Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On February 9, 2021, the Board of Directors (the "Board") of Occidental Petroleum Corporation ("Occidental") elected Gary Hu to the Board and appointed Mr. Hu to serve as a member of the Advisory Committee and the Audit Committee, each effective immediately. Mr. Hu is a director designated by Carl C. Icahn and certain affiliated persons (the "Icahn Group") in accordance with that certain Director Appointment and Nomination Agreement dated as of March 25, 2020, by and among Occidental, the Icahn Group and, for certain limited purposes, Margarita Paláu-Hernández. Mr. Hu replaces Nicholas Graziano, who had been an Icahn Group designee and resigned from the Board, effective February 9, 2021.

Mr. Hu has served as a Portfolio Manager of Icahn Capital L.P. ("Icahn Capital") since October 2020. Prior to joining Icahn Capital, he held investment management roles at Silver Point Capital LP, a credit-focused investment fund, and Stockbridge Investors, the public securities affiliate of Berkshire Partners LLC, a leading middle market private equity firm. Mr. Hu graduated summa cum laude from the University of Pennsylvania with a B.S.Econ in Finance and Accounting from The Wharton School and a B.A.S. in Computer Science from the School of Engineering and Applied Science.

Pursuant to Occidental's compensation program for non-employee directors, Mr. Hu will receive (i) a pro rata portion of the 2020-2021 common stock equity award granted to non-employee directors and (ii) a pro rata portion of the 2020-2021 retainer paid to non-employee directors.

Mr. Graziano's resignation was not a result of any disagreement with Occidental or any matter relating to Occidental's operations, policies (including accounting or financial policies) or practices.

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