EXHIBIT 10.5


                        OCCIDENTAL PETROLEUM CORPORATION
                        2001 INCENTIVE COMPENSATION PLAN
                           RESTRICTED SHARE UNIT AWARD
                              TERMS AND CONDITIONS
                     (MANDATORY DEFERRED ISSUANCE OF SHARES)



Date:                    July 16, 2003

Number of Restricted
Share Units:             See "Shares Granted/Awarded" (Grant Acknowledgment
                         screen)

Vesting Schedule:        1st Anniversary     33 1/3 Percent of Restricted Share
                                             Units
                         2nd Anniversary     33 1/3 Percent of Restricted Share
                                             Units
                         3rd Anniversary     33 1/3 Percent of Restricted Share
                                             Units

The following TERMS AND CONDITIONS (these "Terms and Conditions") made as of the
Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation
("Occidental") and, with its subsidiaries, (the "Company"), and the Eligible
Employee receiving this Award (the "Grantee").

1.   GRANT OF RESTRICTED SHARE UNITS. In accordance with these Terms and
Conditions and the Occidental Petroleum Corporation 2001 Incentive Compensation
Plan, as amended from time to time (the "Plan"), Occidental grants to the
Grantee as of the Date of Grant, the right to receive, at the end of the
Deferral Period in accordance with Grantee's distribution election, Common
Shares equal to the number of Restricted Share Units that vest according to the
schedule set forth above. For the purposes of these Terms and Conditions, (a)
Deferral Period means the period commencing on the date the Restricted Share
Units vest and ending on the earlier of the date the Grantee retires under a
Company-sponsored retirement plan or the date the Grantee's employment with the
Company terminates for any other reason, and (b) Restricted Share Unit means a
bookkeeping entry equivalent to a whole or fractional Common Share. Restricted
Share Units are not shares and have no voting rights or, except as stated in
Section 5, dividend rights.

2.   RESTRICTIONS ON TRANSFER. Neither these Terms and Conditions, the
Restricted Share Units nor the right to receive Common Shares may be transferred
or assigned by the Grantee other than (i) to a beneficiary designated on a form
approved by the Company, by will or, if the Grantee dies without designating a
beneficiary or a valid will, by the laws of descent and distribution, or (ii)
pursuant to a domestic relations order (if approved or ratified by the
Administrator).

3.   VESTING AND FORFEITURE OF RESTRICTED SHARE UNITS. (a) Subject to Sections
3(b) and (c), on each anniversary of the Date of Grant the amount of Restricted
Share Units indicated above in the Vesting Schedule for such anniversary will
vest and become non-forfeitable if the Grantee remains in the continuous employ
of the Company through such Date. In the event that the Vesting Schedule results
in a fractional share unit, the fractional share unit will be rounded to a whole
share as follows: for Restricted Share Units vesting on the first anniversary,
the fraction will be rounded up to the nearest whole number; for Restricted
Share Units vesting on the third anniversary, the fraction will be rounded down
to the nearest whole number; and for Restricted Share Units vesting on the
second anniversary, the fraction will be rounded up or down to the nearest whole
number as necessary so that the sum of the vested Restricted Share Units will
equal the number of Restricted Share Units indicated above. 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.

     (b)  Notwithstanding Section 3(a), if the Grantee dies or becomes
permanently disabled while in the employ of the Company, retires under a
Company-sponsored retirement plan or with the consent of the Company, or
terminates employment for the convenience of the Company (each of the foregoing,
a "Vesting Event"), then Restricted Share Units that have not vested prior to
the date of the Vesting Event will become fully vested and nonforfeitable as of
such date.



     (c)  Notwithstanding Section 3(a), if a Change in Control Event occurs
prior to the end of the Vesting Schedule, all of the Restricted Share Units that
have not yet vested shall immediately become fully vested and nonforfeitable.

4.   DEFERRAL OF COMMON SHARE PAYOUT. By accepting these Terms and Conditions,
the Grantee has agreed that the receipt of the Common Shares will be deferred in
accordance with the terms and conditions of the Occidental Petroleum Corporation
Deferred Stock Program as such Program may be amended from time to time. The
administration of the Deferred Stock Program is governed by the Executive
Compensation and Human Resources Committee, whose decision on all matters shall
be final. The deferral of receipt of any Common Shares upon the vesting of the
Restricted Share Units is irrevocable and cannot be changed or canceled. As a
result of the deferral, no Common Shares will be issued pursuant to these Terms
and Conditions upon the vesting of the Restricted Share Units, and the
Restricted Share Units will continue to be recorded as a bookkeeping entry.

5.   CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Restricted Share Units 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 Common Shares until the shares vest, or, if earlier, up to the date
on which the Grantee forfeits all or any portion of the Restricted Share Units.
Until the Restricted Share Units have vested, 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.

6.   NO EMPLOYMENT CONTRACT. Nothing in these Terms and Conditions 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.

7.   TAXES AND WITHHOLDING. If the Company must withhold any federal, state,
local or foreign tax in connection with the issuance or vesting of the
Restricted Share Units or other securities or the payment of Dividend
Equivalents pursuant to these Terms and Conditions, the Grantee by accepting
these Terms and Conditions agrees that, so long as the Grantee is an employee of
the Company for tax purposes, all or any part of any such withholding obligation
shall be deducted from the Grantee's regular pay.

8.   COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal and state securities laws; however, the Company will
not issue any Common Shares or other securities pursuant to these Terms and
Conditions if their issuance would result in a violation of any such law.

9.   RELATION TO OTHER BENEFITS. The benefits received by the Grantee under
these Terms and Conditions will not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit sharing,
retirement or other benefit or compensation plan maintained by the Company,
including the amount of any life insurance coverage available to any beneficiary
of the Grantee under any life insurance plan covering employees of the Company.
This grant of Restricted Share Units does not create any contractual or other
right to receive future grants of Restricted Share Units, or benefits in lieu of
Restricted Share Units, even if Grantee has a history of receiving Restricted
Share Units or other stock awards.

10.  ADJUSTMENTS. The number or kind of shares of stock covered by this
Restricted Share Unit Award may be adjusted as the Administrator determines
pursuant to Section 6.2 of the Plan in order to prevent dilution or expansion of
the Grantee's rights under these Terms and Conditions as a result of events such
as stock dividends, stock splits, or other change in the capital structure of
Occidental, or any merger, consolidation, spin-off, liquidation or other
corporate transaction or event having a similar effect. If any such adjustment
occurs, the Company will give the Grantee written notice of the adjustment
containing an explanation of the nature of the adjustment.


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11.  AMENDMENTS. Any amendment to the Plan or the Deferred Stock Program will be
deemed to be an amendment to these Terms and Conditions to the extent it is
applicable to these Terms and Conditions or the deferrals made pursuant to these
Terms and Conditions; however, no amendment will adversely affect the rights of
the Grantee under these Terms and Conditions without the Grantee's consent.

12.  SEVERABILITY. If one or more of the provisions of these Terms and
Conditions is invalidated for any reason by a court of competent jurisdiction,
the invalidated provisions shall be deemed to be separable from the other
provisions of these Terms and Conditions, and the remaining provisions of these
Terms and Conditions will continue to be valid and fully enforceable.

13.  RELATION TO PLAN; INTERPRETATION. These Terms and Conditions are subject to
the terms and conditions of the Plan. In the event of any inconsistent
provisions between these Terms and Conditions and the Plan, the provisions of
the Plan control. Capitalized terms used in these Terms and Conditions without
definition have the meanings assigned to them in the Plan. References to
Sections are to Sections of these Terms and Conditions unless otherwise noted.

14.  SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 3, the provisions of
these Terms and Conditions shall be for the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and assigns of the
Grantee, and the successors and assigns of the Company.

15.  GOVERNING LAW. The laws of the State of Delaware govern the interpretation,
performance, and enforcement of these Terms and Conditions.

16.  PRIVACY RIGHTS. The Company and the Grantee's employer hold or may receive
from any agent designated by the Company certain personal information about the
Grantee, including, but not limited to, the Grantee's name, home address and
telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships
held in Occidental, details of this Restricted Share Unit award or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Grantee's favor, for the purpose of implementing,
administering and managing the Plan, including complying with applicable tax and
securities laws ("Data"). Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan. These
recipients may be located in the Grantee's country or elsewhere, and may have
different data privacy laws and protections than the Grantee's country. By
accepting these Terms and Conditions, the Grantee authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes described above. The Grantee may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting the Administrator in writing. Refusing or
withdrawing consent may affect the Grantee's ability to participate in the Plan.

17.  ELECTRONIC DELIVERY. The Company may, in its sole discretion, decide to
deliver any documents related to this Restricted Share Unit award granted under
the Plan or future awards that may be granted under the Plan (if any) by
electronic means or to request the Grantee's consent to participate in the Plan
by electronic means. The Grantee hereby consents to receive such documents by
electronic delivery and, if requested, to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

18.  GRANTEE'S REPRESENTATIONS AND RELEASES. By accepting this award, the
Grantee acknowledges that the Grantee has read these Terms and Conditions and
understands that (i) the grant of this Restricted Share Unit award is made
voluntarily by Occidental in its discretion with no liability on the part of any
of its direct or indirect subsidiaries and that, if the Grantee is not an
employee of Occidental, the Grantee is not, and will not be considered, an
employee of Occidental but the Grantee is a third party (employee of a
subsidiary) to whom this Restricted Share Unit award is granted; (ii) the future
value of any Common shares issued pursuant to this Restricted Share Unit award
cannot be predicted and Occidental does not assume liability in the event such
Common Shares have no value in the future; and, (iii) subject to the terms of
any tax equalization agreement between the Grantee and the entity employing the
Grantee, the


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Grantee will be solely responsible for the payment or nonpayment of taxes
imposed or threatened to be imposed by any authority of any jurisdiction.

In consideration of the grant of this Restricted Share Unit award, no claim or
entitlement to compensation or damages shall arise from termination of this
Restricted Share Unit award or diminution in value of this Restricted Share Unit
award or Common Shares issued pursuant to this Restricted Share Unit award
resulting from termination of the Grantee's employment by the Company or the
Grantee's employer (for any reason whatsoever and whether or not in breach of
local labor laws) and the Grantee irrevocably releases the Company and, if not
Occidental, the Grantee's employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by accepting these Terms and Conditions, the
Grantee shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim.


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