Stockholder’s and Registration Rights Agreement

US 3079273v.4

by and between

Occidental Petroleum Corporation

and

California Resources Corporation

Dated as of November 25, 2014

TABLE OF CONTENTS

ARTICLE I
Definitions    1

ARTICLE II
Registration Rights    7

ARTICLE III
Voting Restrictions    17

ARTICLE IV
Miscellaneous    17

STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT

This Stockholder’s and Registration Rights Agreement (this “ Agreement ”) is made as of November 25, 2014 by and between Occidental Petroleum Corporation, a Delaware corporation (“ Occidental ”), and California Resources Corporation, a Delaware corporation and wholly owned subsidiary of Occidental (“ CRC ”) and is effective as of the Effective Time. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01 .

RECITALS

A. Pursuant to the Separation and Distribution Agreement, dated as of November 25, 2014 (the “ Separation and Distribution Agreement ”), by and between Occidental and CRC, Occidental will distribute at least 80.1% of the outstanding shares of common stock, par value $0.01 per share, of CRC (the “ CRC Common Stock ”) to Occidental’s stockholders (the “ Distribution ”).

B. Occidental may Transfer those shares of CRC Common Stock that are not distributed in the Distribution (such shares not distributed in the Distribution, the “ Retained Shares ”) through one or more transactions, including pursuant to one or more transactions registered under the Securities Act.

C. CRC desires to grant to Occidental the Registration Rights for the Retained Shares and other Registrable Securities, subject to the terms and conditions of this Agreement.

D. Occidental desires to grant CRC a proxy to vote the Retained Shares in proportion to the votes cast by holders of CRC Common Stock other than Occidental (the “ Other CRC Holders ”), subject to the terms and conditions of this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I
Definitions

Section 1.01      Definitions .

As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. As used in this definition, the term “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, from and after the Distribution Date, no member of the CRC Group shall be deemed to be an Affiliate of any member of the Occidental Group, and no member of the Occidental Group shall be deemed to be an Affiliate of any member of the CRC Group.

“ Agreement ” has the meaning set forth in the preamble.

“ Ancillary Filings ” has the meaning set forth in Section 2.02(a)(i) .

“ Board ” means the board of directors of CRC.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which banking institutions doing business in New York, New York, are authorized or obligated by law or required by executive order to be closed.

“ CRC ” has the meaning set forth in the preamble and shall include CRC’s successors by merger, acquisition, reorganization or otherwise.

“ CRC Common Stock ” has the meaning set forth in the recitals.

“ CRC Offering Confidential Information ” means, with respect to a Demand Registration or Exchange Offer, any information (including information contained in draft supplements or amendments to offering materials) provided to Occidental by CRC in connection with a Demand Registration; provided , that CRC Offering Confidential Information shall not include information that (x) was or becomes generally available to the public (including as a result of the filing of the relevant Registration Statement) other than as a result of a disclosure by Occidental, (y) was or becomes available to Occidental from a source not bound by any confidentiality agreement with CRC or (z) was otherwise in Occidental’s possession prior to it being furnished to Occidental by CRC.

“ CRC Group ” means CRC, each Subsidiary of CRC immediately after the Distribution Date and each Affiliate of CRC immediately after the Distribution Date (in each case other than any member of the Occidental Group).

“ Demand Registration ” has the meaning set forth in Section 2.01(b) .

“ Dispute ” has the meaning set forth in Section 4.03(a) .

“ Distribution ” has the meaning set forth in the recitals.

“ Distribution Date ” means the date and time at which the Distribution occurs.

“ Effective Time ” means 11:59 p.m., CST, on November 30, 2014.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Exchange Offer ” means an offer or series of offers registered under the Securities Act by CRC pursuant to a Registration Statement pursuant to which Occidental shall offer, at one time or from time to time on a delayed basis, one or more of Occidental’s stockholders the opportunity to exchange outstanding shares of common stock of Occidental held by such Occidental stockholder(s) for Exchange Securities pursuant to the terms for the exchange determined by Occidental and disclosed in the Registration Statement (including amendments or supplements thereto).

“ Exchange Securities ” means Registrable Securities registered on a Registration Statement to be issued to Occidental’s stockholders in exchange for outstanding shares of common stock of Occidental in connection with an Exchange Offer.

“ Governmental Authority ” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Indemnifying Party ” has the meaning set forth in Section 2.05(c) .

“ Indemnitee ” has the meaning set forth in Section 2.05(c) .

“ Loss ” and “ Losses ” have the meaning set forth in Section 2.05(a) .

“ Notes Registration Rights Agreement ” means that Registration Rights Agreement dated October 1, 2014 among CRC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers and other parties thereto relating to the Notes Securities.

“ Notes Securities ” means CRC’s 5.00% Senior Notes due 2020, 5.50% Senior Notes due 2021 and 6.00% Senior Notes due 2024.

“ Occidental ” has the meaning set forth in the preamble and shall include Occidental’s successors by merger, acquisition, reorganization or otherwise.

“ Occidental Group ” means Occidental and each Subsidiary of Occidental immediately after the Distribution Date (in each case other than any member of the CRC Group).

“ Occidental Offering Confidential Information ” means, with respect to a Demand Registration or Exchange Offer, (i) Occidental’s plan to file the relevant Registration Statement and engage in any Exchange Offer so registered and (ii) any information regarding any Exchange Offer (including the potential timing, number of shares, exchange ratio and dealer manager); provided , that Occidental Offering Confidential Information shall not include information that (x) was or becomes generally available to the public (including as a result of the filing of the relevant Registration Statement) other than as a result of a disclosure by CRC, (y) was or becomes available to CRC from a source not bound by any confidentiality agreement with Occidental or (z) was otherwise in CRC’s possession prior to it being furnished to CRC by Occidental.

“ Other CRC Holders ” has the meaning set forth in the recitals.

“ Person ” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“ Registrable Securities ” means the Retained Shares and any shares of CRC Common Stock or other CRC securities issued with respect to, in exchange for, or in replacement of such Retained Shares; provided , that the term “Registrable Securities” excludes any security (i) the offering and Transfer of which has been effectively registered under the Securities Act and which has been Transferred in accordance with a Registration Statement, (ii) that has been Transferred by Occidental in a transaction or transactions exempt from the registration and prospectus delivery requirements of the Securities Act such that the further Transfer of such securities by the transferee or assignee is not restricted under the Securities Act, including any subsequent pro rata distribution of the Retained Shares to Occidental’s shareholders, or (iii) that has been Transferred by Occidental in a transaction in which Occidental’s rights under this Agreement are not, or cannot be, assigned.

“ Registration ” means a registration with the SEC of the offer and Transfer to the public of any Registrable Securities under a Registration Statement. The terms “ Register ” and “ Registering ” shall have correlative meanings.

“ Registration Expenses ” means all expenses incident to CRC’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications within the United States of any Registrable Securities being registered), (iii) printing expenses, messenger, telephone and delivery expenses, (iv) internal expenses of the CRC Group (including all salaries and expenses of employees of members of the CRC Group performing legal or accounting duties), (v) fees and disbursements of counsel for CRC and customary fees and expenses for independent certified public accountants retained by the CRC Group (including the expenses of any comfort letters or costs associated with the delivery by CRC Group members’ independent certified public accountants of comfort letters customarily requested by underwriters or dealer managers) and (vi) fees and expenses of listing any Registrable Securities on any securities exchange on which the shares of CRC Common Stock are then listed and Financial Industry Regulatory Authority registration and filing fees; but excluding all expenses incurred in connection with the printing, mailing and delivering of copies of any Registration Statement, any Prospectus, any other offering documents and any amendments and supplements thereto to any dealers; any fees and expenses of the underwriters or dealer managers, the cost of preparing, printing or producing any blue sky or legal investment memoranda, any selling agreements and any other similar documents in connection with the offering, Transfer, distribution or delivery of the Registrable Securities or other shares of CRC Common Stock to be Transferred, costs and expenses relating to any investor presentations on any “road show” presentations undertaken in connection with marketing of the Registrable Securities and any fees and expenses of one counsel to Occidental and one counsel to the underwriters or dealer managers.

“ Registration Rights ” means the rights of Occidental to cause CRC to Register Registrable Securities pursuant to Article II .

“ Registration Rights Period ” has the meaning set forth in Section 2.01(b) .

“ Registration Statement ” means any registration statement of CRC filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference into such registration statement.

“ Retained Shares ” has the meaning set forth in the recitals.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Separation and Distribution Agreement ” has the meaning set forth in the recitals.

“ Subsequent Transferee ” has the meaning set forth in Section 4.06(b) .

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (x) the total combined voting power of all classes of voting securities of such Person, (y) the total combined equity interests or (z) the capital or profit interests, in the case of a partnership, or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Transfer ” means the direct or indirect transfer, sale, assignment or other disposition of a security. The term “ Transferred ” shall have correlative meaning.

“ Transferee ” has the meaning set forth in Section 4.06(b) .

Section 1.02      Interpretation .

In this Agreement, unless the context clearly indicates otherwise:

(a)      words used in the singular include the plural, and words used in the plural include the singular;

(b)      references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” or “Subsidiaries” shall be deemed to mean such Person’s Affiliates or Subsidiaries, as applicable, following the Distribution Date;

(c)      any reference to any gender includes the other gender and the neuter;

(d)      the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e)      the words “shall” and “will” are used interchangeably and have the same meaning;

(f)      the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(g)      any reference to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(h)      the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(i)      any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(j)      any reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(k)      relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(l)      the table of contents and titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(m)      any portion of this Agreement obligating a party to take any action or refrain from taking any action, as the case may be, shall mean that such party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be;

(n)      the language of this Agreement shall be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction shall be applied against any party; and

(o)      except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day.

ARTICLE II     
Registration Rights

Section 2.01      Registration .

(p)      Within thirty days following the Distribution Date, or such earlier date that is within five days of any written request from Occidental, CRC shall prepare and deliver to Occidental a Registration Statement on any appropriate form requested by Occidental to effect an Exchange Offer; provided that such Registration Statement may omit information regarding the expected terms and timing of the Exchange Offer and other information to be provided by Occidental. CRC shall update the Registration Statement (a) at any time for any information or edits reasonably requested by Occidental and (b) on a quarterly basis within three days of the release of a CRC quarterly report on Form 10-Q or annual report on Form 10-K, as applicable, or (c) on a more frequent basis as necessary to reflect any material developments at CRC, in each case, in order to enable CRC to be in a position to file such Registration Statement within three days of any demand request from Occidental pursuant to Section 2.01(b) , and, in each case, promptly distribute a revised draft Registration Statement to Occidental.

(q)      On or prior to the 18-month anniversary of the Distribution Date, or upon notice of extension by Occidental to CRC at any time prior to such 18 month anniversary, on or prior to the 30-month anniversary of the Distribution Date (the “ Registration Rights Period ”), Occidental shall have the right to request that CRC file a Registration Statement with the SEC for all or part of the Registrable Securities held by Occidental, by delivering a written request thereof to CRC specifying the number of shares of Registrable Securities that Occidental wishes to register (a “ Demand Registration ”). CRC shall (i) within three Business Days of the receipt of a Demand Registration, prepare the Registration Statement for an Exchange Offer for all Registrable Securities requested by Occidental in the Demand Registration request and reflect any edits received pursuant to Section 2.02(a)(xix) and file the Registration Statement with the SEC within five Business Days of such request; provided that CRC shall have at least one Business Day to incorporate and review comments received pursuant to Section 2.02(a)(i) and 2.02(a)(xix) and (ii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by Occidental. There are no limits on the number of Demand Registrations that Occidental may request during the Registration Rights Period.

(r)      Occidental shall select the dealer manager(s) and shall be entitled to designate counsel for such dealer manager(s) (subject to their approval).

(s)      In connection with any Demand Registration pursuant to Section 2.01(b) or any subsequent filing pursuant to Section 2.02 to facilitate an Exchange Offer:

(i)      Occidental shall treat the CRC Offering Confidential Information as confidential information, shall not use any CRC Offering Confidential Information for any purpose other than to prepare a Registration Statement pursuant to the Demand Registration and effect an Exchange Offer, and shall not disclose any CRC Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such CRC Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2.01(d)(i) ; provided , that Occidental may disclose CRC Offering Confidential Information if such disclosure is required by court order, or state or federal regulation or statute, but Occidental shall cooperate with CRC to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the CRC Offering Confidential Information.

(ii)      CRC shall treat the Occidental Offering Confidential Information as confidential information, shall not use any Occidental Offering Confidential Information for any purpose other than to prepare a Registration Statement pursuant to the Demand Registration and effect an Exchange Offer, and shall not disclose any Occidental Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Occidental Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2.01(d)(i) ; provided , that CRC may disclose Occidental Offering Confidential Information if such disclosure is required by court order, or state or federal regulation or statute, but CRC shall cooperate with Occidental to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Occidental Offering Confidential Information

Section 2.02      Registration Procedures .

(a)      In connection with CRC’s Registration obligations under Section 2.01 , CRC shall use its reasonable best efforts to effect such Registration to permit the offer and Transfer of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith, CRC shall, and shall cause the members of the CRC Group to:

(i)      prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith and, in the case of an Exchange Offer, any document required with respect to such Exchange Offer, including under Rule 425 or Rule 165 (collectively, the “ Ancillary Filings ”), and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the dealer managers, if any, and to Occidental, copies of all documents prepared to be filed, which documents shall be subject to the review and comment of such dealer managers and Occidental and their respective counsel, and provide such dealer managers, if any, and Occidental and their respective counsel reasonable time to review and comment thereon and (B) not file with the SEC any Registration Statement or Prospectus relating to the Exchange Offer or amendments or supplements thereto or any Ancillary Filing to which Occidental or the dealer managers, if any, shall reasonably object;

(ii)      maintain the effectiveness of the applicable Registration Statement until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) the expiration of the Registration Rights Period, and prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus and any Ancillary Filing as may be reasonably requested by Occidental to facilitate any Exchange Offer;

(iii)      promptly notify Occidental and the dealer managers, if any, and, if requested, confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by any member of the CRC Group (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, or any Ancillary Filing has been filed, (B) of any comments (written or oral) by the SEC or any request (written or oral) by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement, such Prospectus or any Ancillary Filing, or for any additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement, any order preventing or suspending the use of any preliminary or final Prospectus or any Ancillary Filing, or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties (written or oral) in any applicable dealer manager agreement cease to be true and correct in all material respects and (E) of the receipt by any member of the CRC Group of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or Transfer in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(iv)      (A) promptly notify Occidental and the dealer manager(s), if any, when CRC becomes aware of the occurrence of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Ancillary Filing contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or any Ancillary Filing in order to comply with the Securities Act, and (B) in either case, as quickly as possible thereafter using all best efforts, prepare and file with the SEC, and furnish without charge to Occidental and the dealer manager(s), if any, an amendment or supplement to such Registration Statement, Prospectus or Ancillary Filing that will correct such statement or omission or effect such compliance;

(v)      use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vi)      promptly (A) incorporate in a Prospectus supplement or post-effective amendment such information as the dealer manager(s), if any, and Occidental agrees should be included therein relating to the plan of distribution with respect to such Registrable Securities and (B) make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vii)      furnish to Occidental and each dealer manager, if any, without charge, as many conformed copies as Occidental or such dealer manager may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(viii)      deliver to Occidental and each dealer manager, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as Occidental or such dealer manager may reasonably request (it being understood that CRC consents to the use of such Prospectus or any amendment or supplement thereto by Occidental and the dealer manager(s), if any, in connection with the offering and Transfer of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as Occidental or dealer manager may reasonably request in order to facilitate the Transfer of the Registrable Securities by Occidental or such dealer manager;

(ix)      on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with Occidental, the dealer manager(s), if any, and their respective counsel, in connection with the registration or qualification of, such Registrable Securities for offer and Transfer under the securities or “blue sky” laws of each state and other jurisdiction of the United States as Occidental or any participating dealer manager(s), if any, or their respective counsel reasonably request, and in any foreign jurisdiction mutually agreeable to CRC and Occidental, and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of offers and Transfers and dealings in such jurisdictions for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that CRC will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject or conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of any such jurisdiction;

(x)      in connection with any Transfer of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with Occidental and the dealer manager(s), if any, to (A) facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive Securities Act legends and (B) register such Registrable Securities in such denominations and such names as Occidental or the dealer manager(s), if any, may request at least two Business Days prior to such Transfer of Registrable Securities; provided that CRC may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

(xi)      cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of CRC’s securities are then listed or quoted and on each inter-dealer quotation system on which any of CRC’s securities are then quoted, and in the performance of any customary due diligence investigation by any dealer manager, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable the seller or sellers thereof or the dealer manager(s), if any, to consummate the Transfer of such Registrable Securities;

(xii)      not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with the Depository Trust Company; provided , that CRC may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

(xiii)      obtain for delivery to and addressed to Occidental and to the dealer manager(s), if any, opinions from the general counsel or deputy general counsel for CRC, in each case dated the effective date of the Registration Statement or, the date of the closing under the dealer manager agreement or similar agreement or otherwise, and in each such case in customary form and content for the type of Exchange Offer;

(xiv)      in the case of any Exchange Offer, obtain for delivery to and addressed to CRC and the dealer manager(s), if any, and, to the extent requested, Occidental, (A) a cold comfort letter from CRC’s independent registered public accounting firm in customary form and content for the type of Exchange Offer, dated the date of execution of the dealer manager agreement or, if none, the date of commencement of the Exchange Offer, and brought down to the closing, whether under the dealer manager agreement, if applicable, or otherwise, and (B) a cold comfort letter from CRC’s independent petroleum engineers in customary form and content for the type of Exchange Offer, dated the date of execution of the dealer manager agreement or, if none, the date of commencement of the Exchange Offer, and brought down to the closing, whether under the dealer manager agreement, if applicable, or otherwise;

(xv)      in the case of any Exchange Offer that does not involve a dealer manager, provide to Occidental such customary written representations and warranties or other covenants or agreements as may be requested by Occidental comparable to those that would be included in a dealer manager agreement;

(xvi)      use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but in any event no later than 90 days, after the end of the 12-month period beginning with the first day of CRC’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii)      provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii)      cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of CRC’s securities are then listed or quoted and on each inter-dealer quotation system on which any of CRC’s securities are then quoted;

(xix)      provide (A) Occidental, (B) the Transfer or placement agent therefor, if any, (c) the dealer manager therefor, if any, (D) counsel for Occidental or such dealer manager and (E) any attorney, accountant or other agent or representative retained by Occidental or any such dealer manager, as selected by Occidental, in each case, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto; and for a reasonable period prior to the filing of such Registration Statement, make available for inspection upon reasonable notice at reasonable times and for reasonable periods, by the parties referred to in clauses (A) through (E) above, all pertinent financial and other records, pertinent corporate and other documents and properties of the CRC Group that are available to CRC, and cause all of the CRC Group’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods to discuss the business of CRC and to supply all information available to CRC reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence or other responsibility, subject to the foregoing. The recipients of such information shall coordinate with one another so that the inspection permitted hereunder will not unnecessarily interfere with the CRC Group’s conduct of business.

(xx)      cause the senior executive officers of CRC to participate at reasonable times and for reasonable periods in the customary “ road show ” presentations that may be reasonably requested by Occidental and dealer manager(s), if any, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(xxi)      comply with all requirements of the Securities Act, Exchange Act and other applicable laws, rules and regulations, as well as all applicable stock exchange rules; and

(xxii)      take all other customary steps reasonably necessary or advisable to effect the Registration and distribution of the Registrable Securities contemplated hereby.

(b)      As a condition precedent to any Registration hereunder, CRC may require Occidental to furnish to CRC such information regarding the distribution of such securities and such other information relating to Occidental, its ownership of Registrable Securities and other matters as CRC may from time to time reasonably request in writing. Occidental agrees to furnish such information to CRC and to cooperate with CRC as reasonably necessary to enable CRC to comply with the provisions of this Agreement.

(c)      Occidental shall, as promptly as reasonably practicable, notify CRC, at any time when a Prospectus is required to be delivered (or deemed delivered) under the Securities Act, of the occurrence of an event, of which Occidental has knowledge, relating to Occidental or its Transfer of Registrable Securities thereunder requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered (or deemed delivered) to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(d)      Occidental agrees by acquisition of such Registrable Securities, that, upon receipt of any written notice from CRC of the occurrence of any event of the kind described in Section 2.02(a)(iv) , Occidental will forthwith discontinue Transfer of Registrable Securities pursuant to such Registration Statement until Occidental’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.02(a)(iv) , or until Occidental is advised in writing by CRC that the use of the Prospectus may be resumed; provided, however, that such obligation to discontinue shall not negate or modify CRC’s obligations, or liability for damages for a breach of, any provision hereof including the provisions of Section 2.02(a)(iv) and 2.06.

Section 2.03      Exchange Offers .

(a)      If requested by the dealer manager(s) for any Exchange Offer that is requested by Occidental pursuant to a Demand Registration under Section 2.01 , CRC shall enter into a dealer manager agreement with such dealer manager(s) for such offering, such agreement to be reasonably satisfactory in substance and form to CRC, the dealer manager(s) and Occidental. Such agreement shall contain such representations, warranties, covenants and indemnifications by CRC and such other terms as are generally prevailing in agreements of that type. Occidental shall enter into such dealer manager agreement at the request of CRC, which agreement shall contain such reasonable representations, warranties, covenants and indemnifications by Occidental and such other reasonable terms as are generally prevailing in agreements of that type.

(b)      In the event of any Exchange Offer, CRC shall agree, and it shall use its best efforts to cause its executive officers and directors to agree, if requested by Occidental or the dealer manager or dealer managers, not to effect any Transfer or distribution (including any offer to Transfer, contract to Transfer, short Transfer or any option to purchase) of any securities (except, in each case, as part of the applicable Registration, if permitted hereunder) that are of the same type as those being Registered in connection with such Exchange Offer, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning five days before, and ending after the completion of such Exchange Offer (or such lesser period as may be permitted by Occidental, as applicable, or such dealer manager or managers) (the “ Lock-up Period ”), to the extent timely notified in writing by such selling Person or the dealer manager or dealer managers, subject to customary exceptions agreed to by Occidental and provided that the applicable party would not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period. CRC also agrees to execute an agreement evidencing the restrictions in this Section 2.03(b) in customary form, which form is reasonably satisfactory to Occidental and the dealer manager(s); provided that such restrictions may be included in the dealer manager agreement.

Section 2.04      Registration Expenses Paid by CRC .

In the case of any Registration of Registrable Securities required pursuant to this Agreement, CRC shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective.

Section 2.05      Indemnification .

(a)      CRC agrees to indemnify and hold harmless, to the full extent permitted by law, Occidental, Occidental’s Affiliates and their respective officers, directors, agents, advisors, employees and each Person, if any, who controls (within the meaning of the Securities Act or the Exchange Act) Occidental, from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “ Loss ” and collectively “ Losses ”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the offering and Transfer of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that CRC has filed or is required to file pursuant to Rule 433(d) of the Securities Act or any Ancillary Filing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided , that with respect to any untrue statement or omission or alleged untrue statement or omission made in any Prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any such liability results from or arises out of information furnished in writing by Occidental or on Occidental’s behalf, in either case expressly for use in such Registration Statement, Prospectus relating to Occidental’s Registrable Securities. This indemnity shall be in addition to any liability CRC may otherwise have, including under the Separation and Distribution Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Occidental or any indemnified party and shall survive the Transfer of such securities by Occidental.

(b)      Occidental indemnifies and holds harmless, to the full extent permitted by law, CRC, its directors, officers, agents, advisors, employees and each Person, if any, who controls (within the meaning of the Securities Act and the Exchange Act) CRC from and against any and all Losses (i) arising out of or based upon information furnished in writing by Occidental or on Occidental’s behalf, in either case expressly for use in a Registration Statement, Prospectus relating to Occidental’s Registrable Securities. This indemnity shall be in addition to any liability Occidental may otherwise have, including under the Separation and Distribution Agreement. In no event shall the liability of Occidental hereunder be greater in amount than the value of consideration received by Occidental for the Transfer of the Registrable Securities giving rise to such indemnification obligation, determined with respect to any Exchange Offer to be an amount equal to the shares of Occidental common stock received in connection with the Exchange Offer multiplied by the average daily sales price of shares of Occidental common stock on the date of such Transfer. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of CRC or any indemnified party.

(c)      Any claim or action with respect to which a party (an “ Indemnifying Party ”) may be obligated to provide indemnification to any Person entitled to indemnification hereunder (an “ Indemnitee ”) shall be subject to the procedures for indemnification set forth in Article V of the Separation and Distribution Agreement.

(d)      If for any reason the indemnification provided for in Section 2.07(a) or Section 2.07(b) is unavailable to an Indemnitee or insufficient to hold it harmless as contemplated by Section 2.07(a) or Section 2.07(b) , then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnitee as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnitee on the other hand. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. For the avoidance of doubt, the establishment of such relative fault, and any disagreements or disputes relating thereto, shall be subject to Section 4.03 . Notwithstanding anything in this Section 2.07(d) to the contrary, no Indemnifying Party (other than CRC) shall be required pursuant to this Section 2.07(d) to contribute any amount in excess of the amount by which the value of the Registrable Securities Transferred by such Indemnifying Party in the Transfer of Registrable Securities in the offering to which the Losses of the Indemnitees relate (before deducting expenses, if any) exceeds the amount of any damages which such Indemnifying Party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.07(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.07(d) . No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an Indemnitee hereunder shall be deemed to include, for purposes of this Section 2.07(d) , any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this Section 2.07 , the Indemnifying Parties shall indemnify each Indemnitee to the full extent provided in Section 2.07(a) and Section 2.07(b) without regard to the relative fault of said Indemnifying Parties or Indemnitee.

Section 2.06      Reporting Requirements .

Until the earlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the Occidental Group ceases to own any Registrable Securities, CRC shall remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Sections 13 , 14 and 15(d) , as applicable, of the Exchange Act. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which the Occidental Group ceases to own any Registrable Securities, CRC shall forthwith upon request furnish Occidental (x) a written statement by CRC as to whether it has complied with such requirements and, if not, the specifics thereof and (y) such other reports and documents filed by CRC with the SEC as Occidental may reasonably request in availing itself of an exemption for the offering and Transfer of Registrable Securities without registration under the Securities Act.

Section 2.07      Registration Covenants .

(a)      Subject to 2.07(b), immediately following the Distribution, CRC shall file prepare and file with the SEC a Registration Statement with respect to a registered offer to exchange the Note Securities as contemplated by the Notes Registration Rights Agreement and shall use their reasonable best efforts to cause such Registration Statement to become effective under the Securities Act and consummate the exchange offer of the Notes Securities in accordance with the Notes Registration Rights Agreement as promptly as reasonably possible.

(b)      Upon receipt of any Demand Registration, CRC shall not, and it will cause the members of the CRC Group not to, file any other Registration Statement without Occidental’s consent until the consummation of the Exchange Offer contemplated by the applicable Demand Registration; provided that CRC shall be permitted to file any Registration Statement on Form S-8.

(c)      CRC shall not, and it will cause the members of the CRC Group not to, grant any right of registration under the Securities Act relating to any of its shares of CRC Common Stock or other securities to any Person other than pursuant to this Agreement without Occidental’s consent if such rights are exercisable within the Registration Rights Period.

ARTICLE III     
Voting Restrictions

Section 3.01      Voting of CRC Common Stock .

(e)      From the date of this Agreement and until the date that the Occidental Group ceases to own any Retained Shares, Occidental shall, and shall cause each member of the Occidental Group to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every CRC stockholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter, or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by Other CRC Holders on such matter.

(f)      From the date of this Agreement and until the date that the Occidental Group ceases to own any Retained Shares, Occidental hereby grants, and shall cause each member of the Occidental Group (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to CRC or its designees, to vote, with respect to any matter, all Retained Shares owned by them, in proportion to the votes cast by the Other CRC Holders on such matter; provided , that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any Transfer of such Retained Share from a member of the Occidental Group to a Person other than a member of the Occidental Group and (ii) nothing in this Section 3.01(b) shall limit or prohibit any such Transfer.

ARTICLE IV     
Miscellaneous

Section 4.01      Term .

This Agreement shall terminate upon the earlier of (a) the last day of the Registration Rights Period, (b) the time at which all Registrable Securities are held by Persons other than the Occidental Group and (c) the time at which all Registrable Securities have been Transferred in accordance with one or more Registration Statements; provided , that the provisions of Section 2.05 and this Article IV shall survive any such termination.

Section 4.02      Counterparts; Entire Agreement; Corporate Power .

(a)      This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party and delivered to each other party.

(b)      This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein other than the Separation and Distribution Agreement and the agreements referred to therein.

(c)      Occidental represents on behalf of itself and each other member of the Occidental Group, and CRC represents on behalf of itself and each other member of the CRC Group, as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d)      Each party hereto acknowledges that it and each other party hereto may execute this Agreement by facsimile, stamp or mechanical signature. Each party hereto expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such party to the same extent as if it were signed manually and agrees that at the reasonable request of any other party hereto at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

Section 4.03      Disputes .

(e)      This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the laws of the State of Texas, irrespective of the choice of laws principles of the State of Texas, including all matters of validity, construction, effect, enforceability, performance and remedies.

(f)      THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO TRIAL BY JURY.

(g)      In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is, or will be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each Party.

(h)      IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION AND VENUE OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, AND WAIVES ANY MOTION TO TRANSFER VENUE FROM, ANY OF THE AFORESAID COURTS.

Section 4.04      Amendment .

No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of CRC, if such waiver, amendment, supplement or modification is sought to be enforced against CRC, or Occidental, if such waiver, amendment, supplement or modification is sought to be enforced against Occidental.

Section 4.05      Waiver of Default .

Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of such party. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 4.06      Successors, Assigns and Transferees .

This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. CRC may not assign this Agreement, without the consent of Occidental. Occidental may assign this Agreement at any time in connection with a sale or acquisition of Occidental, whether by merger, consolidation, sale of all or substantially all of Occidental’s assets, or similar transaction, without the consent of CRC.

Section 4.07      Further Assurances .

In addition to the actions specifically provided for elsewhere in this Agreement, CRC shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable on its part under applicable laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement as expeditiously as reasonably practicable.

Section 4.08      Performance .

Occidental shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Occidental Group. CRC shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the CRC Group. Each party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 4.08 to all of the other members of its Group and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such party to violate this Agreement.

Section 4.09      Notices .

All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.09 ):

If to Occidental, to:

Occidental Petroleum Corporation

5 Greenway Plaza, Suite 110

Houston, Texas 77046

Attention: General Counsel

Email: Marcia_E._Backus@oxy.com

If to CRC, to:

California Resources Corporation

10889 Wilshire Blvd.         

Los Angeles, California 90024

Attention: General Counsel

Email: Michael.Preston@crc.com

Any party may, by notice to the other party, change the address and contact person to which any such notices are to be given.

Section 4.10      Severability .

If any provision of this Agreement or the application hereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 4.11      No Reliance on Other Party .

The parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the parties hereto may have. The parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The parties hereto are not relying upon any representations or statements made by any other party, or any such other party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The parties hereto are not relying upon a legal duty, if one exists, on the part of any other party (or any such other party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no party hereto shall ever assert any failure to disclose information on the part of any other party as a ground for challenging this Agreement or any provision hereof.

Section 4.12      Registrations, Exchanges, etc .

Notwithstanding anything to the contrary that may be contained in this Agreement, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) any shares of CRC Common Stock, now or hereafter authorized to be issued, (b) any and all securities of CRC into which the shares of CRC Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by CRC and (c) any and all securities of any kind whatsoever of CRC or any successor or permitted assign of CRC (whether by merger, consolidation, sale of assets or otherwise) which may be issued on or after the date hereof in respect of, in conversion of, in exchange for or in substitution of, the shares of CRC Common Stock, and shall be appropriately adjusted for any stock dividends, or other distributions, stock splits or reverse stock splits, combinations, recapitalizations, mergers, consolidations, exchange offers or other reorganizations occurring after the date hereof.

Section 4.13      Mutual Drafting .

This Agreement shall be deemed to be the joint work product of the parties, and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[ The remainder of this page has been left blank intentionally. ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the date first above written.

Occidental Petroleum Corporation

By:     /s/ Marcia E. Backus    

Name: Marcia E. Backus

Title: Vice President and General Counsel

California Resources Corporation

By:     /s/ Todd A. Stevens    

Name: Todd A. Stevens

Title: President and Chief Executive Officer

---

US 2360501v.19

TAX SHARING AGREEMENT

between

OCCIDENTAL PETROLEUM CORPORATION

AND ITS AFFILIATES

and

CALIFORNIA RESOURCES CORPORATION

AND ITS AFFILIATES

Dated as of November 25, 2014

---

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (the “ Agreement ”) is entered into as of November 25, 2014, by and between Occidental Petroleum Corporation (“ OPC ”), a Delaware corporation, and California Resources Corporation (“ CRC ”), a Delaware corporation and is effective as of the Effective Time. Each of OPC and CRC is sometimes referred to herein as a “ party ” and, collectively, the “ parties. ”

RECITALS

WHEREAS, OPC, through various subsidiaries, is engaged in the oil and gas exploration and production business, the midstream and marketing business, and the chemicals business, including the CRC Business;

WHEREAS, the board of directors of OPC has determined that it is in the best interests of OPC and its shareholders that CRC operate the CRC Business as a separate publicly-traded entity;

WHEREAS, prior to the Second Distribution, CRC was a member of the OPC Consolidated Group;

WHEREAS, pursuant to an overall “plan of reorganization,” within the meaning of Treasury Regulation Section 1.368‑2(g),

(a) Sub 1 changed its state of incorporation to Delaware and changed its name from OPIC to Oxy USA Inc.

(b)      Sub 1 and its subsidiaries have undertaken an internal restructuring, pursuant to which (i) entities, assets, employees and liabilities associated with CRC Business were transferred to Sub 1, CRC Services, and CRC Marketing, and (ii) intercompany obligations between members of the OPC Group and members of the CRC Group were eliminated (the “ Internal Restructuring ”).

(c)      Pursuant to the Contribution Agreement, Sub 1 contributed to CRC (i) all of the stock and interests that it owned in the CA Entities and (ii) certain other California assets owned by Sub 1 in exchange for CRC common stock, the assumption of liabilities associated with the CRC Business, and a right, subject to certain conditions, to receive a distribution of the Loan 1 Proceeds (the “ First Contribution ”).

(d)      CRC distributed the net Loan 1 Proceeds to Sub 1.

(e)      Sub 1 distributed the net Loan 1 Proceeds to OPC, and then distributed all of the CRC stock to OPC (the “ First Distribution ” and, together with the First Contribution, the “ Internal Spin-Off ”), and within 18 months of the First Distribution, OPC will (i) transfer the Loan 1 Proceeds to shareholders (whether through quarterly dividends, redemptions pursuant to existing or future repurchase programs, or otherwise), (ii) transfer the Loan 1 Proceeds to creditors, or (iii) some combination of the foregoing.

(f)      On November 26, 2014, CRC will declare and pay a dividend of the Loan 2 Proceeds to OPC.

(g)      OPC contributed assets it owned related to the CRC Business and certain intercompany receivables owed to OPC from CA Entities to CRC in actual or constructive exchange for shares of CRC common stock and the assumption of certain liabilities associated with the CRC Business (the “ Second Contribution ”).

(h)      OPC will distribute more than 80.1 percent of the outstanding stock of CRC pro rata to OPC’s shareholders on November 30, 2014 (the “ Second Distribution ”).

(i)      OPC will either (i) exchange all additional CRC stock that it holds for OPC common stock, or (ii) distribute all such CRC stock pro rata to the OPC shareholders, or a combination of both, in either case within 18 months of the Second Distribution (the “ Final Distribution ,” and together with the Second Contribution and the Second Distribution, the “ External Spin-Off ”);

WHEREAS, the parties intend that, for United States federal income tax purposes, the First Contribution and the First Distribution, taken together, will qualify for tax-free treatment under Sections 355, 361, 368(a)(1)(D), and related provisions of the Code;

WHEREAS, the parties intend that, for United States federal income tax purposes, the Second Contribution, the Second Distribution and the Final Distribution, taken together, will qualify for tax-free treatment under Sections 355, 361, 368(a)(1)(D), and related provisions of the Code;

WHEREAS, as a result of the Second Distribution, CRC and the other members of the CRC Group ceased to be members of the OPC Group;

WHEREAS, with respect to the portion of the 2014 taxable year ending with the Second Distribution, the CRC Group has not made payments to OPC of the CRC Group’s Net Separate Tax Liability or Separate Tax Liability;

WHEREAS, the parties wish to (a) provide for the payment of Tax Liabilities and entitlement to refunds thereof, (b) allocate responsibility for, and cooperation in, the filing of Tax Returns and provide for certain other matters relating to Taxes, and (c) set forth certain covenants and indemnities relating to the preservation of the Tax-Free Status of the Internal Spin-Off and the External Spin-Off under Sections 355, 361, 368(a)(1)(D), and related provisions of the Code, and (d) provide for and agree on certain other matters relating to Taxes.

NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein and in any other document executed in connection with this Agreement, the parties agree as follows:

ARTICLE I
DEFINITIONS; CERTAIN OPERATING CONVENTIONS

1.1      For the purposes of this Agreement, the following terms have the meanings set forth below:

Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid.

Affiliated Group means an affiliated group of corporations, within the meaning of Section 1504(a) of the Code, including the common parent corporation, and any member of such group.

Agreement has the meaning set forth in the introductory paragraph of this Agreement.

Audit includes any audit, assessment of Taxes, other examination by any Tax Authority, proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

Audit Adjustment Increase means, with respect to any Tax Return described in Section 2.1(a)(i), any increase in Separate Tax Liability that results from a Final Determination.

CA Entities means the entities that are engaged in the CRC Business and which were contributed to CRC pursuant to the Contribution Agreement in the First Contribution, including OLBI, OEH LLC, CHO, VPL, SSJP, Vintage Production, CRC Marketing, CRC Services, and Socal Holdings, LLC.

Capital Stock means any capital stock or other equity interests, options, or rights to acquire capital stock or other equity interests, or any other instruments convertible into or exchangeable for, or that could otherwise result in the issuance of, capital stock or other equity interests.

CHO means California Heavy Oil, Inc., a Delaware corporation which is owned by OXY USA and which is a member of the OPC Consolidated Group.

Code means the Internal Revenue Code of 1986, as amended.

Combined Return means any Tax Return with respect to franchise Taxes or Income Taxes, other than United States federal Income Taxes, filed on a consolidated, combined, or unitary basis wherein CRC or any member of the CRC Group joins in the filing of such Tax Return (for any taxable period or portion thereof) with OPC or one or more members of the OPC Group.

Consolidated Return means any Tax Return with respect to United States federal Income Taxes filed on a consolidated basis wherein CRC or any member of the CRC Group joins in the filing of such Tax Return (for any taxable period or portion thereof) with OPC or one or more members of the OPC Group.

Contribution Agreement means the Contribution, Conveyance and Assumption Agreement by and among CRC and Sub 1 dated September 11, 2014.

CRC has the meaning set forth in the introductory paragraph of this Agreement.

CRC Business means (a) the exploration for and development and production of crude oil and condensate, NGL and natural gas in the State of California and in state waters offshore California, including all California operations of OPC’s Oil and Gas Segment, operated mainly through OXY Long Beach and California Resources Elk Hills, California Production, and the California operations of OXY USA, and the gathering and processing of such crude oil, condensate, NGL and natural gas, (b) the ownership interest in and operation of three gas-fired combined cycle power plants at Elk Hills Field in California and THUMS in California, (c) the marketing and trading of crude oil and condensate, NGL, natural gas, water, steam and electricity produced in the operations set forth in clause (a) and (b) of this definition, and (d) the abandonment, monitoring and remediation of oil and gas properties and operations utilized therein. For the avoidance of doubt, the “CRC Business” shall not include (i) the existing third-party crude oil and gas marketing business of OPC and its subsidiaries’ non-California midstream and marketing segment, which participates in various U.S. markets, including California, and (ii) the office building located at 10889 Wilshire Boulevard, Los Angeles, CA 90024, which is owned by Oxy Westwood Corporation, a California corporation that is a subsidiary of Sub 1.

CRC Group means the Affiliated Group, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which CRC will be the common parent corporation immediately after the Second Distribution, (i) any predecessor to any such entity, and (ii) any corporation or other entity which may become a member of such group from time to time. For the avoidance of doubt, the CRC Group will include any legal entity which is wholly-owned, directly or indirectly, by members of the CRC Group.

CRC Marketing means a Delaware corporation which was formed by Sub 1 to conduct the marketing activities with respect to the CRC Business.

CRC Services means a Delaware limited liability company which was formed by Sub 1, and which has elected to be classified as disregarded as an entity separate from Sub 1 for U.S. federal income tax purposes, to acquire and hold certain information technology that will be used in the CRC Business and replace Sub 1’s cash management functions for members of the CRC Group.

CRC Tax Refund has the meaning set forth in Section 3.9.

Deferred Intercompany Gain Transaction means any transfer of Directly Owned California Assets in connection with the Internal Restructuring which is an “intercompany transaction” (as defined in Treasury Regulation Section 1.1502-13(b)(1)) and pursuant to which OPC or any member of the OPC Group recognized taxable gain or income pursuant to Treasury Regulation Sections 1.1502-13(c) or (d).

Directly Owned California Assets means any asset associated with the CRC Business that was (i) sold, contributed, or otherwise transferred to CRC, any member of the CRC Group, or CRC Services, as part of the Internal Restructuring or the First Contribution, and (ii) treated for a taxable period, or any portion thereof, prior to the First Contribution, as directly owned by any member of the OPC Group for United States Federal Income Tax purposes. Directly Owned California Assets

include, but are not limited to, oil and gas interests, software agreements, supply agreements, marketing agreements, etc.

Distribution Date means the date the last distribution of CRC stock is made in connection with the Final Distribution.

Distributions means the First Distribution, the Second Distribution and the Final Distribution.

Draft Tax Materials has the meaning set forth in Section 5.1.

Effective Time means 11:59 P.M., Eastern Standard Time, on November 30, 2014.

Estimated Tax Installment Date means the estimated United States federal Income Tax installment due dates prescribed in Section 6655(c) of the Code and any other date on which an installment of Income Taxes is required to be made.

External Spin-Off has the meaning set forth in the Recitals of this Agreement.

Federal Separate Tax Liability means the CRC Group’s United States federal Income Tax liability, as determined by OPC in good faith and prepared: (a) assuming that all Tax Items attributable to Directly Owned California Assets are attributable to the CRC Group; (b) assuming that the members of the CRC Group were not included in the United States federal consolidated Income Tax return of the OPC Consolidated Group and including only Tax items of members of the CRC Group that would have been included in the United States federal consolidated Income Tax return of the OPC Consolidated Group for the applicable taxable period; (c) using all applicable elections, accounting methods and conventions used in the United States federal consolidated Income Tax Return of the OPC Consolidated Group for the applicable taxable period; (d) applying the highest statutory marginal corporate United States federal Income Tax rate in effect for such taxable period; and (e) assuming that the CRC Group’s utilization of any tax attribute carryforward or carryback is limited to the tax attributes of the CRC Group that were actually utilized in the United States federal consolidated Income Tax return of the OPC Consolidated Group for such period; provided , however , that in no event shall the Federal Separate Tax Liability be less than zero.

Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

Filing Party has the meaning set forth in Section 8.1.

Final Determination means the final resolution of liability for any Tax Item or for the Tax Liability for any taxable period, by or as a result of (i) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of other jurisdictions, which resolves the entire Tax Liability for any taxable period; (iii) any allowance of a Tax Refund or credit in respect

of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax; or (iv) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

Final Distribution has the meaning set forth in the Recitals of this Agreement.

Final Tax Materials has the meaning set forth in Section 5.1.

First Contribution has the meaning set forth in the Recitals of this Agreement.

First Distribution has the meaning set forth in the Recitals of this Agreement.

Hypothetical Post-Distribution CRC Group Tax Liability means the Hypothetical Post-Distribution Federal CRC Group Tax Liability or the Hypothetical Post-Distribution State CRC Group Tax Liability, as applicable.

Hypothetical Post-Distribution Federal CRC Group Tax Liability means a hypothetical amount equal to the Post-Distribution Federal CRC Group Tax Liability computed as if no Transaction Taxes resulting in the application of Section 4.4 had been imposed.

Hypothetical Post-Distribution State CRC Group Tax Liability means a hypothetical amount equal to the Post-Distribution State CRC Group Tax Liability computed as if no Transaction Taxes resulting in the application of Section 4.4 had been imposed.

Income Taxes means all federal, state, local or foreign Taxes measured by or imposed on net income, or any Taxes imposed in lieu of such Taxes.

Income Tax Return means any Tax Return with respect to Income Taxes.

Indemnifying Party means any Person from which an Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

Indemnified Party means any Person which is seeking indemnification from an Indemnifying Party pursuant to the provisions of this Agreement.

Independent Firm means a recognized law firm, in the event of a dispute regarding the interpretation of this Agreement, or accounting firm, in the event of a dispute regarding calculations made pursuant to this Agreement; provided , however , that such term shall not include any accounting firm that performs or has performed audit services with respect to OPC or CRC.

Internal Restructuring has the meaning set forth in the Recitals of this Agreement.

Internal Spin-Off has the meaning set forth in the Recitals of this Agreement.

IRS means the United States Internal Revenue Service.

Joint Return means any Tax Return of OPC or any member of the OPC Consolidated Group that includes any member of the CRC Group or Tax Items attributable to Directly Owned California Assets.

Liquidated Corporation means each of (i) OEHI; (ii) Occidental Energy Ventures Corp., a Delaware corporation; and (iii) EHPP Holdings Inc., a Delaware corporation (collectively, the “ Liquidated Corporations ”).

Loan 1 Proceeds means the proceeds raised by CRC through its issuance of senior notes in the aggregate principal amount of $5 billion.

Loan 2 Proceeds means the proceeds raised by CRC prior to or simultaneously with the Second Contribution through a term loan and a revolving credit facility entered into with a syndicate of institutional lenders.

Net Separate Tax Liability means the Net Federal Separate Tax Liability or the Net State Separate Tax Liability, as applicable.

Net Federal Separate Tax Liability means the excess, if any, of the Federal Separate Tax Liability over the Proforma Federal Separate Tax Liability. For the avoidance of doubt, Net Federal Separate Tax Liability is intended to equal the increase in the amount of the Federal Separate Tax Liability, if any, that results from capitalization of intangible drilling and development costs.

Net State Separate Tax Liability means the excess, if any, of the State Separate Tax Liability over the Proforma State Separate Tax Liability. For the avoidance of doubt, Net State Separate Tax Liability is intended to equal the increase in the amount of the State Separate Tax Liability, if any, that results from capitalization of intangible drilling and development costs.

OEHI means Occidental of Elk Hills, Inc., a Delaware corporation which prior to the Internal Restructuring was owned by OOGHC and which was a member of the OPC Consolidated Group.

OEH LLC means the Delaware limited liability company into which OEHI was converted as part of the Internal Restructuring and which is disregarded as an entity separate from Sub 1 for U.S. federal income tax purposes.

Officer’s Certificate means the letter executed by officers of OPC and CRC provided to OPC’s outside tax advisors in connection with the Tax Opinion.

OLBI means Oxy Long Beach, Inc., a Delaware corporation which is owned by OOGHC and which is a member of the OPC Consolidated Group.

OOGHC means Occidental Oil and Gas Holding Corporation, a California corporation which is owned by Sub 1 and which is a member of the OPC Consolidated Group.

OPC has the meaning set forth in the introductory paragraph of this Agreement.

OPC Consolidated Group means the Affiliated Group of which OPC is the common parent corporation.

OPC Group means the Affiliated Group, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which OPC is the common parent corporation, and any corporation or other entity which may be, may have been or may become a member of such group from time to time, but excluding any member of the CRC Group.

OPC Tax Refund has the meaning set forth in Section 3.9.

OPIC means Occidental Petroleum Investment Company, which, prior to the Internal Reorganization, was a California corporation owned by OPC and a member of the OPC Consolidated Group. As part of the Internal Restructuring, OPIC changed its name to Oxy USA Inc., and is referred to herein as Sub 1.

Option means an option to acquire common stock, or other equity-based incentives the economic value of which is designed to mirror that of an option, including non-qualified stock options, discounted non-qualified stock options, cliff options to the extent stock is issued or issuable (as opposed to cash compensation), and tandem stock options to the extent stock is issued or issuable (as opposed to cash compensation).

Owed Party has the meaning set forth in Section 7.5.

Owing Party has the meaning set forth in Section 7.5.

OXY USA means, prior to the Internal Reorganization, OXY USA, Inc., a Delaware corporation owned by OOGHC and which was a member of the OPC Consolidated Group.

Payment Period has the meaning set forth in Section 7.5(c).

Person means and includes any individual, corporation, company, association, partnership, joint venture, limited liability company, joint stock company, trust, unincorporated organization, or other entity.

Post-Distribution CRC Group Tax Liability means the Post-Distribution Federal CRC Group Tax Liability or the Post-Distribution State CRC Group Tax Liability, as applicable.

Post-Distribution Federal CRC Group Tax Liability means the CRC Group’s United States federal Income Tax liability for any Post-Distribution Taxable Period.

Post-Distribution State CRC Group Tax Liability means the CRC Group’s liability for state Income Taxes for any Post-Distribution Taxable Period.

Post-Distribution Taxable Period means a taxable period or portion thereof that begins after the date of the Second Distribution.

Pre-Distribution Taxable Period means a taxable period or portion thereof that ends on or before the date of the Second Distribution.

Private Letter Ruling Request means the private letter ruling request submitted by OPC to the IRS on March 14, 2014, and any supplements thereto.

Proforma Federal Separate Tax Liability means an amount equal to the hypothetical Federal Separate Tax Liability if such amount were computed assuming no elections were made to capitalize intangible drilling and development costs under Sections 59(e) or 263(c) of the Code.

Proforma State Separate Tax Liability means an amount equal to the hypothetical State Separate Tax Liability if such amount were computed assuming no elections were made to capitalize intangible drilling and development costs under Sections 59(e) or 263(c) of the Code, or corresponding provisions of state tax laws.

Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated under Section 355(e), to enter into a transaction or series of transactions), whether such transaction is supported by CRC management or shareholders, is a hostile acquisition, or otherwise, as a result of which CRC would merge, convert, or consolidate with or into any other Person or as a result of which one or more Persons would (directly or indirectly) acquire from CRC and/or one or more holders of outstanding shares of CRC Capital Stock, as the case may be, a number of shares of CRC Capital Stock that would, when combined with any other direct or indirect changes in ownership of CRC Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 30% or more of (i) the value of all outstanding shares of stock of CRC as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of CRC as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include issuances by CRC that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition, and the application thereof, is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

Restricted Action has the meaning set forth in Section 6.2(h).

Restricted Period means the period beginning on the date of the execution of this Agreement through and including the last day of the two-year period following the Distribution Date.

Ruling has the meaning set forth in Section 6.3(a).

Second Contribution has the meaning set forth in the Recitals of this Agreement.

Second Distribution has the meaning set forth in the Recitals of this Agreement.

Separate Tax Liability means the Federal Separate Tax Liability or the State Separate Tax Liability, as applicable.

Separation and Distribution Agreement means the Separation and Distribution Agreement, as amended from time to time, by and between OPC and CRC dated as of November 25, 2014.

SSJP means Southern San Joaquin Production, LLC, a Delaware limited liability company which, prior to the Internal Restructuring, was owned by OXY USA and which was disregarded as an entity separate from OXY USA for U.S. federal income tax purposes.

State Separate Tax Liability means the sum of (i) the CRC Group’s liability for Taxes owed with respect to Combined Returns for any period in which any member of the CRC Group joins in the filing of a Combined Return, and (ii) the Taxes owed with respect to Tax Items attributable to Directly Owned California Assets for such period, determined in a manner consistent with the principles set forth in the definition of Federal Separate Tax Liability.

Straddle Period means any tax period that begins on or before and ends after the date of the Second Distribution.

Sub 1 means (i) OPIC prior to the date it changed its name to Oxy USA Inc. and, (ii) after such date, Oxy USA Inc.

Subsequent Opinion has the meaning set forth in Section 6.3(b).

Tax or Taxes means all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, gains, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, custom duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority and includes any liability in respect of Taxes that arises by operation of law; provided , however , that the terms Tax and Taxes shall not include amounts paid in connection with procuring California greenhouse gas allowances under the California Greenhouse Gas Cap-and-Trade Program, California Code of Regulations, Title 17, sections 95800, et seq.

Tax Authority means the IRS and any other domestic or foreign governmental authority responsible for the administration and collection of Taxes.

Tax Benefit means a reduction in the Tax Liability (or increase in a refund or credit or any item of deduction or expense) of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Benefit will be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax Liability of the taxpayer (or of the Affiliated Group of which it is a member) for such period,

after taking into account the effect of the Tax Item on the Tax Liability of such taxpayer in the current period and all prior periods, is less than it would have been had such Tax Liability been determined without regard to such Tax Item.

Tax Detriment means an increase in the Tax Liability (or reduction in a refund or credit or item of deduction or expense) of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Detriment will be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax Liability of the taxpayer (or of the Affiliated Group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax Liability of such taxpayer in the current period and all prior periods, is more than it would have been had such Tax Liability been determined without regard to such Tax Item.

Tax-Free Status has the meaning set forth in Section 6.1.

Tax Item means any item of income, gain, loss, deduction, expense or credit, or other attribute that may have the effect of increasing or decreasing any Tax Liability.

Tax Liabilities means all liabilities for Taxes.

Tax Losses means all Tax Liabilities and any losses attributable to a reduction in net operating losses, net operating loss carryforwards, capital losses, capital loss carryforwards, or tax credits of the OPC Group.

Tax Opinion means the opinion letter(s) to be issued by OPC’s outside tax advisors addressing certain U.S. federal Income Tax consequences of the Internal Restructuring, the Internal Spin-Off, and the External Spin-Off.

Tax Refund has the meaning set forth in Section 3.9.

Tax Returns means any and all reports, returns, declaration forms and statements (including amendments thereto) filed or required to be filed with respect to Taxes, and any attachments thereto.

Tax Savings Attributable to Tax Basis Increases means, for each Post-Distribution taxable year of the CRC Group, an amount equal to the excess, if any, of the Hypothetical Post-Distribution CRC Group Tax Liability over the Post-Distribution CRC Group Tax Liability.

Transaction Taxes means any Tax or increase in Tax Liability resulting from any income or gain recognized by OPC, CRC or their affiliates as a result of the Internal Restructuring (other than Deferred Intercompany Gain Transactions), the Internal Spin-Off, or the External Spin-Off failing to qualify for Tax-Free Status.

Transfer Taxes has the meaning set forth in Section 3.4.

Treasury Regulations means the regulations under the Code promulgated by the United States Department of the Treasury.

Vintage Production means Vintage Production California, LLC, a Delaware limited liability company which, prior to the Internal Restructuring, was owned by OXY USA and which was disregarded as an entity separate from OXY USA for U.S. federal income tax purposes.

VPL means Vintage Petroleum, LLC, a Delaware limited liability company which, prior to the Internal Restructuring, was owned by OXY USA and which was disregarded as an entity separate from OXY USA for U.S. federal income tax purposes.

1.2      References; Construction .

(a)      Capitalized terms not otherwise defined in this Agreement have the meaning ascribed to them in the Separation and Distribution Agreement.

(b)      The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c)      The terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

(d)      References to any “Article” or “Section,” without more, are to Articles and Sections to or of this Agreement. Unless otherwise expressly stated, clauses beginning with the term “including” or similar words set forth examples only and in no way limit the generality of the matters thus exemplified.

ARTICLE II     
PREPARATION AND FILING OF TAX RETURNS

2.1      Preparation of Tax Returns – OPC’s Responsibility .

(e)      OPC will prepare or cause to be prepared, and will file or cause to be filed, (i) all Consolidated Returns and all Combined Returns; (ii) all Income Tax Returns of CRC and any member of the CRC Group for any Pre-Distribution Taxable Period or Straddle Period and (iii) all Tax Returns of OPC or any member of the OPC Group that do not include CRC or any member of the CRC Group.

(f)      Subject to Section 2.4, OPC will have the right, with respect to any Tax Return described in Section 2.1(a), to determine: (i) the manner in which such Tax Return will be prepared and filed, including the method of accounting, positions, conventions, and principles of taxation to be used and the manner in which any Tax Item will be reported; (ii) whether any extensions may be requested; (iii) the elections that will be made by OPC, any member of the OPC Group, CRC, or any member of the CRC Group on such Tax Return, including, without limitation, elections relating to the deduction or capitalization of intangible drilling and development costs under Sections 59(e) or 263(c) of the Code; (iv) whether any amended Tax Returns will be filed; (v) whether any claims for refund will be made; (vi) whether any refunds will be paid by way of refund or credited

against any liability for the related Tax; and (vii) whether to retain outside firms to prepare or review such Tax Returns.

(g)      OPC shall provide CRC with a copy of any Tax Returns that include CRC or any member of the CRC Group promptly upon the filing of such Tax Returns.

2.2      Preparation of Tax Returns – CRC’s Responsibility . CRC will prepare or cause to be prepared and file or cause to be filed (i) all Tax Returns of CRC and any member of the CRC Group for any Post-Distribution Taxable Period; and (ii) all Tax Returns (other than Income Tax Returns described in Sections 2.1(a)(i) and 2.1(a)(ii)) with respect to CRC and any member of the CRC Group.

2.3      Agent . Subject to the other applicable provisions of this Agreement, CRC hereby irrevocably designates, and agrees to cause each member of the CRC Group to so designate, OPC as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as OPC, in its sole discretion, may deem appropriate in any and all matters (including Audits) relating to any Tax Return described in Section 2.1(a).

2.4      Manner of Tax Return Preparation . Unless otherwise required by applicable law, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with this Agreement, the Officer’s Certificate, the Tax Opinion, and the Private Letter Ruling Request. OPC will make a protective election with respect to the External Spin-Off pursuant to Section 336(e) of the Code and Treasury Regulation Section 1.336-2(j). All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such Tax Returns under this Agreement.

ARTICLE III     
LIABILITY FOR TAXES; ALLOCATION

3.1      CRC’s Liability for Article II Taxes .

(a)      With respect to all Tax Returns described in Section 2.1(a)(i), CRC will be liable for (i) the Net Separate Tax Liability and (ii) any Audit Adjustment Increase.

(b)      With respect to all Tax Returns described in Sections 2.1(a)(ii) and 2.2, CRC will be liable for all Taxes due with respect thereto.

3.2      OPC’s Liability for Article II Taxes .

(a)      With respect to all Tax Returns described in Section 2.1(a)(i), OPC will be liable for the difference between the Net Separate Tax Liability and all Taxes shown as due on such Tax Returns; provided , however , that OPC will not be liable for any Audit Adjustment Increase.

(b)      With respect to all Tax Returns described in Section 2.1(a)(iii), OPC will be liable for all Taxes due with respect thereto.

3.3      Computation . At least ten (10) days prior to the due date of any Tax Return prepared by OPC pursuant to Section 2.1(a) for which CRC will incur a Tax Liability pursuant to Section 3.1, OPC shall provide CRC with a written calculation in reasonable detail setting forth the amount of such Tax Liability. CRC will have the right to review and comment on such calculation, and shall be provided with reasonable access to any supporting documentation on request. Any dispute with respect to such calculation will be resolved pursuant to Section 10.1. If such dispute has not been resolved prior to the due date (including extensions) for filing such Tax Return, CRC will pay an amount equal to the Tax Liability to OPC and will be entitled to be reimbursed by OPC to the extent the dispute is resolved in CRC’s favor.

3.4      Payment of Sales, Use or Similar Taxes . All sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes (“ Transfer Taxes ”) applicable to, or resulting from the Internal Restructuring, the Internal Spin-Off and the External Spin-Off will be borne fifty percent (50%) by OPC and fifty percent (50%) by CRC. Notwithstanding anything in this Article III to the contrary, the party required by applicable law shall remit payment for any Transfer Taxes and duly and timely file any Tax Returns required to be filed with respect to such Transfer Taxes, subject to any indemnification rights it may have against the other party, which shall be paid in accordance with Section 7.5. CRC, OPC, and their respective affiliates will cooperate in (i) determining the amount of such Transfer Taxes, (ii) providing all requisite exemption certificates, and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Transfer Taxes with any and all appropriate Tax Authorities.

3.5      CRC’s Liability For Tax on Deferred Intercompany Gain Transactions . CRC shall pay to OPC any amount equal to (i) the aggregate amount of gain from Deferred Intercompany Gain Transactions, multiplied by (ii) 36.3 percent. OPC shall compute the amount due under this Section 3.5, and shall present its computation to CRC along with the computation of Net Separate Tax Liability required by Section 3.3, and CRC shall pay that amount to OPC pursuant to Section 7.5.

3.6      Payment of Tax Liability . The party responsible for filing a Tax Return under Article II will be responsible for paying to the relevant Tax Authority the entire amount of the Tax Liability reflected on such Tax Return; provided , however , that the party liable for such Tax Liability pursuant to this Article III shall pay the Taxes for which it is liable to the filing party as set forth in Article VII.

3.7      Amended Returns . Except as expressly provided in Sections 3.8 and 3.9, unless OPC provides its written consent in the form of a letter from the Vice President - Tax, no Adjustment Request shall be filed for any Joint Return.

3.8      Carrybacks .

(a)      The carryback of any loss, credit, or other Tax Item from any Post-Distribution Taxable Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign laws).

(b)      Subject to Sections 3.8(d) and 3.9, in the event that any member of the CRC Group realizes any loss, credit or other Tax Item in a Post-Distribution Taxable Period of such member, such member may elect to carry back such Tax Item to a Pre-Distribution Taxable Period or a Straddle Period of OPC only with the prior written consent of OPC in the form of a letter from the Vice President - Tax. OPC shall be entitled to any Tax Refund realized by any member of the OPC Group or the CRC Group resulting from such carryback.

(c)      Subject to Sections 3.8(d) and 3.9, in the event that any member of the OPC Group realizes any loss, credit or other Tax Item in a Post-Closing Taxable Period of such member, such member may elect to carry back such loss, credit or other Tax Item to a Pre-Closing Taxable Period or a Straddle Period of such member. CRC shall cooperate with OPC and such member in seeking from the appropriate Taxing Authority any Tax Refund that reasonably would result from such carryback (including by filing an amended Tax Return), at OPC’s cost and expense. OPC shall be entitled to any Tax Refund realized by any member of the CRC Group or the OPC Group resulting from such carryback.

(d)      Except as otherwise provided by applicable law, if any Tax Item of OPC or CRC would be eligible to be carried back or carried forward to the same Pre-Closing Taxable Period (had such carryback been the only carryback to such taxable period), any Tax Refund resulting therefrom shall be allocated between OPC and CRC proportionately based on the relative amounts of the Tax Refunds to which OPC and CRC, respectively, would have been entitled.

3.9      Refunds .

(a)      Tax Refunds for OPC’s Account . OPC shall be entitled to receive and retain all refunds and credits of Taxes with respect to Tax Returns described in Section 2.1(a)(i) and Section 2.1(a)(iii) (collectively, “ OPC Tax Refunds ”). If CRC or any member of the CRC Group receives a refund of Taxes (a “ Tax Refund ”) (or any reduction in Tax Liability by means of a credit, offset or otherwise) constituting an OPC Tax Refund, within 15 days of receipt of such OPC Tax Refund, CRC shall pay to OPC an amount that is equal to the OPC Tax Refund, plus any interest paid by the applicable Tax Authority with respect to such OPC Tax Refund, less any Taxes payable by CRC or any CRC Group member in connection with the receipt of such OPC Tax Refund.

(b)      Tax Refunds for CRC’s Account . CRC shall be entitled to receive and retain all refunds and credits of Taxes with respect to Tax Returns described in Sections 2.1(a)(ii) and 2.2 (collectively “ CRC Tax Refunds ”). If OPC or any member of the OPC Group receives a refund of Taxes (or any reduction in Tax Liability by means of a credit, offset or otherwise) constituting a CRC Tax Refund, within 15 days of receipt of such CRC Tax Refund, OPC shall pay to CRC an amount that is equal to the CRC Tax Refund, plus any interest paid by the applicable Tax Authority with respect to such CRC Tax Refund, less any Taxes payable by OPC or any OPC Group member in connection with the receipt of such CRC Tax Refund.

(c)      To the extent the amount of any Tax Refund is reduced by a Tax Authority or a Tax Proceeding, such reduction shall be allocated to the party to which such Tax Refund was allocated pursuant to this Section 3.9.

3.10      Allocation and Apportionment of Earnings and Profits and Other Tax Attributes . OPC will advise CRC in writing of the amount of (i) OPC’s and/or Sub 1’s earnings and profits allocable to CRC under Section 312(h) of the Code and Treasury Regulation Section 1.1502-33, and (ii) other Tax attributes that must be allocated or apportioned between OPC and CRC, on or before the first anniversary of the Second Distribution. OPC shall, to the extent permitted by applicable law, determine the allocation and apportionment of earnings and profits and other Tax attributes in its sole discretion. CRC and all members of the CRC Group shall prepare all Tax Returns in accordance with such written notice. For the avoidance of doubt, OPC shall not be liable to CRC or any member of the CRC Group for failure of the determination of earnings and profits or other Tax attributes to be accurate under applicable law.

3.11      Allocation of Tax Items . All Tax computations for (1) any Pre-Distribution Taxable Periods ending on the Distribution Date and (2) the immediately following taxable period of CRC or any member of the CRC Group will be made pursuant to Treasury Regulation Section 1.1502-76(b) of the Treasury Regulations or of a corresponding provision under the laws of other jurisdictions, as determined by OPC.

ARTICLE IV     
LIABILITY FOR TRANSACTION TAXES

4.1      OPC’s Liability for Transaction Taxes . Notwithstanding Article III, OPC and each member of the OPC Group will be liable for one hundred percent (100%) of any Transaction Taxes that result from one or more of the following:

(c)      any inaccurate written covenant, representation or warranty by OPC (or any member of the OPC Group) in this Agreement or the Officer’s Certificate; or

(d)      any act, failure to act, or omission of or by OPC (or any member of the OPC Group) inconsistent with any covenant, representation or warranty of OPC in this Agreement, the Officer’s Certificate, or the Private Letter Ruling Request.

(e)      Notwithstanding Section 4.1(a), OPC shall have no liability for Transaction Taxes that result, in whole or in part, from any act by CRC or any CRC subsidiary described in Section 4.2(c) or (d).

4.2      CRC’s Liability for Transaction Taxes . Notwithstanding Article III, CRC and each CRC subsidiary will be liable for one hundred percent (100%) of any Transaction Taxes that result from one or more of the following:

(a)      any inaccurate written covenant, representation or warranty by CRC (or any CRC subsidiary) in this Agreement or the Officer’s Certificate;

(b)      any act, failure to act, or omission of or by CRC (or any CRC subsidiary) inconsistent with (i) any covenant, representation or warranty of CRC in this Agreement or the Officer’s Certificate, or (ii) any covenant, representation or warranty included in the Private Letter Ruling Request;

(c)      any breach by CRC (or any CRC subsidiary) of any covenant contained in Section 6.2; or

(d)      any action of CRC taken pursuant to Section 6.3 that results in the imposition of any Transaction Taxes.

4.3      Shared Liability for Transaction Taxes . Subject to Section 4.4, Transaction Taxes that are not attributable to the fault of either party, and as such are not allocable under Section 4.1 or Section 4.2, shall be shared between the parties, with OPC and CRC each bearing fifty percent (50%) of such Transaction Taxes.

4.4      To the extent the imposition of Transaction Taxes that are not attributable to the fault of either party result in an increase in the tax basis of depreciable, depleteable or amortizable assets of CRC or any member of the CRC Group, then (i) OPC shall be liable for the payment of such Transaction Taxes, and (ii) CRC shall make the payments to OPC provided for in Section 7.4. For the avoidance of doubt, penalties and interest related to Transaction Taxes that are not attributable to the fault of either party will be shared between the parties under Section 4.3.

ARTICLE V     
REPRESENTATIONS AND WARRANTIES

5.1      Tax Materials . Each of OPC and CRC hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has examined (A) drafts of the Officer’s Certificate and (B) any other materials delivered by OPC or CRC in connection with obtaining the Tax Opinion or submitting the Private Letter Ruling Request ((A) and (B), collectively, the “ Draft Tax Materials ”), (ii) it has updated through and including the date of the Second Distribution the Draft Tax Materials deliverable by OPC or CRC (as updated, the “ Final Tax Materials ”), and (iii) the facts to be presented and the representations to be made in the Final Tax Materials are and will be, from the time presented or made through and including the time of the Final Distribution, true, correct and complete in all respects.

5.2      No Contrary Knowledge . Each of OPC and CRC represents that, as of the date of this Agreement, it knows of no fact (after due inquiry) that may cause the Tax treatment of the Internal Spin-Off or the External Spin-Off to be other than that contemplated in the Separation and Distribution Agreement and the Tax Opinion.

5.3      No Contrary Plan . OPC represents and warrants that neither it, nor any member of the OPC Group, has any plan or intent to take any action that is inconsistent with any factual statements or representations it makes in the Final Tax Materials. CRC represents and warrants that neither it, nor any member of the CRC Group nor any CRC subsidiary, has any plan or intent to take any action that is inconsistent with any factual statements or representations it makes in the Final Tax Materials.

ARTICLE VI     
COVENANTS

6.1      General . The parties intend for the Internal Restructuring to qualify for tax-free treatment as described in the Tax Opinions, and for each of the Internal Spin-Off and the External Spin-Off to qualify for tax-free treatment under Sections 355, 361, and/or 368(a)(1)(D), and related provisions of the Code pursuant to which gain or loss is not recognized by Sub 1, OPC, or OPC’s stockholders (such tax-free treatment, the “ Tax-Free Status ”).

6.2      CRC Restricted Actions . During the Restricted Period, CRC will not, nor will CRC permit any member of the CRC Group or any other Person directly or indirectly controlled by CRC to:

(a)      voluntarily liquidate or dissolve (including any action that results in a liquidation or dissolution for federal income tax purposes);

(b)      (1) enter into any Proposed Acquisition Transaction or, to the extent CRC has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any outstanding CRC Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48, 2003-2 C.B. 86, and Revenue Procedure 2013-32, 2013-28 I.R.B. 55), (3) recapitalize, reclassify, or alter the voting rights of one or more shares of its Capital Stock, or (4) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Final Tax Materials) that in the aggregate (and taking into account any other transactions described in this Section 6.2(b)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in CRC or otherwise jeopardize the Tax-Free Status;

(c)      (1) decrease the number of members of the board of directors of CRC or increase the number of such members to more than ten, (2) increase or decrease the number of the members of the board of directors of any pre-Second Distribution CRC subsidiary, or (3) alter in any way the procedures for the nomination, election, and termination of members of the board of directors, or expand, contract, or otherwise modify the rights of the board of directors to govern the affairs of CRC or any pre-Second Distribution CRC subsidiary, in each case, in a manner that differs from the manner set forth in the Certificate of Incorporation and Bylaws of CRC or any pre-Second Distribution CRC subsidiary in effect as of the date of the First Contribution if any such modification could reasonably be expected to cause the First Distribution or the Second Distribution to be taxable under Section 355 of the Code;

(d)      sell, exchange, distribute, or otherwise dispose of any pre-Second Distribution CRC subsidiary or all or a substantial part of the assets of any of the trades or businesses conducted by CRC and the pre-Second Distribution CRC subsidiaries (other than sales or transfers of inventory in the ordinary course of business) prior to the Second Distribution, provided , however , that the foregoing shall not apply to (i) sales, transfers, or dispositions of assets in the ordinary course of business, (ii) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (iii) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes, or (iv) any mandatory or optional repayment (or pre-

payment) of any indebtedness of CRC or any member of the CRC Group, and provided , further , that for purposes of this Section 6.2(d), a merger of CRC or one of its subsidiaries with and into any Person that is not a wholly owned subsidiary of CRC shall constitute a disposition of all of the assets of CRC or such subsidiary;

(e)      take, or fail to take, any action that causes the trades or businesses conducted by CRC or any pre-Second Distribution CRC subsidiary to cease to be actively conducted (within the meaning of Section 355(b) of the Code and the applicable Treasury Regulations) by CRC or any such pre-Second Distribution CRC subsidiary in substantially the same manner as such business was conducted immediately before the Internal Spin-Off;

(f)      sell or transfer to any corporate subsidiary, or agree to sell or transfer to any corporate subsidiary (including in any transaction treated for federal income tax purposes as a sale or transfer) any assets held, directly or indirectly, by any Liquidated Corporation immediately before the liquidation (whether actual or deemed for federal income tax purposes) of such Liquidated Corporation;

(g)      enter into any negotiations, agreements, understandings, or arrangements with respect to any of the foregoing; or

(h)      take, or fail to take, any action that could reasonably be expected to cause the Internal Spin-Off or the External Spin-Off to fail to obtain the Tax-Free Status (any such action or failure to act, together with any action set forth in Sections 6.2(a)–(g), a “ Restricted Action ”); provided , however , that the term “Restricted Action” does not include any action, or failure to act, that is contemplated by the terms of the Separation and Distribution Agreement.

6.3      Permitted Actions . Notwithstanding Section 6.2, CRC will be permitted to take a Restricted Action if, prior to taking such action, CRC provides 60 days’ advance written notification to OPC of its plans with respect to such action, and promptly and completely responds to any inquiries by OPC with respect to such action and either:

(a)      CRC obtains a private letter ruling with respect to such Restricted Action from the IRS (a “ Ruling ”) that is reasonably satisfactory to OPC on the basis of facts and representations consistent with the facts at the time of such action, that such action will not affect the Tax-Free Status as contemplated by the Tax Opinion; provided , however , that CRC will not submit any request for such Ruling if OPC determines in good faith that filing such request might have a materially adverse effect upon OPC;

(b)      CRC obtains an unqualified opinion reasonably acceptable to OPC of an independent nationally recognized law firm or accounting firm approved by OPC (a “ Subsequent Opinion ”), on the basis of facts and representations consistent with the facts at the time of such action, that such action will not affect the Tax-Free Status as contemplated by the Tax Opinion, provided that such Subsequent Opinion assumes that, without regard to the Restricted Transaction, the Internal Restructuring, the Internal Spin-Off, and the External Spin-Off qualify for the Tax-Free Status; or

(c)      CRC obtains the prior written consent of OPC.

(d)      For the avoidance of doubt, CRC shall not be relieved of any indemnification obligation pursuant to Article IX or otherwise under this Agreement as a result of having satisfied the requirements of this Section 6.3.

6.4      Notice of Subsequent Information . CRC and its affiliates will furnish OPC with a copy of any document or information that reasonably could be expected to have an impact on the Tax-Free Status of the Distributions.

6.5      Cooperation Related to the Tax-Free Status of the Distributions .

(e)      OPC will cooperate with CRC, and will take (or refrain from taking) all such actions as CRC may reasonably request in connection with obtaining any Ruling or Subsequent Opinion referred to in Sections 6.3 and 6.4; provided , however , that CRC shall reimburse OPC for all expenses incurred by OPC in connection with such cooperation. Such cooperation includes providing any information, representations and/or covenants reasonably requested by CRC (or its counsel) to enable CRC to obtain and maintain either a Ruling or a Subsequent Opinion. From and after any date on which OPC, CRC, or any of their respective affiliates makes any representation or covenant to counsel for the purpose of obtaining a Subsequent Opinion or to the IRS for the purpose of obtaining a Ruling and (with respect solely to any representation given) until the Restricted Period ends (or such later date as may be agreed upon at the time such representation is made), the party making such representation or covenant will take no action that would cause such representation to be untrue or covenant to be breached unless both parties determine, in their reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Distributions, that such action would not cause the Tax-Free Status to cease to apply to the Distributions. Such representations and warranties, once made in writing, will be considered Final Tax Materials subject to the provisions of Section 5.1.

(f)      Without limiting OPC’s approval rights set forth in Section 6.3, if CRC receives a Subsequent Opinion or Ruling, CRC shall promptly, and in any event within two (2) business days after the receipt of the Subsequent Opinion or Ruling, provide a copy of such Subsequent Opinion or Ruling to OPC to the extent OPC has not otherwise been provided with a copy.

(g)      CRC may not file any request for a Ruling with respect to the Tax-Free Status of the Distributions without the prior written consent of OPC, which consent may not be unreasonably withheld or delayed.

6.6      Tax Reporting .

(d)      Each of OPC and CRC covenants and agrees that it will not take, and will cause its respective affiliates to refrain from taking, any position on a Tax Return that is inconsistent with the Tax-Free Status of the Internal Spin-Off and the External Spin-Off.

(e)      Each of OPC and CRC shall timely comply with any information reporting requirements imposed by any Tax Authority with respect to the Internal Spin-Off and the External Spin-Off.

6.7      Tax Assistance and Cooperation .

(a)      Cooperation . OPC and CRC will each cooperate fully (and each will cause its respective affiliates to cooperate fully) with all reasonable requests from the other party in connection with the preparation and filing of Tax Returns, claims for refund and Audits concerning issues or other matters covered by this Agreement. The party requesting assistance hereunder shall reimburse the other for reasonable out-of-pocket expenses incurred in providing such assistance. Such cooperation will include, without limitation:

(i)      the retention until the expiration of the applicable statute of limitations, and extensions, if any, thereof, and the provision upon request, of Tax Returns, books, records (including information regarding ownership and Income Tax basis of property), documentation and other information relating to the Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Tax Authorities;

(ii)      the execution of any document that may be necessary or reasonably helpful in connection with any Audit, or the filing of a Tax Return or refund claim by a member of the OPC Group or the CRC Group, including certification, to the best of a party’s knowledge, of the accuracy and completeness of the information it has supplied; and

(iii)      the use of the party’s best efforts to obtain any documentation that may be necessary or reasonably helpful in connection with any of the foregoing. Each party will make its employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters.

(b)      Failure to Perform . If a party fails to comply with any of its obligations set forth in Section 6.7(a) upon reasonable request and notice by the other party, and such failure results in the imposition of additional Taxes, the nonperforming party will be liable in full for such additional Taxes.

(c)      Retention of Records . A party intending to dispose of documentation of OPC (or any OPC affiliate) or CRC (or any CRC affiliate), including without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto prior to the expiration of the statute of limitations (including any waivers or extensions thereof) of the taxable year or years to which such documentation relates, shall provide written notice to the other party describing the documentation to be destroyed or disposed of sixty (60) business days prior to taking such action. The other party may arrange to take delivery of the documentation described in the notice at its expense during the succeeding sixty (60) day period.

ARTICLE VII     
PAYMENTS

7.1      Net Separate Tax Liability . Not later than fifteen days following the provision of the Net Separate Tax Liability computation to CRC as provided in Section 3.3, CRC shall pay to OPC an amount equal to the Net Separate Tax Liability.

7.2      Returns Under Section 2.1(a)(ii) . CRC shall pay to OPC the amount of Tax Liability shown on any return filed by OPC pursuant to Section 2.1(a)(ii).

7.3      Audit Adjustment Increases . In the event of a redetermination of any Tax Item reflected on any Tax Return described in Section 2.1(a)(i) (other than Tax Items relating to Transaction Taxes), as a result of a Final Determination which affects CRC’s liability for Audit Adjustment Increases, OPC will prepare a revised pro forma Tax Return for the relevant taxable period reflecting the redetermination of such Tax Item as a result of such Final Determination. CRC shall pay to OPC an amount equal to any Audit Adjustment Increase as described by the revised pro forma Tax Return.

7.4      Payments Owed by CRC Under Section 4.4 . CRC shall pay to OPC the amount of Tax Savings Attributable to Tax Basis Increases. In the event that CRC is required to make payments pursuant to this Section 7.4, CRC shall, on an annual basis, provide OPC with a computation of the amount of Tax Savings Attributable to Tax Basis Increases within 15 days of filing the federal income tax return of the CRC Group. Any dispute regarding the computation shall be resolved pursuant to Article X.

7.5      Rules Regarding Payments Under this Agreement . In the event that one party (the “ Owing Party ”) is required to make a payment to another party (the “ Owed Party ”) pursuant to this Agreement, then such payments will be made according to this Section 7.5.

(f)      General . All payments shall be made to the Owed Party within the time prescribed for payment in this Agreement, or if no period is prescribed, within twenty (20) days after delivery of written notice of payment owing together with a computation of the amounts due.

(g)      Treatment of Payments . Unless otherwise required by any Final Determination, the OPC Group and the CRC Group agree to treat (i) any payment required by this Agreement as either a contribution by OPC to CRC or a distribution by CRC to OPC, as the case may be, occurring immediately prior to the Second Distribution, and (ii) any payment of interest or non-federal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

(h)      Interest . Payments pursuant to this Agreement that are not made within the period prescribed in this Agreement (the “ Payment Period ”) and that are not otherwise setoff against amounts owed by one party to the other party will bear interest for the period from and including the date immediately following the last date of the Payment Period through and including the date of payment at a per annum rate equal to the applicable rate for large corporate underpayments set forth in Section 6621(c) of the Code. Such interest will be payable at the same time as the payment to which it relates and will be calculated on the basis of a year of 365 days and the actual number of days for which due.

ARTICLE VIII     
AUDITS AND TAX PROCEEDINGS

8.1      In General . Except as otherwise provided in this Agreement, the party filing a Tax Return (the “ Filing Party ”) will have the exclusive right, in its sole discretion, to control, contest, and represent the interests of OPC, any member of the OPC Group, CRC, and any member of the CRC Group in any Audit relating to such Tax Return and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit. The Filing Party’s rights will extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in handling, settling, or contesting an Audit will be borne by the Filing Party. CRC will not settle any Audit it controls concerning a Tax Item of a Pre-Distribution Taxable Period on a basis that would materially increase a Tax Liability of the OPC Group with respect to a Pre-Distribution Taxable Period without obtaining OPC’s consent.

8.2      Notice . As soon as practicable after a party receives a written notice from a Tax Authority of a proposed adjustment to a Tax Item for a Pre-Distribution Taxable Period (irrespective of whether such proposed adjustment would reasonably be expected to give rise to an indemnification obligation or other liability (including a liability for Tax) under this Agreement), such party shall notify the other party of such proposed adjustment, and thereafter shall promptly forward to the other party copies of notices and material communications with any Tax Authority relating to such proposed adjustment; provided , however , that the failure to provide such notice will not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that such Indemnifying Party is materially prejudiced by such failure.

8.3      Control of Transaction Tax Proceedings . Notwithstanding any provision in this Agreement to the contrary, OPC will control all activities and strategic decisions with respect to any Tax proceedings relating to Transaction Taxes.

ARTICLE IX     
INDEMNIFICATION

9.1      OPC’s Indemnification Obligations . Except as otherwise provided in this Agreement, OPC will indemnify and hold harmless CRC and any member of the CRC Group and any CRC subsidiary for all Tax Liabilities (and any loss, cost, fine, penalty, damage or other expense of any kind, including reasonable attorneys’ fees and costs incurred in connection therewith) attributable to (i) any Taxes for which OPC or any member of the OPC Consolidated Group liable for under this agreement which is imposed upon CRC by reason of CRC being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local law; (ii) OPC’s portion of any Transfer Taxes as set forth in Section 3.4; and (iii) any Taxes of CRC or its affiliates resulting from the breach of any obligation or covenant of OPC under this Agreement.

9.2      CRC’s Indemnification Obligations . CRC will indemnify and hold harmless each of OPC and any member of the OPC Group for all Tax Losses (and any loss, cost, fine, penalty, damage or expense of any kind, including reasonable attorneys’ fees and costs incurred in connection therewith) attributable to (i) any Taxes for which CRC is responsible under Section 3.1; (ii)

Transaction Taxes for which CRC is responsible under Article IV; (iii) CRC’s portion of any Transfer Taxes as set forth in Section 3.4; and (iv) any Taxes resulting from the breach of any obligation or covenant of CRC under this Agreement.

9.3      Indemnification Mechanics .

(i)      If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Article IX, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Article IX, showing such calculations in reasonably sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Article IX; provided , however , that the Indemnifying Party will not be required to make the indemnification payment if the Indemnifying Party disagrees with such calculations. In such case, the Indemnifying Party shall notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. Any disagreement with respect to such indemnification payment will be resolved pursuant to Section 10.1.

(j)      Any claim under this Article IX shall be made no later than sixty (60) days after the expiration of the applicable statute of limitations for assessment of such Tax Liability.

(k)      The amount of any indemnification payment with respect to any Tax Liability will be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax Liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 9.3(a). If any indemnification payment hereunder is determined to be taxable to the Indemnified Party by any Tax Authority, the indemnity payment payable by the Indemnifying Party will be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 9.3(c)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

ARTICLE X     
MISCELLANEOUS

10.1      Dispute Resolution . In the event that OPC and CRC disagree as to the amount or calculation of any payment to be made under this Agreement, or the interpretation or application of any provision under this Agreement, the parties will attempt in good faith to resolve such dispute. If such dispute is not resolved within sixty (60) business days following the commencement of the dispute, OPC and CRC will jointly retain an Independent Firm, reasonably acceptable to both parties, to resolve the dispute; provided , however , that in order to pursue any such dispute resolution under this Section 10.1, the Owing Party shall either (i) first pay to the Owed Party, or place in an escrow reasonably satisfactory to the Owed Party pending resolution of such dispute, an amount equal to the payment which is the subject of such dispute, or (ii) deliver to the Owed Party a written opinion of an independent law or accounting firm reasonably acceptable to both parties, substantially to the

effect that with respect to such dispute the Owing Party is more likely than not to prevail in its entirety in the dispute resolution proceeding. The Independent Firm will act as an arbitrator to resolve all points of disagreement and its decision will be final and binding upon all parties involved. Following the decision of the Independent Firm, OPC and CRC will each take or cause to be taken any action necessary to implement the decision of the Independent Firm. The fees and expenses relating to the Independent Firm will be borne by the party that does not prevail in the dispute resolution proceeding. Notwithstanding anything in this Agreement to the contrary, the dispute resolution provisions set forth in this Section 10.1 will not be applicable to any disagreement between OPC and CRC relating to Transaction Taxes or Transaction Tax proceedings.

10.2      Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without reference to its conflicts of laws principles.

10.3      Changes in Law . Any reference to a provision of the Code or a law of another jurisdiction will include a reference to any applicable successor provision or law. If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated thereby becomes impracticable or impossible, the parties hereto will use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

10.4      Confidentiality . Each party will hold and cause its directors, officers, employees, advisors and consultants to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such party) concerning the other parties hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no fault of such party, (ii) later lawfully acquired from other sources not known to be under a duty of confidentiality by the party to which it was furnished, or (iii) independently developed), and each party will not release or disclose such information to any other Person, except its directors, officers, employees, auditors, attorneys, financial advisors, bankers and other consultants who will be advised of and agree to be bound by the provisions of this Section 10.4. Each party will be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

10.5      Amendment, Modification, or Termination . This Agreement may be amended, modified, supplemented or terminated only by a written agreement signed by all of the parties hereto; provided , however , that any indemnification obligations arising under Article IX of this Agreement for all taxable periods prior to any termination of this Agreement will survive until such indemnification obligations are satisfied in full.

10.6      Notices . All notices and other communications required or permitted to be given hereunder shall be in writing and will be deemed given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following business day or if delivered by hand the following business day),

(b) confirmed delivery of a standard overnight courier or when delivered by hand or (c) the expiration of five business days after the date mailed by certified or registered mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other addresses for a party as may be specified by like notice):

If to OPC or any member of the OPC Group, to:

Occidental Petroleum Corporation

10889 Wilshire Boulevard, Los Angeles, CA 90024

Attention: Michael S. Stutts

Michael_Stutts@oxy.com

with a copy (which will not constitute effective notice) to:

Vinson & Elkins L.L.P.

2200 Pennsylvania Avenue, NW, Washington, DC 20037

Attention: Gary R. Huffman

ghuffman@velaw.com

If to CRC or any member of the CRC Group, to:

CRC

10889 Wilshire Boulevard, Los Angeles, CA 90024

Attention: Noelle M. Repetti

Noelle_Repetti@oxy.com

with a copy (which will not constitute effective notice) to:

CRC

10889 Wilshire Boulevard, Los Angeles, CA 90024

Attention: Michael Preston

Michael_Preston@oxy.com

or to such other address as any party hereto may have furnished to the other parties by a notice in writing in accordance with this Section 10.6.

10.7      Complete Agreement . This Agreement, with the other transaction agreements and other documents referred to herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous negotiations, commitments and writings with respect to such subject matter. In the case of any conflict between the terms of this Agreement and the terms of any other transaction agreement, the terms of this Agreement will be applicable.

10.8      Interpretation . The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties hereto and should not in any way affect the meaning or interpretation of this Agreement.

10.9      Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

10.10      Successors and Assigns; No Third-Party Beneficiaries . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder may be assigned by any party hereto without the prior written consent of the other parties. This Agreement is solely for the benefit of OPC and CRC and their respective subsidiaries, affiliates, successors and assigns, and is not intended to confer upon any third parties any rights or remedies hereunder.

10.11      Authorization . Each of OPC and CRC hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

10.12      Arbitration . To the extent any dispute under this Agreement (i) cannot be resolved pursuant to Section 10.1, or (ii) relates to Transaction Taxes or Transaction Tax proceedings, OPC and CRC shall resolve such dispute pursuant to the arbitration provisions set forth in Article VI of the Separation and Distribution Agreement.

10.13      Waiver of Jury Trial . Each of the parties hereto irrevocably and unconditionally waives all right to trial by jury in any litigation, claim, action, suit, arbitration, inquiry, proceeding, investigation or counterclaim (whether based in contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof.

10.14      Waivers . Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision hereunder will not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

10.15      Specific Performance . The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties will be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

10.16      Setoff . All payments to be made by any party under this Agreement may be netted against payments due to such party under this Agreement, but otherwise shall be made without setoff, counterclaim or withholding, all of which are hereby expressly waived.

10.17      Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.

10.18      Effective Date . This Agreement is effective as of the Effective Time.

IN WITNESS WHEREOF, each of the parties has caused this Tax Sharing Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.

OCCIDENTAL PETROLEUM CORPORATION

By:     /s/ Marcia E. Backus    

Name:    Marcia E. Backus

Title:    Vice President and General Counsel

CALIFORNIA RESOURCES CORPORATION

By:     /s/ Todd A. Stevens    

Name:    Todd A. Stevens

Title:    President and Chief Executive Officer

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

OCCIDENTAL PETROLEUM CORPORATION

AND

CALIFORNIA RESOURCES CORPORATION

DATED AS OF NOVEMBER 25, 2014

TABLE OF CONTENTS

ARTICLE I
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

ARTICLE II
DEFINITIONS

ARTICLE III
ASSIGNMENT OF EMPLOYEES

ARTICLE IV
EQUITY AND LONG-TERM INCENTIVE AWARDS

Section 4.3            Stock Appreciation Rights…………….......................................................... 19

ARTICLE V
BONUS AND SHORT-TERM INCENTIVE PLANS

ARTICLE VI
QUALIFIED DEFINED BENEFIT PLANS

ARTICLE VII
QUALIFIED DEFINED CONTRIBUTION PLANS

ARTICLE VIII
NONQUALIFIED DEFERRED COMPENSATION PLANS

ARTICLE IX
WELFARE PLANS

ARTICLE X
WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION

ARTICLE XI
SEVERANCE

ARTICLE XII
BENEFIT ARRANGEMENTS AND OTHER MATTERS

ARTICLE XIII
GENERAL PROVISIONS

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT , made and entered into as of November 25, 2014, is by and between Occidental Petroleum Corporation, a Delaware corporation (“ OPC ”), and California Resources Corporation, a Delaware corporation and wholly-owned Subsidiary of OPC (“ CRC ”). OPC and CRC are also referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 2.1 .

R E C I T A L S

WHEREAS , OPC has determined that it would be appropriate, desirable and in the best interests of OPC and the stockholders of OPC to separate the CRC Business from OPC;

WHEREAS , concurrently herewith, OPC and CRC will enter into the Separation and Distribution Agreement, dated as of the date hereof (the “ Separation Agreement ”), in connection with the separation of the CRC Business from OPC and the Distribution of CRC Common Stock to the stockholders of OPC;

WHEREAS , the Separation Agreement also provides for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of CRC and its Subsidiaries from OPC; and

WHEREAS , in order to ensure an orderly transition under the Separation Agreement, it will be necessary for the Parties to allocate between them Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs, and certain other employment-related matters.

NOW, THEREFORE , in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 1.1      General Principles.

(a)      Cessation of Participation in OPC Benefit Plans by CRC Group Employees . Each member of the OPC Group and each member of the CRC Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the OPC Benefit Plans by all CRC Group Employees shall terminate in connection with the Initial Distribution as and when provided under this Agreement (or, if not specifically provided under this Agreement, as of the Effective Time).

(b)      Certain Obligations of the CRC Group . Except as otherwise provided in this Agreement, effective as of the Effective Time, CRC (on behalf of the CRC Group) hereby assumes or shall continue the sponsorship of, and no member of the OPC Group shall have any further Liability with respect to or under, the following agreements, obligations and Liabilities, and CRC hereby indemnifies each member of the OPC Group, and the officers, directors, and employees of each member of the OPC Group, and shall hold them harmless with respect to such agreements, obligations or Liabilities:

(i)      any and all individual agreements entered into between any member of the OPC Group or CRC Group and any CRC Group Employee or Former CRC Group Employee;

(ii)      any and all agreements entered into between any member of the OPC Group or CRC Group and any individual who is a consultant or an independent contractor providing services primarily for the benefit of the CRC Business;

(iii)      any and all collective bargaining agreements, collective agreements and trade union or works council agreements entered into between any member of the OPC Group or CRC Group and any labor union, trade union, works council or other representative of CRC Group Employees;

(iv)      any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), commissions, bonuses, payment owed for any vacation or paid time off entitlement and any other compensation or benefits payable to or on behalf of any CRC Group Employees or Former CRC Group Employees on or after the Distribution Date, without regard to when such wages, salaries, incentive compensation, commissions, bonuses, or other compensation or benefits are or may have been earned;

(v)      any and all Liabilities and other obligations relating to any Benefit Plan that is sponsored, maintained or contributed to exclusively by a member or members of the CRC Group or for the benefit of one or more CRC Group Employees or Former CRC Group Employees (whether or not such Liabilities relate to CRC Group Employees or Former CRC Group Employees);

(vi)      any and all expenses and obligations related to relocation, repatriation, transfers or similar items incurred by or owed to any CRC Group Employees or Former CRC Group Employees that have not been paid prior to the Distribution Date;

(vii)      any and all immigration-related, visa, work application or similar rights, obligations and Liabilities related to any CRC Group Employees and Former CRC Group Employees;

(viii)      any employment tax, superannuation, employment insurance, pension plan or similar Liabilities incurred or owed with respect to CRC Group Employees and Former CRC Group Employees; and

(ix)      any and all Liabilities and obligations whatsoever with respect to claims made by, on behalf of, or with respect to any CRC Group Employees, Former CRC Group Employees or independent contractors providing services primarily for the CRC Business including any such Liability or obligation in connection with any labor or employment practice, workers’ compensation claims, labor or employment Laws, employee benefit plan, program or policy not otherwise expressly retained or assumed by any member of the OPC Group pursuant to this Agreement, including such Liabilities relating to actions or omissions of or by any member of the CRC Group or any officer, director, employee or agent thereof on or prior to the Effective Time.

(c)      Certain Obligations of the OPC Group . Except as otherwise provided in this Agreement, effective as of the Effective Time, no member of the CRC Group shall have any further Liability for, and OPC hereby indemnifies each member of the CRC Group, and the officers, directors, and employees of each member of the CRC Group, and shall hold them harmless with respect to any and all Liabilities and obligations whatsoever with respect to, claims made by or with respect to any OPC Group Employees and Former OPC Group Employees in connection with any employee benefit plan, program or policy not otherwise retained or assumed by any member of the CRC Group pursuant to this Agreement, including such Liabilities relating to actions or omissions of or by any member of the OPC Group or any officer, director, employee or agent thereof on, prior to or after the Effective Time.

Section 1.2      Service Credit .

(a)      Service for Participation, Eligibility, Vesting, and Benefit Level Purposes . Except as otherwise provided in any other provision of this Agreement, the CRC Benefit Plans shall, and CRC shall cause each member of the CRC Group to, recognize each CRC Group Employee’s full service credit for purposes of participation, eligibility, vesting and determination of level of benefits under any CRC Benefit Plan for such CRC Group Employee’s service with any member of the OPC Group on or prior to the Effective Time, to the same extent such service would be credited if it had been performed for a member of the CRC Group.

(b)      Evidence of Prior Servic e . Notwithstanding anything to the contrary, but subject to applicable Law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party copies of any records available to the first Party to document such service, plan participation and membership of such Employees and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and determination of level of benefits with respect to any Employee.

Section 1.3      Plan Administration.

(a)      Transition Services . The Parties acknowledge that the OPC Group or the CRC Group may provide administrative services for certain of the other Party’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate or comparable agreement (if required by HIPAA or other applicable health information or privacy Laws) in connection with such Transition Services Agreement.

(b)      Participant Elections and Beneficiary Designations . All participant elections and beneficiary designations made under any OPC Benefit Plan with respect to which Assets or Liabilities are transferred or allocated to plans maintained by a member of the CRC Group in accordance with this Agreement shall continue in effect under the applicable CRC Benefit Plan, including deferral, investment and payment form elections, dividend elections, coverage options and levels, beneficiary designations and the rights of alternate payees under qualified domestic relations orders, to the extent allowed by applicable Law.

Section 1.4      Retention of CRC Group Plans . In the event any Benefit Plan is sponsored, maintained or contributed to exclusively by a member or members of the CRC Group or exclusively for the benefit of one or more CRC Group Employees or Former CRC Group Employees, from and after the Effective Time, CRC hereby assumes and retains, or shall cause a member of the CRC Group to assume or retain, sponsorship of such Benefit Plan and all Liabilities relating thereto (whether or not such Liabilities relate to CRC Group Employees or Former CRC Group Employees).

Section 1.5      No Duplication or Acceleration of Benefits . Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Transfer Document, no participant in the CRC Defined Contribution Plans, CRC Welfare Plans or other CRC Benefit Plans shall receive benefits that duplicate benefits provided by the corresponding OPC Benefit Plan or arrangement. Furthermore, unless expressly provided for in this Agreement, the Separation Agreement or in any Transfer Document or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements to any compensation or Benefit Plan on the part of any OPC Group Employee, Former OPC Group Employee, OPC Director, CRC Director, CRC Group Employee or Former CRC Group Employee.

Section 1.6      No Expansion of Participation . Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by OPC and CRC, as required by applicable Law, or as explicitly set forth in a CRC Benefit Plan, a CRC Group Employee shall be entitled to participate in the CRC Benefit Plans only to the extent that such Employee was entitled to participate in the corresponding OPC Benefit Plan or Benefit Plan sponsored by a member of the CRC Group as in effect as of the Effective Time, with it being the intent of the Parties that this Agreement does not result in any expansion of the number of CRC Group Employees participating or the participation rights therein that they had prior to the Effective Time.

ARTICLE II     
DEFINITIONS