeting of the Board. Depending on the complexity
of the issue and the desire of the committee to seek advice from independent
advisors, the committee usually reports to the full Board no later than the
final meeting of the calendar year, which is usually held in early December. The
final action taken by the Board with respect to the proposal and, if applicable
a timetable for implementation of the Board action, will be posted on
Occidental's web site.

STOCKHOLDER RIGHT TO ENFORCE A PROPOSAL

As explained above, generally stockholder proposals are requests to the Board to
consider a matter. If a proposal that is approved requests that the Board take,
or refrain from taking, some action and the Board does not do so, then the
stockholder may submit the same proposal for consideration at the next Annual
Meeting, by following the procedures described on page 29. In the alternative, a
stockholder may challenge the Board's business judgment not to implement the
proposal by commencing litigation in the Chancery Court of the State of
Delaware, Occidental's state of incorporation. Delaware law contains certain
procedural requirements that must be followed before a suit may be commenced,
including a requirement that, unless it would otherwise be futile, a demand be
made on Occidental identifying the alleged wrongdoers, the wrongdoing allegedly
perpetrated and the resultant injury to Occidental and the legal action the
stockholder wants the Board to take on Occidental's behalf.

PROPOSAL 4: STOCKHOLDER STATEMENT OPPOSING BOARD-SPONSORED PROPOSALS
--------------------------------------------------------------------------------

Mr. Carl Olson, P.O. Box 6102, Woodland Hills, California 91365, the owner of
110 shares of Common Stock, has notified Occidental that he intends to present
the following proposal at the 2005 Annual Meeting:

PROPOSAL

Be it resolved by the stockowners to request the Board to amend the bylaws
as follows:

1. Every proposal that the board of directors sponsors for a vote by the
stockowners shall be accompanied in the proxy statement by opposing statements
by at least two stockowners.

2. The board shall take measures as it deems necessary to obtain such
opposing statements from competent and informed stockowners.

3. The length allowed for all the stockowner opposing statements together
for each board-sponsored proposal shall be the same number of words used in the
board-sponsored proposal, but in no case less than 500 words.

SUPPORTING STATEMENT

When we stockowners vote on proposals, we should be able to read pro and
con presentations. Unfortunately at Occidental Petroleum, for all the proposals
that the board sponsors there are no opposing statements allowed by the board in
the proxy statement. This policy is a disservice to the stockowners and should
be replaced by a policy of having opposing statements from at least two
stockowners. We should hear what "the rest of the story" might be for each
board-sponsored proposal.

Your vote YES now could result in your being better informed in voting in
the future. And that can result in guiding Oxy toward a better future.

THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS BELIEVES THAT THIS PROPOSAL IS UNNECESSARY AND WOULD BE
IMPRACTICAL TO IMPLEMENT. Any stockholder seeking guidance on proxy voting could
easily find independent analysis on any proposal to be voted on at the Company's
Annual Meeting. Large institutional investors, who employ professional
independent analysts, often make their voting decisions available before a
company's annual meeting. For example, a stockholder can easily visit the web
site of the California Public Employees Retirement System to find out how it
will vote on matters, and why.

The proposal is more than unnecessary, however; it would also be impractical, if
not impossible. In order to implement the proposal, Occidental would have to (a)
determine which stockholders were "competent and informed" in any area in which
the Board wishes to sponsor a proposal; (b) solicit statements of opposition
from such stockholders; and (c) ensure that statements of opposition are the
prescribed length. Moreover, the Board does not know if Occidental could solicit
such statements of opposition in advance of the proxy statement without
violating the Securities and Exchange Commission's proxy rules.

Even if Occidental could determine which stockholders were competent and
informed, and could determine which of those competent and informed stockholders
opposed the proposal, the Company cannot force any of its stockholders to
provide a

statement of the length that would be required. In addition, the proposal does
not contain a provision for the Company to verify that the statements are
truthful, which may result in the inclusion of false statements, which are
against SEC rules.

Finally, the Board sees no way that this solicitation could be done without
incurring significant expenses - both from the mass mailing to stockholders to
the verification of the background of any stockholder who wishes to write a
statement in opposition.

The Board believes that this proposal would saddle the Company with a huge
burden in cost and labor when there is better, professional, independent
analysis available through reputable sources such as large institutional
investors.

ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE
FOREGOING STOCKHOLDER PROPOSAL. YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE ON THE PROXY CARD.

PROPOSAL 5: VOTE REGARDING FUTURE GOLDEN PARACHUTES
--------------------------------------------------------------------------------

Mr. Emil Rossi, P.O. Box 249, Boonville, California 95415, the owner of 415
shares of Common Stock, has notified Occidental that he intends to present the
following proposal at the 2005 Annual Meeting:

PROPOSAL
5 -- Allow Vote regarding Future Golden Parachutes

RESOLVED: Allow Vote regarding Future Golden Parachutes. Shareholders
request that our Board seek shareholder approval for future golden parachutes
for senior executives. This applies to benefits exceeding 2.99% of the sum of
the executive's base salary plus bonus. Future golden parachutes include
agreements renewing, modifying or extending existing severance agreements or
employment agreements with golden parachute or severance provisions.

This includes that golden parachutes are not given for a change in control
or merger which is approved but is not completed. Or for executives who transfer
to a successor company. This proposal would include to the fullest extent each
golden parachute that our Board has or will have the power to grant or modify
Our company would have the flexibility of seeking approval after tentative
agreement on golden parachutes.

51% Yes-Vote

The 26 shareholder proposals voted on this topic achieved an impressive 51%
average yes-vote in 2004.

Progress Begins with a First Step

I believe that the need to take the above one RESOLVED step is reinforced
because our overall governance fitness is not impeccable. For instance in 2004
it was reported:

o Occidental Director John Chalsty was designated a "problem director" by
The Corporate Library (TCL), an independent investment research firm in
Portland, Maine. Reason: Mr. Chalsty is chairperson of the committee
that sets executive compensation at Occidental, which received a CEO
Compensation grade of "F" by TCL.

o Occidental Director Rosemary Tomich was designated a "problem director"
because she was the chairperson of the committee that set executive
compensation at Occidental, which received a CEO Compensation rating of
"F" by TCL.

o TCL's ratings for our company were:

OVERALL RATING = D
Overall Board Effectiveness -- A
Board Composition -- D
CEO Compensation -- F

o Our Lead Director had 21 years director tenure -- independence concern.

o Our key Audit Committee had two members with more than 21-years tenure
each -- independence concern.

o Our Directors were still allowed a $25,000 annual matching gift plan --
independence concern.

o Five directors were allowed to hold from 4 to 9 director seats each -
over-extension concern.

o Five directors were CEOs elsewhere -- CEO to fellow CEO-bias concern.

o 2003 CEO pay of $38 million including stock option grants.

Source: http://www.aflcio.org/corporateamerica/paywatch/ceou/database.cfm
Plus $94 million in unexercised stock options from previous years.

o If CEO pay is excessive - this could be a sign that our board is weak in
its oversight of our CEO.

o Occidental is the subject of "Pay for performance? You must be joking.",
July 22, 2004 edition of Board Briefs by TCL.

The existence of the above governance concerns arguably heightens the
importance of passing the one RESOLVED topic of this proposal.

Institutional investors such as the California Public Employees Retirement
System recommended shareholder approval of golden parachutes in their proxy
voting guidelines.

Allow Vote regarding Future Golden Parachutes

YES ON 5

THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS HAS ALREADY IMPLEMENTED THE RESOLUTION. In September
1992, the Board of Directors adopted a policy that "no future employment
agreements containing `golden parachute' provisions shall be entered into
between this Corporation and any of its executive officers." A statement to this
effect has been in the Company's proxy statement each year since 1993.

Stock plans, such as Occidental's 2001 Incentive Compensation Plan and the
proposed 2005 Long-Term Incentive Plan, which have change of control provisions,
are submitted to the stockholders for approval. While change of control
provisions exist in the Company's Deferred Compensation Plan and Deferred Stock
Program, these plans cover amounts that an employee has already earned but
elected to defer, and do not provide for payment of additional sums in the event
of a change of control. In addition, distributions from the deferral plans must
comply with Section 409A of the Internal Revenue Code and, in the case of key
employees, may not occur until six months after termination.

Occidental's early adoption of good corporate practices, such as its policy on
golden parachutes, has earned Occidental consistently excellent government
ratings from the credible, independent organizations that issue such ratings.
GovernanceMetrics International has twice given Occidental its highest overall
rating of 10, most recently in January 2005 and, as of November 2004,
Institutional Shareholder Services indicated that Occidental outperformed 92.6
percent of the companies in the S&P 500 and 98.1 percent of the companies in the
Energy group. Moody's Investor Services noted that Occidental "generally follows
recommended best practices. This predates Sarbanes-Oxley and is the result of
steady improvement over the past 12 years."

ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOREGOING
STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY CARD.

STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------

Stockholders interested in submitting a proposal for inclusion in the proxy
statement and proxy card relating to the 2006 Annual Meeting of Stockholders may
do so by following the procedures in Rule 14a-8 under the Securities Exchange
Act of 1934. To be eligible for inclusion, stockholder proposals must be
addressed to Occidental's Secretary at 10889 Wilshire Boulevard, Los Angeles,
California 90024, and be received no later than November 15, 2005.

Under Occidental's By-laws, stockholders must follow certain procedures to
introduce an item of business at an annual meeting that is not included in the
proxy materials. These procedures provide that an item of business to be
introduced at an annual meeting must be submitted in writing to the Secretary at
10889 Wilshire Boulevard, Los Angeles, California 90024. Notice of the proposed
item of business must be received no later than February 25, 2006, and must
include the information required by Occidental's By-laws.

In either case, the stockholder submitting the proposal or a representative of
the stockholder must present the proposal in person at the meeting.

The chairman of the meeting may refuse to allow the transaction of any item of
business not presented in compliance with Occidental's By-laws. In addition, the
proxies solicited on behalf of the Board of Directors will have discretionary
authority to vote against any such item of business.

NOMINATIONS FOR DIRECTORS FOR TERM EXPIRING IN 2007
--------------------------------------------------------------------------------

NOMINATING COMMITTEE POLICY

It is the policy of the Nominating and Corporate Governance Committee to
consider nominees recommended by stockholders if the stockholder complies with
the procedures outlined below. In prior years, the Nominating Committee has
identified candidates through recommendations from other nonmanagement
directors, executive officers, including the Chief Executive Officer and other
third parties. The Nominating Committee anticipates that, if a vacancy on the
Board were to occur for the term expiring in 2007, it would use these sources as
well as stockholder recommendations to identify candidates.

In deciding if a candidate recommended by a stockholder or identified by another
source is qualified to be a nominee, it is the Nominating Committee's policy to
consider:

o Whether the candidate is independent as defined in Occidental's
Corporate Governance Policies and as applied with respect to Occidental and
the stockholder recommending the nominee, if applicable;

o Whether the candidate has the business experience, character, judgment,
acumen and time to commit in order to make an ongoing positive contribution
to the Board;

o Whether the candidate would contribute to the Board achieving a diverse
and broadly inclusive membership; and

o Whether the candidate has the specialized knowledge or expertise, such
as financial or audit experience, necessary to satisfy membership
requirements for committees where specialized knowledge or expertise may be
desirable.

If there is a vacancy and the Nominating Committee believes that a recommended
candidate has good potential for Board service, the Nominating Committee will
arrange an interview with the candidate. Pursuant to its Charter, the Nominating
Committee will not recommend any candidate to the Board who is not interviewed
by the Nominating Committee.

PROCEDURE TO RECOMMEND CANDIDATES

Stockholder recommendations must be received by the Corporate Secretary of
Occidental between September 1 and November 30 of the year preceding the
meeting. Each recommendation must include the following information:

1. as to each person whom the stockholder proposes for election or reelection
as a director:

o the name, age, business address and residence address of the person;

o the principal occupation or employment of the person;

o the class or series and number of shares of capital stock of Occidental
which are owned beneficially or of record by the person; and

o any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant
to the Rules and Regulations of the Securities and Exchange Commission.

2. as to the stockholder making the recommendation:

o the name and record address of such stockholder; and

o the class or series and number of shares of capital stock of Occidental
which are beneficially owned by the stockholder.

The stockholder's recommendation must include the recommended person's written
consent to being named as a nominee and to serving as a director if elected.

PROCEDURE TO NOMINATE CANDIDATES

Under Occidental's By-laws, stockholders may nominate a person to the Board by
complying with the advance notice procedures of the By-laws and attending the
annual meeting to make the necessary motion. The notice must be received between
September 1 and November 30 of the year preceding the meeting and include the
information required by the By-laws.

ANNUAL REPORT
--------------------------------------------------------------------------------

Occidental's 2004 Annual Report on Form 10-K is concurrently mailed to
stockholders. The Annual Report contains consolidated financial statements of
Occidental and its subsidiaries and the report thereon of KPMG LLP, independent
auditors.

Sincerely,

/s/ DONALD P. DE BRIER

Donald P. de Brier
Secretary

Los Angeles, California
March 15, 2005

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. PLEASE COMPLETE, SIGN, DATE
AND RETURN THE ACCOMPANYING FORM OR FORMS OF PROXY IN THE ENCLOSED ENVELOPE OR
FOLLOW THE PROCEDURES OUTLINED ON THE CARD TO VOTE BY TELEPHONE OR INTERNET.

EXHIBIT A: CORPORATE GOVERNANCE POLICIES AND OTHER GOVERNANCE MEASURES
--------------------------------------------------------------------------------

Over the past several years, the Board of Directors has adopted and put into
effect a number of important corporate governance policies described below. The
Board of Directors and the management of Occidental believe that good corporate
governance enhances stockholder value. Occidental's corporate governance
policies, principles and guidelines are intended to improve the performance of
Occidental by taking advantage of the collective skills and experience of
Occidental's directors and officers.

BOARD STRUCTURE AND OPERATION

SIZE OF THE BOARD - In determining the size of the Board, the Board of Directors
will consider the level of work required from each director, including the
requirement that certain Committees be composed entirely of independent
directors.

DIRECTOR CRITERIA - Independent directors (as defined below) will comprise at
least two-thirds of the members of the Board.

INDEPENDENT DIRECTOR - In order for a director to qualify as an "independent
director," the Board must affirmatively determine that the director has no
material relationship with Occidental (either as a partner, stockholder or
officer of an organization that has a relationship with Occidental) that would
preclude that nominee from being an independent director. For the purpose of
such determination, an "independent director" is a director who:

o Has not been employed by Occidental within the last five years;

o Has not been an employee or affiliate of any present or former internal
or external auditor of Occidental within the last three years;

o Has not received more than $60,000 in direct compensation from
Occidental, other than director and committee fees, during the current
fiscal year or any of the last three completed fiscal years;

o Has not been an executive officer or employee of a company that made
payments to, or received payments from, Occidental for property or services
in an amount exceeding the greater of $1 million or 2 percent of such other
company's consolidated gross revenues during the current fiscal year or any
of the last three completed fiscal years;

o Has not been employed by a company of which an executive officer of
Occidental has been a director within the last three years;

o Is not affiliated with a not-for-profit entity that received
contributions from Occidental exceeding the greater of $1 million or 2
percent of such charitable organization's consolidated gross revenues
during the current fiscal year or any of the last three completed fiscal
years;

o Has not had any of the relationships described above with an affiliate
of Occidental; and

o Is not a member of the immediate family of any person described above.
An "immediate family member" includes a person's spouse, parents, children,
siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers
and sisters-in-law and anyone (other than domestic employees) who shares
such person's home.

TENURE - Each director will be elected for a term of one year.

RETIREMENT - No person 75 or older will be elected a director, unless as to such
person such requirement is unanimously waived by the members of the Nominating
and Corporate Governance Committee and such Committee's action is ratified and
approved by a majority of the disinterested directors on the Board of Directors.

BOARD MEMBERSHIPS - No director of Occidental will hold more than four
"for-profit" corporate directorships (including his or her Occidental
directorship) at any one time.

DIRECTOR STOCK OWNERSHIP - Each director will beneficially own at least 5,000
shares of Occidental's stock within two years of his or her election to the
Board.

DIRECTOR COMPENSATION - Compensation for directors will promote ownership of
Occidental's stock to align the interests of directors and stockholders and the
independence of directors.

EXECUTIVE SESSIONS - The independent directors will hold at least two regularly
scheduled executive sessions each year at which employee directors and other
members of management are not present. The Lead Independent Director will
preside at such executive sessions.

BOARD ADVISORS - The Committees of the Board will have standing authorization
(including funding), on their own decision, to consult with members of
management and to retain legal or other advisors of their choice, which advisors
will report directly to the Committee that retained them.

A-1

LEAD INDEPENDENT DIRECTOR - The Board will designate a Lead Independent Director
to coordinate the activities of the independent directors and, in addition, to
perform the following duties:

o Advise the Chairman as to an appropriate schedule of Board meetings and
the receipt of information from management;

o Provide the Chairman with input on agendas for the Board and Committee
meetings;

o Recommend to the Chairman the retention of consultants who report
directly to the Board;

o Assist in assuring compliance with the corporate governance policies and
recommend revisions to the policies;

o Coordinate, develop the agenda for and moderate executive sessions of
the independent directors;

o Evaluate, along with the members of the Executive Compensation and Human
Resources Committee and the full Board, the CEO's performance; and

o Recommend to the Chairman the membership of the various Board
Committees.

MEMBERSHIP OF COMMITTEES - The Nominating and Corporate Governance Committee,
the Executive Compensation and Human Resources Committee and the Audit Committee
will be composed entirely of independent directors and will also satisfy all
applicable membership requirements for such.

COMMITTEE CHARTERS - The Nominating and Corporate Governance Committee, the
Executive Compensation and Human Resources Committee and the Audit Committee
will each have a written charter that addresses the committee's purpose, duties,
responsibilities and annual performance evaluation. The committee charters will
be available through the Internet at www.oxy.com.

BOARD DIVERSITY - The Board is committed to achieving a diverse and broadly
inclusive membership by creating equal opportunity for men and women of every
race, color, religion, ethnicity, national origin and cultural background.

MEETINGS - The Board will hold at least six regularly scheduled meetings each
year.

DIRECTOR ORIENTATION AND EDUCATION - Each new director will be provided with
materials and information concerning Occidental in order to enable the director
to perform the duties of a director. In addition, the Board will provide or
sponsor each year eight hours of continuing education designed to enhance the
performance of individual directors and the Board of Directors.

DIRECTOR RESPONSIBILITIES - Each director will use his or her best efforts to
attend, in person or by telephone, all meetings of the Board and the committees
to which such director is appointed. Each director is responsible for being
familiar with Occidental's Governance Principles, the provisions of the Code of
Business Conduct applicable to directors and the charter of each committee on
which such director serves and for reviewing materials provided in advance of
Board and committee meetings.

PERFORMANCE CRITERIA - The Board will establish performance criteria for itself
and, annually, will evaluate each director, committee and the overall Board.
Board evaluation will include an assessment of, among other things, whether the
Board and its committees are functioning effectively and have the necessary
diversity of skills, backgrounds and experiences to meet Occidental's needs.
Individual director evaluations will include high standards for in-person
attendance at Board and committee meetings.

SUCCESSION PLANNING - The Board of Directors will review on a regular basis
Occidental's policies and principles for recruiting, developing and selecting
the persons to succeed the CEO and other executive officers. The review will
encompass the background, training, qualities and other characteristics that
would be desirable in candidates to succeed the CEO and other executive officers
as well as consideration of possible successors.

COMMUNICATIONS WITH DIRECTORS - Interested parties may communicate with any
nonmanagement director by sending a letter to such director's attention in care
of Occidental's Corporate Secretary, 10889 Wilshire Blvd., Los Angeles,
California 90024.

OTHER GOVERNANCE MEASURES

ANTI-TAKEOVER MEASURES - Occidental does not have a stockholder rights plan
("poison pill"), classified board or similar anti-takeover devices. A copy of
the Policy on Stockholder Rights Plans is available through the Internet at
www.oxy.com.

CONFIDENTIAL VOTING - All proxies, ballots and other voting material that
identify how a stockholder voted are kept confidential except to permit
tabulation by an independent tabulator, to comply with law, to satisfy a
stockholder's request for disclosure, in connection with a contested proxy
solicitation or if a stockholder writes a comment on a proxy card or ballot.

A-2

CODE OF BUSINESS CONDUCT - On February 13, 1997, the Board of Directors adopted
a comprehensive Code of Business Conduct applicable to all directors, officers
and employees that reaffirms Occidental's commitment to high standards of
ethical conduct and reinforces Occidental's business ethics, policies and
procedures. The Code of Business Conduct includes Occidental's policies,
concerning among other things, compliance with laws, rules and regulations
(including insider trading laws), conflicts of interest (including corporate
opportunities) and protection of corporate assets. The Audit Committee is
responsible for monitoring compliance with the Code of Business Conduct. The
Code of Business Conduct is available through the Internet at www.oxy.com.

HUMAN RIGHTS POLICY - In December 2004, Occidental adopted a formal Human Rights
Policy that sets forth the Corporation's commitment to promoting human rights in
the areas in which it operates. A summary of the policy is contained in the Code
of Business Conduct. The Corporate Governance, Nominating and Social
Responsibility Committee is responsible for monitoring compliance with the Human
Rights Policy.

A-3

EXHIBIT B: OCCIDENTAL PETROLEUM CORPORATION 2005 LONG-TERM INCENTIVE PLAN
--------------------------------------------------------------------------------

1. PURPOSE

The purposes of this Plan are (i) to furnish a significant incentive to the
employees and non-employee Directors of the Company and its subsidiaries by
making available to them the benefits of increased ownership of Shares (ii) to
promote the alignment of the interests of employees and non-employee Directors
on the one hand and stockholders on the other hand and (iii) to assist in the
recruitment and retention of employees and non-employee Directors.

2. DEFINITIONS

"BOARD" means the Board of Directors of the Company.

"BUSINESS COMBINATION" means a merger, consolidation, or other reorganization,
with or into, or the sale of all or substantially all of the Company's business
and/or assets as an entirety to, one or more entities that are not subsidiaries
or other affiliates of the Company.

"CHANGE IN CONTROL" means the occurrence of any of the following events:

(a) Approval by the stockholders of the Company of the dissolution or
liquidation of the Company, other than in the context of a transaction that does
not constitute a Change in Control under clause (b) below;

(b) Consummation of a Business Combination, unless (1) as a result of the
Business Combination, more than 50 percent of the outstanding voting power of
the Successor Entity immediately after the reorganization is, or will be, owned,
directly or indirectly, by persons who were holders of the Company's voting
securities immediately before the Business Combination; (2) no "person" (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act), excluding the
Successor Entity or an Excluded Person, beneficially owns, directly or
indirectly, more than 20 percent of the outstanding shares or the combined
voting power of the outstanding voting securities of the Successor Entity, after
giving effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (3) at least 50 percent
of the members of the board of directors of the entity resulting from the
Business Combination were Directors at the time of the execution of the initial
agreement or of the action of the Board approving the Business Combination;

(c) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, but excluding any Excluded Person) is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 20 percent or more of the combined
voting power of the Company's then outstanding voting securities, other than as
a result of (1) an acquisition directly from the Company; (2) an acquisition by
the Company; or (3) an acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or a Successor Entity; or

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

"CODE" means the Internal Revenue Code of 1986, as amended from time to time.

"COMMITTEE" means the Executive Compensation and Human Resources Committee of
the Board or its successor, which shall be composed of not less than two members
of the Board, each of whom shall be a "non-employee director" within the meaning
of Rule 16b-3 and an "outside director" within the meaning of Section 162(m).

"COMPANY" means Occidental Petroleum Corporation, a Delaware corporation.

"DIRECTOR" means a member of the Board.

"DISABILITY" means permanent and total disability as defined in Section 22(e)(3)
of the Code.

"EFFECTIVE DATE" means May 6, 2005, or such later date as this Plan is approved
by the stockholders of the Company.

"ELIGIBLE PERSON" means any person who is an officer or employee of the Company
or any of its subsidiaries and any person who is a non-employee Director;
provided, however that a non-employee Director shall not be an Eligible Person
for purposes of awarding of ISOs.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time
to time.

"EXCLUDED PERSON" means any employee benefit plan of the Company and any trustee
or other fiduciary holding securities under a Company employee benefit plan or
any person described in and satisfying the conditions of Rule 13d-1(b)(i) of the
Exchange Act.

B-1

"FAIR MARKET VALUE" means the last reported sale price of a share of Common
Share on the New York Stock Exchange - Composite Transactions on the relevant
date or, if there are no reported sales on such date, then the last reported
sales price on the next preceding day on which such a sale is transacted.

"ISO" means an incentive stock option qualified under Section 422 of the Code.

"PERFORMANCE-BASED AWARD" means an award whose grant, vesting, exercisability or
payment depends upon on any one or more of the Performance Objectives, in each
case relative to Performance Goals, on an absolute or relative basis (including
comparisons to peer companies) or ratio with other Performance Objectives,
either as reported currency or constant currency, pre-tax or after-tax, before
or after special charges, for the Company on a consolidated basis or for one or
more subsidiaries, segments, divisions or business units, or any combination of
the foregoing. The applicable performance period may range from one to five
years.

"PERFORMANCE GOAL" means a preestablished targeted level or levels of any one or
more Performance Objectives.

"PERFORMANCE OBJECTIVES" mean any one or more of the following business
criteria: A/R day sales outstanding, A/R to sales, debt, debt to debt plus
stockholder equity, debt to EBIT or EBITDA, EBIT, EBITDA, EPS, EVA, expense
reduction, interest coverage, inventory to sales, inventory turns, net income,
operating cash flow, pre-tax margin, return on assets, return on capital
employed, return on equity, sales, stock price appreciation, and total
stockholder return (TSR), each as defined further in Appendix A. These terms are
used as applied under generally accepted accounting principles (if applicable)
and in the Company's financial reporting.

"PLAN" means this Occidental Petroleum Corporation 2005 Long-Term Incentive
Plan, as amended from time to time.

"QUALIFYING OPTIONS" mean options and stock appreciation rights granted with an
exercise price not less than Fair Market Value on the date of grant. Qualifying
Options are Performance-Based Awards.

"RULE 16B-3" means Rule 16b-3 under Section 16 of the Exchange Act.

"SECTION 162(m)" means Section 162(m) of the Code and the applicable regulations
and interpretations thereunder.

"SECTION 162(m) AWARD" means a Performance-Based Award intended to satisfy the
requirements for "performance-based compensation" within the meaning of Section
162(m).

"SHARE LIMIT" means the maximum number of Shares, as adjusted, that may be
delivered pursuant to all awards granted under this Plan.

"SHARES" mean the Company's Common Stock, par value $0.20 per share.

"SUCCESSOR ENTITY" means the surviving or resulting entity or a parent thereof
of a Business Combination.

3. SHARES SUBJECT TO THE PLAN

3.1 AGGREGATE SHARE LIMIT - Subject to adjustment as provided in or pursuant to
this Section 3 or Section 7, a total of seventeen million (17,000,000) Shares
shall be authorized for issuance pursuant to awards granted under this Plan. Any
Shares issued in connection with awards other than options and stock
appreciation rights shall be counted against the limit described above as three
(3) Shares for every one Share issued in connection with such award or by which
the award is valued by reference as three (3) Shares.

3.2 INDIVIDUAL LIMIT - No individual shall be granted options, stock
appreciation rights or other awards in any 36-month period covering more than
four million (4,000,000) Shares, and in the case of ISOs granted to any
individual who owns more than ten percent of the outstanding stock of the
Company within the meaning of Section 422 of the Code the maximum term may not
exceed five (5) years and the minimum exercise price may not be less than 110
percent of Fair Market Value on the date of grant.

3.3 REISSUE OF AWARDS AND SHARES - Awards payable in cash or payable in cash or
Shares, including restricted shares, that are forfeited, cancelled, or for any
reason do not vest under this Plan, and Shares that are subject to awards that
expire or for any reason are terminated, cancelled or fail to vest shall be
available for subsequent awards under this Plan. If an award under this Plan is
or may be settled only in cash, such award need not be counted against any of
the share limits under this Section 3, except as may be required to preserve the
status of an award as "performance-based compensation" under Section 162(m).
Shares subject to options or stock appreciation rights that are exercised shall
not be available for subsequent awards. The following transactions involving
Shares will not result in additional Shares becoming available for subsequent
awards under this Plan: (i) Shares tendered in payment of an option; (ii) Shares
withheld for taxes; and (iii) Shares repurchased by the Company using option
proceeds.

B-2

4. PLAN ADMINISTRATION

This Plan shall be administered by the Committee.

4.1 POWERS OF THE COMMITTEE - Subject to the express provisions of this Plan,
the Committee shall be authorized and empowered to do all things necessary or
desirable in connection with the authorization of awards and the administration
of this Plan within its delegated authority, including, without limitation, the
authority to:

(a) adopt, amend and rescind rules, regulations and procedures relating to
this Plan and its administration or the awards granted under this Plan and
determine the forms of awards;

(b) determine who is an Eligible Person and to which Eligible Persons, if
any, awards will be granted under this Plan;

(c) grant awards to Eligible Persons and determine the terms and
conditions of such awards, including but not limited to the number and
value of Shares issuable pursuant thereto, the times (subject to Section
5.5) at which and conditions upon which awards become exercisable or vest
or shall expire or terminate, and (subject to applicable law) the
consideration, if any, to be paid upon receipt, exercise or vesting of
awards;

(d) determine the date of grant of an award, which may be a designated
date after but not before the date of the Committee's action;

(e) determine whether, and the extent to which, adjustments are required
pursuant to Section 7 hereof;

(f) interpret and construe this Plan and the terms and conditions of any
award granted hereunder, whether before or after the date set forth in
Section 5;

(g) determine the circumstances under which, consistent with the
provisions of Section 8.2, any outstanding award may be amended and make
any amendments thereto that the Committee determines are necessary or
appropriate; and

(h) acquire or settle rights under options, stock appreciation rights or
other awards in cash, stock of equivalent value, or other consideration.

All authority granted herein (except as provided in Section 6) shall remain in
effect so long as any award remains outstanding under this Plan.

4.2 SPECIFIC COMMITTEE RESPONSIBILITY AND DISCRETION REGARDING AWARDS - Subject
to the express provisions of this Plan, the Committee, in its sole and absolute
discretion, shall determine all of the terms and conditions of each award
granted under this Plan, which terms and conditions may include, subject to such
limitations as the Committee may from time to time impose, among other things,
provisions that:

(a) permit the recipient of such award to pay the purchase price of the
Shares or other property issuable pursuant to such award, or any applicable
tax withholding obligation upon such issuance or in respect of such award
or Shares, in whole or in part, by any one or more of the following:

(i) cash, cash equivalent, or electronic funds transfer,

(ii) the delivery of previously owned shares of capital stock of the
Company (including shares acquired as or pursuant to awards) or other
property,

(iii) a reduction in the amount of Shares or other property otherwise
issuable pursuant to such award,

(iv) a cashless exercise, or

(v) any other legal consideration the Committee deems appropriate;

(b) qualify such award as an ISO;

(c) accelerate the receipt of benefits pursuant to an award or adjust the
exercisability, term (subject to other limits) or vesting schedule of any
or all outstanding awards, adjust the number of Shares subject to any
award, adjust the price of any or all outstanding awards or otherwise
change previously imposed terms and conditions, pursuant to a termination
of employment or an event referenced in Section 7 (in which case the
Committee's discretion shall be exercised in a manner consistent with
Section 7) or in other circumstances or upon the occurrence of other events
as deemed appropriate by the Committee, by amendment of an outstanding
award, by substitution of an outstanding award, by waiver or by other
legally valid means (which may result, among other changes, in a greater or
lesser number of shares subject to the award, a shorter or longer vesting
or exercise period, or, except as provided below, an exercise or purchase
price that is higher or lower than the original or prior award), in each
case subject to Sections 3 and 8.2; provided, however, that in no case
(other than an adjustment contemplated by Section 7.2) shall the exercise
price of any option or stock appreciation right be reduced by an amendment
to the award or a cancellation and re-grant of the award to effect a
repricing of the award to a price below the Fair Market Value of the

B-3

underlying Shares on the grant date of the original option or stock
appreciation right unless specific stockholder consent is obtained;

(d) authorize (subject to Sections 7, 8, and 10) the conversion,
succession or substitution of one or more outstanding awards upon the
occurrence of an event of the type described in Section 7 or in other
circumstances or upon the occurrence of other events as deemed appropriate
by the Committee; and

(e) determine the value of and acquire or otherwise settle awards upon
termination of employment, upon such terms as the Committee (subject to
Sections 7, 8 and 10) deems appropriate.

4.3 DELEGATION - Subject to Section 4.5, the Board may delegate different
levels of authority to different committees with administrative and grant
authority under this Plan, provided that each designated committee granting any
awards hereunder shall consist exclusively of a member or members of the Board.
A majority of the members of the acting committee shall constitute a quorum. The
vote of a majority of the members present assuming the presence of a quorum or
the unanimous written consent of the Committee shall constitute action by the
committee. The Committee may delegate authority to grant awards under this Plan
for new employees to an officer of the Company who is also a director and may
delegate ministerial, non-discretionary functions to individuals who are
officers or employees of the Company or a subsidiary or to third parties.

4.4 BIFURCATION - Notwithstanding anything to the contrary in this Plan, the
provisions of this Plan may at any time be bifurcated by the Board or the
Committee in any manner so that provisions of any award agreement (or this Plan)
intended or required in order to satisfy the applicable requirements of Rule
16b-3, Section 162(m) or other applicable law, to the extent permitted thereby,
are applicable only to persons subject to those provisions and to those awards
to those persons intended to satisfy the requirements of the applicable legal
restriction.

4.5 AWARDS TO NON-EMPLOYEE DIRECTORS - Notwithstanding any provision in this
Plan to the contrary, the Board shall have the authority, in its sole and
absolute discretion, to select non-employee Directors to receive awards other
than ISOs under this Plan. The Board shall set the terms of any such awards in
its sole and absolute discretion, and the Board shall be responsible for
administering and construing such awards in substantially the same manner that
the Committee administers and construes awards to other Eligible Persons.

5. AWARDS

5.1 TYPE AND FORM OF AWARDS - All awards shall be evidenced in writing
(including electronic form), substantially in the form approved by the
Committee. The types of awards that the Committee may grant include, but are not
limited to, any of the following, on an immediate or deferred basis, either
singly, or in tandem or in combination with or in substitution for, other awards
of the same or another type: (i) Shares, (ii) options (ISOs or nonqualified
stock options), stock appreciation rights (including limited stock appreciation
rights), restricted stock (which shall vest over a period of not less than three
years), stock units, or similar rights to purchase or acquire shares, whether at
a fixed or variable price or ratio related to the Shares, upon the passage of
time, the occurrence of one or more events, or the satisfaction of Performance
Goals or other conditions, or any combination thereof, (iii) any similar
securities with a value derived from the value of or related to the Shares or
other securities of the Company and/or returns thereon, or (iv) cash.
Share-based awards may include (without limitation) stock options, stock
purchase rights, stock bonuses, stock units, stock appreciation rights, limited
stock appreciation rights, phantom stock, dividend equivalents (independently or
in tandem with any form of stock grant), dividend rights (independently or in
tandem with any form of stock grant), Shares, any of which may be payable in
Shares or cash, and may consist of one or more of such features in any
combination.

5.2 PERFORMANCE-BASED AWARDS - Any of the types of awards listed in Section 5.1
may be granted as Performance-Based Awards.

5.2.1 SECTION 162(m) AWARDS. The Committee has discretion to determine if
any Performance-Based Award is intended to be a Section 162(m) Award. The
specific Performance Goals in respect of Section 162(m) Awards, other than
Qualifying Options, must be approved by the Committee in advance of any
applicable deadlines under Section 162(m) and while the performance
relating to those goals remains substantially uncertain within the meaning
thereof. The persons eligible for Section 162(m) Awards shall be executive
officers of the Company and its subsidiaries and, in the discretion of the
Committee, other employees of the Company or its subsidiaries who are
designated by the Committee to receive a Section 162(m) Award because they
may be executive officers of the Company or its subsidiaries by the time
their awards are exercised, vested or paid. Except as otherwise permitted
under Section 162(m), before any Section 162(m) Award is paid, the
Committee must certify that the Performance Goal and any other material
terms of the Section 162(m) Award were in fact satisfied.

5.2.2 RESERVATION OF DISCRETION - The Committee shall have discretion to
determine the conditions, restrictions or other limitations, in accordance
with the terms of this Plan and, in the case of Section 162(m) Awards, the
limitations of Section 162(m), on the payment of individual
Performance-Based Awards under this Section 5.2.

B-4

5.2.3 ADJUSTMENTS - Performance Goals or other features of an award under
this Section 5.2 may be (i) adjusted to reflect a change in corporate
capitalization, a corporate transaction (such as a reorganization,
combination, separation, merger, acquisition, or any combination of the
foregoing) or a complete or partial corporate liquidation, or (ii)
calculated either without regard for or to reflect any change in accounting
policies or practices affecting the Company and/or the Performance
Objectives or Performance Goals, or (iii) adjusted for any other
circumstances or event, or (iv) any combination of (i) through (iii), but
only to the extent in each case that such adjustment or determination in
respect of Section 162(m) Awards would be consistent with the requirements
of Section 162(m) to qualify as performance-based compensation.

5.3 CONSIDERATION FOR SHARES - Shares may be issued pursuant to an award for
any lawful consideration as determined by the Committee, including, without
limitation, services rendered by the recipient of such award, but shall not be
issued for less than the minimum lawful consideration. Awards may be payable in
cash, stock or other consideration or any combination thereof, as the Committee
shall designate in or (except as required by Section 5.2) by amendment to the
terms and conditions governing such award.

5.4 LIMITED RIGHTS - Except as otherwise expressly authorized by the Committee
or this Plan or in the applicable award terms and conditions, a participant will
not be entitled to any privilege of stock ownership as to any Shares not
actually delivered to and held of record by the participant. No adjustment will
be made for dividends or other rights as a stockholder for which a record date
is prior to such date of delivery.

5.5 OPTION/STOCK APPRECIATION RIGHT PRICING AND TERM LIMITS - The purchase price
per share of the Shares covered by any option or the base price of any stock
appreciation right shall be determined by the Committee at the time of the
grant, but shall not be less than 100 percent of the Fair Market Value of the
Shares on the date of grant. Any option, stock appreciation right, warrant or
similar right shall expire and any other award shall vest not more than 10 years
after the date of grant. An award may be converted or convertible,
notwithstanding the foregoing limits, into or payable in, Shares or another
award that otherwise satisfies the requirements of this Plan.

5.6 TRANSFER RESTRICTIONS - Unless otherwise expressly provided in or permitted
by this Section 5.6, by applicable law or by the award terms and conditions (i)
all awards are nontransferable and shall not be subject in any manner to sale,
transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;
(ii) awards shall be exercised only by the holder; and (iii) amounts payable or
shares issuable pursuant to an award shall be delivered only to (or for the
account of) the holder.

5.6.1 EXCEPTIONS BY COMMITTEE ACTION - The Committee, in its sole
discretion, may permit an award to be transferred for estate and/or tax
planning purposes and on a basis consistent with the Company's lawful issue
of securities and the incentive purposes of the award and this Plan.
Notwithstanding the foregoing, awards intended as ISOs or restricted stock
awards for purposes of the Code shall be subject to any and all additional
transfer restrictions necessary to preserve their status as ISOs or
restricted shares, as the case may be, under the Code.

5.6.2 EXCLUSIONS - The exercise and transfer restrictions in this Section
5.6 shall not apply to:

(a) transfers to the Company,

(b) the designation of a beneficiary to receive benefits in the event
of the participant's death or, if the participant has died, transfers
to or exercise by the participant's beneficiary, or, in the absence of
a validly designated beneficiary, transfers by will or the laws of
descent and distribution,

(c) transfers pursuant to a domestic relations order (if approved or
ratified by the Committee), if (in the case of ISOs) permitted by the
Code,

(d) if the participant has suffered a Disability, permitted transfers
to or exercises on behalf of the holder by his or her legal
representative, or

(e) the authorization by the Committee of "cashless exercise"
procedures with third parties who finance or who otherwise facilitate
the exercise of awards consistent with applicable laws and the express
authorization of the Committee.

5.7 TAX WITHHOLDING - Upon any exercise, vesting, or payment of any award, the
Company shall:

(a) require the recipient (or his or her heirs, personal representatives
or beneficiaries, as the case may be) to pay or provide for payment of the
amount of any taxes which the Company or any subsidiary may be required to
withhold with respect to such transaction; or

(b) deduct from any amount payable in cash the amount of any taxes that
the Company or any subsidiary may be required to withhold with respect to
such cash amount.

B-5

5.8 POSSIBLE SHARE OFFSET - In any case where a tax is required to be withheld
in connection with the delivery of Shares under this Plan, the Committee may
require or may permit the holder the right to offset, pursuant to such rules and
subject to such conditions as the Committee may establish, the number of shares
to be delivered by (or otherwise reacquire) the appropriate number of shares
valued at their then Fair Market Value, to satisfy the minimum statutory
withholding taxes with respect thereto.

5.9 CASH AWARDS - The Committee shall have the express authority to pay awards
in cash under this Plan, whether in lieu of, in addition to or as part of
another award.

5.10 TERMINATION OF EMPLOYMENT OR SERVICE - If an Eligible Person's employment
with or service to the Company or to any parent or subsidiary terminates for any
reason, his or her outstanding awards may thereafter be exercised (if at all) to
the extent provided in the agreement evidencing such award, or as otherwise
determined by the Committee.

6. TERM OF PLAN

No award shall be granted under this Plan after the tenth anniversary of the
Effective Date of this Plan. After that date, this Plan shall continue in effect
as to then outstanding awards. Any then outstanding award may be amended
thereafter in any manner that would have been permitted earlier, except that no
such amendment shall increase the number of Shares subject to, comprising or
referenced in the award or reduce the exercise or base price of an option or
stock appreciation right or permit cash payments in an amount that exceeds the
limits of Section 3 (as adjusted pursuant to Section 7.2).

7. ADJUSTMENTS; CHANGE IN CONTROL

7.1 CHANGE IN CONTROL; ACCELERATION AND TERMINATION OF AWARDS - Unless prior to
a Change in Control, the Committee determines that, upon its occurrence,
benefits under any or all awards will not accelerate or determines that only
certain or limited benefits under any or all awards will be accelerated and the
extent to which they will be accelerated, or establishes a different time in
respect of such Change in Control for such acceleration, then upon the
occurrence of a Change in Control:

(a) each option and stock appreciation right shall become immediately
exercisable,

(b) restricted stock shall immediately vest free of restrictions,

(d) the number of Shares covered by each stock unit account shall be
issued to the participant, and

(e) any other rights of a participant under any other award will be
accelerated to give the participant the benefit intended under any such
award.

The Committee may override the limitations on acceleration in this Section 7.1
by express provision in the award agreement and may accord any Eligible Person a
right to refuse any acceleration, whether pursuant to the award agreement or
otherwise, in such circumstances as the Committee may approve. Any acceleration
of awards shall comply with applicable legal and regulatory requirements.
Without limiting the generality of the foregoing, the Committee may deem an
acceleration to occur immediately prior to or up to 30 days before the
applicable event and/or reinstate the original terms of an award if an event
giving rise to an acceleration does not occur.

If any option or other right to acquire Shares under this Plan has been fully
accelerated as required or permitted by this Plan but is not exercised prior to
(i) a dissolution of the Company, or (ii) an event described in this Section 7.1
that the Company does not survive, or (iii) the consummation of an event
described in Section 7.2 involving a Change in Control approved by the Board,
such option or right will terminate, subject to any provision that has been
expressly made by the Committee or the Board through a plan of reorganization
approved by the Board or otherwise for the survival, substitution, assumption,
exchange or other settlement of such option or right.

7.2 ADJUSTMENTS - The following provisions will apply if any extraordinary
dividend or other extraordinary distribution occurs in respect of the Shares
(whether in the form of cash, Shares, other securities, or other property), or
any reclassification, recapitalization, stock split (including a stock split in
the form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, repurchase, or exchange of
Shares or other securities of the Company, or any similar, unusual or
extraordinary corporate transaction (or event in respect of the Shares) or a
sale of substantially all the assets of the Company as an entirety occurs. The
Committee will, in such manner and to such extent (if any) as it deems
appropriate and equitable:

(a) proportionately adjust any or all of (i) the number and type of Shares
(or other securities) that thereafter may be made the subject of awards
(including the specific maxima and numbers of shares set forth elsewhere in
this Plan), (ii) the number, amount and type of shares (or other securities
or property) subject to any or all outstanding awards, (iii) the grant,
purchase, or exercise price of any or all outstanding awards, (iv) the
securities, cash or other property

B-6

deliverable upon exercise of any outstanding awards, or (v) the Performance
Goals or Performance Objectives appropriate to any outstanding awards, or

(b) in the case of an extraordinary dividend or other distribution,
recapitalization, reclassification, merger, reorganization, consolidation,
combination, sale of assets, split-up, exchange, or spin-off, make
provision for a cash payment or for the substitution or exchange of any or
all outstanding awards or the cash, securities or property deliverable to
the holder of any or all outstanding awards based upon the distribution or
consideration payable to holders of the Shares of the Company upon or in
respect of such event.

In each case, with respect to awards of ISOs, no such adjustment will be made
that would cause this Plan to violate Section 422 or 424 of the Code or any
successor provisions without the written consent of holders materially adversely
affected thereby. In any of such events, the Committee may take such action
sufficiently prior to such event if necessary or deemed appropriate to permit
the participant to realize the benefits intended to be conveyed with respect to
the underlying shares in the same manner as is available to stockholders
generally.

8. PLAN AMENDMENT AND TERMINATION

8.1 AUTHORITY OF THE BOARD - Subject to Sections 8.2 and 8.3 and New York Stock
Exchange Rules applicable to companies listed on such Exchange, the Board may
amend or terminate this Plan at any time and in any manner.

8.2 RESTRICTIONS - No amendment or termination of this Plan or change in or
affecting any outstanding award shall deprive in any material respect the
holder, without the consent of the holder, of any of his or her rights or
benefits under or with respect to the award. Adjustments contemplated by Section
7 shall not be deemed to constitute a change requiring such consent.

8.3 STOCKHOLDER APPROVAL - Stockholder approval shall be required for any
amendment to this Plan that would:

(a) materially increase the benefits accruing to participants under this
Plan,

(b) materially increase the number of securities which may be issued under
this Plan, or

9. LEGAL MATTERS

9.1 COMPLIANCE AND CHOICE OF LAW; SEVERABILITY - This Plan, the granting and
vesting of awards under this Plan and the issuance and delivery of Shares and/or
the payment of money under this Plan or under awards granted hereunder are
subject to compliance with all applicable federal and state laws, rules and
regulations and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith. This Plan, the awards, all documents
evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the state of Delaware. If any provision
shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall continue in effect.

9.2 NON-EXCLUSIVITY OF PLAN - Nothing in this Plan shall limit or be deemed to
limit the authority of the Board or the Committee to grant awards or authorize
any other compensation, with or without reference to the Shares, under any other
plan or authority.

9.3 NO EMPLOYMENT CONTRACT - Nothing contained in this Plan (or in any other
documents relating to this Plan or to any award) shall confer upon any Eligible
Person or other participant any right to continue in the employ or other service
of the Company or any subsidiary or constitute any contract or agreement of
employment or other service, nor shall interfere in any way with the right of
the Company or any subsidiary to change such person's compensation or other
benefits or to terminate the employment of such person, with or without cause.

10. MISCELLANEOUS

10.1 UNFUNDED PLAN - Unless otherwise determined by the Committee, this Plan
shall be unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. This Plan shall not establish any fiduciary relationship
between the Company or any subsidiary and any participant or other person. To
the extent any person holds any rights by virtue of awards granted under this
Plan, such rights shall be no greater than the rights of an unsecured general
creditor of the Company.

10.2 AWARDS NOT COMPENSATION - Unless otherwise determined by the Committee,
settlements of awards received by participants under this Plan shall not be
deemed a part of a participant's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit plan, severance
program or severance pay law of any country.

10.3 FRACTIONAL SHARES - The Company shall not be required to issue any
fractional Shares pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement thereof in cash.

B-7

10.4 FOREIGN PARTICIPANTS - No award shall be made to a participant who is a
foreign national or who is employed by the Company or any subsidiary outside the
United States of America if such award would violate applicable local law. In
order to facilitate the making of an award, the Committee may provide for such
special terms for awards to participants who are foreign nationals, or who are
employed by the Company or any subsidiary outside of the United States of
America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may
approve such supplements to or amendments to this Plan as it may consider
necessary or appropriate for such purposes unless stockholder approval for any
such change would be required in accordance with the provisions of Section 8.

APPENDIX A TO 2005 LONG-TERM INCENTIVE PLAN

PERFORMANCE OBJECTIVES

The Performance Objectives shall have the meanings set forth below, in each case
as reported in the financial statements of the Company or applicable subsidiary,
division, segment, or unit ("financial statements").

"A/R DAY SALES OUTSTANDING" means trade accounts receivable (A/R)(net of
reserves) divided by latest historical day Sales.

"A/R TO SALES" means the ratio of accounts receivable to Sales.

"DEBT" means all accounts classified as such in the financial statements.

"DEBT TO DEBT PLUS STOCKHOLDER EQUITY" means the ratio of Debt to Debt plus
stockholder equity.

"DEBT TO EBIT OR EBITDA" means the ratio of Debt to EBIT or EBITDA.

"EBIT" means Net Income before interest expense and taxes, which may be adjusted
for special charges, if any.

"EBITDA" means Net Income before interest expense, taxes, depreciation and
amortization, which may be adjusted for special charges, if any.

"EPS" means Net Income divided by the weighted average number of Shares
outstanding. The Shares outstanding may be adjusted to include the dilutive
effect of stock options, restricted stock and other dilutive financial
instruments as required by generally accepted accounting principles.

"EVA" means operating profit after tax (OPAT) (which is defined as Net Income
after tax but before tax adjusted interest income and expense and goodwill
amortization), less a charge for the use of capital (average total capital as
such term is used below under "Return on Capital Employed"). Net Income may be
adjusted for special charges and acquisition activity costs, if any. The charge
for capital is the percentage cost of capital times the average total capital.
The cost of capital is the weighted average cost of capital as calculated for
the Company.

"EXPENSE REDUCTION" means reduction in actual expense or an improvement in the
expense to Sales ratio compared to a target or prior year actual expense to
Sales ratio, which may be adjusted for special charges, if any.

"INTEREST COVERAGE" means the ratio of EBIT or EBITDA to interest expense. Net
Income may be adjusted for special charges.

"INVENTORY TO SALES" means the ratio of total inventory to Sales.

"INVENTORY TURNS" means the ratio of total cost of goods sold on a historical
basis to average net inventory. This ratio may be adjusted for special charges,
if any.

"NET INCOME" means the difference between total Sales plus other revenues and
net total costs and expenses, including income taxes.

"OPERATING CASH FLOW" means the net cash provided by operating activities less
net cash used by operations and investing activities as shown on the statement
of cash flows. The numbers relating to the foregoing may be adjusted for special
charges, if any.

"PRE-TAX MARGIN" means the ratio of earnings before income taxes to Sales.
Earnings may be adjusted for special charges, if any.

"RETURN ON ASSETS" means the ratio of Net Income to total average assets
including goodwill. Earnings may be adjusted for special charges and goodwill
amortization for comparative purposes.

"RETURN ON CAPITAL EMPLOYED" means the ratio of Net Income plus tax-effected
interest expense to long-term Debt plus stockholder equity.

"RETURN ON EQUITY" means the ratio of Net Income to stockholder equity.

"SALES" means sales, service and rental income from third parties net of
discounts, returns and allowances.

"STOCK PRICE APPRECIATION" means an increase, or an average annualized increase,
in the stock price or market value of the Shares of the Company after purchase
of, or the date of grant of, an award or above a specified stock price.

"TOTAL STOCKHOLDER RETURN OR TSR" means the appreciation in the price of a
Common Share plus reinvested dividends over a specified period of time.

B-8

(PROXY CARD)

The shares represented by this voting instruction card Mark Here [ ]
will be voted as directed below. WHERE NO DIRECTION IS for Address
GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1, 2 Change or
AND 3 AND AGAINST PROPOSALS 4 AND 5. THIS PROXY CARD Comments.
WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.

THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR PROPOSALS 1, 2 AND 3. FOR WITHHELD
ALL FOR ALL
PROPOSAL 1 The election as directors of the
following nominees: [ ] [ ]

(01) Spencer Abraham (07) Ray R. Irani
(02) Ronald W. Burkle (08) Irvin W. Maloney
(03) John S. Chalsty (09) Rodolfo Segovia
(04) Edward P. Djerejian (10) Aziz D. Syriani
(05) R. Chad Dreier (11) Rosemary Tomich
(06) John E. Feick (12) Walter L. Weisman

(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)

--------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
PROPOSAL 2 The ratification of the
selection of KPMG as independent [ ] [ ] [ ]
auditors.

FOR AGAINST ABSTAIN
PROPOSAL 3 Approval of 2005
Long-Term Incentive Plan. [ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
PROPOSALS 4 AND 5.

FOR AGAINST ABSTAIN
PROPOSAL 4 Stockholder
statements opposing board- [ ] [ ] [ ]
sponsored proposals.

FOR AGAINST ABSTAIN
PROPOSAL 5 Vote regarding
future golden parachutes. [ ] [ ] [ ]

CONSENTING TO RECEIVE ALL FUTURE ANNUAL MEETING MATERIALS AND SHAREHOLDER
COMMUNICATIONS ELECTRONICALLY IS SIMPLE AND FAST! Enroll today at
www.melloninvestor.com/ISD for secure online access to your proxy materials,
statements, tax documents and other important shareholder correspondence.

SIGNATURE SIGNATURE DATE
------------------ ------------------ ----------------

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.

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^ Detach here from proxy card ^

VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK

Internet and telephone voting is available through 11:59PM Eastern Time
the day prior to annual meeting day.

Your internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

-----------------------------------------
INTERNET
HTTP://WWW.PROXYVOTING.COM/OXY
Use the Internet to vote. Have your proxy
card available when you access the web
site.
-----------------------------------------

-----------------------------------------
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to vote.
Have your proxy card available when
you call.
-----------------------------------------

-----------------------------------------
MAIL

Mark, sign and date your proxy card and
return it in the enclosed postage-paid
envelope.
-----------------------------------------

If you vote by Internet or by telephone, you do NOT need to mail back your
proxy card.

Access and View the Annual Report and Proxy Statement on the Internet at:
http://www.oxypublications.com

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^ Detach here and bring to Annual Meeting ^

[OXY LOGO] BRING THIS ADMISSION TICKET WITH YOU TO THE MEETING ON MAY 6.
DO NOT MAIL.

OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS

This admission ticket admits you and ONE guest to the meeting.
You will NOT be let in to the meeting without an admission ticket
or other proof of stock ownership as of March 3, 2005, the record
date.

STARLIGHT BALLROOM MEETING HOURS
Fairmont Miramar Hotel Registration begins 9:30 A.M.
101 Wilshire Boulevard. Meeting starts at 10:30 A.M.
Santa Monica, California

ADMISSION TICKET

Please see the back of this card for parking instructions.

(REVERSE SIDE OF PROXY CARD)

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

OCCIDENTAL PETROLEUM CORPORATION

DR. RAY R. IRANI, AZIZ D. Syriani, and Rosemary Tomich, and each of them,
with full power of substitution, are hereby authorized to represent and to vote
the shares of the undersigned in OCCIDENTAL PETROLEUM CORPORATION as directed on
the reverse side of this card and, in their discretion, on all other matters
which may properly come before the Annual Meeting of Stockholders to be held on
May 6, 2005, and at any adjournment, as if the undersigned were present and
voting at the meeting.

The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3 AND AGAINST PROPOSALS 4 AND 5. In the event any
of the nominees named on the reverse side of this card is unavailable for
election or unable to serve, the shares represented by this proxy may be voted
for a substitute nominee selected by the Board of Directors.

Your proxy will be kept confidential in accordance with the Confidential
Voting Policy described on page 2 of the Proxy Statement and posted at
www.oxy.com.

--------------------------------------------------------------------------
Address Change/Comments (Mark the corresponding box on the reverse side)
--------------------------------------------------------------------------

--------------------------------------------------------------------------

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YOU CAN NOW ACCESS YOUR ACCOUNT ONLINE.

Access your Occidental Petroleum Corporation stockholder account online via
Investor ServiceDirectsm (ISD).

Mellon Investor Services LLC, the registrar and transfer agent for Occidental
Petroleum Corporation, makes it possible to get current information on your
stockholder account online.

o View account status o View payment history for dividends

o View certificate history o Make address changes

o View book-entry information o Obtain a duplicate 1099 tax form

Visit us on the web at http://www.melloninvestor.com
and follow the instructions shown on the screen.
For Technical Assistance Call 1-877-978-7778 between
9am-7pm Monday-Friday Eastern Time

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DIRECTIONS TO FAIRMONT MIRAMAR HOTEL
AND PARKING FOR STOCKHOLDERS

o From the I-10 West (Santa Monica Freeway)

o Take 4th Street Exit, turn right and
proceed to Colorado Blvd.

o Turn Left onto Colorado and proceed to
Ocean Ave.

[MAP] o Turn Right onto Ocean Ave. and proceed
1/2 Block PAST Wilshire Blvd.

o Please note that the address to the hotel
is on Wilshire Blvd.

PARKING IS NORTH OF WILSHIRE ON OCEAN AVE.

(Parking will not be permitted at the
Wilshire Blvd. entrance.)

o Enter Hotel Valet Parking driveway on Ocean
Ave.

THE PARKING FEE AT THE FAIRMONT MIRAMAR
HOTEL WILL BE PAID BY OCCIDENTAL PETROLEUM
CORPORATION.

1265-A (SOR)

(VOTING INSTRUCTION CARD - OCCIDENTAL PETROLEUM CORPORATION SAVINGS PLAN)

The shares represented by this voting instruction card Mark Here [ ]
will be voted as directed below. WHERE NO DIRECTION IS for Address
GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1, 2 Change or
AND 3 AND AGAINST PROPOSALS 4 AND 5. IN ACCORDANCE Comments.
WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, YOUR VOTE MUST BE KEPT CONFIDENTIAL BY THE
SAVINGS PLAN TRUSTEE.