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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[ ] Soliciting Material Pursuant to Section 240.14a-12

Occidental Petroleum Corporation
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[OXY LOGO]

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OCCIDENTAL PETROLEUM CORPORATION
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NOTICE OF 2003 ANNUAL March 13, 2003
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT Dear Stockholders:

On behalf of the Board of Directors, it is my
pleasure to invite you to Occidental's 2003
Annual Meeting of Stockholders, which will be
FRIDAY, APRIL 25, 2003 held on Friday, April 25, 2003, at the Grand
Grand Ballroom Ballroom, The St. Regis, 2055 Avenue of the
The St. Regis Stars, Los Angeles, California.
2055 Avenue of the Stars
Los Angeles, California Attached is the Notice of Meeting and the
Proxy Statement, which describes in detail
the matters on which you are being asked to
MEETING HOURS vote. These matters include electing the
Registration Begins 9:30 A.M. directors, ratifying the selection of
Meeting 10:30 A.M. independent auditors, approving an amendment
to Occidental's 2001 Incentive Compensation
Plan and transacting any other business that
ADMISSION TICKET OR CURRENT properly comes before the meeting, including
BROKERAGE STATEMENT AND any stockholder proposals.
PICTURE IDENTIFCATION
REQUIRED FOR ADMISSION Also enclosed is 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

Ray R. Irani, Chairman and Chief Executive
Officer

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2003

OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 13, 2003

To Our Stockholders:

Occidental's 2003 Annual Meeting of Stockholders will be held at 10:30 a.m.
on Friday, April 25, 2003, at the Grand Ballroom, The St. Regis, 2055 Avenue of
the Stars, Los Angeles, 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 an amendment to the 2001 Incentive Compensation 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, 2003, 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

TABLE OF CONTENTS

GENERAL INFORMATION......................................................... 1
CORPORATE GOVERNANCE POLICIES............................................... 2
PROPOSAL 1: ELECTION OF DIRECTORS.......................................... 4
Information Regarding the Board of
Directors and its Committees............................................. 7
Compensation of Directors................................................ 9
Section 16(a) Beneficial Ownership
Reporting Compliance..................................................... 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT....................................................... 9
EXECUTIVE COMPENSATION...................................................... 11
Compensation Tables...................................................... 11
Employment Agreements.................................................... 14
Report of the Executive Compensation
and Human Resources Committee............................................ 16
Performance Graph........................................................ 19
PROPOSAL 2: RATIFICATION OF INDEPENDENT
AUDITORS.................................................................... 20
Change of Auditors in 2002............................................... 20
Audit and Other Fees..................................................... 20
Report of the Audit Committee............................................ 21
Ratification of Selection of Independent
Auditors................................................................. 21
PROPOSAL 3: APPROVAL OF AMENDMENT TO
2001 INCENTIVE COMPENSATION PLAN............................................ 21
Approval of Amendment to 2001
Incentive Compensation Plan.............................................. 21
Summary Description of the Plan.......................................... 22
Federal Income Tax Consequences.......................................... 24
Specific Benefits........................................................ 24
Securities Authorized for Issuance under Equity
Compensation Plans....................................................... 25
STOCKHOLDER PROPOSALS....................................................... 25
General Information...................................................... 25
Proposal 4: Stockholder Vote Regarding
Poison Pills............................................................. 26
Proposal 5: Enforceability of Stockholder Vote.......................... 27
STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL
MEETING OF STOCKHOLDERS..................................................... 28
NOMINATIONS FOR DIRECTORS FOR TERM EXPIRING
IN 2005..................................................................... 29
ANNUAL REPORT............................................................... 29
EXHIBIT A: 2001 INCENTIVE COMPENSATION PLAN AS
PROPOSED FOR AMENDMENT...................................................... A-1

PROXY STATEMENT

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 April 25,
2003, 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, 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 13, 2003, to each stockholder of record as of March
3, 2003, 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 378,757,679 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 Drs. Ray R. Irani and
Dale R. Laurance and Mr. Aziz D. Syriani, 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 4);

o FOR ratification of the independent auditors (see page 20);

o FOR amendment of the 2001 Incentive Compensation Plan (see page 21); and

o AGAINST Proposals 4 and 5 (see pages 25 to 28).

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 stockholder proposals (Proposals 4 and 5).
If your broker does not have discretion and you do not give your 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.

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.

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.
Georgeson Shareholder Communications 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.

CORPORATE GOVERNANCE POLICIES
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The Board of Directors and the management of Occidental believe that good
corporate governance enhances stockholder value. Beginning with the adoption of
the confidential voting policy in 1994, over the past several years, the Board
of Directors has adopted and put into effect a number of important corporate
governance policies. In 1999, Occidental published its policies for the first
time in the proxy statement and, in 2001, expanded its website, www.oxy.com, to
include the governance policies. The Board of Directors is actively monitoring
recent regulatory developments and any modification to the policies that these
developments may require.

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: An "Independent Director" is a director who:

o Has not been employed by Occidental in any executive capacity within the last
five years;

o During the current year or any of the three preceding years, has not received
remuneration, other than de minimis remuneration, as a result of services as
an advisor, consultant or legal counsel to Occidental or any member of senior
management or has not been a significant customer or supplier of Occidental;

o Is not employed by a company of which an executive officer of Occidental is a
director;

o Has not had a business relationship with Occidental required to be disclosed
under Securities and Exchange Commission regulations other than for service
as a director or for which no more than de minimis remuneration was received
in any one year;

o Is not affiliated with a not-for-profit entity that receives significant
contributions from Occidental;

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.

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

RETIREMENT: No person 72 or older will be elected a director, unless such
requirement shall have been unanimously waived by the members of the Nominating
and Corporate Governance Committee and such Committee's action shall have been
ratified and approved by a majority of the disinterested directors on the Board
of Directors.

DIRECTOR COMPENSATION: Compensation for directors shall promote ownership of
Occidental's stock to align the interests of directors and stockholders.

EXECUTIVE SESSIONS: The Independent Directors will hold an executive session at
least once a year at which employee directors are not present.

BOARD ADVISORS: The Committees of the Board shall have standing authorization,
on their own decision, to retain legal or other advisors of their choice, which
advisors shall report directly to the Committee that retained them.

LEAD INDEPENDENT DIRECTOR: The Board shall 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 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 Chief Executive Officer'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.

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.

PERFORMANCE CRITERIA: The Board will establish performance criteria for itself
and, on a regular basis, will evaluate each director and the overall Board.
Board evaluation will include an assessment of, among other things, whether the
Board has 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 and consideration of
absences.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE: The following guidelines govern
the conduct of the Nominating and Corporate Governance Committee:

o In consultation with the Chairman of the Board and Chief Executive Officer,
the Committee will make recommendations to the Board concerning the size and
needs of the Board.

o In consultation with the Chairman of the Board and Chief Executive Officer,
the Committee will consider candidates to fill vacant Board positions.
Candidates will be selected for their character, judgment, business
experience, time commitment and acumen.

o The Committee will meet with each prospective new Board nominee and then will
decide whether or not such individual shall be nominated for membership to
the Board. Final approval of nominees shall be determined by the full Board.

o In consultation with the Chairman of the Board and Chief Executive Officer,
the Committee will be responsible for the periodic review and interpretation
of the corporate governance policies and these guidelines, as well as
consideration of other corporate governance issues that, from time to time,
merit consideration by the entire Board.

o The Committee will consider policies relating to the Board and directors,
including committee structure and size, share ownership and retirement and
resignation.

COMPENSATION PRINCIPLES: The following principles govern all compensation paid
by Occidental to directors, officers and employees:

o Compensation arrangements shall emphasize pay for performance and encourage
retention of those employees who enhance Occidental's performance;

o Compensation arrangements shall promote ownership of Occidental's stock to
align the interests of management and stockholders;

o Compensation arrangements shall maintain an appropriate balance between base
salary and long-term and annual incentive compensation;

o In approving compensation, the recent compensation history of the executive,
including special or unusual compensation payments, shall be taken into
consideration;

o Cash incentive compensation plans for senior executives shall link pay to
achievement of financial goals set in advance by the Compensation Committee;

o The Executive Compensation and Human Resources Committee shall set annual and
long-term performance goals for the Chairman of the Board and Chief Executive
Officer and evaluate his performance against such goals and the performance
of the Company's peer companies; and

o The Executive Compensation and Human Resources Committee shall meet at least
once a year in executive session, without the Chief Executive Officer.

OTHER GOVERNANCE MEASURES

ANTI-TAKEOVER MEASURES: Occidental does not have a poison pill, classified board
or similar anti-takeover devices.

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.

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,
including conflicts of interest. The Code contains procedures for confidential
reporting of problems or asking questions, including a toll-free compliance
line. If an employee feels appropriate action has not been taken, the employee
can report the matter to the Audit Committee which is responsible for monitoring
compliance with the Code of Business Conduct.

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.

Unless you specify differently on the proxy card, proxies received will be
voted FOR Ronald W. Burkle, John S. Chalsty, Edward P. Djerejian, R. Chad
Dreier, John E. Feick, Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney,
Rodolfo Segovia, Aziz D. Syriani, Rosemary Tomich, and Walter L. Weisman to
serve for a one-year term ending at the 2004 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 2003 annual meeting. Pursuant to the
Corporation's By-Laws, the Board of Directors has waived for this election, as
it applies to Mr. Maloney, the age limitation contained in the By-Laws that
prohibits a person who has reached the age of 72 from standing for election.

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

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[PHOTO] RONALD W. BURKLE, 50

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 the controlling shareholder of
Golden State Foods, the largest supplier of food
products to McDonald's and 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 is also
a director of KB Home and Yahoo!.

Director since 1999

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[PHOTO] JOHN S. CHALSTY, 69

Mr. Chalsty has served as Chairman of Muirfield
Capital Management LLC 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 is also a director
of AXA Financial, Inc., Sappi, Ltd., Metromedia
Companies and Creditex.

Director since 1996

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[PHOTO] EDWARD P. DJEREJIAN, 64

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 U.S.
Ambassador to the Syrian Arab Republic from 1988
to 1991. Ambassador Djerejian is also a director
of Baker Hughes, Inc. and Global Industries, Ltd.

Director since 1996

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[PHOTO] R. CHAD DREIER, 55

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 is chairman of the board of
trustees of Loyola Marymount University, a
director of Harvard University's Joint Center for
Housing Studies and a member of the California
Business Roundtable.

Director since 2002

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[PHOTO] JOHN E. FEICK, 59

Since 1995, Mr. Feick has been President, Chief
Executive Officer and a major stockholder of
Matrix Solutions Inc., a provider of environmental
remediation and reclamation services. 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, 68

Dr. Irani has been Chairman and Chief Executive
Officer of Occidental since 1990 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 Cedars Bank, KB
Home and Lyondell Chemical Company.

Director since 1984

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[PHOTO] DR. DALE R. LAURANCE, 57

Dr. Laurance has been President of Occidental
since 1996 and a director of Occidental since
1990. Since 1999, he has been Chairman of the
Board, President and Chief Executive Officer of
Occidental Oil and Gas Corporation. He is also a
director of Jacobs Engineering Group Inc. and
Ingram Micro, Inc.

Director since 1990

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[PHOTO] IRVIN W. MALONEY, 72

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, 66

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 CEO 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, 60

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.

Director since 1983
Lead Independent Director since 1999

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[PHOTO] ROSEMARY TOMICH, 65

Miss Tomich has been owner of the Hope Cattle
Company since 1958 and the A. S. Tomich
Construction Company since 1970. She is also
Chairman of the Board of Directors and Chief
Executive Officer, Livestock Clearing, Inc. and
was a Founding Director of the Palm Springs
Savings Bank. Miss Tomich is also on the Advisory
Board of the University of Southern California
School of Business Administration, the Board of
Councillors for the School of Letters and Sciences
at the University of Southern California and the
UCLA Foundation Board of Councillors.

Director since 1980

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[PHOTO] WALTER L. WEISMAN, 67

Mr. Weisman is a private investor and past
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 Fresnius 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

INDEPENDENCE: Each of Occidental's outside directors meets the independence
standard set forth in the Company's Corporate Governance Policies (see page 2).
Except for the Executive Committee, all committees of the Board are composed of
independent directors.

MEETINGS: The Board of Directors held 6 regular meetings during 2002. 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.

LEAD INDEPENDENT DIRECTOR AND COMMITTEES: The Board of Directors has a Lead
Independent Director and five standing committees: Executive; Audit; Executive
Compensation and Human Resources; Nominating and Corporate Governance; and
Environmental, Health and Safety. The Audit 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
NAME AND MEMBERS RESPONSIBILITIES ACTIONS IN 2002
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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
Aziz D. Syriani meetings
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 None
the management of the business and affairs of Occidental
Dr. Ray R. Irani (chair) between meetings of the Board of Directors
Dr. Dale R. Laurance
Irvin W. Maloney
Aziz D. Syriani
Rosemary Tomich

AUDIT COMMITTEE All of the members of the Audit Committee meet the independence 12 meetings
R. Chad Dreier standards of the Sarbanes-Oxley Act of 2002 and the New York
John E. Feick Stock Exchange's listing standards. All of the members of the Audit
Irvin W. Maloney Committee are financially literate and Mr. Dreier meets the Securities
Aziz D. Syriani and Exchange Commission's definition of "audit committee financial
Rosemary Tomich (chair) expert". The Audit Committee Report with respect to Occidental's
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

EXECUTIVE COMPENSATION AND o administers Occidental's stock-based incentive compensation 5 meetings
HUMAN RESOURCES COMMITTEE plans, including selecting participants, making grants and setting
performance targets
Ronald W. Burkle o periodically reviews the performance of the plans and their rules
John S. Chalsty o reviews and approves the annual salaries, bonuses and other
Irvin W. Maloney (chair) benefits of all executive officers
Rosemary Tomich o reviews new executive compensation programs; and
o periodically reviews the operation of existing executive
compensation programs as well as policies for the
administration of executive compensation

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

NOMINATING AND CORPORATE o recommends candidates for election to the Board 6 meetings
GOVERNANCE COMMITTEE o is responsible for the periodic review and interpretation of
Occidental's Governance Policies and consideration of other
Edward P. Djerejian governance issues
Aziz D. Syriani (chair)
Rosemary Tomich See page 29 for instructions on how to recommend nominees for the
Walter L. Weisman Board.

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

COMPENSATION OF DIRECTORS: For the term expiring at the 2003 Annual Meeting,
nonemployee directors were paid a retainer of $35,000 per year, plus $1,250 for
each meeting of the Board of Directors or of its committees they attended and,
pursuant to the 1996 Restricted Stock Plan for Non Employee Directors, received
an annual grant of 2,500 shares of Common Stock, plus an additional 200 shares
of Common Stock for each committee he or she chaired or for serving as lead
independent director. Directors are eligible to participate in the Occidental
Petroleum Foundation Matching Gift Program, which provides matching
contributions of up to an aggregate of $25,000 per year to institutions of
higher learning and arts and cultural organizations. In addition, Occidental
reimburses nonemployee directors for expenses related to service on the Board,
including hotel, airfare and meals; permits, subject to availability,
nonemployee directors to make use of company aircraft and office space; and
until September 2002, paid the premiums for one nonemployee director who
participated in the Occidental Petroleum Corporation Insured Medical Plan. One
nonemployee director also serves as a director of the Occidental Petroleum
Corporation Foundation. The director did not attend the single Foundation
meeting in 2002 and so did not receive any fees with respect to the Foundation.

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 2002, all
persons required to report complied with the Section 16(a) requirements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

At the close of business on March 3, 2003, 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. 34,099,296(1) 9.1% (1) 15,554,085(1) 5,816,001(1) 34,178,060(1) 51,900(1)
1290 Avenue of the Americas
New York, New York 10104

Barclays Global Investors, N.A. 28,918,599(2) 7.67%(2) 28,897,499(2) 0(2) 28,897,499(2) 0(2)
45 Fremont Street
San Francisco, California 94105

Barrow, Hanley, Mewhinney 24,700,070(3) 6.55%(3) 6,566,656(3) 18,133,414(3) 24,700,070(3) 0(3)
& Strauss, Inc.
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75024-2429

Dodge & Cox 22,871,051(4) 6.1% (4) 21,155,651(4) 434,300(4) 22,871,051(4) 0(4)
One Sansome Street, 35th Floor
San Francisco, California 94104
---------------------------------- ------------- ----------- ------------- ------------- ------------- -------------

(1) Pursuant to Amendment No. 3 to Schedule 13G, filed as of February 12,
2003 with the Securities and Exchange Commission.

(2) Pursuant to Schedule 13G, filed as of February 12, 2003 with the
Securities and Exchange Commission.

(3) Pursuant to Schedule 13G, filed as of February 8, 2003 with the
Securities and Exchange Commission. Occidental has been advised that 15,834,800
of the shares (4.20%) of the class are held by Barrow, Hanley as manager of
Vanguard Windsor Funds - Vanguard Windsor II Fund.

(4) Pursuant to Amendment No. 2 to Schedule 13G, filed as of February 13,
2003 with the Securities and Exchange Commission.

The following table sets forth certain information regarding the beneficial
ownership of common stock as of February 28, 2003, by each of the named
executive officers, the directors of Occidental and all executive officers and
directors as a group.

---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------
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)
---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------

Ronald W. Burkle 13,631 9,500 N/A 23,131 N/A N/A
John S. Chalsty 5,000 6,585 N/A 11,585 N/A N/A
Stephen I. Chazen 27,486 107,023 1,196,668 1,331,177 190,060 83,185
Donald P. de Brier 23,013 69,909 873,334 966,256 120,473 64,461
Edward P. Djerejian 675 10,106 N/A 10,781 N/A N/A
R. Chad Dreier 0 833 N/A 833 N/A N/A
John E. Feick 1,000 9,500 N/A 10,500 N/A N/A
J. Roger Hirl 85,183 12,025 663,334 760,512 76,841 53,227
Ray R. Irani 602,763 215,085 3,451,614 4,269,462 1.13% 689,839 262,975
Dale R. Laurance 35,160 109,244 1,730,123 1,874,527 314,765 176,805
Irvin W. Maloney 3,926 11,050 N/A 14,976 N/A N/A
Rodolfo Segovia (8) 6,911 10,894 N/A 17,805 N/A N/A
Aziz D. Syriani 1,000 12,450 N/A 13,450 N/A N/A
Rosemary Tomich 4,500 11,650 N/A 16,150 N/A N/A
Walter L. Weisman 2,000 1,677 N/A 3,677 N/A N/A
---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------
All executive officers 1,067,015(8) 627,315 10,887,022 12,581,352 3.32% 1,820,465 875,953
and directors as a
group (27 persons)
---------------------- ----------- ---------- ----------- ------------ ----------- ----------- ---------

(1) Includes shares held through the Occidental Petroleum Corporation
Savings Plan. Does not include shares acquired after December 31, 2002 pursuant
to the Occidental Petroleum Corporation Dividend Reinvestment Plan.

(2) For nonemployee 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) Holdings include 5,079 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, 2002; (2) the options and stock appreciation rights granted to such
executives in 2002; (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 2002.

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

Ray R. Irani, 2002 $1,300,000 $2,990,000 $1,098,904(3) $10,386,705 600,000 $5,734,426 $1,038,646(4)
Chairman and Chief 2001 $1,300,000 $2,600,000 $ 772,696(3) $ 2,225,700 1,300,000 $1,259,857 $ 886,374(4)
Executive Officer 2000 $1,250,000 $2,125,000 $ 695,387(3) $ 596,000 750,000 $ 0 $ 707,573(4)

Dale R. Laurance, 2002 $1,030,000 $1,700,000 $ 455,100(5) $ 4,015,626 300,000 $3,242,650 $ 603,700(6)
President 2001 $1,030,000 $1,640,000 $ 356,798(5) $ 1,236,500 450,000 $ 748,066 $ 514,530(6)
2000 $ 990,000 $1,386,000 $ 308,122(5) $ 199,660 375,000 $ 451,268 $ 394,227(6)

Stephen I. Chazen, 2002 $ 600,000 $ 800,000 $ 225,324(7) $ 3,323,314 250,000 $1,242,432 $ 382,185(8)
EVP and Chief 2001 $ 600,000 $ 720,000 $ 145,176(7) $ 989,200 325,000 $ 233,093 $ 299,928(8)
Financial Officer 2000 $ 572,000 $ 687,000 $ 122,837(7) $ 939,535 500,000 $ 145,864 $ 218,728(8)

Donald P. de Brier 2002 $ 551,000 $ 600,000 $ 159,430(9) $ 1,592,469 125,000 $1,194,682 $ 214,871(10)
EVP, General Counsel 2001 $ 551,000 $ 550,000 $ 110,377(9) $ 445,140 200,000 $ 233,093 $ 161,778(10)
and Secretary 2000 $ 530,000 $ 530,000 $ 108,986(9) $ 78,124 175,000 $ 176,564 $ 144,435(10)

J. Roger Hirl, 2002 $ 660,000 $ 450,000 $ 153,461(11) $ 519,535 62,500 $ 734,717 $ 276,142(12)
Executive Vice 2001 $ 660,000 $ 400,000 $ 133,506(11) $ 197,840 250,000 $ 286,497 $ 249,311(12)
President 2000 $ 640,000 $ 250,000 $ 164,254(11) $ 95,956 200,000 $ 216,868 $ 225,164(12)
-------------------- ---- ---------- ---------- -------------- ----------- ------------ ---------- --------------

(1) Includes restricted stock unit awards made in July and December 2002 to
the executive officers listed pursuant to the Occidental Petroleum Corporation
2001 Incentive Compensation Plan, subject to a three year vesting period in the
case of the July award and a five year vesting period in the case of 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, 2002, Dr. Irani held an aggregate of 603,148
restricted shares and units, having a value of $17,159,561; Dr. Laurance 258,598
shares and units, having a value of $7,357,113; Mr. Chazen 230,652 shares and
units, having a value of $6,562,049; Mr. de Brier 129,223 shares and units,
having a value of $3,676,394; and Mr. Hirl 31,682 shares and units, having a
value of $901,353.

(2) 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 for information concerning the modification of
the awards to adjust for peer group companies that have merged or ceased to
exist during the Performance Period. "0" indicates that the executive officer
listed did not receive an award and therefore was not eligible for a payout.

(3) Includes for 2002, 2001, and 2000, respectively, unless otherwise
noted: $130,491, $32,885 and $25,000 for club dues; $330,469, $313,750 and
$177,575 for tax preparation and financial planning services; and $637,944,
$426,061 and $492,812 in dividends and dividend equivalents paid on restricted
and performance stock awards. Dividends and dividend equivalents were paid at
the same rate as dividends on the common stock.

(4) Includes for 2002, 2001 and 2000, respectively, unless otherwise noted:
$24,958, $13,144 and $122,472 of director's fees paid by equity investees of
Occidental (for 2002 only, includes the value, as of the date of award, of
deferred stock units received from Lyondell Chemical Company, in addition to
cash retainer); $11,000, $10,200 and $8,925 credited pursuant to the Occidental
Petroleum Corporation Savings Plan (the "Savings Plan"); $17,800, $14,600 and
$10,875 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; $498,245, $463,570 and $337,570 credited pursuant to the
Occidental

Petroleum Corporation Supplemental Retirement Plan (the "Supplemental Retirement
Plan"), a nonqualified plan that was established to provide designated senior
executives of Occidental and its subsidiaries with benefits that will compensate
them for certain limitations imposed by federal law on contributions that may be
made pursuant to the Retirement Plan and Savings Plan; $454,143, $352,360 and
$195,231 of accrued interest on deferred compensation; and $32,500, $32,500 and
$32,500 for term life insurance premiums.

(5) Includes for 2002, 2001 and 2000, respectively, unless otherwise noted,
$51,945, $45,538 and $31,388 for club membership and dues; $43,432 and $43,162
for personal use of company aircraft (2001 and 2000 only); $45,000, $40,000 and
$20,294 for tax preparation and financial planning services; and $358,155,
$227,828 and $213,278 in dividends and dividend equivalents paid on restricted
and performance stock awards.

(6) Includes for 2002, 2001 and 2000, respectively, unless otherwise noted:
$17,288 (2000 only) of director's fees paid by an equity investee of Occidental;
$11,100, $10,200 and 8,925 credited pursuant to the Savings Plan; $17,800,
$14,600 and $10,875 credited pursuant to the Retirement Plan; $348,845, $325,480
and $272,437 credited pursuant to the Supplemental Retirement Plan; $221,905,
$160,200 and $80,652 of accrued interest on deferred compensation; and $4,050,
$4,050 and $4,050 for term life insurance premiums.

(7) Includes for 2002, 2001 and 2000, respectively, $225,324, $145,176 and
$122,837 in dividends and dividend equivalents on restricted and performance
stock awards. Mr. Chazen did not receive perquisites or other personal benefits,
securities or property exceeding $50,000, in any of the years.

(8) Includes for 2002, 2001 and 2000, respectively, unless otherwise noted:
$62,958 of directors fees paid by equity investees of Occidental (2002 only,
includes the value as of the date of award of deferred stock units received from
Lyondell Chemical Company, in addition to cash retainer); $11,000, $10,200 and
$8,925 credited pursuant to the Savings Plan; $17,800, $14,600 and $10,875
credited pursuant to the Retirement Plan; $161,555, $162,910 and $132,275
credited pursuant to the Supplemental Retirement Plan; and $128,872, $112,218
and $66,653 of accrued interest on deferred compensation.

(9) Includes for 2002, 2001 and 2000, respectively, $159,430, $110,377 and
$108,986 in dividends and dividend equivalents on restricted and performance
stock awards. Mr. de Brier did not receive perquisites or other personal
benefits, securities or property exceeding $50,000, in any of the years.

(10) Includes for 2002, 2001 and 2000, respectively, unless otherwise
noted: $11,100, $10,200 and $8,925 credited pursuant to the Savings Plan;
$17,800, $14,600 and $10,875 credited pursuant to the Retirement Plan; $132,188,
$135,103 and $122,760 credited pursuant to the Supplemental Retirement Plan; and
$34,005, $1,875 and $1,875 for term life insurance premiums, and $19,778 of
accrued interest on deferred compensation (2002 only).

(11) Includes for 2002, 2001 and 2000, respectively, unless otherwise
noted: $26,219 and $56,479 for personal use of company aircraft (2001 and 2000
only); $3,300 and $3,300 for tax and financial planning services (2001 and 2000
only); $30,701, $21,436 and $27,975 for club dues; $2,602, $4,066 and $2,444 for
automobile maintenance; and $120,158, $78,485 and $74,056 in dividends and
dividend equivalents on restricted and performance stock awards.

(12) Includes for 2002, 2001 and 2000, respectively, unless otherwise
noted: $11,800, $10,200 and $8,925 credited pursuant to the Savings Plan;
$15,950, $12,900 and $10,875 credited pursuant to the Retirement Plan; $135,985,
$123,150 and $125,944 credited pursuant to the Supplemental Retirement Plan;
$92,671, $86,229 and $65,132 of accrued interest on deferred compensation; and
$19,736, $16,832 and $14,288 for term life insurance premiums.

OPTION/SAR GRANTS IN 2002
-------------------------------------------------------------------------------------------------------------------------------
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 (#) 2002 ($/Share) Date (3) 5% 10%
-------------------- ------------- ---------------- -------------- ---------- ------------ ------------

Ray R. Irani 7,565 0.15% $ 26.43 7/17/12 $ 125,743 $ 318,658
592,435 12.08% $ 26.43 7/17/12 $ 9,847,268 $ 24,954,910

Dale R. Laurance 7,565 0.15% $ 26.43 7/17/12 $ 125,743 $ 318,658
292,435 5.96% $ 26.43 7/17/12 $ 4,860,762 $ 12,318,126

Stephen I. Chazen 7,565 0.15% $ 26.43 7/17/12 $ 125,743 $ 318,658
242,435 4.94% $ 26.43 7/17/12 $ 4,029,678 $ 10,211,996

Donald P. de Brier 7,565 0.15% $ 26.43 7/17/12 $ 125,743 $ 318,658
117,435 2.39% $ 26.43 7/17/12 $ 1,951,968 $ 4,946,669

J. Roger Hirl 7,565 0.15% $ 26.43 7/17/12 $ 125,743 $ 318,658
54,935 1.12% $ 26.43 7/17/12 $ 913,112 $ 2,314,000
-------------------- ------------- ---------------- -------------- ---------- ------------ ------------

(1) In July 2002, each of the named executive officers received a
simultaneous grant of Incentive Stock Options ("ISOs") and Non-qualified Stock
Options ("NQSOs"). The ISOs are listed first in the foregoing table and the
NQSOs are listed second. The ISOs and NQSOs were granted subject to a three-year
vesting period, with approximately one-third of the options granted becoming
exercisable each year commencing on the first anniversary of the grant date and
ending on the third anniversary. The vesting and exercisability of the options
will be accelerated in the event of a Change of Control (as defined in the 2001
Incentive Compensation Plan). No stock appreciation rights were granted in 2002.

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

(3) The options were granted for terms of 10 years. Upon the termination of
an optionee's employment, the options continue to vest and remain exercisable
(depending on the cause of termination) for a period of up to the remaining term
of each option. However, under the provisions of his employment agreement, the
options 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 option. Under the terms of his employment agreement, the
options granted to Dr. Laurance become fully vested immediately in the event of
termination by Occidental and are exercisable for the remaining term of the
option. Under the terms of their respective employment agreements, the options
granted to Messrs. Chazen, de Brier and Hirl 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% and 10% annual appreciation rates for the term of the options (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 2002
AND DECEMBER 31, 2002 OPTION/SAR VALUES
-----------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Shares Options/SARs at 12/31/02 at 12/31/02 (2)
Acquired Value ------------------------------- -------------------------------
on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
-------------------- ----------- ------------ ------------- ------------- ------------- -------------

Ray R. Irani 302,240 $ 1,696,921 3,595,981 1,716,666 $ 20,182,671 $ 4,782,207
Dale R. Laurance 41,775 $ 326,547 1,903,225 725,000 $ 10,102,475 $ 2,164,437
Stephen I. Chazen 56,720 $ 584,594 1,279,948 633,332 $ 7,150,074 $ 2,120,202
Donald P. de Brier 15,455 $ 118,849 877,879 316,666 $ 4,919,194 $ 968,434
J. Roger Hirl 325,000 $ 3,130,057 796,668 295,832 $ 3,109,757 $ 968,743
-------------------- ----------- ------------ ------------- ------------- ------------- -------------

(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 12/31/02 and
the option exercise price.

LONG-TERM INCENTIVE PLAN -- AWARDS IN 2002 (1)
-----------------------------------------------------------------------------------------------------------------------------
Estimated Future Payouts Under
Performance or 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 73,502 4 years (2) 0 73,502 147,004

Dale R. Laurance 38,824 4 years (3) 0 38,824 77,648

Stephen I. Chazen 15,832 4 years (4) 0 15,832 31,664

Donald P. de Brier 14,539 4 years (4) 0 14,539 29,078

J. Roger Hirl 17,415 4 years (4) 0 17,415 34,830
------------------------- ----------------- ------------------- ------------- ------------- -------------

(1) Performance Stock Awards were made in January 2002 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% to 200% of the Target Share Award;
provided, however, if the grantee dies, becomes disabled, retires or is
terminated for the convenience of the company during the performance period,
then the grantee will forfeit the right to receive a pro rata portion of the pay
out 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 become fully vested immediately in the event of
termination by Occidental. See "Employment Agreements" below.

(4) Under the terms of their respective employment agreements, the
performance period for the entire award granted to Messrs. Chazen, de Brier and
Hirl 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. Copies of the
agreements are available as exhibits to Occidental's periodic reports filed with
the Securities and Exchange Commission.

DR. IRANI: On November 17, 2000, Dr. Irani entered into an amended and restated
employment agreement with Occidental. The agreement, as amended, is for a term
expiring on the earlier of Occidental's 2007 Annual Meeting of Stockholders or
May 30, 2007 with an annual salary at a minimum rate of $1,250,000, subject to
annual increase (and, as part of across-the-board reductions for other officers,
decrease) at the reasonable discretion of the Board of Directors and the
Executive Compensation and Human Resources Committee. In addition, Dr. Irani is
eligible for a discretionary annual cash bonus and to participate 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 may provide for him. Prior to his retirement, 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. During the term
of his employment, 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 the effective date of his
agreement. See also footnote (3) to the Compensation Table on page 11.

Following his retirement or upon the termination of his employment by
Occidental, Dr. Irani will continue to receive life insurance equal to twice his
highest career annual salary, medical benefits and 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 and restricted stock awards will immediately vest 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 throughout her life. 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, at Dr. Irani's
option, in equal monthly installments over three years or in an undiscounted
lump sum. In such event of termination, Dr. Irani is also entitled to receive
his medical, welfare and life insurance benefits; and if such termination is not
due to death or disability, 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 and that nothing in his employment
agreement affects his existing grant agreements. 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 November 17, 2000, Dr. Laurance entered into an amended and
restated employment agreement with Occidental. The agreement, as amended, is for
a five-year term with an annual salary at a minimum rate of $990,000, subject to
annual increase (and, as part of across-the-board reductions for other officers,
decrease) at the reasonable discretion of the Board of Directors and the
Executive Compensation and Human Resources Committee. In addition, Dr. Laurance
is eligible for a discretionary annual cash bonus and to participate 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 may provide for him. Prior to his retirement, Dr. Laurance will
receive life insurance at least equal to three times his highest career annual
salary, which insurance shall be assignable at Dr. Laurance's option. During the
term of his employment, Dr. Laurance will receive the minimum perquisites to
which he was entitled prior to the effective date of his agreement. See also
footnote (5) to the Compensation Table on page 12.

Following his retirement or upon the termination of his employment by
Occidental, 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 currently receives.
If the agreement terminates due to Dr. Laurance's death, Dr. Laurance's estate
will be entitled to a pro-rata portion of any bonus he was entitled to have
received for the year of his death. If Dr. Laurance is married at the time of
his death, his wife will be entitled, for the remainder of her life, to
continuation of medical benefits throughout her life. If Dr. Laurance is
terminated by Occidental for any reason, or if Dr. Laurance terminates
employment because Occidental materially breaches the agreement, Dr. Laurance 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, at Dr. Laurance's option, in equal monthly
installments over three years or in an undiscounted lump sum. In such event of
termination, Dr. Laurance is also entitled to receive his medical, welfare and
life insurance benefits; and if such termination is not due to death or
disability, 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
and that nothing in his employment agreement affects his existing grant
agreements. If after termination of his employment Dr. Laurance is not eligible
to participate in Occidental's benefit plans as contemplated by his employment
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.

If Occidental materially breaches the agreement and does not cure the
breach after notice thereof, Dr. Laurance 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. Laurance continues to have substantially
the same executive duties and reporting relationships. The 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. During and
after the term of the agreement, Dr. Laurance 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. 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 occur
during the term of the agreement.

MR. CHAZEN: Mr. Chazen has an employment agreement with Occidental for a term
expiring in October 2005, providing for an annual salary of not less than
$572,000. 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 options
previously granted him that are or become exercisable. Following the
compensation period, Mr. Chazen will continue as a consultant to Occidental
until October 2005, at an annual salary of $50,000. During the compensation
period and any consultancy period, any stock 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. Chazen may terminate the
agreement at any time upon 60 days prior written notice.

MR. DE BRIER: Mr. de Brier has an employment agreement with Occidental for a
term expiring in May 2003, providing for an annual salary of not less than
$530,000. 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.

MR. HIRL: On December 13, 2001, Mr. Hirl entered into a new employment agreement
with Occidental to reflect Mr. Hirl's desire to begin phased retirement. Under
his agreement, Mr. Hirl continued to serve as the President and Chief Executive
Officer of Occidental Chemical Corporation through December 31, 2001. From
January 1, 2002 until his retirement on June 30, 2003, he will continue to serve
as an Executive Vice President of Occidental. During the term of the agreement,
Mr. Hirl will receive an annual salary of not less than $660,000. If Mr. Hirl'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. Hirl 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. Hirl will receive his then current base salary rate for the remaining
term of his agreement and 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.
Following his retirement and if he executes the consulting agreement annexed to
his agreement, Mr. Hirl will continue as a consultant to Occidental until June
30, 2005, at an annual salary of $200,000.

REPORT OF THE EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE

The Executive Compensation and Human Resources Committee (the "Committee")
is responsible for administering the Company's executive compensation plans and
programs and approves all elements of compensation for executive officers of the
Company. In performing its duties, the Committee has access to independent
compensation consultants and outside survey data. The Committee reports
regularly to the Board of Directors on its activities and obtains ratification
by the nonemployee members of the Board for all elements of cash compensation
for the Chairman and Chief Executive Officer. The Committee is comprised of four
outside directors who are not eligible to participate in the Company's employee
plans or programs.

COMPENSATION PHILOSOPHY AND PRACTICES: The Board believes that the attraction
and retention of top-quality executive talent are fundamental to the Company's
continued success and that appropriate executive compensation programs are key
elements in attracting and retaining such talent. The Committee is responsible
to the Board for ensuring that individuals in executive positions are
compensated in a manner that promotes the Company's business objectives and
clearly aligns the interests of management and stockholders. To support this
philosophy, the following principles provide a framework for the executive
compensation program:

o Focus on pay for performance to encourage the retention of employees who
make significant contributions to the Company's performance; link pay to
the achievement of financial goals set in advance for senior management
cash incentive compensation plans; make sure that the linkage between
executive compensation and business performance also enhances stockholder
value.

o Encourage executive stock ownership through guidelines and the appropriate
design of executive compensation programs.

o Maintain a suitable balance between base salary and annual and long-term
incentive opportunities, with significant portions of executive
compensation at risk and dependent upon the enhancement of stockholder
value.

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended,
limits the deductibility of compensation in excess of $1 million paid to the
company's Chief Executive Officer and other named executive officers, unless
such compensation is based upon stock price appreciation over market value at
the date of grant (in the case of stock options) or predetermined quantifiable
performance goals (in the case of other incentive compensation) or paid pursuant
to a written contract that was in effect on February 17, 1993. Although the
Committee considers the tax consequences of its compensation decisions, it is
not the policy of the Committee to pay only deductible compensation, rather the
Committee gives priority to other objectives in circumstances it deems
appropriate.

The Company's executive compensation programs are targeted to provide
competitive total compensation levels (including both annual and long-term
incentives) commensurate with performance. Compensation is benchmarked against
data developed by independent consultants using historical surveys of the oil
and gas industry and the chemical industry, in addition to historical surveys of
general industry for companies similar in size and complexity to Occidental.
These companies have executive positions similar to those at Occidental in terms
of scope of responsibility, and they are representative of the various markets
in which the Company competes for executive talent. This is a broader and more
diverse set of companies than those included in the selected peer groups for the
Performance Graph on page 19.

Occidental offers employment agreements to key executives only when it is
in the best interest of the Company 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 the named executive officers, see "Employment Agreements" at page
14.

COMPONENTS OF EXECUTIVE COMPENSATION: The Compensation program for executive
officers consists of the following components:

ANNUAL CASH COMPENSATION: Includes base salary and any cash incentive award
earned for the year's performance. Both salary and the annual incentive target
opportunity are established for each executive officer based on job
responsibilities, level of experience, overall business performance and
individual contribution to the business, as well as analyses of historical
competitive industry practice. The Committee makes annual cash incentive awards,
under the Occidental Petroleum Corporation Executive Incentive Compensation
Plan, with 60 percent of the award based on the Company's performance as
measured against predetermined financial targets and 40 percent 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. Financial measures include earnings per share,
earnings, cash flow, and cost reduction and directly align executive pay with
Company profitability.

LONG-TERM INCENTIVE COMPENSATION: Includes stock options, performance stock
awards, and restricted stock or restricted stock unit awards. The objectives for
these awards are to encourage executives to view Occidental from the
stockholders' perspective, to create a long-term incentive to increase
stockholder value, and to retain executives who possess the skills that are
crucial to the ongoing success of the Company. Stock option gains depend on the
creation of incremental stockholder value and performance stock award
opportunities depend upon the attainment of cumulative financial targets over
four-year performance periods. These long-term grants represent a significant
portion of the total compensation value provided to executive officers. Award
sizes are based both upon individual performance, level of responsibility and
potential to make significant contributions to the Company, as well as upon
award levels at other companies included in the competitive surveys. In
addition, long-term incentives granted in prior years are taken into
consideration.

o STOCK OPTIONS are generally granted annually to executives and other
selected employees whose contributions and skills are critical to the
long-term success of the Company. Options are granted with an exercise
price equal to the market price of the Company's common stock on the date
of grant, generally vest over a period of three years, and expire after ten
years. These options only have value to the recipients if the price of the
Company's stock appreciates after the options are granted.

o PERFORMANCE STOCK AWARDS provide senior management with an incentive linked
to both multiple-year financial performance and stockholder value. Awards
are intended to be made annually in the form of performance stock units.
For awards made in 2002, covering the period 2002 - 2005, senior corporate
officers can earn stock units based on the Company's total stockholder
return compared to a group of peer companies, and senior division officers
can earn stock units based on the total stockholder return comparison and
the achievement of a targeted return on assets goal. Depending on the level
of performance against the four-year comparisons and goals, as applicable,
payout of the stock units can range between 0% to 200% of the target
awards. The stock units are valued based upon the market price of the
Company's common stock. For the performance stock awards made in 1999,
based on the Company's performance during the four-year period from 1999
through 2002, 100% to 200% of the target awards were earned by the
participants.

o RESTRICTED STOCK/UNIT AWARDS are designed to provide long-term retention
incentives for certain key members of senior management. These awards are
highly selective, limited to a very small group of executives, and
equity-based, to tie directly to stockholder return. The restriction period
is usually three to five years.

COMPENSATION FOR THE CHAIRMAN 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, improved the cash contribution
of the chemical business, and significantly strengthened the balance sheet. Oil
and gas production has been increased substantially and is postured for
continued growth, an effective Middle East strategy has been implemented, and
financial results have been materially improved. As a result of these actions,
Occidental's return to shareholders compares very favorably to its peer group.

The Committee looks at several factors in determining Dr. Irani's
compensation, including his leadership and vision in developing successful
business strategies for the Company in a competitive marketplace. Each year, the
Committee approves primary performance goals for Dr. Irani. For 2002, the goals
included (1) enhancement of the value of the Company'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 session
without the presence of the Chairman and Chief Executive Officer and are
ratified by the Board of Directors.

The Committee acknowledged Dr. Irani's significant accomplishments with
respect to his 2002 performance goals and his contributions to the Company's
success in 2002 by awarding him an annual cash incentive award of $2,990,000 for
2002, which is reported in the "Bonus" column of the Summary Compensation Table.
Dr. Irani also earned a payout from his 1999 performance stock award, in the
amount of 199,112 shares, based on the Company's total stockholder return, for
the period 1999 through 2002, compared to the total stockholder return for a
group of peer companies. Since Occidental ranked at the top of all comparative
companies, Dr. Irani's target award was paid out at 200%, per the terms of the
award.

During 2002, the Committee granted Dr. Irani several long-term incentive
awards. Effective January 2002, the Committee granted Dr. Irani a target
performance stock award in the amount of 73,502 shares. The actual payment of
this award, which may vary from 0% to 200% of target, will be based on the
Company's total stockholder return compared to a group of peer companies during
the 2002 - 2005 performance period. The award opportunity underscores
Occidental's commitment to pay-for-performance over the long term. In July 2002,
Dr. Irani received a stock option grant in the amount of 600,000 shares and a
restricted stock unit grant in the amount of 283,063 shares. The payment of the
restricted stock unit award is mandatorily deferred until retirement. In
December 2002, the Committee awarded Dr. Irani a restricted stock unit award in
the amount of 105,000 shares in lieu of a 2003 merit increase to his base
salary. Payment of this award is mandatorily deferred until retirement.

Respectfully submitted,
EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE
Irvin W. Maloney (chair)
Ronald W. Burkle
John S. Chalsty
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 original peer group and
the revised peer group over the five-year period ending on December 31, 2002.
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 the stocks of
the peer group companies just prior to the commencement of the period (December
31, 1997) and that all dividends received within a quarter were reinvested in
that quarter. The original peer group companies are Amerada Hess Corporation,
Anadarko Petroleum Corporation, Burlington Resources Inc., Georgia Gulf
Corporation, Kerr-McGee Corporation, Lyondell Chemical Company, Occidental,
Phillips Petroleum Corporation and Unocal Corporation. The revised peer group
companies are Amerada Hess Corporation, Anadarko Petroleum Corporation,
Burlington Resources, Inc., ChevronTexaco Corporation, ConocoPhillips,
Kerr-McGee Corporation, Occidental and Unocal Corporation. The peer group was
revised to delete Lyondell Chemical Company in which Occidental now has an
equity interest, to delete Georgia Gulf Corporation due to its small size
relative to Occidental, and to add ChevronTexaco Corporation, which has a large
international oil business.

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

[TABLE OMITTED]

[THE FOLLOWING IS A TABULAR REPRESENTATION OF GRAPHICAL MATERIALS]

12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/29/2001 12/31/2002
---------- ---------- ---------- ---------- ---------- ----------

[SYMBOL] Occidental $100 $ 60 $ 81 $ 95 $108 $120
[SYMBOL] Revised Peer Group 100 85 99 132 122 110
[SYMBOL] Original Peer Group 100 77 92 119 109 103
[SYMBOL] S&P 500 100 129 156 141 125 97

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

CHANGE OF AUDITORS IN 2002

Effective March 22, 2002, the Board of Directors of Occidental decided to
no longer engage Arthur Andersen LLP as Occidental's independent auditors and
engaged KPMG LLP to serve as such for the fiscal year 2002, in accordance with
the recommendation of the Board's Audit Committee.

Arthur Andersen LLP's audit reports on the Company's consolidated financial
statements for each of the fiscal years ended December 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

During the two fiscal years ended December 31, 2001 and 2000 and the
subsequent interim period preceding the decision to change independent auditors,
there were no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Arthur Andersen LLP's satisfaction would
have caused them to make reference to the subject matter of the disagreement in
connection with the audit reports on the Company's consolidated financial
statements for such years, and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.

In the years ended December 31, 2001 and 2000 and up to March 22, 2002, the
date of KPMG LLP's engagement, the Company did not consult KPMG LLP with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

AUDIT AND OTHER FEES

AUDIT FEES: The aggregate audit fees incurred for professional services rendered
by KPMG LLP for the year ended December 31, 2002, were $8,254,000. 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. Of this amount, $3,555,000
was incurred for the re-audit of Occidental's financial statements as of
December 31, 2001 and 2000, and for the each of the years in the three-year
period ended December 31, 2001.

AUDIT RELATED FEES: Fees of $951,000 were incurred for professional services
rendered by KPMG LLP for the year ended December 31, 2002, 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 $281,000 were incurred for tax services rendered by KPMG LLP
for the year ended December 31, 2002, for professional services performed by the
tax division of KPMG LLP. More specifically, these services include, among
others: tax consultation related to proposed or consummated transactions and
general tax consultation.

ALL OTHER FEES: For the year ended December 31, 2002, 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, 2002 with management
as well as the financial statements for the fiscal years ended December 31, 2001
and 2000 that were reaudited by 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
nonaudit 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, 2002, to be filed with the Securities and Exchange Commission.

Respectfully submitted,
THE AUDIT COMMITTEE
Rosemary Tomich (chair)
R. Chad Dreier
John E. Feick
Irvin W. Maloney
Aziz D. Syriani

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, 2003. 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, if it
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 2003, which may be KPMG LLP.

The Board of Directors recommends that you vote FOR the proposal to ratify
the selection of KPMG LLP as independent auditors for 2003. You proxy will be so
voted unless you specify otherwise.

PROPOSAL 3: APPROVAL OF AMENDMENT TO 2001 INCENTIVE COMPENSATION PLAN
--------------------------------------------------------------------------------

APPROVAL OF AMENDMENT TO THE 2001 INCENTIVE COMPENSATION PLAN

The Board of Directors of the Company believes that Occidental's
long-standing policy of encouraging stock ownership by its employees through
stock-based awards has been a significant factor in the success of the Company.
The Board believes that the 2001 Incentive Compensation Plan (the "2001 Plan")
has been an important part of that policy by providing incentives based on the
attainment of corporate objectives and increases in stockholder value. Under the
2001 Plan, Occidental is authorized to issue 17,000,000 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. However, as a result of prior grants under the 2001 Plan,
the number of shares currently available for such grants has been reduced to
4,049,638. The Board of Directors has determined that this number is
insufficient to maintain the 2001 Plan as an incentive device over the term of
the Plan, which expires in 2011, unless terminated earlier. The Board has
adopted and proposes that the stockholders approve amending the 2001 Plan to
increase the shares available for grant by 10,000,000 to 27,000,000 shares.

HISTORY: The 2001 Plan was approved by stockholders at the 2001 Annual Meeting.
Section 3.2(d) of the Plan was amended in April 2002 to clarify that, other than
an adjustment contemplated by Section 6.2, the exercise price of a stock option
or stock appreciation right shall not be amended or cancelled to effect a
repricing of such award. Section 4.1 of the 2001 Plan was amended by the Board
of Directors in September 2002 to clarify that shares could be used to satisfy
deferred obligations with respect to awards under the 1987 Stock Option Plan and
the 1995 Incentive Stock Plan.

Information about shares authorized for issuance as of December 31, 2002,
to employees under the 2001 Plan, as well as the 1987 Stock Option Plan and 1995
Incentive Stock Plan, and nonemployee directors under the 1996 Restricted Stock
Plan for Nonemployee Directors are set forth below in the table at page 25. No
new grants may be made under the 1987 and 1995 Plans.

The principal features of the 2001 Plan are summarized below. The following
summary is qualified in its entirety by the full text of the 2001 Plan, as
proposed to be amended, a copy of which is attached as Exhibit A to this Proxy
Statement. Capitalized terms used in the summary are used as defined in the 2001
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
amendment of the 2001 Plan. Broker non-votes will be disregarded. If the
amendment is approved, additional shares will be registered under the Securities
Act of 1933, as amended, and will be available for issuance under the 2001 Plan.
If the amendment is not approved at this meeting, awards will be made only to
the extent there are shares available under the 2001 Plan.

The Board of Directors has approved and recommends that you vote FOR the
amendment of the 2001 Plan. Your proxy will be so voted unless you specify
otherwise.

SUMMARY DESCRIPTION OF THE 2001 PLAN

AWARDS. The 2001 Plan authorizes stock options, stock units, restricted stock,
stock bonuses, stock appreciation rights, Performance-Based Awards, dividend
equivalents, dividend rights, Common Shares, as well as other awards (described
in Section 4 of the 2001 Plan) responsive to changing developments in management
compensation. Stock units and dividend units include stock units and dividend
units with respect to stock option gains and other awards under this Plan, as
well as the 1987 Stock Option Plan and the 1995 Incentive Stock Plan that, in
each case, were deferred under the Company's Deferred Stock Program. The 2001
Plan provides the flexibility to offer competitive incentives and to tailor
benefits to specific needs and circumstances. 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 2001 Plan, as proposed for amendment, the aggregate
share limit is 27,000,000 Common Shares. A maximum of 8,500,000 Common Shares
may be delivered pursuant to all awards other than stock options. A maximum of
850,000 Common Shares may be delivered pursuant to all awards for which payment
or vesting is not based upon the passage of time, stock price appreciation or
the satisfaction of Performance Goals. No single individual may be granted
awards in the aggregate for more than 4,000,000 shares during any three
consecutive calendar years. Awards payable only in cash and not related to
shares made to any one individual during any calendar year are limited to
$10,000,000.

As is customary in incentive plans of this nature, to prevent dilution or
expansion of participants' rights, the number and kind of shares available under
the 2001 Plan and then outstanding stock-based awards, as well as exercise or
purchase prices, Performance Goals and share limits are subject to adjustment 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, any
unissued Common Shares allocated to such award, as well as any Common Shares
reacquired pursuant to the terms of an award are available for subsequent awards
under the 2001 Plan.

The Common Stock is traded on the New York Stock Exchange, and on March 3,
2003, the closing price was $29.98. Occidental intends to register the
additional shares issuable under the 2001 Plan under the Securities Act of 1933
after it receives stockholder approval.

ELIGIBILITY. Persons eligible to receive awards under the 2001 Plan include
present and future officers or employees of the Company or any of its
subsidiaries. Nonemployee directors are ineligible. Occidental has approximately
7,200 employees (17 of whom are executive officers).

ADMINISTRATION. The 2001 Plan is 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 Code.

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 2001
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 pursuant to Sections 3.2 of
the 2001 Plan, respectively.

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 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.

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). The Performance Objectives on which
Performance Goals will be established are listed and defined in Exhibit A to the
2001 Plan.

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 shall 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 AND DEFERRALS. The Administrator may permit payment of awards under
the 2001 Plan in the form of cash, Common Stock or any combination thereof. The
Administrator also may require or permit participants to elect to defer the
issuance of Common Stock or the settlement of awards in cash. The Administrator
may provide that deferred settlements include the payment or crediting of
interest on deferral amounts or the payment or crediting of dividend rights or
equivalents if deferral amounts are denominated in stock.

TRANSFER RESTRICTIONS. Subject to exceptions contained in Section 4.7 of the
2001 Plan or as otherwise permitted by law or in the applicable award agreement,
awards under the 2001 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 Event the Administrator
determines that, upon its occurrence, benefits will not be accelerated, then
generally upon the Change in Control Event 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 2001 Plan generally includes a 20% or more change in ownership,
certain changes in a majority of the Board, certain mergers or consolidations,
or a liquidation of the Company or sale of substantially all of the Company's
assets.

AMENDMENTS. The Board may amend or terminate the 2001 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 2001 Plan based on federal income
tax laws in effect on January 1, 2003. This summary is not intended to be
exhaustive and, among other considerations, does not describe state, local, or
international tax consequences.

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. The current federal income
tax consequences of other awards authorized under the 2001 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; cash-based awards are generally subject to tax at the time of
payment; and compensation otherwise effectively deferred is taxed when paid. 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 2001 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 non performance-based compensation in excess of $1,000,000
in some circumstances.

SPECIFIC BENEFITS

For information regarding options and restricted stock awards granted to
executive officers of the Company, see the material under "Executive
Compensation" beginning at page 11.

The number, amount and type of awards to be received by or allocated to
eligible persons under the 2001 Plan in the future cannot be determined at this
time. The Company expects that future grants will not be substantially different
from those described in the Compensation Tables beginning at page 11.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Occidental has three equity compensation plans for its employees pursuant
to which options, rights or warrants have or may be granted: the 1987 Stock
Option Plan, the 1995 Incentive Stock Plan, the 2001 Plan, and one equity plan
for nonemployee directors: the 1996 Restricted Stock Plan for Nonemployee
Directors. 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, 2002 pursuant to outstanding options, rights or warrants granted
under Occidental's equity compensation plans. The summary does not include the
10,000,000 shares which are the subject of the proposed amendment to the 2001
Plan.

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

26,971,625 $24.2191 8,202,122*

* Includes with respect to the 1995 Incentive Stock Plan, 2,231,700 shares at
maximum target level (1,115,850 at target level) reserved for issuance
pursuant to outstanding performance stock awards, including 855,372 shares
at maximum target level (427,686 at target level) eligible for
certification in February 2003, and 313,276 deferred performance and
restricted stock awards and, with respect to the 2001 Plan, 623,094 shares
at maximum target level (311,547 at target level) reserved for issuance
pursuant to outstanding performance stock awards, 923,224 shares reserved
for issuance pursuant to restricted stock awards and 2,025 shares reserved
for issuance as dividend equivalents under the 2001 Plan. Of the remaining
4,108,803 shares, 4,049,638 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 59,165 shares are available for
issuance under the 1996 Restricted Stock Plan for Nonemployee Directors.

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 are presented as 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. The results of the vote will be published on Occidental's website
and in Occidental's Quarterly Report on Form 10-Q for the Quarter ended March
31, 2003, and in the Report on the Annual Meeting, both of which may be accessed
through www.oxy.com.

LEGAL EFFECT OF APPROVAL: Each of the stockholder proposals set forth below are
requests to the Board of Directors to consider a matter. If a 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 website.

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 28. 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 the corporation identifying
the alleged wrongdoers, the wrongdoing allegedly perpetrated and the resultant
injury to the corporation and the legal action the stockholder wants the board
to take on the corporation's behalf.

PROPOSAL 4: STOCKHOLDER VOTE REGARDING POISON PILLS

Mr. Emil Rossi of Boonville, California, the owner of 415 shares of common
stock, has notified Occidental that he intends to present the following proposal
at the 2003 Annual Meeting:

"4 - SHAREHOLDER VOTE REGARDING POISON PILLS
THIS TOPIC WON AN AVERAGE 60%-YES VOTE AT 50 COMPANIES IN 2002

This is to recommend that the Board of Directors redeem any poison pill
previously issued (if applicable) and not adopt or extend any poison pill unless
such adoption or extension has been submitted to a shareholder vote.

HARVARD REPORT
A 2001 Harvard Business School study found that good corporate governance
(which took into account whether a company had a poison pill) was positively and
significantly related to company value. This study, conducted with the
University of Pennsylvania's Wharton School, reviewed the relationship between
the corporate governance index for 1,500 companies and company performance from
1990 to 1999.

The Harvard Business School study is titled, "Corporate Governance and
Equity Prices," July 2001, by Paul A. Gompers, Harvard University, Joy L. Ishii,
Harvard University and Andrew Metrick, The Wharton School, University of
Pennsylvania.

Some investors believe that a company with good governance will perform
better over time, leading to a higher stock price. Other investors see good
governance as a means of reducing risk, as they believe it decreases the
likelihood of bad things happening to a company. Source: "Putting a Value on
Governance," Directors & Boards, Spring 1997 by Robert Felton and Alec Hudnut of
McKinsey & Co. and Jennifer Van Heeckeren, University of Oregon.

Since the 1980s Fidelity, a mutual fund giant with $800 billion invested,
has withheld votes for directors at companies that have approved poison pills,
Wall Street Journal, June 12, 2002.

COUNCIL OF INSTITUTIONAL INVESTORS RECOMMENDATION
The Council of Institutional Investors www.cii.org, an organization of 120
pension funds which invests $1.5 trillion, called for shareholder approval of
poison pills. In recent years, various companies have been willing to redeem
existing poison pills or seek shareholder approval for their poison pill. This
includes Columbia/HCA and McDermott International. I believe that our company
should follow suit and allow shareholder input.

ALLOW SHAREHOLDER VOTE REGARDING POISON PILLS
YES ON 4"

THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION: OCCIDENTAL DOES NOT HAVE A
POISON PILL. Occidental has not had a poison pill since 1996, when its
shareholder rights plan expired. The Company has made no efforts since then to
replace the plan.

In response to the Proponent's 2002 stockholder proposal requesting a
policy on poison pills, the Board of Directors adopted the following policy:

OCCIDENTAL PETROLEUM CORPORATION
POLICY ON STOCKHOLDER RIGHTS PLANS

1. For the purposes of this Policy, the term "Stockholder
Rights Plan" refers generally to any plan providing for
the distribution of preferred stock, rights, warrants,
options or debt instruments to the stockholders of
Occidental Petroleum Corporation ("OPC"), designed to
deter nonnegotiated takeovers by conferring certain
rights on stockholders upon the occurrence of a
"triggering event," such as a tender offer or third
party acquisition of a specified percentage of stock.

2. The Nominating and Corporate Governance Committee shall
annually consider whether the Company should adopt a
Stockholder Rights Plan, whether the Company should
condition adoption of a Stockholder Rights Plan on
stockholder approval and whether the Company otherwise
should take any action with respect to a Stockholder
Rights Plan or any policy in respect thereof. The
Nominating and Corporate Governance Committee shall
report its recommendation to the Board of Directors.

3. The recommendation of the Nominating and Corporate
Governance Committee and any action taken by the Board
of Directors on such recommendation shall be reported
to the stockholders of the Company by posting on the
OPC website.

The Board of Directors believes that Occidental's existing policy serves
the best interests of stockholders and the Company. 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.

PROPOSAL 5: ENFORCEABILITY OF STOCKHOLDER VOTES

Mr. Carl Olson, P.O. Box 610, Woodland Hills, CA 91365, the owner of 110
shares of common stock, has notified Occidental that he intends to present the
following proposal at the 2003 Annual Meeting.

"RESOLUTION ON SIGNIFICANCE AND ENFORCEABILITY OF STOCKOWNER VOTES

Be it resolved by the stockowners to request that for each item of business
to be voted on at a stockowner meeting, the proxy statement shall include a
statement of:

1. the percentage of the vote required for approval.

2. the legal effect of the approval. This would include stating if an
effect automatically occurs or if some other specified action(s) would
be required to be taken in order to be implemented. If any other
specified action(s) would be required, an intended timetable of these
actions would be presented.

3. if an item of business is approved, how a stockowner can be informed
as to what action the board or management has taken to implement it.
This would include whether the board and management will make a report
that is distributed to all stockowners, or whether a stockowner would
need to make a request (with details of how the request would be
make). This would also include an intended timetable for board and
management to implement it.

4. if an item of business is approved which requests that the board or
management take (or refrain from taking) some action, and if the board
or management fails to take (or refrain from taking) such action, the

rights of stockowners to enforce the approved item of business (a) by
a process within the corporation and (b) by court action.

SUPPORTING STATEMENT

When we stockowners vote on items of business at stockowners meetings, we
should know the consequences of all the votes. We should also be informed of the
follow-up by the board and management.

The right to know what actions are taken (or the failure to take such
actions) is important for proper corporate governance. Boards and managements
must be accountable for the votes of stockowners, and prompt and full compliance
with them.

Perhaps the best argument for this resolution is that the proxy statement
you are reading does not include a complete statement about the significance and
enforcibility of each item of business, as is requested in this resolution.

Vote yes, and future proxy statements may well have such vital information.
If this resolution is approved, wouldn't you like to know how and whether it is
implemented?"

THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION: In compliance with the
Securities and Exchange Commission's rules under the Securities Exchange Act of
1934, as amended, part of the information requested by this proposal already is
included in the proxy statement or is reported after the meeting in one of the
corporation's periodic reports. However, because the Board of Directors believes
that one of the bases of good corporate governance is improved stockholder
understanding about the governance process, additional disclosure has been
included in this year's proxy statement. For example, the introduction to the
stockholder proposals (see pages 25 and 26) has been expanded to explain what
happens to a proposal that is passed, what actions a stockholder can take if no
action is taken and how to find the status of a proposal. As a result, the Board
believes the proposal has been implemented and that a vote for the proposal is
unnecessary.

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.

STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------

Stockholders interested in submitting a proposal for inclusion in the proxy
statement and proxy card relating to the 2004 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, 2003.

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 16, 2004. Notice of the
proposed item of business 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 2005
--------------------------------------------------------------------------------

The Nominating and Corporate Governance Committee will consider nominees
recommended by stockholders if the stockholder recommendations are forwarded to
the Secretary of Occidental and are otherwise in compliance with Occidental's
By-laws. Under Occidental's By-laws, nominations for directors, other than those
made by the Board of Directors, must be received 70 to 90 days prior to the
anniversary date of the prior year's annual meeting. If the meeting date is not
within 30 days of the anniversary date, the nomination must be received not
later than the tenth day following the earlier of the day on which the notice of
the meeting date was mailed or the day public disclosure of the new date was
made. The stockholder's nomination must include the information required by the
By-laws.

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

Occidental's 2002 Annual Report on Form 10-K is concurrently being 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 13, 2003

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

2001 INCENTIVE COMPENSATION PLAN
(AS AMENDED THROUGH SEPTEMBER 12, 2002 AND AS PROPOSED TO BE AMENDED)
--------------------------------------------------------------------------------

1. PURPOSE OF PLAN. The purpose of this Plan is to provide incentives and
stock-based awards to promote the success of the Company and the interests of
its stockholders and to align the interests of the Company's stockholders,
officers and employees.

2. SHARE LIMITS. Subject to the provisions of Section 6, the capital stock
that may be delivered under this Plan will be Common Shares. Subject to
adjustment as provided in or pursuant to this Section 2 or Section 6:

2.1 AGGREGATE SHARE LIMITS. The maximum number of Common Shares that
may be delivered pursuant to all awards granted under this Plan shall equal
[17,000,000] 27,000,000 shares. The maximum number of Common Shares that may be
delivered pursuant to all awards other than stock options granted under this
Plan shall equal 8,500,000 shares. The maximum number of Common Shares that may
be delivered pursuant to all awards for which payment or vesting is not based
upon the passage of time, stock price appreciation or the satisfaction of
Performance Goals shall equal 850,000 shares.

2.2 INDIVIDUAL LIMITS. The aggregate number of Common Shares subject
to all awards granted under this Plan to any one individual during any three
consecutive calendar years shall be limited to 4,000,000 shares. Awards payable
only in cash and not related to shares made to any one individual during any
calendar year shall be limited to $10,000,000. Awards that are cancelled during
the fiscal year shall be counted against these limits only to the extent
required by Section 162(m).

2.3 REISSUE OF AWARDS AND SHARES. Awards payable in cash or payable in
cash or Common Shares, including restricted shares, that are forfeited,
cancelled, or for any reason do not vest or are not paid under this Plan, and
Common Shares that are subject to awards that expire or for any reason are
terminated, cancelled, fail to vest or are otherwise settled and are not issued,
as well as Common Shares reacquired pursuant to the terms of an award, 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 2, except as may be required by Section
162(m) to the extent required to preserve the status of an award as
"performance-based compensation" under Section 162(m).

3. ADMINISTRATOR OF PLAN. This Plan shall be administered by the
Administrator.

3.1 POWERS OF THE ADMINISTRATOR. Subject to the express provisions of
this Plan, the Administrator 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 Common Shares issuable pursuant thereto, the times (subject to Section
4.6) 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 Administrator's action;

(e) determine whether, and the extent to which,
adjustments are required pursuant to Section 6 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 7.2, any outstanding award may be amended and
make any amendments thereto that the Administrator determines are necessary or
appropriate; and

A-1

(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 5) shall remain in
effect so long as any award remains outstanding under this Plan.

3.2 SPECIFIC ADMINISTRATOR RESPONSIBILITY AND DISCRETION REGARDING
AWARDS. Subject to the express provisions of this Plan, the Administrator, 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 Administrator 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 Common 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 Common 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 Common Shares or
other property otherwise issuable pursuant to such award,

(iv) a cashless exercise, or

(v) any other legal consideration the
Administrator deems appropriate.

(b) accelerate the receipt and/or vesting of benefits
pursuant to the award upon or in connection with (whether before, at the time of
or after) the occurrence of a specified event or events, including, without
limitation, a termination of employment, an event of a personal nature, an event
referenced in Section 6 (in which case the Administrator's discretion shall be
exercised in a manner consistent with Section 6), or otherwise, in any case as
deemed appropriate by the Administrator;

(d) adjust the exercisability, term (subject to other
limits) or vesting schedule of any or all outstanding awards, adjust the number
of Common Shares subject to any award, adjust the price of any or all
outstanding awards or otherwise change previously imposed terms and conditions,
in the circumstances referenced in clause (b) above or in other circumstances or
upon the occurrence of other events (including events of a personal nature) as
deemed appropriate by the Administrator, 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 2 and 7.2;
provided, however, that in no case (other than an adjustment contemplated by
Section 6.2) shall the exercise price of any option or related 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 underlying Common Shares on the grant date of the
original option or stock appreciation right unless specific stockholder consent
is obtained;

(e) authorize (subject to Sections 6, 7, and 9) the
conversion, succession or substitution of one or more outstanding awards upon
the occurrence of an event of the type described in Section 6 or in other
circumstances or upon the occurrence of other events as deemed appropriate by
the Administrator; and/or

(f) determine the value of and acquire or otherwise
settle awards upon termination of employment, upon such terms as the
Administrator (subject to Sections 6, 7 and 9) deems appropriate.

3.3 DECISIONS IN GOOD FAITH; RELIANCE ON EXPERTS. In making any
determination or in taking or not taking any action under this Plan, the
Administrator may obtain and may rely upon the advice of experts, including
employees of and professional advisors to the Company. No director, officer or
agent of the Company shall be liable for any such action or determination taken
or made or omitted under this Plan in good faith. Any action taken by, or
inaction of, the Administrator relating to or pursuant to this Plan shall be
within the absolute discretion of that entity or body and shall be conclusive
and binding on all persons.

3.4 DELEGATION. 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

A-2

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 Administrator 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.

3.5 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 Administrator 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 or Section 162(m), 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. AWARDS.

4.1 TYPE AND FORM OF AWARDS. All awards shall be evidenced in writing
(including electronic form), substantially in the form approved by the
Administrator, and executed on behalf of the Company and, if required by the
Administrator, by the recipient of the award. The Administrator may authorize
any officer (other than the particular recipient) to execute any or all
agreements memorializing any grant of an award by the Administrator under this
Plan. The types of awards that the Administrator 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) Common Shares, (ii) options, stock appreciation
rights (including limited stock appreciation rights), restricted stock (which
shall vest over a period of not less than 3 years), stock units, or similar
rights to purchase or acquire shares, whether at a fixed or variable price or
ratio related to the Common 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 Common 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 (or deferred compensation accounts), 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), Common Shares,
any of which may be payable in Common Shares or cash, and may consist of one or
more of such features in any combination. The stock units and dividend
equivalents authorized hereunder include stock units and dividend equivalents
with respect to the stock option gains and other awards granted under the
Company's 1987 Stock Option Plan, the Company's 1995 Incentive Stock Plan and
this Plan and deferred under the Company's Deferred Stock Program.

4.2 PERFORMANCE-BASED AWARDS. Any of the types of awards listed in
Section 4.1 may be granted as Performance-Based Awards.

4.2.1 SECTION 162(M) AWARDS. The Administrator has discretion to
determine if any Performance-Based Award is intended to be a Section 162(m)
Award. Section 162(m) Awards shall be subject to the following rules and
restrictions:

(a) Performance Goals. The specific Performance Goals in
respect of Section 162(m) Awards, other than Qualifying Options, must be
approved by the Administrator 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;

(b) Class. The eligible class of persons for Section
162(m) Awards shall be executive officers of the Company and its subsidiaries
and, in the discretion of the Administrator, other employees of the Company or
its subsidiaries who are designated by the Administrator 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.

(c) Certification of Payment. Except as otherwise
permitted under Section 162(m), before any Section 162(m) Award is paid, the
Administrator must certify that the Performance Goal and any other material
terms of the Section 162(m) Award were in fact satisfied.

4.2.2 RESERVATION OF DISCRETION. The Administrator 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 4.2. The Administrator may reserve
by express provision in any award agreement the right to reduce the amount
payable in accordance with any standards or on any other basis (including the
Administrator's discretion), as the Administrator may impose.

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4.2.3 ADJUSTMENTS. Performance Goals or other features of an
award under this Section 4.2 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.

4.3 CONSIDERATION FOR SHARES. Common Shares may be issued pursuant to
an award for any lawful consideration as determined by the Administrator,
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 Administrator shall designate in or (except as required by Section 4.2)
by amendment to the award agreement.

4.4 LIMITED RIGHTS. Except as otherwise expressly authorized by the
Administrator or this Plan or in the applicable award agreement, a participant
will not be entitled to any privilege of stock ownership as to any Common 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.

4.5 OPTION/STOCK APPRECIATION RIGHT PRICING LIMITS. The purchase price
per share of the Common Shares covered by any option or the base price of any
stock appreciation right shall be determined by the Administrator at the time of
the grant, but shall not be less than 100% of the Fair Market Value of the
Common Shares on the date of grant.

4.6 TERM LIMITS. 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, Common Shares or
another award that otherwise satisfies the requirements of this Plan.

4.7 TRANSFER RESTRICTIONS. Unless otherwise expressly provided in or
permitted by this Section 4.7, by applicable law or by the award agreement, as
the same may be amended, (i) all awards are non-transferable 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.

4.7.1 EXCEPTIONS BY ADMINISTRATOR ACTION. The Administrator, in
its sole discretion, may permit an award to be transferred to, exercised by and
paid to certain persons or entities related to the participant, including but
not limited to members of the participant's family, or trusts or other entities
whose beneficiaries or beneficial owners are members of the participant's
family, or to such other persons or entities as may be expressly approved by the
Administrator, pursuant to such conditions and procedures as the Administrator
may establish. Any permitted transfer shall be subject to the condition that the
Administrator receive evidence satisfactory to it that the transfer is being
made 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.

4.7.2 EXCLUSIONS. The exercise and transfer restrictions in this
Section 4.7 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 Administrator), 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 Administrator 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 Administrator.

A-4

4.8 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.

4.8.1 POSSIBLE SHARE OFFSET. In any case where a tax is required
to be withheld in connection with the delivery of Common Shares under this Plan,
the Administrator may require or may permit (either at the time of the award or
thereafter) the holder the right to offset, pursuant to such rules and subject
to such conditions as the Administrator 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 such withholding obligation.

4.9 CASH AWARDS. The Administrator 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. 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 2 (as adjusted pursuant to Section 6.2).

6. ADJUSTMENTS; CHANGE IN CONTROL.

6.1 CHANGE IN CONTROL; ACCELERATION AND TERMINATION OF AWARDS. Unless
prior to a Change in Control Event, the Administrator 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, and/or establishes
a different time in respect of such Change in Control Event for such
acceleration, then upon the occurrence of a Change in Control Event:

(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.

In the case of a transaction intended to be accounted for as a
pooling of interests transaction, the Administrator will have no discretion with
respect to these events if the exercise of such discretion would cause the
transaction to no longer be accounted for as a pooling of interests transaction.

The Administrator may override the limitations on acceleration in
this Section 6.1 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 Administrator may
approve. Any acceleration of awards shall comply with applicable legal and
regulatory requirements. Without limiting the generality of the foregoing, the
Administrator 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 Common 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 6.1 that the Company does not survive, or (iii) the consummation
of an event described in Section 6.2 involving a Change in Control Event
approved by the Board, such option or right will terminate, subject to any
provision that has been expressly made by the Administrator 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.

6.2 ADJUSTMENTS. The following provisions will apply if any
extraordinary dividend or other extraordinary distribution occurs in respect of
the Common Shares (whether in the form of cash, Common Shares, other securities,
or other property), or any reclassification, recapitalization, stock split
(including a stock split in the form of

A-5

a stock dividend), reverse stock split, reorganization, merger, combination,
consolidation, split-up, spin-off, repurchase, or exchange of Common Shares or
other securities of the Company, or any similar, unusual or extraordinary
corporate transaction (or event in respect of the Common Shares) or a sale of
substantially all the assets of the Company as an entirety occurs. The
Administrator 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 of Common 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 of
Common 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 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 Common 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 Administrator 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.

7. PLAN AMENDMENT AND TERMINATION.

7.1 AUTHORITY OF THE BOARD. Subject to Sections 7.2 and 7.3, the Board
may amend or terminate this Plan at any time and in any manner.

7.2 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
6 shall not be deemed to constitute a change requiring such consent.

7.3 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

8. EFFECTIVE DATE. This Plan shall be effective as of the date of the
Company's 2001 annual meeting of stockholders, subject to the approval of this
Plan by the requisite vote of stockholders at that meeting.

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
Common 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 (including but not limited to state and
federal securities and banking laws) 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. Any securities
delivered under this Plan shall be subject to such restrictions as the Company
may deem necessary or desirable to assure compliance with all applicable legal
requirements. 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 Administrator to grant awards
or authorize any other compensation, with or without reference to the Common
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

A-6

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 Administrator,
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 (unless otherwise determined by the Administrator)
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
Administrator, 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. Further, the Company may
adopt other compensation programs, plans or arrangements as it deems appropriate
or necessary.

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

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 Administrator 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 Administrator may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Administrator 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 7.

10.5 DEFERRAL. The Administrator may authorize, subject to such
requirements or restrictions as it may impose, the deferral of any payment of
cash or delivery of Common Shares or other property that may become due or
payable under this Plan.

11. DEFINITIONS.

"ADMINISTRATOR" means the Compensation 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 "disinterested person" within the meaning of Rule 16b-3
and an "outside director" within the meaning of Section 162(m).

"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 EVENT" means any of the following:

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

(b) Consummation of a Business Combination, unless (1)
as a result of the Business Combination, more than 50% of the outstanding voting
power of the Successor Entity immediately after the reorganization is, or will
be, owned, directly or indirectly, by 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% 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% of the members of the board of
directors of the entity resulting from the Business Combination were members of
the Board at the time of the execution of the initial agreement or of the action
of the Board approving the Business Combination;

(c) Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act, but excluding any Excluded Person) is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20% 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

A-7

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 Board member
was approved by a vote of at least two-thirds (2/3) of the Board members then
still in office who were Board members at the beginning of such period
(including for these purposes, new members whose election or nomination was so
approved), but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board.

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

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

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

"EFFECTIVE DATE" means the date this Plan shall become effective, as set
forth in Section 9 herein.

"ELIGIBLE PERSON" means any person who is an officer or employee of the
Company or any of its subsidiaries.

"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.

"FAIR MARKET VALUE" means the last reported sales 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), 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 2001 Incentive
Compensation Plan, as it may hereafter be 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 Common Shares, as adjusted,
that may be delivered pursuant to all awards granted under this Plan.

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

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APPENDIX A TO 2001 INCENTIVE COMPENSATION 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 Common
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 Common 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.

A-9

(PROXY CARD)

The shares represented by this proxy card will be voted as directed below. WHERE
NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND
AGAINST PROPOSALS 4 AND 5.
THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL
VOTING POLICY DESCRIBED ON PAGE 1 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) Ronald W. Burkle (07) Dale R. Laurance
(02) John S. Chalsty (08) Irvin W. Maloney
(03) Edward P. Djerejian (09) Rodolfo Segovia
(04) R. Chad Dreier (10) Aziz D. Syriani
(05) John E. Feick (11) Rosemary Tomich
(06) Ray R. Irani (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 [ ] [ ] [ ]
public accountants.

FOR AGAINST ABSTAIN
PROPOSAL 3 Approval of amendment to
the 2001 Incentive Compensation Plan. [ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
PROPOSALS 4 AND 5.
FOR AGAINST ABSTAIN
PROPOSAL 4 Stockholder
vote regarding poison [ ] [ ] [ ]
pills.

FOR AGAINST ABSTAIN
PROPOSAL 5 Enforceability
of stockholder vote. [ ] [ ] [ ]

Please disregard if you have previously provided your consent [ ]
decision.

By checking the box to the right, I consent to future delivery of
annual reports, proxy statements, prospectuses and other
materials and shareholder communications electronically via
the Internet at a webpage which will be disclosed to me. I under-
stand that the Company may no longer distribute printed materi-
als to me from any future shareholder meeting until such
consent is revoked. I understand that I may revoke my consent
at any time by contacting the Company's transfer agent,
Mellon Investor Services LLC, Ridgefield Park, NJ and that
costs normally associated with electronic delivery, such as
usage and telephone charges as well as any costs I may incur
in printing documents, will be my responsibility.

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

NOTE: Please sign as name appears above. Joint owners should each sign. When
signing as executor, administrator, trustee or other fiduciary, please indicate
such capacity.

--------------------------------------------------------------------------------
^ DETACH HERE FROM PROXY CARD ^

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

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.EPROXY.COM/OXY
Use the Internet to vote your proxy.
Have your proxy card in hand when you
access the web site. You will be prompted
to enter your control number, located in
the box below, to create and submit an
electronic ballot.
--------------------------------------------

--------------------------------------------
TELEPHONE
1-800-435-6710
Use any touch-tone telephone to
vote your proxy. Have your proxy card
in hand when you call. You will be
prompted to enter your control number,
located in the box below, and then
follow the directions given.
--------------------------------------------

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

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

IF YOU VOTE YOUR PROXY 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

--------------------------------------------------------------------------------
^ DETACH HERE AND BRING TO ANNUAL MEETING ^

[OXY LOGO] BRING THIS ADMISSION TICKET WITH YOU TO THE MEETING ON APRIL 25.
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, 2003, the record
date.

GRAND BALLROOM MEETING HOURS
The St. Regis Hotel Registration begins 9:30 A.M.
2055 Avenue of the Stars Refreshments from 9:30 to 10:30 A.M.
Los Angeles, California Meeting starts at 10:30 A.M.

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, DR. DALE R. LAURANCE and AZIZ D. SYRIANI, 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 April 25,2003, 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 1 of the Proxy Statement.

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

YOU CAN NOW ACCESS YOUR ACCOUNT ONLINE.

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

Mellon Investor Services LLC, the registrar and transfer agent for Occidental
Petroleum Corporation, now makes it easy and convenient to get current
information on your stockholder account. After a simple, and secure process of
establishing a Personal Identification Number (PIN), you are ready to log in and
access your account to:

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.

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

DIRECTIONS TO THE ST. REGIS HOTEL
AND PARKING FOR STOCKHOLDERS

o From either direction on the 405 (San Diego
Freeway), take the Santa Monica Boulevard exit
East.

[MAP] o Proceed to Avenue of the Stars and turn right.

o Continue on Avenue of the Stars. Hotel will be
on the right at Olympic Way.

o Enter Hotel parking driveway.

THE PARKING FEE AT THE ST. REGIS 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 will be voted as directed
below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1, 2
AND 3 AND AGAINST PROPOSALS 4 AND 5.
IN ACCORDANCE WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, YOUR
VOTE MUST BE KEPT CONFIDENTIAL BY THE TRUSTEE.