GLOBAL AMENDMENT TO RESTRICTED SHARE UNIT AWARD AGREEMENTS (December 9, 2002 Awards)

EXHIBIT 10.2

GLOBAL AMENDMENT

TO

RESTRICTED SHARE UNIT AWARD AGREEMENTS

(December 9, 2002 Awards)

WHEREAS, Occidental Petroleum Corporation (the “Corporation”) granted certain Restricted Share Unit Awards (the “Awards”) to the individuals listed on Appendix A attached hereto (each a “Grantee”) on December 9, 2002;

WHEREAS, each Grantee’s Awards are subject to an Occidental Petroleum Corporation 2001 Incentive Compensation Plan Restricted Share Unit Agreement (the “Agreement”);

WHEREAS, Section 409A of the Internal Revenue Code (“Section 409A”) provides rules regarding the deferral of taxation of non-qualified deferred compensation plans, effective for amounts that were not earned and vested as of December 31, 2004;

WHEREAS, proposed regulations issued by the Internal Revenue Service allow plan sponsors to amend deferred compensation arrangements to permit participants to change the time and/or form of distribution if such change is made before December 31, 2006, does not provide for distribution in 2006, and does not defer amounts that would otherwise be paid in 2006 (the “Transition Rule”);

WHEREAS, the Awards that were not vested as of December 31, 2004 are subject to Section 409A; and

WHEREAS, the Corporation has decided to permit the Grantees to make certain distribution elections in accordance with the Transition Rule.

NOW THEREFORE, effective October 12, 2006, each Agreement is amended to add the following provision:

“15.     Special Transition Election.

Notwithstanding anything herein to the contrary, pursuant to the transition rules under Section 409A of the Code and the regulations and guidance thereunder, the Grantee may make a new distribution election with respect to his Restricted Share Units that remain unvested on December 31, 2006. As part of such special election, the Grantee may elect to receive a distribution (A) upon termination of employment in accordance with the general terms and conditions of the Occidental Petroleum Corporation 2005 Deferred Stock Program (the “2005 Deferral Program”) pursuant to any elections in effect on January 1, 2007, or as subsequently changed in accordance with the terms of the 2005 Deferral Program or (B) in 2008 or, if later, upon vesting. Any election under this Section 15 must be made by November 3, 2006 or such later date as permitted by the Company, but in no event later than December 31, 2006. Any Restricted Share Units that

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are subject to a 2008 distribution election under this Section 15 shall, upon vesting, be credited to a special subaccount of the Grantee’s Deferred Share Account under the 2005 Deferral Program as described in Section 3.3(b) of the 2005 Deferral Program and distributed in 2008 as described therein. Any Restricted Share Units that a Grantee elects to be paid out at vesting shall not be credited under the 2005 Deferral Program.”

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Global Amendment to Restricted Share Unit Award Agreements this ___________ day of ______________, 2006.

OCCIDENTAL PETROLEUM CORPORATION

By:

[name]

[title]

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