OCCIDENTAL PETROLEUM CORPORATION 2005 LONG-TERM INCENTIVE PLAN TOTAL SHAREHOLDER RETURN INCENTIVE AWARD AGREEMENT

EXHIBIT 10.2

OCCIDENTAL PETROLEUM CORPORATION

2005 LONG-TERM INCENTIVE PLAN

TOTAL SHAREHOLDER RETURN INCENTIVE AWARD AGREEMENT

(Equity-based, Equity and Cash-settled Award)

THIS AGREEMENT (this “Agreement”) is made as of the Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (“Occidental” and, with its subsidiaries, the “Company”), and Grantee.

1.   GRANT OF TARGET PERFORMANCE SHARES. In accordance with this Agreement and the Occidental Petroleum Corporation 2005 Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”), Occidental grants to the Grantee as of the Date of Grant, the right to receive 60% in Shares and 40% in cash up to 200% of the number/value of Target Performance Shares. For the purposes of this Agreement, “Target Performance Shares” means a bookkeeping entry that records the equivalent of Shares awarded pursuant to Section 4.2 of the Plan that is payable upon the achievement of the Performance Goal. Target Performance Shares are not Shares and have no voting rights or, except as stated in Section 6, dividend rights.

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

(b) Further, 50% of net after-tax Shares received under this Agreement to any individual who was a Named Executive Officer during the last completed fiscal year prior to vesting may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee other than (i) to a beneficiary designated on a form approved by the Company (if enforceable under local law), by will or, if the Grantee dies without designating a beneficiary of a valid will, by the laws of descent and distribution, (ii) pursuant to a domestic relations order, if applicable (if approved or ratified by the Committee), or (iii) until the third anniversary date of the vesting of the Shares under this Award. Any purported transfer, encumbrance or other disposition of the Shares that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Shares. For purposes of this Agreement, “Named Executive Officer” has the meaning ascribed thereto pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934.

3.   PERFORMANCE GOAL. The Performance Goal for the Performance Period is a peer company comparison based on Total Shareholder Return (defined as Total Stockholder Return in the Plan), as set forth on Exhibit 1. Total Shareholder Return shall be calculated for each peer company using the average of its last reported sale price per share of common stock on

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the New York Stock Exchange - Composite Transactions for the last ten trading days preceding July 15, 2009 and the average of its last reported sale price per share of common stock on the New York Stock Exchange - Composite Transactions for the last ten trading days preceding July 14, 2013. The peer companies are: Anadarko Petroleum Corporation, Apache Corporation, BP p.l.c., Chevron Corporation, ConocoPhillips, Devon Energy Corporation, ExxonMobil Corporation and Royal Dutch Shell plc. If a peer company ceases to be a publicly-traded company at any time during the Performance Period or the Committee determines pursuant to Section 7 of this Agreement to reflect a change in circumstances with respect to any peer company, then such company will be removed as a peer company and the achievement of the Performance Goal will be determined with respect to the remaining peer companies as set forth on Exhibit 1.

4.   VESTING AND FORFEITURE OF TARGET PERFORMANCE SHARES. (a) If the Grantee fails to accept this award prior to the next record date for the payment of dividends on Shares subsequent to the Date of Grant, then, notwithstanding any other provision of this award, the Grantee shall forfeit all rights under this award and this award will become null and void. For purposes of this section, acceptance of the award shall occur on the date the Company receives an original of this Agreement signed by the Grantee.

(b) The Grantee must remain in the continuous employ of the Company through the last day of the Performance Period to receive payment of this award. The continuous employment of the Grantee will not be deemed to have been interrupted by reason of the transfer of the Grantee’s employment among the Company and its affiliates or an approved leave of absence. However, if, prior to the end of the Performance Period, the Grantee dies or becomes permanently disabled while in the employ of the Company and terminates as a result thereof, retires with the consent of the Company, or terminates employment for the convenience of the Company (each of the foregoing, a “Forfeiture Event”), then the number of Target Performance Shares upon which the Grantee's award is based will be reduced on a pro rata basis based upon the number of days remaining in the Performance Period following the date of the Forfeiture Event. If the Grantee terminates employment voluntarily or is terminated for cause before the end of the Performance Period, then this Agreement will terminate automatically on the date of Grantee’s termination and Grantee shall forfeit the right to receive any Shares or cash hereunder.

(c) The Grantee's right to receive payment of this award in an amount not to exceed 200% of the Target Performance Shares, rounded up to the nearest whole share, will be based on, and become nonforfeitable upon the Committee’s certification of, the attainment of the Performance Goal.

(d) Notwithstanding Section 4(c), if a Change in Control event occurs prior to the end of the Performance Period, the Grantee's right to receive payment at the Target Performance Share level (as adjusted for any Forfeiture Event pursuant to Section 4(b)) will become nonforfeitable. The right to receive Shares and cash in excess of the Target Performance Share level (as adjusted for any Forfeiture Event pursuant to Section 4(b)) will be forfeited.

(e) Notwithstanding Section 4(c), if Occidental’s Total Shareholder Return does not exceed the Total Shareholder Return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) for the same period, the Grantee’s right to receive Shares and cash in excess of the Target Performance Share level will be forfeited. This comparison shall be calculated using Occidental’s Total Shareholder Return as defined under Section 3, and by using the average of

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the closing S&P 500 Index value for the last ten trading days preceding July 15, 2009 and the average of the closing S&P 500 Index value for the last ten trading days preceding July 14, 2013 to calculate the Total Shareholder Return for the S&P 500 Index.

5.   PAYMENT OF AWARDS. The Target Performance Shares as adjusted pursuant to Sections 4 and 7 of this Agreement will be settled 60% in Shares and 40% in cash. The cash payment will equal the closing price of the Shares on the New York Stock Exchange on the date of the Committee’s certification (the “Certification Date Value”) of the attainment of the Performance Goal multiplied by 40% of the Target Performance Shares earned at the Performance Goal level attained and will be paid as promptly as practicable after such date. The Shares covered by this Agreement or any prorated portion thereof shall be issued to the Grantee as promptly as practicable after the Committee's certification of the attainment of the Performance Goal or the Change in Control event, as the case may be. Each of the cash payment and the Shares shall in any event be made no later than the 15 ^th day of the third month following the end of the first taxable year in which the award is no longer subject to a substantial risk of forfeiture.

6.   CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number of Target Performance Shares listed above, the Grantee will be credited on the books and records of Occidental with an amount (the “Dividend Equivalent”) equal to the amount per share of any cash dividends declared by the Board on the outstanding Shares as and when declared with a record date during the period beginning on the Date of Grant and ending with respect to any portion of the Target Performance Shares covered by this Agreement on the date on which the Grantee's right to receive such portion becomes nonforfeitable, or, if earlier, the date on which the Grantee forfeits the right to receive such portion. Occidental will pay in cash to the Grantee an amount equal to the Dividend Equivalents credited to such Grantee as promptly as may be practicable after the Grantee has been credited with a Dividend Equivalent.

7.   ADJUSTMENTS. (a) The number of Target Performance Shares or kind of shares of stock covered by this Agreement shall be adjusted as the Committee determines pursuant to Section 7.2 of the Plan in order to prevent dilution or expansion of the Grantee's rights under this Agreement as a result of events such as stock dividends, stock splits or other changes in the capital structure of Occidental, or any merger, consolidation, spin-off, liquidation or other corporate transaction having a similar effect. If any such adjustment occurs, the Company will give the Grantee written notice of the adjustment.

(b) In addition, the Committee may adjust the Performance Goal or other features of this Grant as permitted by Section 5.2.3 of the Plan.

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

9.   TAXES AND WITHHOLDING. Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local tax and non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee

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acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Total Shareholder Return Incentive Award, including the grant or vesting of the Total Shareholder Return Incentive Award and the receipt of Dividend Equivalents; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Total Shareholder Return Incentive Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (A) in connection with the issuance of any Shares or the payment of cash or any other consideration pursuant to this Total Shareholder Return Incentive Award (other than the payment of Dividend Equivalents), 40% from any cash amount payable under this Agreement and, 60% from the Shares that are issued or transferred to the Grantee pursuant to this Agreement, unless the Grantee otherwise instructs the Company in writing not less than thirty (30) days prior to the end of the Performance Period, or (B) in connection with the granting of Target Performance Shares or the payment of Dividend Equivalents pursuant to this grant of Target Performance Shares, from the Grantee’s wages or other cash compensation (including Dividend Equivalents). The Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s receipt of this Total Shareholder Retur