AMENDMENT NO. 1 TO OCCIDENTAL PETROLEUM CORPORATION 1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS RESTRICTED STOCK AGREEMENT

EXHIBIT 10.2

AMENDMENT NO. 1 TO

OCCIDENTAL PETROLEUM CORPORATION

1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

RESTRICTED STOCK AGREEMENT

Amendment No. 1, dated _______, 2007 (this “Amendment”), to the Restricted Stock Agreement, dated____________(the “Agreement”), between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation ("Occidental” or the "Company"), and _____________________ (the “Grantee”).

1.         Section 2 of the Agreement is deleted in its entirety and the following is substituted in its stead:

“2. Restrictions on Transfer of Restricted Stock. Until the sixth anniversary date of this grant, the shares of Restricted Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to Occidental; provided, however, that (i) the Grantee may designate from time to time any beneficiary or beneficiaries to whom any shares of Restricted Stock and any cash amounts are to be paid in cas