1.1 Restatement of Plan 1

OccidentalPetroleumCorporationSavingsPlan

Amended and Restated Effective as of October 1, 2026

Article1.Introduction

1.1RestatementofPlan

Effective as of October 1, 2026, Occidental Petroleum Corporation (“Company”) hereby amends andrestatestheOccidentalPetroleumCorporationSavingsPlan(“Plan”)tomakeamendmentsand changes as reflected herein. The provisions of this restatement shall be effective as of October 1, 2026,exceptasfollowsorasotherwisespecificallyprovidedinthisdocument.Whereaparticular provision of this restatement has an effective date earlier than October 1, 2026, the relevant provision of this restatement shall supersede the corresponding provision of the prior version of the Plan as of the earlier effective date. Where a particular provision of this restatement has an effective date later than October 1, 2026, the relevant provision of the prior version of the Plan shall continue to apply prior to such effective date.

1.2Purposeand ApplicabilityofthePlan

ThisPlanisintendedtoencourageandassistEligibleEmployeesinadoptingaregularprogramof savingstoprovideadditionalsecurityfortheirretirement.Exceptasotherwiseprovidedherein,the provisions of this Plan restatement are applicable only to Eligible Employees on or after October 1, 2026.UnlessotherwiseexplicitlyprovidedinthisPlanrestatement,thePlanprovisionsineffect prior to this restatement shall continue to govern the terms and conditions of the Plan prior to October 1, 2026.

Notwithstanding any contrary Plan provision, if any modification of ERISA or the Code (or regulations or rulings thereunder) requires that a conforming Plan amendment be adopted as of a stated effective date in order for the Plan to continue to be a qualified plan, this Plan shall be operated in accordance with such requirements until thedate when a conforming Plan amendment is adopted.

1.3StructureofthePlan

The Plan is intended to qualify as a stock bonus plan under Code section 401(a) that includes a qualified cash or deferred arrangement under Code section 401(k)(2).

EffectiveJune1,2002,toenablethedeductionondividendspaidoncertainemployersecuritiesas permittedbyCodesection404(k),theMatchingAccounts,orportionsthereof,investedintheOxy Stock Fund under the Plan, at any point in time and in the aggregate, are intended to qualify, and areherebydesignated,asanemployeestockownershipplan(“ESOP”),withinthemeaningofCode section4975(e)(7).EffectiveJuly19,2007,toexpandtheavailabilityofthedeductionondividends paidonemployersecuritiesaspermittedbyCodesection404(k),theESOPisexpandedtoinclude the Oxy Stock Fund and the portions of Matching Accounts not invested in the Oxy Stock Fund shall cease to constitute part of the ESOP. On or before July 18, 2007, the Matching Accounts, or portionsthereof,investedintheOxyStockFundunderthePlan,atanypointintime,takentogether, and effective on or after July 19, 2007, all assets invested in the Oxy Stock Fund at any point in time, regardless of funding source, constitute an “eligible individual account plan,” as defined in ERISA section 407(d)(3), which explicitly provides for the acquisition and holding of and investment primarily in

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shares of Oxy Stock which constitute “qualifying employer securities,” as describedinCodesection4975(e)(8),and“employersecurities,”asdefinedinCodesection409(l).

The Company intends that the Plan and the ESOP together shall constitute a single plan under ERISA and the Code. Accordingly, the provisions set forth in the other sections of the Plan shall apply to the ESOP in the same manner as those provisions apply to the remaining portions of the Plan, except to the extent that those provisions are by their terms inapplicable to the ESOP, or to theextentthattheyareinconsistentwiththespecificprovisionssetforthherein.Exceptassetforth in specificprovisions herein that are related to the ESOP, including but notlimited to Plan section 9.5, the designation of any portion of the Plan constituting part of the ESOP shall not affect any Beneficiarydesignationsoranyotherapplicableagreements,electionsorconsentsthatParticipants, Spouses,AlternatePayeesorBeneficiariesvalidlyexecutedunderthetermsofthePlanbeforeJune 1,2002,theeffectivedateoftheESOP;andsuchdesignations,agreements,elections,andconsents shall apply under the ESOP in the same manner as they apply under the Plan.

Effective as of the Closing Date (as that term is defined in the Purchase and Sale Agreement (“Purchase Agreement”) by and among Berkshire Hathaway, Inc., Occidental Chemical Holding, LLC, and Environmental Resource Holdings, Inc. dated October 1, 2025 (“MEP Effective Date”), Occidental Chemical Corporation (“OxyChem”) ceased to be an Affiliate of the Company. In accordance with terms set forth in Appendix I, OxyChem remained an Employer under the Plan following the MEP Effective Date.

Upon the Cessation Date (as defined in Appendix I), those accounts of OxyChem Participants (as defined in Appendix I) were spun out of this Plan and into its own separate plan, the Occidental Chemical Corporation Retirement Savings Plan.

Article2.DefinitionsandConstruction

2.1 Definitions

WheneverusedinthePlan,thefollowingtermsshallhavetherespectivemeaningssetforthbelow, unless otherwise expressly provided; and when the defined meaning is intended, the term is capitalized.

(a)“Account”meanstheseparaterecordkeepingaccountmaintainedforeachParticipant which represents his or her total proportionate interest in the Trust Fund and which consists of the sum of following:

(1)After-TaxAccount;

(2)After-TaxRolloverAccount;

(3)In-PlanRothRolloverAccount;

(4)MatchingAccount;

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(5)Pre-TaxAccount;

(6)RolloverAccount;

(7)RothAccount;and

(8)RothRolloverAccount.

Theterm“Account”shallalsoincludeanyseparateaccountestablishedonbehalf of an Alternate Payee pursuant to a Qualified Domestic Relations Order or a Beneficiary following the Participant’s death.

(b)“AccountingDate”meansanydayonwhichtradingoccursontheNewYorkStock Exchange.

(c)“ACPTest”meanstheaveragecontributionpercentagetestperformedinaccordance with Plan section 6.4.

(d)“ActiveParticipant”meansanyEligibleEmployeewho:

(1)HasmettherequirementstobecomeaParticipantassetforthinArticle3,

(2)ContinuestobeemployedasanEligibleEmployee,and

(3)Hasnotbecomean InactiveParticipantorFormerParticipant.

(e)“ActualDeferralPercentage”means,foreachgroupofParticipantsforanyperiod,the averageoftheratios(calculatedseparatelyforeachParticipantineachgroup)ofPre-Tax Deferrals and/or Roth Contributions taken into account under the rules of this paragraph made on behalf of the Participant for the Plan Year to that Participant’s Testing Compensation earned while a Participant for the Plan Year. Such ratios and the Actual Deferral Percentage for each group shall be calculated to the nearest one-hundredth of 1 percentofaParticipant’sTestingCompensation.IfPre-TaxDeferralsorRoth Contributions cannot be taken into account under the ADP Test because they do not meet the following rules, then such amount must satisfy the nondiscrimination requirements of Codesection401(a)(4)forthePlanYearforwhichtheyaremade.Thefollowingrulesshall apply in determining the Average Deferral Percentages:

(1)Pre-Tax Deferrals and Roth Contributions shall be taken into account for the Plan Year in determining a Participant’s Actual Deferral Percentage only if all of the following requirements are met:

(A)ThePre-TaxDeferraland/orRothContributionisallocatedasofadateinthe Plan Year and the allocation is not contingent on the Participant’s participationinthePlanorperformanceofservicesforanEmployerafterthe allocation date.

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(B)The Pre-Tax Deferral and/or Roth Contribution is contributed to the Trust Fund no more than 12 months after the last day of the Plan Year.

(C)The Pre-Tax Deferral and/or Roth Contribution is made on account of the Participant’selectiontoreduceEarningsthatwouldotherwisebepaidwithin that Plan Year. Notwithstanding the foregoing, to the extent elected by the AdministrativeCommitteeonauniformbasis,Pre-TaxDeferralsand/orRoth Contributions may be taken into account for the Plan Year if they are attributable to services performed during the Plan Year and, but for the Participant’s election to reduce Earnings, would have been received by the ParticipantafterthelastdayofthePlanYearbutwithin21/2monthsafterthe lastdayofthePlanYear.IftheAdministrativeCommitteemakesthiselection for a Plan Year, then the Pre-Tax Deferrals and/or Roth Contributions shall be taken into account only in the ADP Test (or the ACP Test) for that Plan Year and shall not be taken into account in the ADP Test (or the ACP Test) for any other Plan Year.

(2)IfanyHighlyCompensatedEmployeeisaparticipant undertwoormorequalified cash or deferred arrangements of the Company or any Affiliate (including this Plan), all such cash or deferred arrangements shall be treated as one such arrangement for purposes of determining the Actual Deferral Percentage of the Highly Compensated Employee, except as provided in Treasury Regulations section 1.401(k)-2(a)(3)(ii).

(3)Pre-TaxDeferralsand/orRothContributionsofHighlyCompensatedEmployees for the Plan Year shall include Excess Deferrals, whether or not such Excess Deferrals are distributed under Plan section 6.1.

(4)Pre-TaxDeferralsand/orRothContributionstakenintoaccountundertheACPTest ofPlansection6.4forthePlanYearshallnotbetakenintoaccountundertheADP Test of this Plan section for the same or any other Plan Year.

(5)Pre-TaxDeferralsand/or RothContributionsmadepursuanttoCode

section 414(u) shall not be taken into account for purposes of the ADP Test (or theACPTest)forthePlanYearinwhichtheyaremadeorinanyotherPlanYear.

(f)“ADP Test” means the actual deferral percentage test performed in accordance with Plan section 6.2.

(g)“AdjustmentContributions”meansPre-TaxDeferrals and/orRothContributions which are recharacterized as After-Tax Contributions in order to comply with nondiscrimination testsofCodesections401(k)and401(m),asdescribedinPlansections6.2and6.4.Tothe extent required by

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Treasury Regulations section 1.401(m)-2(b)(3), Adjustment Contributions after recharacterization shall be treated as:

(1)After-TaxContributionsforpurposesofCodesections72,401(a)(4),and401(m); and

(2)Pre-TaxDeferralsand/orRothContributionsforpurposesofCodesections401(a) (otherthanCodesections401(a)(4),401(k),and401(m)),404,409,411,415,416,

and417.

(h)“AdministrativeCommittee” means the committeewhosemembers are appointedbythe Fiduciary Appointment Officer to administer the Plan in accordance with the applicable provisions of this Plan, including Article 12.

(i)“Affiliate”means:

(1)Any business entity while it is controlled by or under common control with the Company within the meaning of Code sections 414 and 1563, or

(2)Any member of an affiliated service group, within the meaning of Code section 414(m), of which the Company or any Affiliate is a member; and

(3)Any entity which, pursuant to Code section 414(o) and related Treasury Regulations, must be aggregated with the Company or any Affiliate for plan qualification purposes.

Forpurposesofparagraph(1),thedeterminationofcontrolshallbemadewithout reference to paragraphs (a)(4) and (e)(3)(C) of Code section 1563. For the purposes of applying the limitations of Plan sections 2.1(sss) and 6.6, the phrase “more than 50 percent” shall be substituted for the phrase “at least 80 percent” each place it appears in Code section 1563(a)(1).

(j)“After-Tax Account” means the recordkeepingaccount which evidences the value of After-TaxContributionsandanyAdjustmentContributions,includingrelatedinvestment gains and losses of the Trust Fund.

(k)“After-TaxContributions”meansthevoluntarycontributionsmadebyaParticipantto the Plan on an after-tax basis, as described in Plan section 4.1.

(l)“After-Tax Rollover Account” means the recordkeeping account which evidences the valueofAfter-TaxRolloverContributions,includingrelatedinvestmentgainsandlosses of the Trust Fund.

(m)“After-TaxRolloverContributions”meanstheeligibleafter-taxcontributionsmadeat thedirectionoftheEmployeepursuanttoPlansection10.12onorafterJanuary1,2020.

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(n)“AlternatePayee”means,withrespecttoaParticipant,anySpouse,formerSpouse,child, or other dependent of that Participant, who is an alternate payee, within the meaning of Codesection414(p)(8),andwhoisrecognizedbyaQualifiedDomesticRelationsOrderas havingtherighttoreceivealloraportionofthebenefitspayableunderthePlanwithrespect to the Participant.

(o)“AnnualAddition”meansthesumoftheamountsdescribedinPlansection6.6(b).

(p)“Annual Bonus” means up to the first $100,000 of bonus paid from an Employer to an Active Participant, who is not a “named executive officer,” as that term is defined in Regulations S-K under the Securities Exchange Act of 1934 (17 CFR §229.402(a)(3)), during the Plan Year under a regular annual incentive compensation plan, such as the Company’s Variable Compensation Program or Incentive Compensation Program (but excludingwithoutlimitationaspecialindividual orgroupbonus,a project bonus, andany other special bonus).

(q)“AverageContributionPercentage”means,foreachgroupofParticipantsforanyperiod, the average of the ratios (calculated separately for each Participant in each group) of the sum of Matching Contributions, After-Tax Contributions, and Adjustment Contributions made on behalf of the Participant for the Plan Year to that Participant’s Testing Compensation earned while a Participant for the Plan Year. Such ratios and Average ContributionPercentageforeachgroupshallbecalculatedtothenearestone-hundredthof 1 percent of an Eligible Employee’s Testing Compensation. If Matching Contributions, After-Tax Contributions or Adjustment Contributions cannot be taken into account under theACPTestbecausetheydonotmeetthefollowingrules,thensuchamountmustsatisfy thenondiscrimination requirements ofCodesection 401(a)(4)forthePlan Year forwhich they are made. The following rules shall apply in determining the Average Contribution Percentages:

(1)After-Tax Contributions shall be taken into account in determining a Participant’s AverageContributionPercentageforthePlanYearthattheAfter-TaxContributions are transferred to the Trust Fund. For this purpose, an After-Tax Contribution is treated as transferred to the Trust Fund at the time it would have been paid to the Participant if it is transferred to the Trust Fund within a reasonable time after the amount is withheld from the Participant’s Earnings.

(2)Adjustment Contributions are taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year in which the Adjustment Contributions are includible in the gross income of the Participant.

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(3)Matching Contributions are taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year only if all of the following are met:

(A)The Matching Contribution is made on account of the Participant’s Pre-Tax Deferrals, Roth Contributions or After-Tax Contributions for the Plan Year.

(B)TheMatchingContributionisallocatedtotheParticipant’sMatchingAccount as of a date within the Plan Year.

(C)The Matching Contribution is transferred to the Trust Fund no more than 12 months after the last day of the Plan Year.

(4)AnyMatchingContributionsthatareforfeitedbecausethePre-TaxDeferrals,Roth ContributionsorAfter-TaxContributionstowhichtheyrelatearedeterminedtobe anExcessDeferral,anExcessContribution,oranExcessAggregateContributionfor the Plan Year are not taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year.

(5)IfanyHighlyCompensatedEmployeeisaparticipantundertwoormoreQualified PlansoftheCompanyoranyAffiliate(includingthisPlan)thatprovideformatching contributionsorafter-taxcontributions,allsuchcontributionsmadebyoronbehalf of the Highly Compensated Employee under such Qualified Plans during the 12- month period that coincides with the Plan Year shall be taken into account in determining the Average Contribution Percentage of the Highly Compensated Employee, except as provided in Treasury Regulations

section1.401(m)-2(a)(3)(ii).

(6)Matching Contributions and After-Tax Contributions made pursuant to Code section414(u)shallnotbetakenintoaccountforpurposesoftheACP Testforthe Plan Year in which they are made or in any other Plan Year.

(7)Subject to the conditions prescribed and to the extent permitted by Treasury Regulations section 1.401(m)-2(a)(6)(ii), the Administrative Committee may elect to take into account Pre-Tax Deferrals and Roth Contributions in computing Average Contribution Percentages.

(r)“BasePay”meansthebasesalaryandwagesearnedbyanActiveParticipantfroman Employer for services rendered, including amounts of Pre-Tax Deferrals, Roth Contributions and amounts contributed pursuant to the Pre-Tax Spending Program.

(1)BasePaydoesnotinclude:

(A)Bonuses,incentives,overtime,shiftdifferential,andoverseasdifferentials;

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(B)Reimbursementforexpensesorallowances,includingautomobileallowances and moving allowances;

(C)AnyamountcontributedbytheEmployer(otherthanPre-TaxDeferrals,Roth Contributions and amounts contributed pursuant to the Pre-Tax Spending Program) to any pension plan or plan of deferred compensation;

(D)Any amount contributed by an Employer (in addition to Pre-Tax Deferrals, Roth Contributions and Catch-Up Contributions) to this Plan;

(E)AnyamountpaidbyanEmployerforotherfringebenefits,suchashealthand hospitalization, and group life insurance benefits, or perquisites; and

(F)Allowancespaidduringfurloughand,forpurposesofparagraph(2)(F)below, such furloughs shall not betreated as paid leaves of absence.

(2)BasePayisdeterminedinaccordancewiththefollowing rules:

(A)For Active Participants compensated by salary, Base Pay means the actual base salary of record paid to the Active Participant (subject to the exclusions listed above).

(B)ForActiveParticipantscompensatedbasedonmileagedriven(primarilytruck drivers), Base Pay means the number of miles driven multiplied by the applicable mileage pay rate (subject to the exclusions listed above), plus the Active Participant’s scheduled number of hours worked in the pay period multiplied by the Active Participant’s base hourly rate (subject to the exclusions listed above).

(C)For Active Participants compensated at an hourly rate, Base Pay means the base hourly rate (subject to the exclusions listed above) multiplied by the number of regularly scheduled hours worked in a pay period. If the Active Participant’sregularlyscheduledworkweekismorethan40hours,BasePay shallincludeanadditionalamountequaltothebasehourlyrate(subjecttothe exclusions listed above) times one half the number of regularly scheduled hours worked in excess of 40 in the work week.

(D)For Active Participants compensated on an eight, ten, twelve, or some other assignedhourShiftBasisandwhoseannualBasePayispre-determinedunder the Company’s payroll recordkeeping, Base Pay for each pay period shall be the Active Participant’s pre-determined annual Base Pay (subject to the exclusions listed

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above) divided by the number of pay periods applicable to theActiveParticipantduringthePlanYear.Forthepurposeofthissubsection, the term “Shift Basis” means any arrangement whereby Active Participants work the assigned hour daily shifts which may result in alternating work weeks of more and less than 40 hours per week.

(E)Base Pay includes paid time off and vacation pay received in periodic paymentsandannualpaidtimeoffandvacationpaymentsmadetoEmployees paidbycommissionbutdoesnotincludesinglesumpaidtimeoffandvacation payments to active or terminating Employees.

(F)BasePayincludesbasesalaryorwagesreceivedduringpaidleavesofabsence andperiodicnoticepay,but,effectiveJuly1,2006,BasePaydoesnotinclude single sum notice pay payments or any severance pay payments.

(G)Base Pay does not include long-term disability payments or payments made to any Participant pursuant to the Occidental Chemical Corporation Weekly Sickness and Accident Plan unless:

(i)SuchpaymentsaremadetotheParticipantthroughthepayrollaccounting department of the Company or an Affiliate, and

(ii)TheParticipantisineligibleforparticipationintheRetirementPlan.

(H)BasePayincludesanypaymenttoaParticipantwhodoesnotcurrentlyperform services for an Employer by reason of qualified military service (within the meaning of Code section 414(u)(1)) to the extent that the payment does not exceed the amount that the Participant would have received if the Participant continued to perform services for the Employer rather than entering qualified military service.

(s)“Beneficiary” means the person or persons (who may be named contingently or successively) designated by a Participant, an Alternate Payee, or a Beneficiary of a deceased Participant or a deceased Alternate Payee to receive his or her Account in the event of death.

IfnoBeneficiaryisdesignatedat thetimeoftheParticipant’sorAlternate Payee’s death, or at the time of death of the Beneficiary of a deceased Participant or Alternate Payee, or if no person so designated shall survive the Participant, Alternate Payee, or Beneficiary of a deceased Participant or Alternate Payee, the Beneficiaryshallbethedeceasedperson’sSpouse,orifthedeceasedindividualhas no surviving Spouse, his or her surviving children equally, or if there are no surviving children, his or her surviving parents equally, or if only one parent is living,hisorherlivingparent,orif

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noparentisliving,hisorhersurvivingsiblings equally, orifonly onesibling isliving,his orhersurviving sibling,orifnosibling is living, his or her estate.

The designation by a married Participant of someone other than the Participant’s Spouse as a Beneficiary shall be invalid unless:

(1)The Spouse consents in writing to the designation of any specific non-Spouse Beneficiary which may not be changed without the Spouse’s consent (unless the Spouse’s consent expressly permits the Participant to change Beneficiary designations without further consent by the Spouse);

(2)Theconsentacknowledgestheeffectofsuchdesignation;and

(3)Theconsentisnotarized.

No spousal consent shall be required if it is established to the satisfaction of the PlanrepresentativethatsuchconsentcannotbeobtainedbecausethereisnoSpouse or because the Spouse cannot be located.

Notwithstandingtheforegoing,whereanEmployeebecomesaParticipantthrough mergerofhisorheraccountfromanotherplanintothisPlan,“Beneficiary”means the person or persons so designated under such other plan until a new Beneficiary designation is effected as described above by such Employee.

(t)“Board”meanstheBoardofDirectorsoftheCompany.

(u)“Catch-Up Contributions” means the contributions made by the Employer, on or after June 30, 2002, on behalf of an Active Participant, whowill have attained age50 before the last day of the Plan Year, on a Pre-Tax and/or Roth basis as elected by the Participant pursuanttoPlansection4.2.Catch-UpContributionsforthePlanYearmaynotexceedthe limit in effect for such Plan Year under Code section 414(v)(2)(B)(i), as adjusted pursuant to Code section 414(v)(2)(C) and, effective January 1, 2025, Code section 414(v)(2)(E).

(v)“Code” means the Internal Revenue Code of 1986, as amended. Each Code reference in this Plan shall be deemed to include reference to any comparable or succeeding statutory provision which supplements or replaces such Code reference.

(w)“Company”meansOccidentalPetroleumCorporation.

(x)“Covered Employee” means a Participant who is covered under the Plan’s eligible automaticcontributionarrangementunderSection4.6.PriortoOctober8,2019,aCovered Employee will include all Eligible Employees hired on or after August 5, 2016, excluding interns and temporary

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employees, and on and after October 8, 2019, a Covered Employee will includeall Eligible Employees (including EligibleEmployees hired priorto August 5, 2016).

(y)“Disability”meansthedisabilityof:

(1)AnyActiveParticipantwhoisdeterminedtobedisabledundersection423ofTitle 42 of the U. S. Code and who receives disability insurance benefits thereunder; or

(2)Any Active Participant who is a participant in the Occidental Petroleum CorporationLong-TermDisabilityPlanor,priortoMarch1,2002,theOxyVinyls, LPLong-Term DisabilityPlanand whois determinedtobe disabled thereinunder thedefinitionof“disability”applicabletotheperiodbeginning24monthsafterthe commencement of disability and who receives benefits thereunder.

An Active Participant shall be considered to have incurred the Disability as of the time of the commencement of the disability benefits as described above while the Active Participant was an Employee.

A Former Participant shall be considered to have incurred the Disability and retroactively vest upon receipt of more than 18 months of benefits under the Occidental Petroleum Corporation Long-Term Disability Plan.

A Participant who claims to have incurred the Disability as a result of being determinedtobedisabledundersection423ofTitle42oftheU.S.Codemustgive written notice thereof to the Administrative Committee and submit, at the expense of the Participant, to the Administrative Committee such evidence of Disability as theAdministrativeCommitteemayrequire.FailurebyaParticipanttocomplywith the foregoing requirements shall be deemed conclusive evidence that such Participant has not incurred the asserted Disability. All rules with respect to the determination of Disability shall be uniformly and consistently applied to all Participants in similar circumstances.

(z)“Earnings”meansthesumofBasePayandAnnualBonuspaidtoanActiveParticipantby anEmployerduringthePlanYear.EffectiveforPlanYearsbeginningafter2001,theannual Earnings of each Participant taken into account in determining allocations for any PlanYearshallnotexceed$200,000,asadjustedforcost-of-livingincreasesinaccordance with Code section 401(a)(17)(B).

(aa)    “EligibleDividends”means,asfurtherdescribedinPlansection11.2:

(1)Between June 1, 2002 and July 18, 2007, dividends paid on Oxy Stock held in the OxyStockFundattributabletotheParticipant’sMatchingAccountconstitutingthe ESOP portion of the Plan; and

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(2)OnorafterJuly19,2007,dividendspaidonOxyStockheldintheOxyStockFund constituting the ESOP portion of the Plan.

(3)Eligible Dividends paid on Oxy Stock held in the Oxy Stock Fund attributable the Participant’s Matching Account shall be reflected in the Participant’s Matching Account. Eligible Dividends paid on Oxy Stock held in the Oxy Stock Fund attributable to other than the Participant’s Matching Account shall be reflected for recordkeeping purposes in the After-Tax Account, Pre-Tax Account, Rollover Account, Roth Account or Roth Rollover Account from which the Eligible Dividend is derived.

(ab)“Eligible Employee” means any Employee who is employed by an Employer, unless excluded under one or more of the following categories of Employees:

(1)Represented Employees where retirement benefits were the subject of good faith bargaining between the Employer and the union, unless the collective bargaining agreementcoveringtheRepresentedEmployeesexpresslyprovidesparticipationin the Plan. Represented Employees covered by collective bargaining agreements providing for their participation in the Plan became Eligible Employees as of the dates noted in Appendix A.

(2)Employees who are nonresident aliens who receive no earned income from the Employer which constitutes U.S.-source income under Code section 861(a)(3), unlesstheAdministrativeCommitteeexpresslymakesthePlanavailabletosuchan Employee.

(3)LeasedEmployees.

(4)EmployeesofOccidentalOilandGasCorporationwhoimmediatelybeforeJanuary 1,2008wereeligibleemployeesundertheTHUMSLongBeachCompanySavings and Investment Plan (as defined in that plan) and who thus continue to participate under that plan. Notwithstanding the previous sentence, effective July 1, 2008, EmployeesofOccidentalOilandGasCorporationwhoimmediatelybeforeJuly1, 2008 were eligible employees under the THUMS Long Beach Company Savings andInvestmentPlan(asdefinedinthatplan)shallbeEligibleEmployeesunderthis Plan.

(5)EffectiveAugust8,2019,anyEmployee ofAnadarkoPetroleumCorporationwho is not a citizen or legal resident of the United States and is not regularly employed at a worksite of Employer within the United States.

(ac)“Employee”meansanypersonemployedbytheCompanyoran Affiliate.

Notwithstanding any other provision of this subsection, no individual shall be an Employee if such individual is not classified as a common-

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law employee in the employmentrecordsoftheCompanyoranAffiliate,withoutregardtowhetherthe individualissubsequentlydeterminedtohavebeenacommon-lawemployeeofthe Company or an Affiliate. The persons excluded by this paragraph from being Employeesaretobeinterpretedbroadlytoincludeandtohaveatalltimesincluded individuals engaged by the Company or an Affiliate to perform services for such entity in a relationship that the entity characterizes as other than an employment relationship, such as where the Company or the Affiliate engages the individual to perform services as an independent contractor or leases the individual’s services from a third party. The exclusion of the individual from being an Employee shall applyevenifadeterminationissubsequentlymadebytheInternalRevenueService, another governmental agency, a court or other tribunal, after the individual is engaged to perform such services, that the individual is an Employee of the Company or Affiliate for purposes of pertinent Code sections or for any other purpose.

(ad)“Employer” means the Company and any Affiliate which is designated, in accordance Article 14, by the Board or, if authorized by the Board, the Administrative Committee and whichadoptsthePlan.AffiliateswhicharenotcorporationsarenoteligibletobeEmployers under the Plan.

(ae)“ESOP”means,asfurtherdescribedinPlansection1.3:

(1)Between June 1, 2002 and July 18, 2007, the portion of the Plan comprised of the MatchingAccounts,or portionsthereof, invested intheOxy Stock Fundunderthe Plan, at any point in time and in the aggregate, and

(2)On or after July 19, 2007, the Oxy Stock Fund, at any point in time and in the aggregate.

(af)“Excess Aggregate Contribution” means the amount contributed by or on behalf of a HighlyCompensatedEmployeeinexcessoftheACPTestlimit,asspecifiedinPlansection 6.5.

(ag)“Excess Contribution” means the amount deferred by a Highly Compensated Employee in excess of the ADP Test limit, as specified in Plan section 6.3.

(ah)“Excess Deferral” means theamount deferred by aParticipant on aPre-Tax orRoth basis in excess of the dollar limit specified in Plan section 6.1.

(ai)“ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended. Each ERISA reference in this Plan shall be deemed to include reference to any comparable or succeeding statutory provision which supplements or replaces such ERISA reference.

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(aj)“FiduciaryAppointmentOfficer”meanstheVicePresidentofHumanResourcesofthe Company(orthesuccessortosuch position)orhis orherdesignee.

(ak)    “Former Participant” means an Active Participant or Inactive Participant who has had a Separation from Service, but whose Account has not been fully distributed.

(al)    “Highly Compensated Employee” means an Employee described in Code section 414(q) and includes any Employee who:

(1)Wasa5-percentowner(asdefinedinCodesection416(i)(1)(B)(i))atanytime during the Plan Year or the preceding Plan Year; or

(2)FortheprecedingPlanYear,receivedSection415Compensationinexcessof $80,000 (as adjusted by reference to Code section 414(q)(1)) and, with respect to Plan Years commencing on and after January 1, 2020, was a member of the top- paid group during the look back year.

EmployeeswhoarenonresidentaliensandwhoreceivenoU.S.-sourceincomeshall notbecountedasEmployeeswhenidentifyingHighlyCompensatedEmployees.In determining Highly Compensated Employees, the Administrative Committee may make any of the elections permitted under Code section 414(q), IRS Notice 97-45 and any future guidance provided by the Internal Revenue Service.

A Former Participant shall be treated as a former Highly Compensated Employee if the Participant was a Highly Compensated Employee in a separation year, as defined in Treasury Regulations section 1.414(q)–1T, Q&A 5, or after the date on which the participant attained age 55.

The top-paid group consists of the top 20% of Employees ranked on the basis of Section 415 Compensation received during the look-back year. For purposes of determiningthenumberofEmployeesinthetop-paidgroup,thefollowingshallbe excluded: (A) any Employee who is a nonresident alien with respect to the United States who receives no income with a source within the United States from the CompanyoranyAffiliate;(B)anyEmployeewhohasnotcompletedatleastsix(6) months of service at the end of the year; (C) any Employee who normally works less than 171/2hours per week; (D) any Employee who normally works no more than six months during any year; and (E) any Employee who has not attained the age of twenty one (21) at the end of the year.

(am)“Highly Paid Individual”means, with regard to any calendar year, a Participant whose wages under Code section 3121(a) from the Company and any Affiliates for the preceding calendar year exceeded $145,000 as adjusted under Code section

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414(v)(7)(E) and as determined in accordance with IRS guidance, including Treas. Reg. section 1.414(v)-2 or any successor rule.

(an)“Inactive Participant” means an Employee who was an active Participant but who is transferred to and is in a position of employment where he is no longer an Eligible Employee, as described in Plan section 3.3(b).

(ao)    “In-Plan Roth Rollover Account”means the recordkeeping account which evidences the value of In-Plan Roth Rollover Contributions, including gains and losses of the Trust Fund.

(ap)    “In-Plan Roth Rollover Contributions”means the eligible contributions made at the direction of the Employee in accordance with Code section 402A(c)(4) and Plan section 7.8.

(aq)    “Investment Committee”means the committee whose members are appointed by the Fiduciary Appointment Officer to administer the investments of the Plan.

(ar)“Investment Fund” means funds that have been approved by the Investment Committee for investment in the Trust Fund and includes the Oxy Stock Fund. The Investment Committee may, from time to time in its discretion and in exercise of its fiduciary responsibilities, select different funds, add to the set of available funds, close funds to new investment, or remove one or more funds (except the Oxy Stock Fund).

(as)“LeasedEmployee”meansanypersonwithinthemeaningofCodesection414(n)(2)who is not reported on the payroll records of the Company or any Affiliate as a common law employeeandwhoprovidesservicestotheCompanyoranAffiliate,butonlyiftheservices are provided under an agreement between the Company or Affiliate and a leasing organization, the person has performed services for the Company and Affiliates on a substantiallyfulltimebasisforaperiodofatleastoneyear,andtheservicesareperformed under the primary direction or control of the Company or Affiliate that is the service recipient.

Contributions or benefits provided to a Leased Employee by the leasing organization which are attributable to services performed for the Company and Affiliates will be treated as provided by the Company or Affiliate. If a Leased Employee subsequently becomes an Eligible Employee, Service as a Leased Employee will be credited under the Plan to the extent required by Code section 414(n).

Notwithstanding the foregoing, an individual will not be a Leased Employee for a PlanYearfornondiscriminationtestingorforanyotherpurpose,ifeitherparagraph

(1)or(2)isapplicableto thatindividualforthatPlanYear.

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(1)The individual is covered by a money purchase pension plan meeting the requirements of Code section 414(n)(5)(B) and Leased Employees, determined withoutregardtothelimitationinthisparagraph,donotconstitutemorethan20%of allNon-highlyCompensatedEmployeesoftheCompanyandallAffiliates.

(2)AllrequirementsofthisparagrapharesatisfiedforthatPlanYearandeachprevious Plan Year with respect to which Code section 414(n) was effective with respect to the Company or any Affiliate.

(A)The Qualified Plans of the Company and all Affiliates exclude Leased EmployeesfromparticipationandnosuchQualifiedPlanistop-heavy(within the meaning of Code section 416);

(B)The number of leased persons, providing services to the Company and all Affiliates during the Plan Year, is less than 5% of the number of Employees (excludingsuchleasedpersonsandHighlyCompensatedEmployees)covered byanyQualifiedPlanmaintainedbytheCompanyoranyAffiliateatanytime during such Plan Year. An individual is aleased person for this purposeif all of the following requirements are satisfied:

(i)During the Plan Year, the individual performs any services for the Company or any Affiliate, other than as an Employee, and the requirements of Code section 414(n)(2)(A) (relating to performing

services pursuant to an agreement with the Company or any Affiliate) andCodesection414(n)(2)(C)(relatingtoperformingservicesunderthe primary direction or control of the Company or any Affiliate) are satisfied.

(ii)DuringthePlanYear,theindividualiscreditedwithatleast

1,500hoursofservice,includingserviceperformedasanEmployeeand in any other capacity. For purposes of this subparagraph, “hours of service” has the same meaning as the term “hour of service” provided by Department of Labor Regulations section 2530.200b-2. If one of the equivalencies set forth in Department of Labor Regulations section 2530.200b-3isused,suchequivalencyshallbeusedonareasonableand consistent basis and the 1,500-hour requirement must be adjusted accordingly. With respect to determining whether an individual has satisfiedthe1,500-hourrequirement,reasonableapproximationsmaybe made.

(iii)Theindividualeither:

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(I)IsnotcoveredunderaQualifiedPlanasanEmployeeatanytime during the Plan Year; or

(II)Performsatleast501hoursofservice(reasonablyadjustedifone oftheequivalenciessetforthinDepartmentofLaborRegulations section 2530.200b–3 is used) for the Company or any Affiliate other than as an Employee.

(C)TheAdministrativeCommitteehasnotbeennotifiedbytheleasedpersonand providedsatisfactory evidencebytheleasedpersonthat heorsheisaLeased Employee.

(at)“Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

(au)“NonrepresentedEmployees”meansanyEmployeewhoisnotaRepresentedEmployee.

(av)“Matching Account” means the recordkeeping account which evidences the value of Matching Contributions and thevalueofEligible Dividends paid on Oxy Stock held in the Participant’sMatching Account,includingrelated investmentgains andlossesofthe Trust Fund.

(aw)“Matching Contributions” means the contributions made by the Employer pursuant to Plan section 5.2 on account of Pre-Tax Deferrals, Roth Contributions or After-Tax Contributions made on behalf of or by the Participant.

(ax)“MidCon Corp. ESOP” means the MidCon Corp. Employee Stock Ownership Plan as effective November 20, 1996.

(ay)“Oxy Stock” means the common stock of Occidental Petroleum Corporation, which is the class of stock having the greatest voting power and dividend rights. Oxy Stock is readily tradable on established securities market within the meaning of Treasury Regulation section 1.401(a)(35)-1(f)(5) for purposes of Code sections 401(a)(22), 401(a)(28)(C), 409(h)(1)(B), 409(l) and 1042(c)(1)(A).

(az)    “Oxy Stock Fund” means the Investment Fund that is invested primarily in Oxy Stock and such short-term interest-bearing securities as the Investment Committee or the Trustee considers advisable.

(ba)“Participant” means an Active Participant, Inactive Participant, or a Former Participant, as applicable.

(bb)“Plan Administrator” for purposes of ERISA and the Code means the Administrative Committee.

(bc)“Plan Amendment Officer” means the person designated by the Board to serve in such capacity.

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(bd)“Plan Year” means the calendar year.

(be)“Pre-Tax Account” means the recordkeeping account which evidences the value of Pre- Tax Deferrals, including related investment gains and losses of the Trust Fund.

(bf)“Pre-Tax Deferrals” means the contributions made by the Employer on behalf of the Participant on a Pre-Tax basis as elected by the Participant pursuant to Plan section 4.1.

(bg)“Pre-Tax Spending Program” means the Occidental Petroleum Corporation Flexible Spending Accounts Plan.

(bh)“Qualified Domestic Relations Order” means a qualified domestic relations order, within the meaning of Code section 414(p), which creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant.

(bi)“QualifiedPlan”meansaplan,otherthanthisPlan,whichisqualifiedunderCodesection 401(a).

(bj)“Represented Employee” means any Employee, whose employment is subject to a collective bargaining agreement.

(bk)“RetirementPlan”meanstheOccidentalPetroleumCorporationRetirementPlan.

(bl)“RolloverAccount”meanstherecordkeepingaccountwhichevidencesthevalueof RolloverContributions,includingrelatedinvestmentgainsandlossesoftheTrustFund.

(bm)“RolloverContributions”meanstheeligiblepre-taxcontributionsmadeatthedirectionof the Employee pursuant to Plan section 10.12.

(bn)“Roth Account” means the recordkeeping account which evidences the value of Roth Contributions,includingrelatedinvestmentgainsandlossesoftheTrustFund,but excluding any forfeitures.

(bo)“Roth Contributions” means the contributions made by the Employer on behalf of the Participantonanafter-taxbasisaselectedbytheParticipantpursuanttoPlansection4.1.A Participant’s Roth Contributions will be separately accounted for, as will gains and losses attributable thereto, in a separate account. Roth Contributions are not considered After-Tax Contributions for Plan purposes.

(bp)“Roth Rollover Account” means the recordkeeping account which evidences the value of Roth Rollover Contributions, including related investment gains and losses of the Trust Fund.

(bq)“RothRolloverContributions”meansaneligiblerollovercontributionofanypaymentor distribution from another Roth rollover account of the

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Employee. A Participant’s Roth RolloverContributionswillbemaintainedinaseparateaccountwhichincludesanyearnings properly allocable to such contributions and that will have separate recordkeeping.

(br)“Separation from Service” means any termination of the employment relationship betweenanEmployeeandtheCompanyandallAffiliates.ASeparationfromServiceshall be deemed to occur upon the earlier of:

(1)The date upon which the Employee quits, is discharged, is laid off, incurs a Disability, or dies; or

(2)The first anniversary of the first day of a period in which the Employee is (and remains) absent from the Service for any reason (such as paid time off, vacation, sickness, or approved leave of absence) not enumerated in

paragraph (1), provided that if an Employee is granted a leave of absence but fails toreturntoemploymentattheendoftheleaveperiod,SeparationfromServicewill be deemed to have occurred upon the date the Employee was originally granted a leave of absence.

(3)Notwithstanding paragraph (2), the Separation from Service date of an Employee whoisabsent fromServicebeyond the first anniversary ofthe first dayof absence byreasonofamaternityorpaternityleaveisthesecondanniversaryofthefirstday of such absence. The period between the first and second anniversaries of the first day of absence from work is neither a period of Service nor a period of severance. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence:

(A)Byreasonofthepregnancyoftheindividual;

(B)Byreasonofthebirth of achild oftheindividual;

(C)By reason of the placement of a child with the individual in connection with the adoption of such child by such individual; or

(D)Forpurposesofcaringforsuchchildforaperiodbeginningimmediately following such birth or placement.

Effective for distributions after December 31, 2001, a transaction constituting a severance of employment, within the meaning of Code section 401(k)(2)(B)(i)(I), with respecttoanEmployee shallalsobedeemedtobeaSeparationfromService.

AnEmployeeofanEmployerwhotransferstoanAffiliatethatisnotanEmployer shallnotbetreatedashavingaSeparationfromService.Moreover,anEmployee’s date of quit or discharge shall not be deemed to occur until any periodic notice payments, short-term disability payments, or weekly sickness and accident payments cease.

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AnEmployeewhoisonleaveofabsenceinordertoservetheArmedForcesofthe UnitedStatesshallnothaveaSeparationfromServiceunlesstheEmployeefailsto report for work at the end of such leave and prior to expiration of the period in which the Employee has reemployment rights under law. The absence of any Employeewhofailstoreturntoworkwithintheallottedtimeshallbesubjecttothe provisions of paragraph (2).

(bs)“Service” means the periods of employment credited using the elapsed time method described to an Employee under Plan section 3.4.

(bt)“Section415Compensation”means,withrespecttoaParticipantfortheperiodspecified, the total cash and non-cash remuneration paid to a Participant by the Employer or an Affiliate, determined as follows:

(1)Section415CompensationincludesallamountsdescribedinTreasuryRegulations section 1.415–2(d)(2), including:

(A)All wages; bonuses; other amounts received (without regard to whether the amount is paid in cash) for personal services actually rendered in the course of employment with the Company or any Affiliate, to the extent that the amounts are includible in gross income for federal income tax purposes and for which the Company or Affiliate is required to furnish to the Participant a written statement under Code sections 6041(d), 6051(a)(3), and 6052;

(B)AmountspaidorreimbursedbytheCompanyorAffiliateformovingexpenses incurred by the Participant, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Participant under Code section 217; and

(C)The value of a nonqualified stock option granted to the Participant by the Company or Affiliate, but only to the extent that the value of the option is includible in the gross income of the Participant, for federal income tax purposes, for the taxable year in which granted.

(2)Inaddition,Section415Compensationincludesallofthefollowing:

(A)The Participant’s Pre-Tax Deferrals, Roth Contributions and Catch-Up Contributions for the Plan Year;

(B)Elective contributions that are excluded from the Participant’s gross income under a Code section 125 cafeteria plan maintained by the Participant’s Employer, such as the Pre-Tax Spending Program; and

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(C)Anyelectivedeferral,asdefinedinCodesection402(g)(3),madeunderaplan maintained by the Company or any Affiliate, and any amount which is contributed to or deferred by the Company or any Affiliate at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code sections 125, 132(f)(4), 408(k), or 457.

(D)EffectiveJuly1,2006,Section415Compensationincludesremunerationpaid bythelaterof21/2monthsafteranEmployee’sSeparationfromServiceorthe endofthePlanYearthatincludesthedateoftheEmployee’sSeparationfrom Service with the Company or an Affiliate, if:

(i)The payment is regular compensation for services during the Employee’sregularworkinghours,orcompensationforservicesoutside the employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a Separation from Service, the payments would have been paid totheEmployeewhiletheEmployeecontinuedinemploymentwiththe Company or an Affiliate;

(ii)The payment is for unused accrued bona fide sick, paid time off, vacation or other leave that the Employee would have been able to use if there had not been a Separation from Service;

(iii)Thepaymentistoanindividualwhodoesnotcurrentlyperformservices fortheCompanyoranyAffiliatebyreasonofqualifiedmilitaryservice (within the meaning of Code section 414(u)(1)) to the extent the paymentdoesnotexceedtheamounttheindividualwouldhavereceived if the individual had continued to perform services for the Company or an Affiliate rather than entering qualified military service; or

(iv)Compensation paid to a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)), provided that salary continuationappliestoall Participantswhoarepermanentlyandtotally disabled for a fixed or determinable period.

Any payment not described above shall not be considered Section 415 Compensation if paid after aSeparationfromService,evenifpaidbythelaterof21/2monthsaftertheSeparationfromService or the end of the Plan Year that includes the Separation from Service. Back pay shall be treated as Section 415 Compensation for the Plan Year to

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which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included under this definition.

(3)However, Section 415 Compensation excludes all amounts described in Treasury Regulations section 1.415–2(d)(3), including the following amounts:

(A)AnycontributionsmadebytheCompanyoranyAffiliatetoaplanofdeferred compensation to the extent that, before the application of the limitations of Codesection415tothatplan,thecontributionsarenotincludibleinthegross incomeoftheemployeeforthetaxableyearinwhich contributed;

(B)Distributions from a plan of deferred compensation, regardless of whether such amounts are includible in the gross income of the employee when distributed; provided, however, that distributions from and any amounts received by the Participant pursuant to an unfunded nonqualified plan are included in Section 415 Compensation in the year the amounts are includible in the gross income of the Participant;

(C)Amounts realized from the exercise of a nonqualified stock option, or when restricted stock or property held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(D)Amountsrealizedfromtheexerciseofanincentivestockoption,asdefinedin Code section 422, or the sale, exchange, or other disposition (including a disqualifying disposition) of stock acquired through the exercise of an incentive stock option;

(E)Amounts realized from the sale, exchange, or other disposition of stock acquired under an employee stock purchase plan, as defined in Code section 423; and

(F)Otheramountswhichreceivespecialtaxbenefits,suchaspremiumsforgroup- termlifeinsurance,butonlytotheextentthatthepremiumsarenotincludible in the gross income of the employee for federal income tax purposes.

(bu)“Spouse”meanstheindividualof the oppositesex and, effectiveas ofJune 26, 2013, also includes an individual of the same sex, to whom a Participant is married, where the marriage was valid at the time the marriage ceremony was performed, in a state or foreign jurisdiction (the “Jurisdiction”) having legal authority to sanction such marriage, provided that such marriage has not subsequently been legally dissolved. For purposes of the Plan, such a marriage shall be treated as valid even if the couple is domiciled in a Jurisdiction that does not recognize the validity of

22

the marriage. Notwithstanding the foregoing, forthe period beginning June 26, 2013 and ending September 15, 2013, the Plan may be administered to recognize only those marriages between members of the same sex where the couple was domiciled in a Jurisdiction where the validity of the marriage was recognized during such period. For purposes of the Plan, the term “marriage” does not include a registered domestic partnership, civil union or other similar formal relationship recognized under the laws of a Jurisdiction but which is not recognized as a marriageunder that Jurisdiction, even if state law provides that persons in these relationships have the same rights, protections, and benefits, under state law, as married persons.

(bv)“StableValueFund”meansthefundselectedbytheInvestmentCommitteethatisinvested in stable value contracts which state a given interest rate to be paid on account balances.

(bw)“Supplemental Plan Participant” meansa Participant in this Plan who is or was also a participant in the Occidental Petroleum Corporation Supplemental Retirement Plan, effective through December 31, 2004, or the Occidental Petroleum Corporation Supplemental Retirement Plan II, effective as of January 1, 2005, as determined under Appendix F to this Plan.

(bx)“Testing Compensation” means, for purposes of the ADP Test and ACP Test, compensationwithinthemeaningofCodesection414(s)(1),exceptthattheAdministrative Committeemayelectnottoincludeinsuchcompensationanyamountwhichiscontributed by the Employer pursuant to a salary reduction agreement and which is not includible in gross income of the Employee under Code section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

(by)“Total Excess Aggregate Contributions” means the total amount of Excess Aggregate ContributionstobecorrectedtosatisfytheACPTestforthePlanYearasdeterminedunder Plan section 6.5(b).

(bz)“Total Excess Contributions” means the total amount of Excess Contributions to be corrected to satisfy the ADP Test for the Plan Year as determined under Plan section6.3(b).

(ca)“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury under the Code.

(cb)“TrustAgreement”meansanyagreementinthenatureofatrustestablishedtoformapart of the Plan to receive, hold, invest, and dispose of the Trust Fund.

(cc)“Trust Fund” means the assets of every kind and description held under any Trust Agreement forming a part of the Plan.

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(cd)“Trustee” means any person selected by the Company to act as Trustee under any Trust Agreement at any time of reference. On and after March 25, 2020, the Administrative Committee shall have the authority to select the Trustee in accordance with the applicable provisions of this Plan, including Article 12.

(ce)“Unit” means the unit of measure into which each Investment Fund is divided for purposesofascertainingtheshareofeachsuchfundattributabletoeachParticipant, Beneficiary and Alternate Payee.

2.2 GenderandNumber

Except as otherwise indicated by the context, any masculine or feminine terminology shall also includetheoppositegender,andthedefinitionofanyterminthesingularorpluralshallalsoinclude the opposite number.

2.3 Headings

TheheadingsofthisPlanareinsertedforconvenienceorreferenceonly,andtheyarenottobeused in the construction of the Plan.

2.4 RequirementtoBein“WrittenForm”

Various notices provided by the Company, the Administrative Committee, or the Investment Committee and various elections made by a Participant, Spouses, Alternate Payees and Beneficiaries are required to be in written form. Notwithstanding anything to the contrary in this Plan, any notices and elections related to the Plan may be conveyed through an electronic system or any other system approved by the Administrative Committee unless otherwise provided under applicable law or regulatory guidance. Any such notices, forms, and elections provided or made through an electronic medium shall comply with the provisions of Treasury Regulations section 1.401(a)-21.

2.5 Severability

Ifaprovision ofthisPlanshall beheldillegal orinvalid forany reason, theillegality orinvalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.

2.6 ApplicableLaw

TotheextentnotpreemptedbyERISAorotherfederallaw,thePlanandallrightshereundershall be governed, construed, and administered in accordance with the laws of the State of Texas with the exception that any Trust Agreement shall be construed and enforced in all respects under and by the laws of the state in which the Trustee thereunder is located.

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Article3.Participation,ServiceandVesting

3.1 DateofParticipation

EachEligibleEmployeeshallbecomeanActiveParticipantasofthefirstdayofthemonthinwhich theEmployeebecomesanEligibleEmployee.Notwithstandingtheforegoing,eachEmployeewho becomes an Eligible Employee pursuant to a purchase or other agreement approved by the Board shall become an Active Participant as of the date, if any, specified in such agreement. A Covered Employee will be notified that he or she is eligible to participate in the Plan at the time he or she becomesanEligibleEmployee.IftheCoveredEmployeedoesnotmakeanaffirmativeelectionnot to participate in the Plan or return an alternative election pursuant to section 4.1 of the Plan, then Pre-Tax Deferrals will automatically begin to be made on such Covered Employee’s behalf as described in section 4.6 of the Plan.

3.2 Duration

AnEligibleEmployeewhobecomesanActiveParticipantshallremainanActiveParticipantforas long as he remains an Eligible Employee or is entitled to receive any contributions or benefits hereunder.

3.3 Transfers

(a)TransferstoEligibleEmployeeStatus.AnEmployeewhotransferstoemploymentasan EligibleEmployeeshallbecomeanActiveParticipantonthefirstdayofthemonthinwhich such transfer takes place.

(b)Transfers from Eligible Employee Status. A Participant who transfers to employment status where he or she no longer is an Eligible Employee shall become an Inactive Participant.

(1)An Inactive Participant is not eligible to make or receive Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions, After-Tax Contributions (including Adjustment Contributions) or Matching Contribution on Earnings paid after the date of transfer to an ineligible status.

(2)An Inactive Participant shall continue to accrue Service under this Plan. Upon Separation from Service, the Participant’s vested interest shall be based on total Service with the Company and all Affiliates.

(3)An Inactive Participant remains eligible to receive in-service withdrawals, subject tothetermsofPlansection7.2,planloans,subjecttothetermsofArticle8,andto transfereligibleamountstohisorherRolloverAccount,RothRolloverAccountor After-Tax Rollover Account, subject to the terms of Plan section 10.12.

3.4 Service

ServiceisusedtodetermineaParticipant’svestedpercentageinhisorher MatchingAccount.

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(a)General Rules. An Employee shall be credited with Service on an elapsed time basis for the period during which the employment relationship exists between the Employee and theCompanyoranyAffiliate,thelengthofwhichshallbedetermined,incompletedyears and months, during the following periods of time:

(1)Credit shall be given to an Employee for the period of time beginning on the first dayofthemonthinwhichtheindividualfirstbecomesanEmployeeandendingon thelastdayofthemonthinwhichoccurstheEmployee’sSeparationfromService.

(2)Credit shall be given to an Employee for each period beginning upon the date the individualhasaSeparationfromServiceandendinguponthefirstdayofthemonth in which the individual first becomes an Employee thereafter but only if the Employee is reemployed within 12 months of the date of such Separation from Service.

(3)CreditshallbegiventoanEmployeeafteraSeparationfromServiceforanyperiod beginning on the first day of the month in which the Employee first becomes an Employee after rehire and ending on the last dayof the month the Employee has a Separation from Service thereafter.

(4)WheneverthetotalnumberofyearsofServiceofanEmployeemustbeascertained under this Plan, all noncontinuous periods of Service which are credited to such Employeeshallbeaggregated,regardlessofthelengthoranyperiodofServiceand regardlessofthelengthofanyperiodbetweenaSeparationfromServiceandrehire. ForpurposesofaggregatingsuchyearsofService,thecompletedyearsandmonths creditedtoanEmployeeduringanyperiodofServiceshallbeaddedtothenumber of completed years and months credited to the Employee during any other period of noncontinuous Service. This Plan does not disregard periods of Service, even though permitted to do so under Code section 411(a)(6).

(5)Service by any Leased Employee shall be credited under this section should the Leased Employee ever become an Eligible Employee under this Plan.

(b)Special Rules. For purposes of determining an Employee’s Service under this Plan, the special Service counting rules set forth in Appendix B shall apply to increase, but not decrease, the Service of any Employee.

3.5 Vesting

(a)EmployeeAccounts.AParticipant’sinterestinhisorherPre-TaxAccount,RothAccount, After-TaxAccount,RolloverAccount,RothRolloverAccount,

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After-TaxRolloverAccount and In-PlanRothRolloverAccountshallbefully vested at alltimes.

(b)Matching Account. A Participant’s interest in his or her Matching Account shall become vested in accordance with this section, if not vested earlier under the special vesting rules of subsection (c).

(1)Unlessvestedearlierundertheprovisionsofthissection,aParticipantshallvestin hisorherMatchingAccountbasedontheParticipant’scompletedyearsofService.

(A)EffectiveJanuary 1, 2007, aParticipant whois first employed by aCompany or any Affiliate after 2006, shall have no nonforfeitable right to his or her Matching Account until the Participant completes three years of Service and shallbe100percentvestedinhisorherMatchingAccountwhentheParticipant is credited with three or more years of Service.

(B)Effective January 1, 2007, a Participant who was first employed by the Company or any Affiliate before 2007, shall have the nonforfeitable percentageofhisMatchingAccountdeterminedbasedonthefollowingtable:

(C)Effective January 1, 2015, an Active Participant, irrespective of when he or she was first employed by the Company or an Affiliate, shall be 100 percent vested in his or her Matching Account.

(2)Furthermore,aParticipantshallbecomefullyvestedinhisorherMatchingAccount to the extent required under Code section 411(d)(3) and Plan section 13.2 upon a complete termination of the Plan, a partial termination of the Plan affecting the Participant, or upon a complete discontinuance of contributions to the Plan.

(c)SpecialVestingRules.

(1)Notwithstanding the foregoing, a Participant described in Appendix C shall vest in his or her Matching Account under the provisions of that Appendix C, rather than subsection (b).

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(2)AParticipantshallatalltimesbefullyvestedinanyEligibleDividendswithrespect to which the Participant is offered a dividend pass-through deduction to the extent required under Plan section 11.2(d)(3). These amounts will be held in either:

(A)TheParticipant’sMatchingAccount,or

(B)The Participant’s Pre-Tax Account, Roth Account, After-Tax Account, Rollover Account, Roth Rollover Account, After-Tax Rollover Account and In-PlanRothRolloverAccount,inwhichtheParticipantisalwaysfullyvested, based on the account from which the Eligible Dividend is derived.

(3)With respect to any frozen contributions under this Plan or any Qualified Plan that is merged into this Plan, if such contributions resume under this Plan or any Qualified Plan into which this Plan is merged, then forpurposes ofdetermining the Participant’s nonforfeitable right to such contributions, a Participant shall receive creditforServiceincurredbothpriortoandsubsequenttothedatesuchcontributions were frozen.

(d)Vesting and Benefit Payments. Being vested does not mean that a Participant is entitled toimmediatedistributionbenefits.BenefitsunderthePlanshallbepaidonlyinaccordance with Article 7.

3.6 ForfeitureofContingentInterests

Any portion of a Participant’s Account that is not vested under the provisions of Plan section 3.5 shall be forfeited upon the first to occur of the following forfeitable events:

(a)The Participant elects, in accordance with Plan section 7.3, to commence or receive a distributionofthevalueoftheParticipant’svestedAccountonaccountofaSeparationfrom Service.Forthispurpose,ifthepercentagevestedinthetableunderPlansection3.5(b))is zero, the Participant will be deemed to have elected such a distribution and the nonvested portion of the Account will be immediately forfeited.

(b)The Participant incurs five consecutive breaks in service. For this purpose, a break in serviceisaperiodof12monthsinwhichtheParticipantisabsentfromService,exceptthat iftheabsenceisduetoamaternityorpaternityreasondescribedinPlansection2.1(rrr)(3), the period between the first and second anniversaries of such absence shall be neither a period of Service nor a period of severance.

If the Participant who has forfeited his non-vested Account resumes employment as an Eligible Employee, then the cash value (determined at the time of forfeiture) of the amount forfeited shall be restored to the Participant’s Account. No buyback shall be required and the reinstatement will occur regardless of the length of the Participant’s absence from Service.

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Article4.ActiveParticipantContributions

4.1 Pre-TaxDeferrals,RothContributionsandAfter-TaxContributions

(a)CoveredEmployeeswillbeautomaticallyenrolled inthePlanasdescribedinPlansection 4.6below.

(b)Except as otherwise provided in this Plan, each Active Participant may elect to contribute as After-Tax Contributions or to have the Employer contribute on the Participant’s behalf asPre-TaxDeferralsandRothContributionsanamountoftheParticipant’sBasePayup to the contribution percentage limit specified for the Active Participant in Appendix D for the Plan Year. The Administrative Committee may adjust the contribution percentage limit specified in Appendix D at the beginning of each Plan YearwithouttheneedofaformalPlanamendment,providedthatanysuchlimitationsshall be communicated to eligible Participants in advance of the pay periods to which such limitations will apply. The percentage elected of Pre-Tax Deferrals, Roth Contributions and/or After-Tax Contributions may be in increments and subject to the rules, restrictions, and limitations and in the form set forth by the Administrative Committee.

TheParticipant’sseparately electedPre-TaxDeferral,RothContributionandAfter-TaxContribution percentages shall apply, but not in excess of an aggregate of 5 percent, to the Active Participant’s Annual Bonus. The Annual Bonus shall be counted for this purpose in the Plan Year it is paid even if it is received for services performed in a prior Plan Year. Effective January 1, 2017, unless the Participant affirmatively elects otherwise, with respecttoanyParticipanthiredpriortoAugust5,2016,theelectionineffectasofAugust 5, 2016 will apply to any Annual Bonus paid in the 2017 Plan Year and any subsequent plan year until the Participant affirmatively elects otherwise.

(c)Notwithstanding anything in this Plan to the contrary, no Participant shall be permitted to haveelectivedeferralsmadeunderthisPlan,oranyotherQualifiedPlanmaintainedbythe CompanyorAffiliatesduringanytaxableyear,inexcessofthedollarlimitationcontained in Code section 402(g)(1) in effect for such taxable year, except to the extent permitted under Code section 414(v).

(d)No benefits other than Matching Contributions shall be conditioned on a Participant’s election to make After-Tax Contributions or have Pre-Tax Deferrals and Roth Contributions made on the Participant’s behalf under this Plan. Any portion of a contribution that is not designated as a Pre-Tax Deferral, Roth Contribution or Catch-Up Contribution shall be designated as an After-Tax Contribution.

The Participant’s election made under this section shall be made in accordance with the rules set forth in this Article and such other rules of nondiscriminatory application as the Administrative Committee may prescribe for the proper administration of the Plan.

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4.2 Catch-UpContributions

Each Active Participant who will have attained age 50 before the close of the Plan Year shall be eligibletomakeCatch-UpContributionsinaccordancewithandsubjecttothelimitationsofCode section 414(v) for pay periods ending after July 1, 2002. Each Participant must elect whether such Catch-Up Contributions will be in the form of Pre-Tax Deferrals or Roth Contributions.

(a)Catch-Up Contributions shall not be taken into account for purposes of the provisions of Plan sections 6.1 and 6.6, implementing the required limitations of Code sections 402(g) and 415, respectively.

(b)ThePlanshallnotbetreatedasfailingtosatisfytheprovisionsofthePlansections6.2,6.4, or Article 15, implementing the requirements of Code section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of Catch-Up Contributions.

(c)Elections to make Catch-Up Contributions shall be made separately from the Active Participant’s election of Pre-Tax Deferrals or Roth Contributions under Plan section 4.1, shall not be subject to the contribution percentage limit on Pre-Tax Deferrals and Roth Contributions specified in Plan section 4.1, and shall bemadein accordancewith uniform procedures established by the Administrative Committee. Such election procedures will require the eligible Active Participant to elect Catch-Up Contributions as a fixed dollar amount per pay period. Effective January 1, 2026, any Catch-Up Contributions for a Highly Paid Individual shall be in the form of Roth Contributions (and such Highly Paid Individual shall be deemed to have elected to make such Catch-Up Contributions as Roth Contributions).

(d)UndernocircumstanceswillCatch-UpContributionselectedunderthisPlansectionentitle theParticipanttoMatchingContribution,evenifitislaterdeterminedthatthecontribution is not a Catch-Up Contribution because it is less than an applicable limit.

(e)For purposes of recordkeeping and communications with Participants, Catch-Up Contributions, Pre-Tax Deferrals and Roth Contributions may beaggregated and reported as held in the Participant’s Pre-Tax Account or Roth Account, as applicable, without changingthecharacterofanyCatch-UpContributionsassuchforpurposesofCodesection 414(v).

(f)Effective January 1, 2025, a Participant who would attain age 60 but not attain age 64 by the close of the Plan Year shall be eligible for the increased limit on Catch-Up Contributions under Code section 414(v)(2)(E).

4.3 ElectionProcedures

(a)Each ActiveParticipantshallbepermittedtomaketheelectionsdescribedinPlansection 4.1 and, if eligible, Plan section 4.2 in the manner prescribed by the Administrative Committee. If a Participant has elected to begin, stop, increase, or

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decrease Pre-Tax Deferrals, Roth Contributions, After-Tax Contributions or, if eligible, Catch-Up Contributions, the Active Participant may file a new election in the manner prescribed by theAdministrativeCommitteetochangePre-TaxDeferrals,RothContributions,After-Tax Contributions or, if eligible, Catch-Up Contributions at any time and such election shall becomeeffectiveonthefirstpayperiodfollowingthedateonwhichtheelectionisproperly received.TheelectionshallremainineffectuntilchangedbytheActiveParticipantoruntil he or she ceases to be an Active Participant or goes on an unpaid leave of absence.

(b)If an Active Participant becomes an Inactive Participant or Former Participant, or goes on unpaid leave of absence, any Pre-Tax Deferrals, Roth Contributions, After-Tax ContributionsandCatch-UpContributionsfortheParticipantshallcease. If theindividual againbecomesanActive Participantorreturnsfromanunpaidleaveofabsence,heorshe may make a new election under this section.

(c)AllelectionsshallapplytoEarningspaidinthefirstavailablepayrollperiodfollowingthe datethe electionis processed andshallbeirrevocableforsuchperiod.In addition, except for occasional, bona fide administrative considerations, Pre-Tax Deferrals, Roth ContributionsandCatch-UpContributionsmadepursuanttosuchelectionscannotprecede the earlier of the performance of services relating to the Pre-Tax Deferrals, Roth Contributions or Catch-Up Contributions and the date when the Earnings subject to the election would be currently available to the Participant in the absence of an election to defer.

4.4 SalaryReduction

Each Active Participant who makes a Pre-Tax Deferral or Roth Contribution election described in Plansection4.1or,ifeligible,aCatch-UpContributionelectiondescribedinPlansection4.2shall, by the act of making such election or elections, have his or her Earnings reduced by an equivalent amount for so long as the election remains in effect.

4.5 DepositandCreditingofDeferralsandContributions

Pre-TaxDeferrals,RothContributions,After-TaxContributions,andCatch-UpContributionsshall betransferredtotheTrustFundassoonasreasonablypracticableafterthepayrollpaymentdateat whichacorrespondingamountwouldhavebeenpaidtotheParticipantintheabsenceoftheelection of such contributions. Pre-Tax Deferrals shall be allocated to the Participant’s Pre-Tax Account; Roth Contributions shall be allocated to the Participant’s Roth Account; Catch-Up Contributions shall be allocated to the Participant’s Pre-Tax Account and/or Roth Account, as applicable, and After-Tax Contributions shall be allocated to the Participant’s After-Tax Contribution Account as of the payroll payment date on which the corresponding amount would have been paid in absence of the elections under Plan section 4.1 and, if applicable, Plan section 4.2, but shall share in any investment gains and losses only after they are received by the Trust Fund.

4.6 EligibleAutomaticEnrollmentArrangement

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(a)EffectiveDate.Thefollowingautomaticenrollmentprocedureswillapplywithrespectto allCoveredEmployees.AllCoveredEmployeeshiredpriortoOctober8,2019,whohave not made an affirmative election underPlan section 4.1 to makedeferrals orcontributions to the Plan equal or greater than the Default Percentage (defined below) will be automatically enrolled in accordance with the following automatic enrollment procedures onNovember15,2019.ForPlanYearsbeginningafterDecember31,2019,theprocedures setforthinthisPlansection4.6areintendedtoconstituteaneligibleautomaticcontribution arrangement that satisfies Code section 414(w) and provides excise tax relief with respect to excess amounts distributed within 6 months after the end of the plan year under Code section 4979(f).

(b)DefaultPercentage.ACoveredEmployeewillhaveareasonableopportunityafterreceipt of the automatic enrollment notice to make an alternate election. If a Covered Employee failstomakean alternateelection,Pre-TaxDeferralswill automaticallybeginbeingmade onsuchCoveredEmployee’sbehalf,inanamountequalto5%ofhisorherBasePay(i.e., the “Default Percentage”) on the Covered Employee’s date of hire.

(c)Alternate Election. In the event a Covered Employee does not desire to have Pre-Tax DeferralsmadeonhisorherbehalfattheDefaultPercentage,theCoveredEmployeemay elect a different amount up to the contribution percentage limit specified for the Active Participant in AppendixD for the Plan Year or elect to not participate in the Plan.Any alternate election is to be made in accordance with the election procedures set forth in Section 4.3 above.

(d)Withdrawal.Nolaterthan30daysafterdefaultPre-TaxDeferralsarefirstwithheldfrom a Covered Employee’s Base Pay, the Covered Employee may request a distribution of his or her default Pre-Tax Deferrals. The amount to be distributed from the Plan upon the Covered Employee’s request is equal to the amount of default Pre-Tax Deferrals made through the earlier of (a) the pay date for the second payroll period that begins after the CoveredEmployee’swithdrawalrequestand(b)thefirstpaydatethatoccurs30daysafter theEligibleEmployee’srequest,plusattributableearningsthroughthedateofdistribution. Unless the Covered Employee affirmatively elects otherwise, any withdrawal request will betreatedasanaffirmativeelectiontoceasedefaultPre-TaxDeferralsmadeontheCovered Employee’s behalf. Default Pre-Tax Deferrals distributed pursuant to this Section 4.6(d) arenot counted towards theCodesection 402(g)limit. Matching Contributions that might otherwise be allocated to a Covered Employee’s Account on behalf of default Pre-Tax DeferralswillnotbeallocatedtotheextenttheCoveredEmployeewithdrawssuchdefault Pre-Tax Deferrals pursuant to this Section 4.6(d) and any Matching Contributions already madeonaccountofsuchdefaultPre-TaxDeferralsthatarelaterwithdrawnpursuanttothis Section 4.6(d) will be forfeited and subject to allocation as a forfeiture.

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(e)Notices. For Plan Years beginning after December 31, 2019, the Company will provide CoveredEmployeeswith thenoticerequiredunderCodesection414(w)(4)describingthe Plan’sautomaticenrollmentprocedurespriortothebeginningofeachPlanYearregardless of whether the Covered Employee has an affirmative election for Pre-Tax Deferrals in place.

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Article5.EmployerContributions

5.1 EmployeesEligibleforMatchingContributions

Subject to the other provisions of thisPlan, the Employer shall contributeMatching Contributions to this Plan only for a Participant who was an Active Participant during the pay period for which thecorrespondingPre-TaxDeferralsand/orRothContributions(includingamountsrecharacterized as Adjustment Contributions) or After-Tax Contributions were made. Notwithstanding any Plan provision to the contrary, any Matching Contribution (including any investment gain attributable thereto),whichrelatestoanExcessDeferralunderPlansection6.1,ExcessContributionunderPlan section6.3(unlessrecharacterizedasAdjustmentContributions)orExcessAggregateContribution under Plan section 6.5 shall be forfeited and shall not be treated as a Matching Contribution with respect to the Participant for the Plan Year.

5.2 AmountofMatching Contributions

MatchingContributionsshallbemadeonbehalfofanActiveParticipantforeachpayrollperiodfor which Pre-Tax Deferrals, Roth Contributions or After-Tax Contributions were made with respect totheParticipantforthePlanYear.MatchingContributionsmayalsobemadeonbehalfofeligible Participants, as the Employer or Administrative Committee deems necessary or appropriate for administrative purposes, at such other times, but not later than 12 months after the end of the Plan Year.TheamountofMatchingContributionsallocatedtotheParticipant’sMatchingContributions Account shall be equal to the matching percent shown in the table in Appendix E, based on the employmentclassificationoftheParticipantonthelastdayofthepayrollperiod,multipliedbythe Pre-Tax Deferrals (including an Adjustment Contribution), Roth Contribution (including an Adjustment Contribution) or After-Tax Contribution made with respect to the Participant on the Participant’s first 5 percent of Base Pay and Annual Bonus for the pay period. With respect to United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, Local 12773 represented employees, the amount of Matching Contributions allocated to the Participant’s Matching Contributions Account shall be equal to the matchingpercentshowninthetableinAppendix E,basedon theemploymentclassificationofthe Participant on the last day of the payroll period, multiplied bythe Pre-Tax Deferrals (including an Adjustment Contribution), Roth Contributions (including an Adjustment Contribution) or After- Tax Contribution made with respect to the Participant on the Participant’s first 4 percent of Base PayandAnnualBonusforthepayperiod.EffectiveFebruary29,2016,theMatchingContributions allocatedwithrespectto UnitedSteel,Paperand Forestry,Rubber,Manufacturing, Energy, Allied Industrial and Service Workers International Union, Local 12773 represented employees will be the same as for other Active Participants. Effective January 1, 2016, the Matching Contributions allocatedwithrespectto UnitedSteel,Paperand Forestry,Rubber,Manufacturing, Energy, Allied Industrial andServiceWorkers InternationalUnion,Local2154-03representedemployeeswillbe the same as for other Active Participants. The Administrative Committee may limit the amount of Matching

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Contributions made on behalf of a Participant to the extent that the Administrative Committee determines necessary to comply with the limits of Article 6.

5.3 DepositingandCreditingMatchingContributions

TheCompanyshallmakesuchcontributionstotheTrustFundasarerequiredbythisPlan,subject totherightoftheCompanytodiscontinuethePlan.TheCompanyshallcontributeanamountwhich, when added to forfeitures under Plan section 11.3, is sufficient to provide the Matching Contribution allocations required by Plan section 5.2.

Matching Contributions shall be transferred to the Trust Fund as soon as reasonably practicable after the payroll payment date at which the corresponding Pre-Tax Deferrals, Roth Contributions or After-Tax Contributions would have been paid to the Participant in the absence of the election of such contributions. Matching Contributions shall be allocated to the Participant’s Matching Accountasofthepayrollpaymentdateonwhichthecorrespondingamountwouldhavebeenpaid in absence of the Participant’s election, but shall share in any investment gains and losses only after they are received by the Trust Fund.

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Article6.BenefitLimitations

6.1 ElectiveDeferralLimit

(a)Dollar Limit. For any calendar year, the sum of the following items shall not exceed the electivedeferraldollarlimitofCodesection402(g)(1),asadjustedpursuanttoCodesection 402(g)(4):

(1)All Pre-Tax Deferrals and Roth Contributions (but not Catch-Up Contributions) made on behalf of an Active Participant for that calendar year; and

(2)Any other Pre-Tax or Roth contributions made for the calendar year to any Qualified Plan maintained by the Company or any Affiliate which are elective deferrals as defined in Code section 402(g)(3), but not including any such elective deferrals that are catch-up contributions under Code section 414(v).

Anyamountdeferredinexcessofthedollarlimitstatedinthissubsectionisreferred to as an Excess Deferral.

(b)CalendarYearasParticipant’sTaxableYear.APre-TaxDeferralandRothContribution made on behalf of an Active Participant shall be treated as made for a calendar year, for purposesofPlansection6.1(a)(1)ifitismadeonaccountoftheActiveParticipant’selection to reduce Earnings that would otherwise be payable within that calendar year.

(c)Preventing Excess Deferrals. If before the end of a calendar year, the Administrative Committeedetermines(ortheActiveParticipantnotifieshisorherEmployerthatheorshe has determined) that Pre-Tax Deferrals and/or Roth Contributions to be made on behalf of anActiveParticipant for thatcalendaryearwould exceedthelimitsofthissectionorCode section 402(g), then the Administrative Committee shall take one or both of the following steps, to the extent necessary, to avoid exceeding the limits of this section or Code section 402(g):

(1)PermitanActiveParticipanttosubmitarevisedelectionunderPlansection4.1;or

(2)ReducePre-TaxDeferralsand/orRothContributionsthatotherwisewouldbemade, pursuant to the Participant’s current election, for the rest of the calendar year (and adjustthecorrespondingreductionsinEarnings)sothatthelimitsarenotexceeded.

(d)Correcting Excess Deferrals. If Excess Deferrals have been made on the Participant’s behalf in excess of the limits of Code section 402(g), then the Excess Deferrals shall be corrected as follows:

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(1)TheParticipantmustnotifytheAdministrativeCommittee,bysuchothermeansas the Administrative Committee shall prescribe, no later than March 1, immediately followingthecloseofacalendaryear,statingthatthesumoftheitemsdescribedin subsection 6.1(a) are in excess of the limits of Code section 402(g). The notice provided by the Participant shall state the portion of such excess amount that has beenallocatedtothisPlanasanExcessDeferral.TheamountoftheExcessDeferral allocated to this Plan shall not exceed the total amount of the Pre-Tax Deferrals and/or Roth Contributions (excluding Catch-Up Contributions) made on behalf of the Participant for that calendar year. The Administrative Committee may require the Participant to certify to the amount of the Excess Deferral and to provide substantiating evidence satisfactory to the Administrative Committee.

(2)If the Active Participant does not provide the notice described in paragraph (1) by the following March 1, but it is determined that Pre-Tax Deferrals and/or Roth Contributions (excluding Catch-Up Contributions) made on behalf of an Active Participantforacalendaryearinadvertentlyexceedthelimitsofsubsection(a),then theExcessDeferralforthecalendaryearshallbedistributedinaccordancewiththis subsection.

(3)The Administrative Committee shall direct the Trustee to distribute, by April 15 following the close of the calendar year, the Excess Deferral for that calendar year allocated(ordeemedallocated)tothePlanbytheParticipant.AnyExcessDeferrals shallbetreatedasconsistingfirstofanyPre-TaxDeferralsmadebytheParticipant for such Plan Year, as applicable, and second any Roth Contributions which the ParticipantmadeforthePlanYear,asapplicable,exceptasotherwiseelectedbythe Participant.ThedistributedExcessDeferralshallbewithdrawnfromtheInvestment Funds in which the Pre-Tax Account and/or Roth Account, as applicable, is then invested on a pro rata basis. The Trustee shall also distribute the net income attributabletotheExcessDeferrals,asdeterminedbytheAdministrativeCommittee inaccordancewithoneofthemethodspermittedunderTreasuryRegulationssection 1.402(g)–1(e)(5) disregarding, effective January 1, 2007, any provision of prior regulations relating to the distribution of gap period earnings. Corrective distributionsunderthissubsectionshallbecoordinatedwithdistributionsofExcess Contributions under Plan section 6.3 in accordance with Treasury Regulations sections 1.401(k)–1(f)(5) and 1.402(g)–1(e)(6). Any Matching Contributions that have been made with respect to Excess Deferrals that are distributed, in accordance with this subsection, shall be forfeited, as soon as is practicable after corrective distributions are made. Such Matching Contributionsshallbeforfeited,whetherornot

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theParticipantwouldotherwisehave a vested interest in those Matching Contributions, pursuant to Plan section 3.5.

6.2 DiscriminationLimitsonPre-TaxDeferralsandRothContributions

AsofthelastdayofeachPlanYear,theAdministrative Committee shallrequiretestingofPre-Tax Deferrals and Roth Contributions made for the Plan Year to assure that the Actual Deferral Percentage(ADP)forthePlanYearofParticipantswhoareHighlyCompensatedEmployeesdoes not exceed the ADP Test limits specified in this Plan section.

(a)Aggregation, Disaggregation and Restructuring. The rules of this section shall be administeredsoastocomplywiththemandatorydisaggregationrequirementsofTreasury Regulations section 1.410(b)-7(c) and, if the Administrative Committee chooses, the permissive aggregation rules ofTreasury Regulations section 1.410(b)-7(d), provided that anyaggregatedplansshallusethesametestingmethodunderTreasuryRegulationssection 1.401(k)-2(a)(2)(ii) (i.e., current year or prior year testing method) as is used by the Plan forthePlanYear.Notwithstandingtheforegoing,effectiveJanuary1,2004,themandatory disaggregation rules relating to the ESOP and non-ESOP portions of the Plan shall not apply.

(1)To the extent required by the mandatory disaggregation rules, Represented EmployeesandNonrepresentedEmployeesshallbetreatedascomprisingseparate plans for purposes of applying the ADP Test. Notwithstanding the foregoing, the Administrative Committee may treat two or more separate collective bargaining units as a single collective bargaining unit for purposes of applying the ADP Test, providedthatthecombinationsofunitsaredeterminedonabasisthatisreasonable and reasonably consistent from Plan Year to Plan Year.

(2)If,afterapplicationofthemandatorydisaggregationrules,thisPlanispermissively aggregated with one or more other plans that include qualified cash or deferred arrangements for purposes of Code section 401(a)(4) or 410(b), then the cash or deferred arrangements of this Plan and such other plans shall be treated as one arrangement for purposes of this Plan section.

(3)In determining whether the restrictions of this Plan section are met, the AdministrativeCommitteemayexcludefromtheADPTestallEligibleEmployees who are not Highly Compensated Employees and who have not met the minimum age and service requirements of Code section 410(a)(1)(A), if the Administrative Committee elects to apply Code section 410(b)(4)(B). Alternatively, the Administrative Committee may apply the ADP Test separately to all Eligible Employees who have not met the minimum age and service requirements of Code section 410(a)(1)(A).

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(b)ADPTest.TheActualDeferralPercentageforthePlanYearofParticipantswhoareHighly Compensated Employees shall not exceed the greater of:

(1)The product of 1.25 and the Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year; or

(2)Thelesserof:

(A)The product of two and the Actual Deferral Percentage for the current Plan YearfortheEligibleEmployeeswhoarenotHighlyCompensatedEmployees for the current Plan Year, or

(B)The Actual Deferral Percentage for the current Plan Year for the Eligible Employees who arenot Highly Compensated Employees for thecurrent Plan Year plus two percentage points.

By an amendment to the Plan, the Administrative Committee may elect to apply paragraphs (1)and(2)byusingtheActual Deferral Percentage of Employees who arenotHighlyCompensatedEmployeesforthepriorPlanYearonlyifthecurrent yeartestingmethodhas beenusedfor atleast the last fivePlanYears. IfthePlanis aggregated with any other Qualified Plan, the Actual Deferral Percentage of EmployeeswhoarenotHighlyCompensatedEmployeesforthepriorPlanYearmay be used only if the Plan is amended to so provide and each Qualified Plan that is aggregatedwiththisPlanusedthecurrentyearmethodforatleastthelastfiveyears (or, if shorter, the period that such other Qualified Plan was in existence, including years in which the Qualified Plan was a portion of another Qualified Plan).

(c)The restrictions of this section shall be based on the Participant’s actual Testing Compensation while an Active Participant and total Pre-Tax Deferrals and Roth ContributionsallocatedtotheParticipant’sAccountforthePlanYear.TheAdministrative CommitteeisauthorizedtorestrictthePre-TaxDeferralsandRothContributionsofHighly Compensated Employees in a uniform manner if it determines, based on advance testing done during the Plan Year, that such restriction is necessary or appropriate to assure final Plan Year compliance with restrictions of this section.

6.3 CorrectiveMeasuresifADPTestFailed

If, at the end of the Plan Year, the Administrative Committee determines that the Actual Deferral PercentageofHighly Compensated Employees exceeds themaximum permitted forthePlan Year under the ADP Test, then the Administrative Committee shall take the corrective steps described inthis Plan section so that therequirements of Plan section 6.2 aremet for the Plan Year. Pre-Tax Deferrals and Roth Contributions, along with any other elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly

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Compensated Employee, exceeding the ADP Test limits are referred to as Excess Contributions.

(a)CorrectionMethods.TotheextentpermittedunderTreasuryRegulations

section 1.401(k)-2(b)(3) and this Plan section, the Administrative Committee shall first recharacterize Excess Contributions, along with allocable investment gains and losses, as Adjustment Contributions. To the extent Excess Contributions remain for the Plan Year, the Administrative Committee shall next distribute the Excess Contributions, along with allocable investment gains and losses, pursuant to Treasury Regulations section 1.401(k)-2(b)(2) and this Plan section. Regardless of whether recharacterized or distributed, all corrections of Excess Contributions shall be made in accordance with Treasury Regulations section 1.401(k)-2(b)(4) and this Plan section.

(b)Determining Total Excess Contributions. The amount of Excess Contributions attributable to each Highly Compensated Employees is the amount by which Pre-Tax Deferrals and Roth Contributions, along with any other elective deferrals made to other qualifiedcashordeferredarrangementsthatareincludedintheActualDeferralPercentage of a Highly Compensated Employee, must be reduced so that the Actual Deferral PercentageforthatHighlyCompensatedEmployeeisreducedtothemaximumpermissible Actual Deferral Percentage for Highly Compensated Employees. The maximum permissibleActualDeferralPercentageforHighlyCompensatedEmployeesisdetermined by reducing the Actual Deferral Percentage for the Highly Compensated Employee with thehighestActualDeferralPercentageforthePlanYeartotheActualDeferralPercentage for the Highly Compensated Employee with the next highest Actual Deferral Percentage.

IfalesserreductionwouldenabletheADPTesttobesatisfied,onlythelesserreductionis usedtodeterminethemaximumpermissibleActualDeferralPercentage.Thisprocedureis repeated until the ADP Test would be satisfied. The total amount of Excess Contributions to be corrected is equal to the sum of the dollar amounts computed under this subsection for each Highly Compensated Employee and is to be referred to as the Total Excess Contributions.

(c)Apportionment of Total Excess Contributions. Total Excess Contributions for the Plan Year shall be apportioned among Highly Compensated Employees as provided in this subsection.

(1)Pre-TaxDeferrals and/or RothContributionsallocatedtotheHighlyCompensated Employee with the highest dollar amount of Pre-Tax Deferrals and/or Roth Contributions taken into account under the ADP Test for the Plan Year, including any other elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, shall be reduced by the amount required to cause that Highly Compensated Employee’s remaining amount of Pre-Tax Deferrals and/or Roth

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Contributions for the Plan Year to be equal to the dollar amount of Pre-Tax Deferrals and/or Roth Contributions for the Highly Compensated Employee with the next highest dollar amount. This amount shall be allocated as the Excess Contribution for the Highly Compensated Employee, unless a smaller reduction, whenaddedtothetotaldollaramountalreadyallocatedasExcessContributionsfor other Highly Compensated Employees pursuant to this procedure equals the Total Excess Contributions for the Plan Year. Excess Contributions shall be treated as consistingfirstofanyPre-TaxDeferralsmadebytheParticipantforsuchPlanYear, as applicable, and second any Roth Contributions which the Participant made for the Plan Year, as applicable, except as otherwise elected by the Participant.

(2)IfaHighlyCompensatedEmployee’sExcessContributionsincludeelectivedeferrals madetootherqualifiedcashordeferredarrangementsthatareincludedintheActual Deferral Percentage of a Highly Compensated Employee, then the Excess ContributionofthattotheHighlyCompensatedEmployeeshallnotexceedthePre- TaxDeferralsand/orRothContributionsmadeunderthisPlanforthePlanYear.Any portion of the Total Excess Contributions which is apportioned to a Highly CompensatedEmployeepursuanttothissubsection,butwhichcannotbecorrected becauseoftheprecedingsentence,shallbeapportionedtotheHighlyCompensated EmployeewiththenextlowesttotaldollaramountofPre-TaxDeferralsand/orRoth Contributions and that HighlyCompensatedEmployee’s Excess Contributionsshall be reduced by an amount which includes the amount not corrected for the other Highly Compensated Employee.

(3)If the total amount corrected under this subsection is less than the Total Excess Contributions for the Plan Year, the procedure in this paragraph shall be repeated until the total amount corrected is equal to the Total Excess Contributions for the Plan Year.

(4)Theinvestment gains and losses allocable totheExcess Contributions are equal to the sum of allocable investment gains and losses for the Plan Year and allocable gainsandlossesafterthePlanYearforwhichthedistributionismade.Theallocable investmentgainorlossattributabletotheExcessContributionsmaybedetermined in accordance with any of the methods permitted under Treasury Regulations section1.401(k)-2(b)(2)(iv),disregardinganyprovisionsrelatingtothedistribution ofgapperiodearnings,andmaybedeterminedup tosevendays beforethe dateof the correction.

(5)ExcessContributions of theHighlyCompensated Employee withrespect towhich Matching Contributions were not made shall be corrected to the extent necessary under this Plan section before Excess

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Contributions of that Highly Compensated Employeewith respectto whichMatchingContributionswere made.

(6)The requirements of this Plan section shall be deemed to have been satisfied if the total dollar amount corrected equals the Total Excess Contributions with allocable investment gains and losses, even if:

(A)The ADP Test would not satisfy the requirements of Plan section 6.2, if the test were rerun including in the test only Pre-Tax Deferrals and/or Roth Contributions that were not corrected under this subsection; or

(B)TheamountcorrectedwithrespecttoeachHighly CompensatedEmployeeis different from the amount computed for purposes of calculating the Total Excess Contributions amount.

(d)Rules Applicable to Adjustment Contributions. Excess Contributions shall not be treated as corrected even if recharacterized under this subsection (d), unless the requirements of this subsection are met.

(1)ExcessContributionsthatarerecharacterizedasAdjustmentContributionsmustbe reportedtotheInternalRevenueServiceandtheHighlyCompensatedEmployeeas includedingrossincomeoftheHighlyCompensatedEmployeestothesameextent they would have been included in gross income if distributed.

(2)ExcessContributionsmustberecharacterizedasAdjustmentContributionsnolater than 21/2months after the close of the Plan Year (for Plan Years beginning after December 31, 2019, 6 months after the close of the Plan Year). For this purpose, recharacterization will be deemed to have occurred on the date on which the last HighlyCompensatedEmployeeisnotifiedthathisorherPre-TaxDeferrals and/or Roth Contributions are being recharacterized as Adjustment Contributions.

(3)ExcessContributionsmayberecharacterizedasAdjustmentContributionsforaPlan Year only if the Plan allows After-Tax Contributions for that Plan Year and such Adjustment Contributions areincludedintheACP TestforthePlanYear.

(4)InvestmentgainsandlossesallocabletoExcessContributionsshallbeallocatedto thecorrespondingAdjustmentContributionsafterrecharacterization.

(e)RulesApplicabletoDistributions.ExcessContributionsshallnotbetreatedascorrected evenifdistributedunder thissubsection(e),unlesstherequirements ofthis subsectionare met.

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(1)ExcessContributionsandallocableinvestmentgainsandlossesmustbedistributed to the Highly Compensated Employee to whom it has been allocated within 12 months after the close of the Plan Year for which the Excess Contribution arose.

(2)The distributed Excess Contributions and allocable investment gains and losses shallbetakenfromtheInvestmentFundsinwhichthePre-TaxAccountand/orRoth Account is then invested on a pro rata basis.

(3)Any Matching Contributions that have been made with respect to Excess Contributions that are distributed to a Highly Compensated Employee shall be forfeited, as soon as is practicable after corrective distributions are made. Such Matching Contributions shall be forfeited, whether or not the Participant would otherwise have a vested interest in those Matching Contributions,pursuantto Plan section 3.5.

(4)If the Highly Compensated Employee received a full distribution of his or her AccountbeforeExcessContributionsandallocableinvestmentgainsandlossesare distributed to the Highly Compensated Employee, then the prior distribution shall be reported for taxation purposes as first a correction of Excess Contributions and allocableinvestmentgainsandlossestotheextentrequiredunderthisPlansection.

(5)A distribution of Excess Contributions and allocable investment gains and losses shall in no event be treated as satisfying a required minimum distribution for purposes of Code section 401(a)(9) and Plan section 7.6.

(6)The distribution required by this Plan section may be made notwithstanding any other Plan provision.

6.4 Discrimination Limits on Matching Contributions, After-Tax Contributions, and Adjustment Contributions

AsofthelastdayofeachPlanYear,theAdministrativeCommitteeshallrequiretestingofMatching Contributions,After-TaxContributions, andAdjustment Contributionsmade forthePlanYearfor Participants,whowerenotRepresentedEmployeesfortheperiodforwhichthecontributionswere made,toassurethattheAverageContributionPercentageforthePlanYearofsuchParticipantswho areHighlyCompensatedEmployeesdoesnotexceedthelimitsspecifiedintheACPTest.Therules of this section shall not apply at all to Matching Contributions, After-Tax Contributions, and AdjustmentContributionsmadeforthePlanYearforParticipantswhoareRepresentedEmployees for the period for which the contributions are made.

(a)Aggregation, Disaggregation and Restructuring. The rules of this section shall be administeredsoastocomplywiththemandatorydisaggregationrequirementsofTreasury Regulations section 1.410(b)-7(c) and, if the Administrative Committee chooses, the permissiveaggregationrulesofTreasuryRegulationssection1.410(b)-7(d),providedthatany aggregated plans shall use

43

the same testing method under Treasury Regulations section 1.401(k)-2(a)(2)(ii) (i.e., current year or prior year testing method) as is used by the Plan forthePlanYear.Notwithstandingtheforegoing,effectiveJanuary1,2004,themandatory disaggregation rules relating to the ESOP and non-ESOP portions of the Plan shall not apply.

(1)If, after application of the mandatory disaggregation rules, in the preceding paragraph, this Plan is permissively aggregated with one or more other plans that include matching or after-tax contributions subject to contribution testing under Code section 401(m) for purposes of Code section 401(a)(4) or 410(b), then this Plan and such other plans shall be treated as one arrangement for purposes of this Plan section.

(2)In determining whether the restrictions of this Plan section are met, the AdministrativeCommitteemay excludefromtheACP Testall Eligible

EmployeeswhoarenotHighlyCompensatedEmployeesandwhohavenotmetthe minimum age and service requirements of Code section 410(a)(1)(A), if the AdministrativeCommitteeelectstoapplyCodesection410(b)(4)(B).Alternatively, the Administrative Committee may apply the ACP Test separately to all Eligible Employees who have not met the minimum age and service requirements of Code section 410(a)(1)(A).

(b)ACPTest.TheAverageContributionPercentageforthePlanYearofParticipantswhoare Highly Compensated Employees shall not exceed the greater of:

(1)The product of 1.25 and the Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year; or

(2)Thelesserof:

(A)The product of two and the Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year, or

(B)TheAverageContributionPercentageforthecurrentPlanYearfortheEligible Employees who arenot Highly Compensated Employees for thecurrent Plan Year plus two percentage points.

By an amendment to the Plan, the Administrative Committee may elect to apply paragraphs(1)and(2)byusingtheAverageContributionPercentageofEmployees who are not Highly Compensated Employees for the preceding Plan Year rather than the current Plan Year except that such election may not be changed unless permitted by the Internal Revenue Service.

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(c)The restrictions of this section shall be based on the Participant’s actual Testing Compensation while an Active Participant and total Matching Contributions, After-Tax ContributionsandAdjustmentContributionsallocatedtotheParticipant’s Accountforthe Plan Year. The Administrative Committee is authorized to restrict the After-Tax ContributionsofHighlyCompensatedEmployeesinauniformmannerifitdetermines, based on advance testing done during the Plan Year, that such restriction is necessary or appropriate to assure final Plan Year compliance with restrictions of this section.

6.5 CorrectiveMeasuresifACPTestFailed

If, at the end of the Plan Year, the Administrative Committee determines that the Average Contribution Percentage of Highly Compensated Employees exceeds the maximum permitted for the Plan Year under the ACP Test, then the Administrative Committee shall take the corrective stepsdescribedinthisPlansectionsothattherequirementsofPlansection6.4aremetforthePlan Year.MatchingContributions,After-TaxContributions,andAdjustmentContributions,alongwith anyothermatchingcontributionsandafter-taxcontributions(includinganyrecharacterizedelective deferrals)madetootherQualifiedPlansthatareincludedtheActualDeferralPercentageofaHighly Compensated Employee, exceeding the ACP Test limits are referred to as Excess Aggregate Contributions.

(a)Correction Method. The Administrative Committee shall distribute or forfeit Excess Aggregate Contributions, along with allocable investment gains and losses, pursuant to Treasury Regulations section 1.401(m)-2(b)(2) and this Plan section.

(b)Determining Total Excess Aggregate Contributions. The amount of Excess Aggregate ContributionsattributabletoeachHighlyCompensatedEmployeeistheamountbywhich Matching Contributions, After-Tax Contributions and Adjustment Contributions, along with any other matching contributions and after-tax contributions (including any recharacterized elective deferrals) made to other Qualified Plans that are included the AverageContributionPercentageofaHighlyCompensatedEmployee,mustbereducedso that the Average Contribution Percentage for that Highly Compensated Employee is reduced to the maximum permissible Average Contribution Percentage for Highly CompensatedEmployees.ThemaximumpermissibleAverageContributionPercentagefor Highly Compensated Employees is determined by reducing the Average Contribution Percentage for the Highly Compensated Employee with the highest Average Contribution Percentage for the Plan Year to the Average Contribution Percentage for the Highly CompensatedEmployeewiththenexthighestAverageContributionPercentage.Ifalesser reduction would enable the ACP Test to be satisfied, only the lesser reduction is used to determine the maximum permissible Average Contribution Percentage. This procedure is repeated until the ACP Test would be satisfied. The total amount of Excess Aggregate Contributionstobecorrectedisequaltothesumofthedollaramounts

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computedunderthis subsectionforeachHighlyCompensatedEmployeeandisbereferredtoastheTotalExcess Aggregate Contributions.

(c)Apportionment of Total Excess Aggregate Contributions. Total Excess Aggregate ContributionsforthePlanYearshallbeapportionedasprovidedinthissubsection.

(1)Excess Aggregate Contributions allocated to the Highly Compensated Employee withthehighestdollaramountofMatchingContributions,After-TaxContributions and Adjustment Contributions taken into account under the ACP Test for the Plan Year shall be reduced by the amount required to cause that Highly Compensated Employee’sremainingamountofMatchingContributions,After-TaxContributions and Adjustment Contributions forthePlan Yearto beequal to thedollar amount of MatchingContributions,After-TaxContributionsandAdjustmentContributionsfor theHighlyCompensatedEmployeewiththenexthighestdollaramount.This amount shall be allocated as the Excess Aggregate Contribution for the Highly CompensatedEmployee,unlessasmallerreduction,whenaddedtothetotaldollar amount already allocated as Excess Aggregate Contributions for other Highly Compensated Employees pursuant to this procedure equals the Total Excess Aggregate Contributions for the Plan Year.

(2)If a Highly Compensated Employee’s Excess Aggregate Contributions include matching contributions and after-tax contributions (including any recharacterized elective deferrals) made to other Qualified Plans that are included the Average Contribution Percentage of a Highly Compensated Employee, then the Excess Aggregate Contribution of that to the Highly Compensated Employee shall not exceed the Matching Contributions, After-Tax Contributions and Adjustment Contributions made under this Plan for the Plan Year. Any portion of the Total Excess Aggregate Contributions which is apportioned to a Highly Compensated Employeepursuanttothissubsection,butwhichcannotbecorrectedbecauseofthe precedingsentence,shallbeapportionedtotheHighlyCompensatedEmployeewith thenextlowesttotaldollaramountofPre-TaxDeferralsand/orRothContributions andthatHighlyCompensatedEmployee’sExcessAggregateContributionsshallbe reducedbyanamountwhichincludestheamountnotcorrectedfortheotherHighly Compensated Employee.

(3)If the total amount corrected under this subsection is less than the Total Excess AggregateContributionsforthePlanYear,theprocedureinthisparagraphshallbe repeated until the total amount corrected is equal to the Total Excess Aggregate Contributions for the Plan Year.

(4)The investment gains and losses allocable to the Excess Aggregate Contributions areequalonlytothesumofallocableinvestmentgains

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andlossesforthePlanYear forwhichthedistributionismade.Theallocableinvestmentgainorlossattributable to the Excess Aggregate Contributions may be determined in accordance with any ofthemethodspermittedunderTreasuryRegulationssection1.401(m)–2(b)(2)(iv), disregarding any provisions relating to thedistribution ofgap period earnings, and may be determined up to seven days before the date of the correction.

(d)Distribution or Forfeiture. Excess Aggregate Contributions shall not be treated as corrected even if distributed under this subsection, unless the requirements of this subsection are met.

(1)ExcessAggregateContributionsandallocableinvestmentgainsandlossesmustbe distributed to the Highly Compensated Employee to whom it has been allocated within 12 months after the close of the Plan Year for which the Excess Aggregate Contribution arose.

(2)ExcessAggregateContributionsandallocableinvestmentgainsandlossesshallbe distributed or, to the extent attributable to Matching Contributions in which the Highly Compensated Employee is not fully vested as of the end of the Plan Year, forfeited in the following order:

(A)After-Tax Contributions and allocable investment gains and losses on which Matching Contributions were not made;

(B)AdjustmentContributionsandallocableinvestmentgainsandlossesonwhich Matching Contributions were not made;

(C)After-TaxContributionsandallocableinvestmentgainsandlossesalongwith thecorrespondingMatchingContributionsandallocableinvestmentgainsand losses; and

(D)Adjustment Contributions and allocable investment gains and losses along with the corresponding Matching Contributions and allocable investment gains and losses.

(3)ThedistributedExcessAggregateContributionsandallocableinvestmentgainsand losses shall be taken from the Investment Funds in which the subaccount is then invested on a pro rata basis.

(4)If the Highly Compensated Employee received a full distribution of his or her AccountbeforeExcessAggregateContributionsandallocableinvestmentgainsand losses is distributed to the Highly Compensated Employee, then the prior distribution shall be reported for taxation purposes as first a correction of Excess Aggregate Contributions and allocable investment gains and losses to the extent required under this Plan section.

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(5)A distribution of Excess Aggregate Contributions and allocable investment gains andlossesshallinnoeventbetreatedassatisfyingarequiredminimumdistribution for purposes of Code section 401(a)(9) and Plan section 7.6.

(6)The distribution required by this Plan section may be made notwithstanding any other Plan provision.

6.6 LimitationonAnnualAdditions

(a)General Rule. Notwithstanding anything to the contrary contained in this Plan, the total Annual Additions under this Plan and any other defined contribution plan, as defined in Code section 414(i), maintained by the Company or any Affiliate, allocated to a Participant’sAccountforanyPlanYear,whichshallbethelimitationyearforpurposesof Code section 415, shall not exceed the lesser of:

(1)$40,000, as adjusted for increases in the cost-of-living under Code section 415(d) for Plan Years beginning after 2002; or

(2)100percentoftheParticipant’sSection415Compensationforthelimitationyear.

(b)“AnnualAddition”Defined.Theterm“AnnualAddition,”withrespecttoanyParticipant for a Plan Year, shall mean the aggregate of:

(1)TheamountofEmployercontributions(includingMatchingContributionsandPre- TaxDeferralsandRothContributionsotherthanCatch-UpContributions)allocated to the Participant’s Account under this Plan and any other Employer contributions (otherthanCatch-UpContributionsunderCodesection414(v))allocatedunderany other defined contribution plan, as defined in Code section 414(i), maintained by the Company or any Affiliate for the Plan Year;

(2)The amount of a Participant’s After-Tax Contributions (including Adjustment Contributions, but excluding Rollover, Roth Rollover and After-Tax Rollover Contributions)allocatedtotheParticipant’sAccountunderthisPlanandanyother Employee contributions allocated under any other defined contribution plan maintained by the Company or any Affiliate for the Plan Year;

(3)Forfeitures allocated to the Participant’s Account under this Plan or any other definedcontributionplan maintainedbytheCompanyoranyAffiliateforthePlan Year; and

(4)For the purpose of Plan section 6.6(a)(1) only, the amount of Employer contributions,ifany,allocatedtoanaccountdescribedinCodesection419A(d)(1) or an account described in Code section 415(1)(2).

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ForpurposesofthissubsectionandtocomplywiththerequirementsofCodesection 415(h),theterm“Affiliate”includes,inadditiontoAffiliatesdefinedinPlansection 2.1(i),anyentitythatwouldbeanAffiliateunderthatdefinitionifthephrase“more than 50 percent” were substituted for the phrase “at least 80 percent” each place it appears in Code 1563(a)(1).

(c)AdditionalRules.Inapplyingthelimitsofsubsection(a),thefollowingrulesshall apply:

(1)ExcessDeferralsshallnotbeincludedasanAnnualAdditioniftheyaredistributed in a corrective distribution under the provisions of that section. However, any Excess Deferrals that are not distributed in a corrective distribution under Plan section 6.1 shall be included as an Annual Addition, even if they are in excess of the Code section 402(g)(1) limit.

(2)Pre-TaxDeferralsandRothContributionsinexcessoftheADPTestlimitsofPlan section 6.2 shall be included as an Annual Addition, even if they are correctively distributedorre-characterizedasAdjustmentContributionsunderPlansection6.3.

(3)Matching Contributions and After-Tax Contributions (including any Adjustment Contributions)inexcessoftheACPTestlimitsofPlansection6.4shallbeincluded as an Annual Addition, even if they are correctively forfeited or distributed under Plan section 6.5. Matching Contributions relating to distributions of Excess Deferrals under Plan section 6.1(d) are forfeited and shall not be included as an Annual Addition.

(4)Ifashortlimitationyeariscreatedbecauseofanamendmentorotheractionchanging the limitation year (or Plan Year) to a different 12-consecutive-month period, the dollarlimitationofPlansection6.6(a)(1)tobeappliedforthatshortlimitationyear shallbemultipliedbyafraction,thenumeratorofwhichisthenumberofmonthsin the short limitation year and the denominator of which is 12.

(5)The Annual Additions of a Participant who is also a Supplemental Plan Participant for the Plan Year shall be determined under this paragraph if doing so results in a larger amount of Annual Additions for that Participant for the Plan Year. Annual Additions under this paragraph shall be determined by assuming that, for the Plan Year, the Participant contributed the contribution percentage limit in effect for the Participantasdeterminedunder AppendixDandreceivedthemaximum allocation of Matching Contribution under Plan section 5.2.

(d)DispositionofExcessAnnualAdditions

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(1)NotaSupplementalPlanParticipant.IftheParticipantisnotalsoaSupplemental Plan Participant for the Plan Year, then the Participant’s Annual Additions shall be reduced under this Plan, if such reduction is required for purposes of reducing allocations on a combined basis, to the limits of subsection (a) and Code section 415(c), as follows:

(A)First, by distributing After-Tax Contributions (including any Adjustment Contributions) made for the Plan Year to the Participant, to the extent necessary; and

(B)Next, by distributing Pre-Tax Deferrals and/or Roth Contributions made for the Plan Year to the Participant, to the extent necessary; and

(C)Then,forfeitingMatchingContributionsmadeforthePlanYear,totheextent necessary; and

(D)Finally, reducing any remaining excess Annual Additions under the terms of such other defined contribution plans maintained by the Company or any Affiliate as specified in those plans.

(2)Supplemental Plan Participant. If the Participant is also a Supplemental Plan Participant for the Plan Year, then the Participant’s Annual Additions shall first be reduced under the terms of the Retirement Plan for the Plan Year by reducing the allocations made under the Retirement Plan to the extent necessary to assure compliance with the limits of subsection (a) and Code section 415(c). Only after reductions under the Retirement Plan have been made shall reductions of Annual Additionsbemadeunder thetermsofthisPlanandsuchotherdefined contribution plansmaintainedbytheCompanyoranyAffiliate,ifsuchareductionisrequiredfor purposes of reducing allocations on a combined basis, to the limit of subsection (a) and Code section 415(c), as follows:

(A)First, by distributing After-Tax Contributions (including any Adjustment Contributions) made for the Plan Year to the Participant, to the extent necessary; and

(B)Next, by distributing Pre-Tax Deferrals and/or Roth Contributions made for the Plan Year to the Participant, to the extent necessary; and

(C)Then,forfeitingMatchingContributionsmadeforthePlanYear,totheextent necessary; and

(D)Finally, reducing any remaining excess Annual Additions under the terms of such other defined contribution plans (other than the

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Retirement Plan) maintained by the Company or any Affiliate as specified in those plans.

(e)AdjustmentofAllocations.If anallocationtothe AccountofaParticipant wouldexceed thelimitofsubsection(a)duetoareasonablemistakeinestimatingaParticipant’sSection 415 Compensation or due to forfeitures or a reasonable error in the estimation of salary deferrals, then any amount which cannot be allocated shall be held in a suspense account and shall be allocated to the Account of such Participant in the next following Plan Year. The suspense account shall not share in investment gains or losses of the Trust Fund. EffectiveforPlanYearsbeginningafterJuly1,2007,thissubsectionshallnolongerapply because this correction methodology is no longer permitted under the final Treasury Regulations under Code section 415.

6.7 LimitationonPayTakenIntoAccount

(a)IndeterminingtheamountofPre-TaxDeferralsandRothContributionsthatmaybemade on behalf of a Participant for a Plan Year, the total amount of Earnings to which the percentage reduction, elected by the Participant, is applied shall not be limited. Notwithstandingtheforegoing,however,thetotalannualamountofPre-TaxDeferralsand Roth Contributions made for a Plan Year on behalf of the Participant shallnot exceed the product of the maximum deferral percentage allowed under the Plan for the Plan Year multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17).

(b)In determining the amount of After-Tax Contributions that may be made on behalf of a ParticipantforaPlanYear,thetotalamountofEarningstowhichthepercentagereduction, elected by the Participant, is applied shall not be limited. Notwithstanding the foregoing, however, the total annual amount of After-Tax Contributions made for a Plan Year on behalf of the Participant shall not exceed the product of the maximum contribution percentage allowed under the Plan for the Plan Year multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17).

(c)In determining the amount of Matching Contributions that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the Matching Contribution is applied shall not be limited. Notwithstanding the foregoing, however, the totalannualamountofMatchingContributionsmadeforaPlanYearonbehalfofanActive Participant shall not exceed the product of the matching percentage determined under Appendix E multiplied by the maximum amount of Earnings for which Matching Contributions are determined multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17).

6.8 DeductibilityLimitation

Notwithstanding any provision of the Plan to the contrary, the dollar amount of Employer contributions to this Plan are conditioned on their deductibility underCode section 404 and,

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thus, shall always be limited to the amount deductible under Code section 404 for the taxable year for which such contributions are paid to the Trust Fund.

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Article7.BenefitDistributions

7.1 DistributionsGenerally

Distribution of a Participant’s vested Account may begin pursuant to Plan section 7.2, relating to in-service withdrawals, Plan section 7.3, relating to benefit payments on account of a Separation from Service, and Plan section 7.5, relating to death benefit distributions, as applicable under the terms of this Article, but not later than the date provided in Plan section 7.6, relating to required minimum distributions.

Notwithstanding the foregoing, a Participant’s Pre-Tax Account and Roth Account may not be distributed earlier than upon one of the following events:

(a)TheParticipant’sretirement,death,Disability,orSeparationfromService;

(b)TheterminationofthePlanwithouttheestablishmentofanotherdefinedcontributionplan (other than an employee stock ownership plan within the meaning of Code section 4975(e)(7)),providedthatdistributionsmadeunderthisparagraphmaybemadeonlyinthe form of a single lump sum that complies with Code section 401(k)(10)(B); or

(c)TheParticipant’sattainmentofage59 ½ or,ifthePlanisamendedtosoprovide,afinancial hardship of the Participant.

7.2 In-ServiceWithdrawals

(a)An Active Participant or Inactive Participant may withdraw, prior to his or her Separation from Service, in the following order, any amount, up to 100 percent of the sum of the Participant’s:

(1)After-TaxRolloverAccount,ifany;

(2)After-TaxAccount,ifany;

(3)RolloverAccount,ifany;

(4)Pre-TaxAccount,butonlyiftheParticipanthasattainedage59 ½;andthen

(5)MatchingAccount,butonlyiftheParticipanthas completedat least three yearsof Service.

(b)An Active Participant or Inactive Participant also may withdraw, prior to his or her Separation from Service, any amount, up to 100 percent of the sum of the Participant’s, without regard to Plan section 7.2(e) below:

(1)RothAccount,butonlyiftheParticipanthasattainedage59 ½;

(2)RothRolloverAccount;or

(3)In-PlanRothRolloverAccount,butonlyiftheParticipanthasattainedage59 ½.

(c)Nowithdrawalmayberequestedinanyprocessingperiodinwhichaplanloan,asdescribed inArticle8,isbeingprocessed.Furthermore,nowithdrawalrequest

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maybeprocessedmore oftenthanonceinanysix-monthperiodbeginningwiththedatethattheParticipant’smost recentwithdrawalrequestwasprocessed.EffectiveAugust8,2016,therewillbeno restrictiononthetimingofwithdrawalrequestsorthecoordinationofwithdrawalrequests with the processing of loan or other requests under the Plan.

(d)ApplicationforawithdrawalshallbemadeonsuchformsastheAdministrativeCommittee prescribes and shall be effective as of the end of the processing period in which such applicationisreceivedandapprovedbytheAdministrativeCommittee.TheAdministrative Committee shall direct the Trustee, in such cases, to pay the Participant or Inactive Participant the withdrawal amount in a single sum.

(e)Withdrawals shall be paid first out of the net cumulative pre-1987 contributions from the After-Tax Account. Withdrawals shall then be paid out of the net cumulative post-1986 contributions, together with earnings thereon, on a pro rata basis, from the After-Tax Account. Additional amounts shall be withdrawn, if needed, from earnings on pre-1987 contributions from the After-Tax Rollover Account, if any, then from the After-Tax Account,ifany,thenfromtheRolloverAccount,ifany,thenfromthePre-TaxAccount,if permissible, and then from the Matching Account, to the extent permissible. The amount withdrawnshallbetakenfromsuchInvestmentFundsinwhichthesubaccountisinvested on a pro rata basis.

(f)Awithdrawal from aParticipant’s Account balances invested in OxyStock shall bein the form of full shares of Oxy Stock and cash representing any fractional share, except that cash shall be paid in lieu of full shares of Oxy Stock if the Participant specified in the written request for withdrawal that the withdrawal be in the form of cash. A withdrawal from Account balances invested in assets other than Oxy Stock shall be paid in cash. Notwithstandingtheforegoing,awithdrawalconsistingofpre-1987contributionsfromthe After-Tax Account only shall be in the form of cash.

(1)Exceptasprovidedbelow,ifaParticipantwithdrawsanyamountfromtheMatching Account, the Participant (other than a Participant who has attained age 59 ½ at the timethewithdrawalisrequestedandwhowithdrawstheentirebalanceinhisorher Account) shall not be permitted to make any Pre-Tax Deferrals, Catch-Up Contributions, Roth Contributions, After-Tax Contributions, or receive Matching Contributions for a period of six calendar months after the withdrawal is processed (exceptthatsuchParticipantwillstillbeeligibletoreceiveMatchingContributions onanyAnnualBonus).EffectiveforwithdrawalsrequestedafterAugust8,2016,if aParticipantissuspendedfrommakinganyPre-TaxDeferrals,RothContributions, Catch-Up Contributions, and/or After-Tax Contributions in accordance with the sentenceabove,such contributionswillbeautomaticallyreinstateduponexpiration ofthesix-monthsuspensionperiodattheDefaultPercentage,

54

asapplicable,orifthe Participant was not subject to automatic enrollment or had opted out of automatic enrollment at the percentage in place prior to the suspension. Effective January 1, 2017, unless the Participant affirmatively elects otherwise, with respect to any ParticipanthiredpriortoAugust5,2016,uponre-instatement,theelectionineffect asofAugust5,2016willapplytoanyAnnualBonuspaidinthe2017PlanYearand any subsequent plan year until the Participant affirmatively elects otherwise. Effective August 8, 2016, any Participant subject to automatic enrollment pursuant to Plan section 4.6,mustmake a separate election to make Pre-Tax Deferrals, Roth Contributions and After-Tax Contributions from Participant’s Annual Bonus.

(2)Theprecedingsubsectionshallbeinapplicableinthecaseofawithdrawaleffected byacreditorofaParticipantpursuanttoanyinsolvencyproceedinginitiatedunder federal or state law or pursuant to any tax levy.

(3)In addition, notwithstanding the foregoing and effective January 1, 2013, a Participant who has attained age 59 ½ and who withdraws less than the entire balance in his or her Account, shall not be suspended from making Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions, After-Tax Contributions, or receiving Matching Contributions, but pursuant to subsection (b) shall not be permitted to make another withdrawal for six months beginning with the date that the Participant’s most recent withdrawal request was processed. Effective August 5, 2016, a Participant who has attained age 59 ½ and who withdraws less than the entirebalanceinhisorherAccountwillnolongerbesubjecttotheonewithdrawal per six-month period limitation.

(g)Pursuant to the procedures established by the Administrative Committee, during 2020, a Participant who is a “Qualified Individual” (as defined below) may request a Coronavirus-Related Distribution (“CRD”) up to $100,000 from the individual’s Account. A “Qualified Individual” is an individual who can certify that: (i) he or she has been diagnosed with the virus SARS-CoV-2 or with coronavirus 2019 (“COVID-19”) by a test approved by the Centers for Disease Control and Prevention (“CDC”); (ii) his or her spouse or dependent is diagnosed with SARS-CoV-2 or with COVID-19 by a test approved by the CDC; (iii) he or she experiences adverse financial consequences due to SARS-CoV-2 or COVID-19 as a result of one or more of the following: (A) he or she is quarantined; (B) he or she is being furloughed or laid off; (C) his or her workings hours have been reduced; (D) he or she is unable to work due to a lack of child care; (E) he or she has to close or reduce hours of a business that he or she owns or operates. The Administrative Committee may rely on a Participant’s certification that the Participant is a Qualified Individual.

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In accordance with the procedures established by the Administrative Committee, a Participant may recontribute to the Participant’s Account the amount distributed as a CRD pursuant to this Section 7.2(g) in accordance with Section 2202 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and IRS guidance thereunder during the 3-year period commencing after the date the distribution was received.

7.3 BenefitsUponSeparationfromService

(a)Every Participant who incurs a Separation from Service for any reason other than death mayelecttoreceiveadistributionofthevestedportionofhisorherAccount,inapayment form specified by Plan section 7.4. The failure of a Participant to elect a distribution of benefits upon his or her Separation from Service shall be deemed to be an election by the Participant to defer the commencement of benefits.

(b)UnlesstheParticipantchoosestodeferthecommencementofbenefits,eitheraffirmatively orbyfailingtomakeadistributionelection,andsubjecttoPlansection7.6,distributionof benefitstoaParticipantwhoincursaSeparationfromServiceshallbeginnolaterthanthe 60thday after the close of the Plan Year in which occurs the later of:

(1)TheParticipant’sSeparationfromService;or

(2)TheParticipant’s65thbirthday.

If for any reason the amount which is required to be paid cannot be ascertained on thedatepaymentwouldbeduehereunder,paymentorpaymentsshallbemadenot later than 60 days after the earliest date on which the amount of such payment is ascertained.

7.4 PaymentRules

(a)GeneralRules.AlldistributionsfromthisPlanshallbevaluedasprovidedinArticle10and paid in cash or Oxy Stock as provided in this Plan section. The automatic form of benefit paymenttoaParticipantwhohasincurredaSeparationfromServiceandelectedadistribution ofhisorhervestedAccount.EffectiveJanuary1,2020,ifatanytimepriortothefullrepayment ofaParticipant’sloanunderthePlan,theParticipantshouldtransferemploymenttoanew employerbyreasonofacorporatetransaction,theParticipantmay,totheextentpermittedby theAdministrativeCommittee, elect adirectrolloverofhisorherloannoteto aneligibleplan sponsoredbytheParticipant’snewemployer,providedthatthenewemployer’splanagreesto acceptsuchrolloverandtheloanisnotindefault.

(b)ElectionProcedures.AllParticipantelectionstocommencebenefitsshallbemadeduring anelectionperiodofnotmorethan90daysand,exceptasprovidedbelow,notlessthan30 daysendingonthedaypriortothedateasofwhichhisbenefitsarescheduledtocommence in accordance with the benefit payment

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election procedures prescribed by the Administrative Committee. Such procedures shall require the following:

(1)An election form shall be provided to the Participant in non-technical language which will contain a general description of the distribution options.

(2)A Participant may revoke an election of any benefit form described in this section andchooseagaintotake anyavailablebenefitformatanytimeandanynumberof times within the above election period.

(3)A Participant, after having received the written description described in this subsection, may reject the automatic form of benefit and elect a different option undersubsection(c),eventhoughthewrittendescriptionwasprovidedlessthan30 dayspriortotheParticipant’sbenefitcommencementdate,solongastheconditions contained in Treasury Regulations section 1.417(e)-1T(b)(3)(ii) have been met. If the Participant makes an untimely request for additional information, the Administrative Committee, at its discretion, may grant such request, but the granting of such request shall not result in the extension of the election period.

(c)Optional Payment Forms. A Participant who has incurred a Separation from Service for any reason other than death may elect to have his or her vested Account distributed to the Participant under one of the following distribution options, in lieu of the automatic lump sum, as selected by the Participant in the manner prescribed and approved by the Administrative Committee:

(1)Partial Cash Distribution. A request for a specified dollar portion of the Participant’s vested Account. A Participant may request one partial cash distribution in any six-month period. If the Participant receives a partial cash distribution,theParticipantmust waituntilthenextprocessingperiodbeforeheor she may request a subsequent lump sum payment or total distribution. Effective August 8, 2016, there will be no timing limitation for partial cash distributions. A Participantmayelectapartialcashdistributionunderoneofthefollowingoptions; Investment Fund balances will automatically be depleted on a pro rata basis in the following account depletion sequence:

(A)Option1.

(i)After-TaxRolloverAccount;

(ii)After-TaxAccount;

(iii)RolloverAccount;and

(iv)Pre-TaxAccount;

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(B)Option2

(i)MatchingAccount;

(ii)RothRolloverAccount;

(iii)In-PlanRothRolloverAccount;and

(iv)RothAccount.

(C)Orunderboth(A)and(B)above.

RemainingbalancesineachaccountwillcontinuetoparticipateinInvestmentFund earningsuntilvalued for distributions asprovidedinArticle10.

(2)Special Distribution. The portion of Participant’s vested Account, which is an Eligible Rollover Distribution (as determined under Plan section 7.7(b)(4)) and which is invested in Investment Funds other than the Oxy Stock Fund, is distributed as a Direct Rollover (within the meaning of Plan section 7.7(b)(1)), as directed by the Participant. The Oxy Stock Fund balance from the Participant’s vested Account is distributedtotheParticipantassharesofOxyStockalongwithacashdistributionof any remaining portion of the Participant’s vested Account.

(3)Total Deferral. Defers distribution of the Participant’s vested Account, but not beyond the end of the year in which the Participant attains the Applicable Age. Subject to Plansection7.6,theParticipantmayrevokehisorherdeferralelectionatanytime by submitting another distribution request.

(d)Reserved.

(e)PaymentMedium.Theprovisionsofthissubsectionareintendedtocomplywiththestock distribution requirements of Code sections 409(h) and 409(o) applicable to the portion of this Plan constituting an employee stock ownership plan, as required by Code section 4975(e)(7). Notwithstanding any Plan provision to the contrary, the Administrative Committeeshalltakestepstoensurethatthissectionis interpretedandadministeredsoas to comply with such requirements. In the event of any conflict, the rules of the Code and Treasury Regulations shall control.

(1)GeneralRule.InthecaseofaParticipant,BeneficiaryorAlternatePayeereceiving a distribution in the form of single lump sum payment, the value of the vested AccountattributabletoinvestmentsotherthanOxy Stockshallbepaidincashand thevalueofthevestedAccountattributabletoOxyStockshallbedistributedinfull sharesofOxyStockpluscashrepresentingthevalueofanyfractionalshare,except as

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provided in Plan section 7.4(h)(3) for mandatory cashout distributions and Plan section 7.6(a) for required minimum distributions.

(2)Alternative Elections.

(A)BywrittennoticetotheAdministrativeCommittee,theParticipant,Beneficiary orAlternatePayeemayelecttoreceivecashinlieuofandequaltothevalueof the Oxy Stock that would otherwise be distributed under the general rule.

(B)BywrittennoticetotheAdministrativeCommittee,aParticipant,Beneficiary orAlternatePayeemayelecttoreceivealloraportionofthevestedAccount in the form of whole shares of Oxy Stock, plus cash for any fractional share. Any such election shall be implemented in accordance with procedures established by the Administrative Committee by transferring the investment ofsuchAccountorportionthereof,asapplicable,(includingwithoutlimitation amounts transferred from the MidCon Corp. ESOP) as soon as practicable to the Oxy Stock Fund and distributing such amounts as soon as practicable thereafter.

(3)Put Option.

(A)Oxy Stock is readily tradable on established securities market within the meaning of Treasury Regulation section 1.401(a)(35)-1(f)(5). Thus, the provisionsofthisparagraph(3)shallapplyonlyintheeventandtotheextent that as of the date of distribution of Oxy Stock, the Oxy Stock is not readily tradable on established securities market or is subject to a trading limitation.

(B)If Oxy Stock is not readily tradable on established securities market or is subject to a trading limitation when distributed, the distributee shall have the option to sell (the “put option”) such Oxy Stock, in whole or in part, to the Company. The put option shall be granted in accordance with Code section 409(h) and all applicable Treasury Regulations. Specifically, the put option shall provide that for a period of at least 60 days following the date of distribution of the Oxy Stock and, if not exercised within such period of 60 days, during the first 60 days in the following Plan Year, the distributeeshall have the right to have the Company purchase such shares at their fair market value, determined in accordance with Treasury Regulations section 54.4975- 11(d)(5), as of the Valuation Date coincident with or immediately preceding the date of exercise of such put option. The put option may be exercised by notifying the Employer in writing that the option is being exercised.

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(C)Oncetheputoptionisexercised,thefairmarket valueofsuchsharesshall be paidinalumpsumassoonaspracticable.Notwithstandingtheforegoing,the Companyreservestherighttoadoptadifferentpaymentscheduleatanytime, butsuchpaymentscheduleshallnotbelongerthaninannualinstallmentsover aperiodoffiveyears,withinterestonthedeferredbalanceatareasonablerate as determined by the Administrative Committee; provided that any purchase of stock having a value of $1,000 or less shall be paid for in a lump sum.

(D)The provisions of this paragraph (3) shall continue to apply to Oxy Stock if theOxyStockFundceasestobeanemployeestockownershipplanwithinthe meaning of Code section 4975(e)(7).

(E)Notwithstanding the foregoing, this paragraph (3) need not apply to that portion of an Account which the Participant has elected to invest under the diversification provisions of Plan section 9.5.

(f)Payments to Alternate Payees. To the extent permitted by the terms of a Qualified DomesticRelationsOrder,amounts assignedtoanAlternatePayeemaybe paidassoonas possible in a lump sum, notwithstanding the age, employment status, or other factors affecting the ability of the Participant to make a withdrawal or otherwise to receive a distribution of amounts allocated to the Participant’s Account, provided that the total amount assigned to an Alternate Payee does not exceed $5,000 (or, effective July 1, 2024, $7,000) at the time the amount is distributed or, if the amount assigned does exceed $5,000 (or, effective July 1, 2024, $7,000), the Alternate Payee consents in writing to the distribution. Only if required under the Qualified Domestic Relations Order, an Alternate Payee’s Account may be distributedunder one of the optional payment forms specifiedinsubsection(c),ifelectedbytheAlternatePayeeinaccordancewithprocedures establishedbytheAdministrativeCommittee.Notwithstandingtheforegoing,theAlternate PayeeshallbepaidinnoeventnolaterthanthedatesspecifiedinPlansection7.6(relating to required minimum distributions).

(g)Special Rules for Former Laurel Plan Accounts.

(1)InthecaseofaParticipantforwhomadirectplan-to-plantransferwasmadetothis Plan from the Laurel Industries Inc. Incentive Savings Plan (the “Laurel Plan”), distribution may be made, at the election of the Participant, in any form described insection6.5(b)(2)oftheLaurelPlanasineffectonDecember31,1996,provided that the amount subject to such election shall not exceed the amount of the Participant’s Account attributable to such transfer.

(2)InthecaseofaBeneficiaryofaParticipantforwhomadirectplan-to-plantransfer was made to this Plan from the Laurel Industries Inc.

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Incentive Savings Plan (the “LaurelPlan”),distributionmaybemade,attheelectionoftheBeneficiary,in any form describedin section 6.6(g)(1)(ii) of the Laurel Plan as in effect on December 31, 1996, provided that the amount subject to such election shall not exceed the amount of the Beneficiary’s Account attributable to such transfer.

(h)Mandatory Cashout Distribution. Notwithstanding the election procedures set forth above in Plan section 7.4(b):

(1)Distribution Less Than or Equal to $1,000. With respect to a Participant who incurred a Separation from Service prior to 2021, if the vested Account of the terminated Participant is equal to or less than $1,000, the entire amount shall be distributed in a lump sum as promptly as possible.

(2)Distribution LessThanorEqualto$7,000.Prior to July 1, 2024, ifthevested Account of a terminated Participant is less than or equal to $5,000 (or, effective July 1, 2024, $7,000), and the Participant fails to elect to havehis orher benefits paid directly orinthe form of a Direct Rollover (within the meaning of Plan section 7.7(b)(1)) to an Eligible Retirement Plan (within the meaning of Plan section 7.7(b)(3)), the entire account shallbedistributedasanautomaticrollovertoanindividualretirementaccount designated by the Administrative Committee. The Participant will be notified in writing regarding the identity of the individual retirement account trustee or issuer and that his distribution may be transferred without cost or penalty to another individual retirement account.

(3)Distribution to Beneficiaries, Alternate Payees or Participants Over Age 62. Notwithstanding Plan section 7.4(h)(2) above, any distribution that is less than or equalto$5,000(or, effective July 1, 2024, $7,000) andpayabletoaBeneficiary,AlternatePayeeorParticipantwhois over age 62 will be distributed in a lump sum as promptly as possible and will not be distributed as an automatic rollover to an individual retirement account.

(4)FormofDistribution.Allmandatorycashoutdistributionswillbemadeincashand there will be no requirement to issue any shares of Oxy Stock.

7.5 DeathBenefits

(a)Participant’s Death After Benefit Commencement. If the Participant dies after distribution of his or her vested Account has commenced, the remaining portion of such benefit, if any, will continue to be distributed at least as rapidly as under the method of distribution in effect prior to the Participant’s death.

(b)Participant’s Death Before Benefit Commencement. Upon the death of a Participant before benefit payments begin, the balance of the deceased

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Participant’s Account shall be distributed to the Participant’s Beneficiary as soon as practicable after the Participant’s death. Notwithstanding the foregoing, a Beneficiary who is the Participant’s Spouse may elect,beforeanybenefitpaymentsbegin,inaccordancewithproceduresestablishedbythe Administrative Committee, to defer receipt of payment of the deceased Participant’s Account,untiltheyearinwhichtheParticipantwouldhaveattainedagethe Applicable Ageinaccordance with Plan section 7.6(c)(2).

(1)IftheParticipant’sBeneficiaryisatrustorestate, thedistributionshallbepaidina single lump sum payment.

(2)IftheBeneficiaryisotherthantheParticipant’sSpouseandunlesstheBeneficiary elects otherwise, the distribution shall be paid in a single lump sum.

(3)IftheBeneficiaryistheParticipant’sSpouse,theninadditiontothepaymentform described in paragraph (2), the Spouse may elect, in accordance with procedures established by the Administrative Committee, to have the distribution paid in the form of a partial cash distribution, as described in Plan section 7.4(c)(1).

(c)Death of Alternate Payee or Beneficiary. If an Alternate Payee or a Beneficiary of a deceased Participant or Alternate Payee dies prior to distribution of the separate Account established on behalf of the Alternate Payee or Beneficiary, the balance of the deceased individual’s Account shall be distributed to his or her Beneficiary as soon as practicable after his death. Such distribution shall be made in the form of a lump sum payment.

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7.6 RequiredMinimumDistributions

The requirements of this Section 7.6 shall apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. All distributions required under this Section 7.6 shall be determined and made in accordance with the regulations under section 401(a)(9) of the Code and the minimum distribution incidental benefit requirement of section 401(a)(9)(G) of the Code.

(a)Form of Distribution. Unless the Participant’s Account is distributed in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with subsections (b)-(d). All required minimumdistributionswillbemadeincash,andtherewillbenorequirementtoissueany shares of Oxy Stock.

(b)Required Minimum Distributions During Participant’s Lifetime. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(1)the quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9(c) of the regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

(2)If the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9(d) of the regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this section 7.6(b) beginning with the first Distribution Calendar Year and continuing up to, and including, the Distribution Calendar Year that includes the Participant’s date of death.

(c)Death After Date Distributions Begin.

(1)If the Participant dies on or after the date distributions begin, distributions to the Participant’s Beneficiary will begin not later than December 31 of the year following the year of the Participant’s death, and the Participant’s remaining interest must be distributed at least as rapidly as under the distribution method used by the Participant as of the date of the Participant’s death.

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(2)Where there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:

(A)The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(B)If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the applicable distribution period is measured by the surviving spouse’s Life Expectancy using the surviving spouse’s birthday for each Distribution Calendar Year after the calendar year of the Participant’s death. The surviving spouse’s remaining Life Expectancy is redetermined each Distribution Calendar Year using the surviving spouse’s age as of the surviving spouse’s birthday in that Distribution Calendar Year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(C)If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary and there is an Eligible Designated Beneficiary, the Eligible Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Eligible Designated Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(3)If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary and there is no Eligible Designated Beneficiary, the entire interest must be distributed by the end of the calendar year that includes the tenth anniversary of the date of the Participant’s death. However, for the 2021, 2022, 2023 and 2024 calendar years, distributions are not required.

(4)If there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the Participant’s remaining Account will be paid in a single sum to the Participant’s estate no later than the Distribution Calendar Year after the Participant’s death.

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(5)IftheParticipantdies onorafterthedatedistributionsbeginandthereismorethanoneDesignated Beneficiary as of September 30 of the year after the year of the Participant’s death, the Participant’s remaining Account shall be paid in a single sum as required by Plan section 7.5.

(d)Participant’s Death Before Distributions Begin

(1)If the Participant dies before the date distribution begins and the surviving spouse is the sole beneficiary, distribution must begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained the Applicable Age, if later.

If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under section 7.6(d), this section will apply as if the surviving spouse were the Participant.

(2)If the Participant dies before the date distributions begin and there is an Eligible Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is determined initially using the beneficiary’s age as of his birthday in the calendar year following the calendar year of the Participant’s death. For subsequent calendar years, the Designated Beneficiary’s remaining Life Expectancy is determined by reducing that initial Life Expectancy by one for each calendar year that has elapsed after the first calendar year.

If the Participant dies before the date distributions begin and is survived by an Eligible Designated Beneficiary and the surviving Eligible Designated Beneficiary dies or reaches the age of majority before distributions are required to begin to the Eligible Designated Beneficiary under section 7.6(d)(2), distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the tenth anniversary of the Eligible Designated Beneficiary’s death.

(3)If the Participant dies before the date distributions begin and there is a Designated Beneficiary who is not an Eligible Designated Beneficiary, distribution of the Participant’s entire interest must be distributed by December 31 of the calendar year containing the tenth anniversary of the Participant’s death.

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(4)If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(e) Definitions

(1)     “Applicable Age” means:

(A)In the case of an individual who was born before July 1, 1949, the Applicable Age is 70 ½.

(B)In the case of an individual who was born on or after July 1, 1949 but before January 1, 1951, the Applicable Age is 72.

(C)In the case of an individual who was born on or after January 1, 1951 but before 1960, the Applicable Age is 73.

(D)In the case of an individual who was born on or after January 1, 1960, the applicable age is 75.

(5)“Designated Beneficiary” means the individual who is designated by the Participant (or the Participant’s surviving spouse) as the beneficiary of the Participant’s interest under the plan and who is the Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4 of the regulations.

(6)“Distribution Calendar Year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under section 2.2. The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(7)“Eligible Designated Beneficiary” means the individual designated by the Participant (or the Participant’s surviving spouse) and who will receive the Participant’s interest under the plan and who is: (a) The

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surviving spouse of the Participant, (b)a child of the Participant who has not reached majority, (c) disabled, (d) A chronically ill individual, or (e) An individual not described above who is not more than 10 years younger than the Participant.

(8)“Life Expectancy” means the life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9(b) of the regulations.

(9)“Participant’s Account balance” means the Account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. Effective January 1, 2024, a Participant’s Account balance shall not take into account any amounts in the Participant’s Roth Account; provided that this provision shall not apply with respect to Distribution Calendar Years beginning after the Participant’s death.

(10)“Required Beginning Date” means the April 1 of the calendar year following the later of the calendar year in which the Participant, other than a 5-percent owner, attains the Applicable Age or the calendar year in which the Participant retires. For a 5-percent owner, the Required Beginning Date is the April 1 of the calendar year following the calendar year in which the Participant attains the Applicable Age.

(11)“5-percent owner” means a Participant who is a 5-percent owner as defined in section 416 of the Code at any time during the plan year ending with or within the calendar year in which such owner attains age 70½. Once distributions have begun to a 5-percent owner under this section 5, they must continue to be distributed, even if the Participant ceases to be a 5-percent owner in a subsequent year.

Except as otherwise noted herein, the provisions of this Section 7.6 shall be effective January 1, 2020. NotwithstandinganyprovisionofthisPlansectiontothecontraryandconsistentwithCodesection 401(a)(9)(I) and IRS Notice 2020-51, no 2020 RMD (as defined below) shall be required under this Plan section for the 2020 calendaryear.TheRequiredBeginningDateforanyindividualshallbedeterminedwithoutregard to the preceding sentence for purposes of applying this Plan section to required minimum distributions for any calendar year after 2020. A DirectRolloverwillbeofferedonlyfordistributionsthatwouldbeEligibleRolloverDistributions without regard to Code section 401(a)(9)(I), as these terms are defined in Plan section 7.7(b). A “2020 RMD”

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includes a minimum distribution that would have been required in 2020 (or paid in 2021 for the 2020 calendar year for a Participant with a Required Beginning Date of April 1, 2021) but for the enactment of Code section 401(a)(9)(I).

7.7 MandatoryTaxWithholdingandDirectRollovers

(a)GeneralRule.NotwithstandinganyPlanprovisiontothecontrary,allwithdrawalsandother distributionsunderthisPlanshallcomplywiththerequirementsofthissection,Codesection 401(a)(31), the Treasury Regulations thereunder, and related regulatory rules. Under this section,aDistributeeentitledtoacurrentwithdrawalordistributionfromthePlanmayelect, at the time and in the manner prescribed by the Administrative Committee, to have any portionofanEligibleRolloverDistributionpaiddirectlytoanEligibleRetirementPlan.In prescribingthemannerofmakingelectionswithrespecttoEligibleRolloverDistributions, theAdministrativeCommitteemayprovideforauniform,nondiscriminatoryapplicationof anyrestrictionspermittedunderapplicablesectionsoftheCode,TreasuryRegulations,and relatedregulatoryrules,includingarequirementthataDistributeemaynotelecttomakea Direct Rollover from a single Eligible Rollover Distribution to more than one Eligible Retirement Plan.

(b)Special Definitions. In addition to the terms defined in Plan section 2.1 or elsewhere in thisPlan,wheneverusedinthisPlansection,thefollowingtermsshallhavetherespective meaningssetforthbelow,unlessexpresslyprovidedotherwise.Whenthedefinedmeaning is intended, the term is capitalized.

(1)“Direct Rollover” means an Eligible Rollover Distribution that is paid directly to an Eligible Retirement Plan at the direction and for the benefit of the Distributee.

(2)“Distributee” means a Participant, a Participant’s surviving Spouse or a Participant’s Spouse who is the Alternate Payee.

Effective for distributions made after December 31, 2009 on behalf of a deceased ParticipanttoaBeneficiarywhoisneithertheParticipant’ssurvivingSpouseorthe Participant’sformerSpouseandAlternatePayee,thenon-spouseBeneficiaryshall beaDistributeeandthedistributionwillbetreatedasanEligibleRollover Distribution if the following requirements are met. The distribution must made on behalfofthenon-spouseBeneficiaryinadirecttransfertoanindividualretirement account, described in Code section 408(a), or an individual retirement annuity, describedinCodesection408(b)thatistreatedasaninheritedindividualretirement account or annuity for purposes of Code section 408(d)(3)(C). In addition, Code section 401(a)(9)(B), other than clause (iv) thereof relating to required minimum distributions to the Beneficiary, shall apply to the inherited individual retirement account or annuity.

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(3)“EligibleRetirementPlan”isanindividualretirementaccountdescribedinCode section 408(a), an individual retirement annuity described in Code section 408(b) (other than an endowment contract), an annuity plan described in Code section 403(a), a qualified trust described in Code section 401(a) that accepts the Distributee’sEligibleRolloverDistribution,anannuitycontractdescribedinCode section 403(b); an eligible deferred compensation plan under Code section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separatelyaccountforamountstransferredintosuchplanfromthisPlan;andaRoth IRA described in Code section 408A(b).

(4)“Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:

(A)Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more;

(B)Any distribution to the extent the distribution is required under Code section 401(a)(9) and related Treasury Regulations;

(C)Any loan that is treated as a deemed distribution pursuant to Code section 72(p);

(D)Any dividends paid on employer securities and passed through to the Participant, Alternate Payee or Beneficiary, as described in Code section 404(k);

(E)A distribution that is a permissible withdrawal from an eligible automatic contribution arrangement within the meaning of section 414(w); and

(F)The portion of any distribution shall not fail to be an Eligible Rollover DistributionmerelybecausesuchportionconsistsofAfter-TaxContributions, which are not includable in gross income, if such portion is transferred to an individual retirement account or annuity described in Code section 408(a) or (b), to a qualified plan described in Code section 401(a) or 403(a), or to an annuity contract described in Code section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable. The portion of any distributionfromadesignatedRoth

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accountunderthePlanshallnotfailtobe anEligibleRolloverDistributionifsuchportionistransferredtoanotherRoth account under an applicable retirement plan described in Code section 402A(e)(1) or a Roth IRA described in Code section 408A.

Determinations of what constitutes an Eligible Rollover Distribution shall at all times be made in accordance with the current rules under Code section 402(c), which shall be controlling for this purpose.

(G)“Conversion” means a Direct Rollover of an Eligible Rollover Distribution fromthePlantotheRothIRA,withinthemeaningofCodesection408A.The amount rolled over is included in the gross income of the Distributee to the sameextentthatsuchamountwouldhavebeenincludedingrossincomeifnot rolledover.AConversionisnotsubjecttomandatoryincometaxwithholding underCodesection3405.ADistributeemayelectaConversionofanEligible Rollover Distribution made on or after January 1, 2008.

7.8 In-PlanRoth Rollovers

(a)Participant Eligibility. A Participant may elect to roll over a distribution to an In-Plan RothRolloverAccountinaccordancewiththeprovisionsofthissection7.8.AParticipant may elect to rollover amounts held in the accounts described below in Plan section 7.8(b) without regard to whether the Participant satisfies the requirements for distribution in accordance with this Article VII. In-Plan Roth Rollover Contributions shall be subject to the same Plan rules as Roth Contributions. The Plan Administrator will maintain such records as are necessary for the proper reporting of In-Plan Roth Rollover Contributions and will administer the In-Plan Roth Rollover Account in accordance with Code section 402A and the regulations promulgated thereunder.

(b)Permitted Sources. The following contributions arepermitted for roll over to theIn-Plan Roth Rollover Account:

(1)After-TaxAccount,

(2)After-TaxRolloverAccount,

(3)MatchingAccount,

(4)Pre-TaxAccount,

(5)RolloverAccount,and

(6)SIPAccountsnotedinAppendixG.1.

(c)Participant’sSpouse.Solelyforthepurposesofdeterminingeligibilityforan In-PlanRoth RolloverContribution, thePlan will treat a Participant’s surviving Spouse, formerSpouse orAlternatePayeeSpouseasaParticipant.Anon-

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spousebeneficiarymaynotmakeanIn- Plan Roth Rollover Contribution to the Plan.

(d)FormofRollover.AnIn-PlanRothRolloverContributionmustbemadebytheParticipant in the form of a direct rollover. An In-Plan Roth Rollover Contribution may not include Plan loans.

(e)Distributions. The distribution provisions in Plan section 7.1 will apply to In-Plan Roth Rollover Contributions.

(f)Treatment of In-Plan Roth Rollover Contributions. Notwithstanding any other provision of the Plan to the contrary, an In-Plan Roth Rollover Contribution is not a Rollover or Roth Rollover Contribution for purposes of the Plan. Except for amounts withheld pursuant to a voluntary withholding election, an In-Plan Roth Rollover Contributionwillnotbetreatedasadistributionforpurposesofsections72(p),401(a)(11), or411(d)(6)(B)(ii)oftheCode.AmountsinaParticipant’sIn-PlanRothRolloverAccount may only be withdrawn by a Participant when the Participant is eligible for a distribution from the Plan under Article VII.

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Article8.ParticipantLoans

8.1 AvailabilityofLoans

The Administrative Committee, in accordance with the following, may make loans to Participants who are Active Participants or Inactive Participants (referred to for purposes of this section as “Participants”) from the vested portion of the Participant’s Account. Loans shall (a) be made available on a reasonably equivalent basis, (b) not be made available to Highly Compensated EmployeesinanamountequaltoagreaterpercentageoftheirvestedAccountbalanceorthepercent madeavailabletootherloanapplicants,(c)bearareasonablerateofinterest,and(d)beadequately secured by the Participant’s vested Account balance.

8.2 Amountof Loan

No loan (when added to the outstanding balance of all other loans made by the Plan to the Participant) shall exceed the lesser of:

(a)FiftypercentoftheParticipant’svestedAccount, or

(b)Fiftythousanddollars,reducedbythehighestoutstandingbalanceofhisorherloansfrom thePlanduringtheoneyearperiodendingonthedatetheloanismadeovertheoutstanding balance of all of his or her Plan loans on the date on which such loan was made.

Forthepurposeofthislimitation,allloansfromallplansoftheEmployer areaggregated.

In accordance with Section 2202 of the CARES Act, for any loan made to a Qualified Individual during the March 27, 2020 through September 23, 2020 period, the maximum amount of a loan was increased to the lesser of $100,000 and 100% of the Participant’s Account. In addition, for any Qualified Individual with a loan outstanding on or after March 27, 2020, the Qualified Individual may delay repayment in accordance with Section 2202(b)(2) of the CARES Act and Notice 2020-50.

8.3 ProceduresforLoans

The Administrative Committee shall promulgate written loan procedures which shall form part of the Plan which may include, but need not be limited to, the following information:

(a)Theidentityofthepersonsorpositionsauthorizedtoadministertheloanprogram.

(b)Theprocedure forapplyingforloans.

(c)Thebasisonwhichloans willbeapprovedordenied.

(d)Thelimitations, ifany, on thetypes and amountofloans offered.

(e)Theprocedureunderthe programfordeterminingareasonablerateofinterest.

(f)ThetypesofcollateralwhichmaysecureaParticipant’sloan.

(g)The events constituting default and the steps that will be taken to preserve Plan assets in the event of such default.

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Intheeventofanyconflictbetweentheloanproceduresandtheprovisionsofthissection,theloan procedures shall control.

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Article9.InvestmentElections

9.1 InvestmentofContributions

All Pre-Tax Deferrals, Roth Contributions, After-Tax Contributions, Adjustment Contributions, Catch-UpContributions,RolloverContributions,RothRolloverContributions,After-TaxRollover Contributions, In-Plan Roth Rollover Contributions and loan repayments (both principal and interest)madeby and on behalfofa Participant each Plan Year and amounts merged into thePlan shall be invested as the Participant shall designate in the Investment Funds then available in increments of 1 percent of the aggregate amount of such contributions. Participants may invest up to 30% of future Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions, In-Plan Roth Rollover Contributions and After-Tax Contributions in the Oxy Stock Fund, but no new Rollover Contributions or Roth Rollover Contributions may be invested in the Oxy Stock Fund. Notwithstanding any provision to the contrary, a Participant may not transfer any investment into the Oxy Stock Fund if the amount a Participant holds under the Oxy Stock Fund exceeds 30% of the Participant’s total Plan balance.

Each Participant may make the designation described above by making an election in accordance withproceduresestablishedbytheAdministrativeCommitteeuponbecomingaParticipantandmay change such election at any time by making another election in accordance with procedures established by the Administrative Committee. Any such election shall take effect as of the first available pay period after the election was received by the Administrative Committee.

The selection of any Investment Fund is the sole and exclusive responsibility of each Participant, and it is intended that the selection of an Investment Fund by each Participant be within the parametersofsection404(c)oftheEmployeeRetirementIncomeSecurityActof1974,asamended (“ERISA”) and the regulations thereunder. Neither the Employer, Administrative Committee, InvestmentCommitteenor anyofthedirectors,officers,agentsorEmployeesoftheEmployerare empoweredto orshall bepermittedtoadvise aParticipant as tothemannerinwhichhis Accounts shall be invested or changed. No liability whatsoever shall be imposed upon the Employer, the Trustees, anyCommitteemember, or anydirector,officer, agent orEmployee oftheEmployerfor any loss resulting to a Participant’s account because of any sale or investment directed by a ParticipantunderthissectionorbecauseoftheParticipant’sfailuretotakeanyactionregardingan investment acquired pursuant to such elective investment.

In the event that a Participant fails,or continues tofail, todesignate the Investment Fundin which Pre-Tax Deferrals, Roth Contributions, After-Tax Contributions, Adjustment Contributions, Catch-Up Contributions, Rollover Contributions, Roth Rollover Contributions, After-TaxRollover Contributions, In-Plan Roth Rollover Contributions, loan repayments, or amounts merged into the Plan that are to be invested, such amounts shall be invested in the default Investment Fund, which shall be the target date fund offered as an Investment Fund under thePlan that applies to the

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Participant based on the year the Participant will attain age 65, or such other Investment Fund designated by the Investment Committee as the default Investment Fund.

Any amount previously defaulted into a default Investment Fund due to a Participant’s failure to designate an Investment Fund shall not be re-designated or transferred, unless the Participant otherwise transfers such amount in accordance with Plan section 9.2(a). The default Investment FunddescribedaboveisthePlan’squalifiedinvestmentalternative,asthistermisdefinedin Department of Labor Regulations section 2550.404c-5(e).

MatchingContributionsmadeonbehalfofaParticipantshallbeinvestedintheOxyStockFund.

9.2 TransfersofExistingBalances

(a)General Rules. Subject to any investment limitation or restriction imposed by the Investment Fund and except as provided in Plan section 9.5, each Participant, including Inactive Participants and Former Participants, as well as each Alternate Payee or spousal Beneficiary with an Account under the Plan may elect to transfer, in accordance with procedures established by the Administrative Committee, amounts invested in any InvestmentFundtooneormoreInvestmentFundsthenavailableinincrementsof1percent oftheamountbeingtransferred.IftheelectionisreceivedbytheAdministrativeCommittee by 4 p.m. (Central Time) on an Accounting Date, the transfer will be processed on that AccountingDate.EachelectionmadeunderthisPlansectionshallbeeffectiveasofthefirst Accounting Date after the date in which notice thereof is received by the Administrative Committee.IftheelectionisreceivedbytheAdministrativeCommitteeafter4p.m.(Central Time)oronadateotherthananAccountingDate,thetransferwillbeprocessedonthenext Accounting Date. The Administrative Committee may impose such Investment Fund transferfeesasitdeemsreasonableandappropriatetodefraytheadministrativeexpensesof thePlan.AnytransferofexistingbalancesmadeunderthisPlansectiondoesnotaffectthe investmentoffuturecontributions,includingloan repaymentsandamountsmergedintothis Plan, which will be invested as provided under Plan section 9.1 and the last investment election of the Participant filed thereunder.

(b)OxyStockFundTransfers.AvestedParticipantmaynottransferanyinvestmentintothe OxyStockFundiftheamountaParticipantholdsundertheOxyStockFundexceeds30% of the Participant’s total Plan balance.

(c)Qualified Plan Transfers. Nothing contained in this Plan section shall be construed as preventing a Participant, including Inactive Participants and Former Participants, from havingamounts allocatedto his orher Account in any Investment Fund transferred toone ormoreotherInvestmentFundsforthepurposeoffacilitatinganassettransfertothetrustee ofaQualifiedPlansponsoredbyapurchaserorthesubsidiaryofapurchaserasaresultof atransactioninvolvingthesalebytheCompanyoranAffiliateofeitherallorsubstantially alloftheoutstandingcommonstockofanAffiliateorallor

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substantiallyalloftheassetsof afacility,undercircumstanceswheretheParticipantorInactiveParticipantisemployedby the Affiliate or at the facility that is the subject of the sale.

9.3 TransferofAssets

TheAdministrativeCommitteeshalldirecttheTrusteetotransfermoniesorotherpropertybetween Investment Funds as soon as is practicable after each Accounting Date to the extent required to carry out the aggregatecontribution and transfer transactions as ofsuch Accounting Date afterthe necessary entries have been made in the Accounts and offsetting transfer elections have been reconciled, in accordance with uniform rules established by the Administrative Committee.

9.4 Reserved

9.5 MatchingAccountDiversificationRightsAfterAugust1,2004

ThissectioniseffectiveAugust2,2004andshallapplynotwithstandinganycontraryprovisionof this Plan.

(a)Diversification Elections After August 1, 2004. A Qualified Participant shall have the right to transfer to other available Investment Funds, in accordance with Plan section 9.2, upto100percentofthecurrentmarketvalueofthenumberofUnitsintheOxyStockFund credited to his Matching Account.

(b)No Reinvestment. For the period from July 1, 2006 through March 30, 2007, the number of Units in a Qualified Participant’s Matching Account that have been transferred out of the Oxy Stock Fund as described in subsection (a) above may not be reinvested the Oxy Stock Fund.

(c)Election Procedures. Elections to transfer amounts from the Oxy Stock Fund among available Investment Funds shall be made pursuant to procedures established by the Administrative Committee. Each election made under this section shall be effective as of the first Accounting Date after the date on which the Administrative Committee properly receives the election.

(d)Authority.TheInvestmentCommitteeshall havetheauthoritytotakeanyactionsasmay beappropriateornecessarytoensuretheproperoperationofthePlanandinvestmentinthe Oxy Stock Fund consistent with the provisions of this section.

(e)QualifiedParticipant.Forpurposesofthissection,a“QualifiedParticipant”means:

(1)Effective August 2, 2004, a Participant, who has completed at least 10 years of Service under the Plan and has attained age 55;

(2)Effective January 1, 2005, a Participant, who has completed at least 10 years of Service under the Plan and has attained age 50;

(3)Effective March 1, 2005, a Participant, who has completed at least 5 years of Service under the Plan and has attained age 50;

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(4)EffectiveJuly1,2006,aParticipant,whohascompletedatleast5yearsofService under the Plan; and

(5)Effective January 1, 2007, a Participant, who has completed at least 3 years of Service under the Plan.

(6)Effective January 1, 2015, any Active Participant, regardless of the individual’s years of Service under the Plan.

Until July 1, 2006, the Service requirement described in paragraphs (1) through (4) must be met on or before a Participant incurs a Separation from Service. As of July 1, 2006, a Qualified ParticipantincludesaFormerParticipantwhohasincurredaSeparationfromServicebutonlywith respect to the portion of the vested portion of the Participant’s Matching Account as of his Separation from Service.

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Article10.ParticipantAccountsandRecordsofthePlan

10.1 AccountsandRecords

The Participant’s Pre-Tax Account, Roth Account, Matching Account, After-Tax Account, RolloverAccount,RothRolloverAccount,After-TaxRolloverAccountandIn-PlanRothRollover AccountshallbeassignedasubaccountforeachInvestmentFundinwhichtheAccountisinvested. Each such subaccount shall be maintained and valued separately from all other subaccounts. The Administrative Committee shall maintain records relative to a Participant’s Accounts so that there maybedeterminedasofanyAccountingDatethecurrentmarketvalueofhisAccountsintheTrust Fund.

Each Participant, Alternate Payee and Beneficiary with an Account shall be advised from time to time, at least once each Plan Year, as to the value of his or her Account and the portions thereof attributable to his or her Matching Account and the sum of his or her Pre-Tax Account, Roth Account,MatchingAccount,After-TaxAccount,RolloverAccount,RothRolloverAccount,After- Tax Rollover Account and In-Plan Roth Rollover Account and to the various Investment Funds.

10.2 AccountValue

As of any given date for which determination of the value of an Account is required, such value shallequalthesumofthevalueofPre-TaxAccount,RothAccount,MatchingAccount,After-Tax Account,RolloverAccount,RothRolloverAccount,After-TaxRolloverAccountandIn-PlanRoth Rollover Account as of the preceding Accounting Date plus any additional contributions withheld or paid and less the amount of any withdrawals from such Account after the Accounting Date and prior to the date of determination.

10.3 InvestmentFunds

TheTrustFundshallconsistoftheInvestmentFunds,andeachAccountinvestedinanInvestment Fund shall have an undivided proportionate interest in that Investment Fund. The Investment Committee shall have the right to determine the number of Investment Funds to be maintained by the Plan, and to increase or decrease that number from time to time as it deems appropriate. The InvestmentCommitteeshallestablishadditionalInvestmentFundsoreliminateexistingInvestment Funds.Insodoing,theInvestmentCommitteeshallimplementandcarryoutinvestmentobjectives and policies which it shall establish and maintain.

10.4 UnitValueofInvestmentFunds

AsofeachAccountingDate,theTrusteeshalldeterminethefairmarketvalueoftheassetsofeach InvestmentFundandshallnotifytheAdministrativeCommitteeofthevaluesodetermined.Assets for which there is a readily ascertainable market shall be valued by the Trustee at their fair market value, determined by the last known public sale on the Accounting Date as of which the market valueisdetermined. Intheabsenceofasaleon theAccountingDate,thefairmarketvalueofsuch assets,aswellasother

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assetsforwhichthereis noreadilyascertainablefair marketvalue,shallbe determined by the Trustee in such consistent manner as the Trustee shall consider appropriate.

10.5 CalculationofUnitValue

The Trustee shall divide the aggregate value of the assets of each Investment Fund, as so determined, by the total number of outstanding Units in such Investment Fund on the Accounting Date.TheresultobtainedshallbethenewvalueofeachUnit,or“Unitvalue,”asoftheAccounting Date. The Unit value for all Investment Funds shall be ten dollars on the first Accounting Date in 1999.

10.6 ValuationAdjustments

As of each Accounting Date, after the Units in each Investment Fund have been revalued, the Administrative Committee shall adjust the balances in the Accounts in the respective Investment Funds of the Trust Fund, upward or downward, in proportion to the Account balance in the InvestmentFundasofthepreviousAccountingDate.Asaresult,thesumofsuchAccountbalances willequalthenetvalueofeachInvestmentFundoftheTrustFundasofthatAccountingDate.The subaccounts shall then, when appropriate, be credited with additional Units by dividing the dollar amount of contributions, fund transfers, loan repayments, and dividends paid with respect to Oxy StocktobeallocatedtoeachsubaccountonthatAccountingDatebythenewlycalculatedvalueof a Unit in the Investment Fund.

10.7 DebitingofAccountsuponDistribution,Withdrawal,LoanorCharge

Any Units distributed or withdrawn from an Account (including any Units debited as a result ofan Investment Fund transfer fee or redemption fee imposed pursuant to Plan section 9.2) shall be chargedtothe respectivesubaccounts ineach Investment Fund asofthe datethebenefit or charge is payable. The amount distributable or chargeable to the Account shall be equal to the number of Units distributed or charged from the Account multiplied by the Unit value determined as of the AccountingDateimmediately preceding thedateasofwhichthedistributionorchargeis payable.

10.8 UnitValueuponTransferofInvestmentFunds

Participants, Alternate Payees and Beneficiaries electing to transfer from one Investment Fund to anotherunderPlansection9.2shall,asoftheAccountingDateofthetransfer,havetheirAccounts in the Investment Fund from which the transfer is made charged and their Accounts in the InvestmentFundtowhichthetransferismadecredited,basedupontheapplicableInvestmentFund Unit values in effect as of the Accounting Date.

10.9 OxyStockFundValuation

The balance of each Matching Account and, separately, any other portion of the Account invested in the Oxy Stock Fund shall be maintained in full and fractional Units.

AllOxyStockacquiredbytheOxyStock Fund,including,butnotbywayoflimitation,

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Oxy Stock contributed directly by the Employer or purchased with the contributions, Oxy Stock purchased with cash dividends paid in respect of Oxy Stock, Oxy Stock acquired from stock dividends and stock splits, and Oxy Stock purchased with the proceeds of the sale or exchange of warrants, rights or dividends in kind distributed in respect of Oxy Stock, shall be allocated to the AccountsbasedontheportionoftheAccountinvestedintheOxyStockFundasoftheAccounting Date in which the Oxy Stock is acquired.

For the purpose of valuing an Account in connection with any withdrawal or loan under the provisions of the Plan orfor the purpose of any distribution in kind or partly in kind, shares of OxyStockshallbevaluedasoftheAccountingDateofthewithdrawal,loan,ordistributionbased on the closing quotation on the New York Stock Exchange on the Accounting Date in which such withdrawal, loan, or distribution is made; provided, however, that if shares of Oxy Stock are sold in connection with such a withdrawal, loan, or distribution, the shares sold shall be valued at the netproceedsreceived fromsuchsale. IftheclosingpriceofsuchOxyStockshallnotbesoquoted or if so quoted shall not be available to the Administrative Committee, a composite index price or other price which shall be generally accepted for the establishment of fair market value shall be used for the purpose of so valuing the Account.

For the purpose of valuing an Account in connection with any transfer under the provisions of the Plan,sharesofOxyStockshallbevaluedasoftheeffectivedateofthetransferbasedontheclosing quotationontheNewYorkStockExchangeontheAccountingDateinwhichsuchtransferismade; provided,however,thatifsharesofOxyStockaresoldinconnectionwithsuchtransfer,theshares sold shall be valued at the net proceeds received from such sale. If the closing price of such Oxy StockshallnotbesoquotedorifsoquotedshallnotbeavailabletotheAdministrativeCommittee, a composite index price or other price which shall be generally accepted for the establishment of fair market value shall be used for the purpose of so valuing the Account.

With respect to the warrants received by the Plan in August 2020, the Account of each Participant whoseAccountheldaninterestintheOxyStockFundatthecloseofbusinessonJuly6,2020will be allocated a proportionate interest in all the warrants received by the Plan based on the Participant’sOxyStockFundunitsonJuly6,2020.Suchproportionateinterestwillbeallocatedto each Participant in a separate warrant account established on behalf of each Participant. If the investment manager appointed by the Investment Committee with respect to the warrants sells the warrants for cash or exercises the warrants to purchase additional Oxy Stock, any proceeds from the sale or exercise will be allocated to the Participant’s Account and invested in the Oxy Stock Fund.

10.10 ValueofAccounts

Thevalueofthebalance ofanyAccountasof anyAccountingDateshallequal:

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(a)The number of Units credited to the Account as of that date, including Units credited on that date pursuant to Plan section 10.6, multiplied by the Unit value determined as of the Accounting Date, plus

(b)AnyuninvestedcashintheAccount.

10.11 CostAccount

The Trustee shall maintain records so that the cost or “basis” (for tax purposes) of the Oxy Stock allocated to an Account may be determined as of any Accounting Date. Whenever shares of Oxy Stock are distributed from the Account, such shares shall be assigned a cost equal to the average cost of all shares allocated at the same time in accordance with rules and procedures adopted for the purpose by the Administrative Committee.

10.12 RolloverandRothandAfter-TaxRolloverContributions

(a)Subject to the Administrative Committee’s approval and in accordance with uniform and nondiscriminatory procedures adopted by the Administrative Committee, Active or Inactive Participants may contribute, under the conditions specified in this Plan section, to this Plan any of the amounts specified as Rollover Contributions, Roth Rollover Contributionsor,onandafterJanuary1,2020,After-TaxRolloverContributions.Rollover Contributions will be held in the Participant’s Rollover Account. Roth Rollover Contributions will be held in the Participant’s Roth Rollover Account. After-Tax Rollover Contributions will be held in the Participant’s After-Tax Rollover Account.

(b)TheamountmusthavebeenreceivedbyoronbehalfoftheParticipantasaneligiblerollover distribution, as defined in Code section 402(c)(4).

(1)Inthe caseofdirectrollovers,thedistributionmustbereceiveddirectlyfrom:

(A)AQualifiedPlan;

(B)AnannuityplandescribedinCodesection403(a);

(C)AnannuitycontractdescribedinCodesection403(b);

(D)An eligible plan under Code section 457(b) which is maintained by a state, a political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; or

(E)AnindividualretirementaccountdescribedinCodesection408(a)consisting of amounts eligible as Rollover Contributions.

(2)In the case of a Rollover Contribution or Roth Rollover Contribution by the Participant, as opposed to a direct rollover, the contribution must meet the requirementsestablishedbytheAdministrativeCommitteeandtherequirementsof Codesection402(c)(3);providedthatanyRothamountsmustbereceivedasadirect rollover from another designated Roth account in a Qualified Plan.

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(3)On a uniform and nondiscriminatory basis, the Administrative Committee or the Companymaypermitdirectrolloversofpromissorynotesinconnectionwithaloan under a Qualified Plan pursuant to Treasury Regulations section 1.401(a)(31)–1, Q&A–16.TheAdministrativeCommitteemayestablishsuchreasonableprocedures asitdeemsnecessarytofacilitatethedirectrolloverofthepromissorynotesandto ensurethat afterthe rollover, eachloan underthePlan complies with Codesection 72(p), ERISA section 408(b)(1), and the regulations thereunder. By way of illustration and not limitation, the Administrative Committee may reamortize directly rolled over loans to accommodate repayment of the loans in conjunction with the payroll schedules of an Employer so as to comply with the maximum permittedtermoftheloan,ormayrequireaParticipanttoexecutesuchmodification toanexistingloanthatisrolledover,astheAdministrativeCommitteedeems,inits solediscretion,necessarytocomplywithCodesection72(p),ERISAsection 408(b)(1), or the regulations thereunder.

(c)Before accepting an amount as a Rollover, Roth Rollover or After-Tax Rollover Contribution,theAdministrativeCommitteemayrequiresuchinformationanddocuments it deems necessary or appropriate to establish that the contribution will satisfy the requirements of this Plan section and that receipt of the contribution will not adversely affect the qualified status of this Plan. To the extent deemed necessary or appropriate by theAdministrativeCommittee,suchinformationmayincludecopiesofoneormoreofthe following: IRS Form 1099, a distribution statement, the distribution check, certifications fromtheParticipant,andstatementsfromtheadministratorofthetransferorplanthatsuch plan had received a favorable determination letter from the Internal Revenue Service.

(d)Rollover,RothRolloverandAfter-TaxRolloverContributions,otherthanapromissorynote evidencingaParticipantloanthatisrolledover,shallbeinvestedinsuchInvestmentFunds astheParticipantshallselect,inaccordancewithsuchrulesasareprovidedinArticle9,or inaccordancewithotherproceduresapprovedbytheAdministrativeCommittee.Rollover, RothRolloverandAfter-TaxRolloverContributionstothisPlanwillnotbeacceptedunless the Participant has made an affirmative investment election with respect to his or her Rollover, Roth Rolloveror After-Tax Rollover Account under Article 9. Notwithstanding the foregoing, in no event shall Rollover, Roth Rollover or After-Tax Rollover Contributions be invested in the Oxy Stock Fund.

(e)If a Rollover, Roth Rollover or After-Tax Rollover Contribution is made to this Plan and the Administrative Committee later determines that the contribution did not satisfy the requirements of this Plan section, then the Rollover, Roth Rollover or After-Tax Rollover Contribution, plus any earnings attributable to the Rollover, Roth Rollover or After-Tax RolloverContribution,shallbe

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distributedtotheParticipant,withinareasonabletimeafter the Administrative Committee’s determination. The Administrative Committee may use any reasonable method to determine the amount of earnings attributable to the Rollover, Roth Rollover or After-Tax Rollover Contribution.

(f)ThebalanceinaParticipant’sRollover,RothRolloverorAfter-TaxRolloverAccountshall bedistributedatthesametimeandinthesamemannerasotheramountsintheParticipant’s Account. Any questions concerning entitlement to a distribution of a Rollover, Roth Rollover or After-Tax Rollover Account shall be resolved by adding the term “and Rollover, Roth Rollover or After-Tax Rollover Account” in each place where the term “Account” appears in Article 7.

10.13 MergeroftheTHUMSLongBeachCompanySavingsandInvestmentPlan

EffectiveasofOctober31,2011,theTHUMSLongBeachCompanySavingsandInvestmentPlan is merged with and into this Plan. The entire interest of each individual, who was a participant in the THUMS Long Beach Company Savings and Investment Plan on October 28, 2011, shall be transferredtothisPlanandAppendixGshallcontrolthetreatmentofsuchinterestasstatedtherein.

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Article11.Financing

11.1 TrustFund

The Company shall maintain a trust to finance the benefits under the Plan, by entering into one or moreTrust Agreements orinsurancecontracts approved bytheCompany,orby causinginsurance contracts to be held under a Trust Agreement. Any Trust Agreement is designated as and shall constituteapartofthisPlan,andallrightswhichmayaccruetoanypersonunderthisPlanshallbe subject to all the terms and provisions of such Trust Agreement.

After March 25, 2020, the Administrative Committee shall have the sole authority to appoint, remove,orreplacetheTrusteewithasuccessorTrusteeorTrustees,toenterintooneormoreTrust Agreements, and to modify any Trust Agreement from time to time to accomplish the purposes of the Plan. By entering into such Trust Agreements, the Administrative Committee shall vest in the Trustee,orinoneormoreinvestmentmanagers(asdefinedunderERISA)appointedundertheterms oftheTrustAgreementfromtimetotimebyactionoftheInvestmentCommittee,responsibilityfor themanagementandcontroloftheTrustFund.IntheeventtheInvestmentCommitteeappointsany suchinvestmentmanager,theTrusteeshallnotbeliablefortheactsoromissionsoftheinvestment manager or have any responsibility to invest or otherwise manage any portion of the Trust Fund subjecttothemanagementandcontroloftheinvestmentmanager.TheInvestmentCommitteefrom timetotimeshallestablishafundingpolicywhichisconsistentwiththeobjectivesofthePlanand shall communicate it to the Trustee and each investment manager so that they may coordinate investment policies with such funding policy.

11.2 OxyStockFund

(a)GeneralRules.TheOxy StockFund shallconsist ofsharesofOxy Stockandcashorcash equivalentsthatareheldpendinginvestmentinOxyStock.Investmentinsuchsharesshall bemadefromtimetotimebyadirectissueofOxyStockfromtheCompanyorbypurchase from securities dealers or by private purchase at such prices and in such amounts as the Trustee may determine in its absolute and complete discretion. However, no private purchase of such shares shall be made at a total cost greater than the total cost (including brokers’ fees and other expenses of purchase) of purchasing such shares at the then prevailing price of such shares on the open market, such prevailing price to be determined bytheTrusteeasnearlyaspracticablebasedonthemostrecentpublictradingpricesforthe Oxy Stock. The Trustee may match purchases and sales to satisfy investment elections, withdrawals, loans and distributions of Participants.

The Trustee in its discretion may limit the daily volume of its purchases or sales of Oxy Stock to safeguard interest of Participants or comply with legal or exchange requirements. If the Trustee limits daily volume then the purchase

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prices or sale proceeds, as the case may be, during the period of volume limitations, shall be averaged, and the averagepersharepriceorsaleproceedsshallbeusedindeterminingthecostorproceedsto beappliedinsatisfactionofanyorderofaParticipantwhichrequirestheTrusteetopurchase or sell Oxy Stock during such period.

All Oxy Stock purchased by the Trustee shall be registered in the name of the Trustee oritsnominee,andlegaltitletosuchOxyStockshallremainintheTrusteeuntiltheParticipant shall become entitled to distribution thereof pursuant to this Plan.

The Trustee in its own discretion may invest funds awaiting investment in Oxy Stock in short-term obligations, including obligations of the United States of America or any agency or instrumentality thereof, trust and participation certificates, beneficial interests in any trust, and such other short-term obligations as the Trustee deems to be appropriate for such interim investment purposes.

In the event any option, right or warrant is received by the Trustee on Oxy Stock, the independent fiduciary designated by the Investment Committee shall sell the same at public orprivatesaleand atsuchpriceand uponsuch othertermsasitmaydetermine,unlessthe independent fiduciary shall determine that such option, right or warrant should be exercised,inwhichcasetheindependentfiduciaryshallexercisethesameuponsuchterms and conditions it may prescribe.

(b)Election Restrictions for Officers. Investment elections of Company officers shall be limited,ifnecessary,sothatthebeneficialinterestintheOxyStockheldbytheTrustFund for their Accounts shall not exceed, in the aggregate, 20 percent of the total value of all securitiesandotherassetsheldbytheTrustFundinallInvestmentFunds.Forpurposesof this section, the term “officers” shall have the same meaning as set forth in Regulations section 240.3-b-2 promulgated pursuant to section 3(b) of the Securities Exchange Act of 1934.

(c)VotingRights.BeforeeachannualorspecialmeetingoftheshareholdersoftheCompany, and at such other times when shareholder action is required, the Company or Trustee (as determined under the applicable Trust Agreement) shall send to each Participant, BeneficiaryandAlternatePayeewhohasaninvestmentinOxyStockthroughtheOxyStock Fund,theproxyorconsentsolicitationmaterialsthataresenttotheCompany’sshareholders of record. Each such Participant, Beneficiary and Alternate Payee shall have the right to instruct the Trustee confidentially as to the method of voting the shares of Oxy Stock allocatedtotheAccount(throughinvestmentinthe OxyStock Fund)asoftherecorddate fordeterminingthesharesthatareentitledtovoteatthemeetingofshareholdersorthatare entitledtogiveorwithholdconsenttocorporateaction.TheTrusteeinaccordancewiththe instructions received from theParticipant, Beneficiary, or Alternate Payee shall vote such full and fractional shares of Oxy Stock. The Administrative Committee shall instruct the Trusteeastothemethod

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ofvotingsharesofOxyStockforwhichtimelyvotinginstructions arenotreceivedfromParticipants,BeneficiariesorAlternatePayees.TheTrusteeshallnot votesharesofOxyStockforwhichitdoesnotreceivevotinginstructionsfromParticipants, Beneficiaries, Alternate Payees or the Administrative Committee. The Company shall ensure that the requisite voting forms, together with all information distributed to shareholdersregardingtheexerciseofvotingrights,arefurnishedtotheTrusteeandbythe Trustee to such Participants, Beneficiaries and Alternate Payees within a reasonable time beforesuchvotingrightsaretobeexercisedwithrespecttoOxyStockheldintheOxyStock Fund.

(d)DistributionorReinvestmentofCashDividends.Inaccordancewithproceduressetforth inthissubsection,asimplementedbytheAdministrativeCommittee,eachParticipantwho is a Participant in the ESOP portion of this Plan may make the dividend pass-through electiondescribedinthissubsectionwithrespecttodividendspaidonorafterJune1,2002 onOxyStockheldintheOxyStockFundattributabletotheParticipant’sMatchingAccount and with respect to dividends paid on or after July 19, 2007 on all Oxy Stock held in the OxyStockFund.Thedividendsonwhichthedividendpass-throughelectionmaybemade are referred to as Eligible Dividends. Cash dividends that are not Eligible Dividends and cash proceeds from any otherdistribution received on Oxy Stock shall beinvested in Oxy Stock.

(1)Pass-Through Election. With respect to Eligible Dividends, the Participant may elect between:

(A)Either:

(i)The cash payment of Eligible Dividends directly to the Participant; except effective August 8, 2016, if the amount of Eligible Dividends is lessthan$10.00,thentheEligibleDividendswillbereinvestedpursuant to Subsection (B) below; or

(ii)If permitted by the Administrative Committee, the payment of Eligible Dividends to the Participant’s Matching Account, Pre-Tax Account, Roth Account, After-Tax Account, Rollover Account, Roth Rollover Account, After-Tax Rollover Account and In-Plan Roth Rollover Account (based on the subaccount from which the Eligible Dividend is derived)followedbythedistributionofEligibleDividendsincashtothe Participantnotlaterthan90daysafterthecloseofthePlanYearinwhich the Eligible Dividends were paid by the Company; and

(B)The payment of Eligible Dividends to the Participant’s Matching Account, Pre-TaxAccount,RothAccount,After-TaxAccount,RolloverAccount,Roth Rollover Account, After-Tax Rollover Account and In-Plan Roth Rollover Account (based on the

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subaccount from which the Eligible Dividend is derived) and reinvestment in Oxy Stock through the Oxy Stock Fund.

If the Participant does not make an affirmative election, he shall be deemed to have elected the reinvestment of Eligible Dividends pursuant to subparagraph (B). Any earnings on Eligible Dividendsshallnotbedistributedpursuanttosubparagraph(A)(ii),butanylossesonsuchEligible Dividends shall reduce the amount that can be distributed to the Participant under such provision. TheParticipant’s election in effect on theex-dividend date fortheEligible Dividend shall control. A Participant may not split his election between subparagraph (A) and subparagraph (B) with respect to any single Eligible Dividend payment date.

(2)Election Requirements. The dividend pass-through election shall meet the following minimum requirements:

(A)AParticipantmustbegivenareasonableopportunitybeforeEligibleDividends are paid or distributed in which to make the election.

(B)A Participant must have a reasonable opportunity to change a dividend election at least annually.

(C)If there is a change in the Plan terms governing the manner in which Eligible Dividends are paid or distributed, a Participant must be given a reasonableopportunitytomakeanelectionunderthenewPlantermspriorto thedateon which thefirst EligibleDividend subject to thenewPlan terms is paid or distributed.

(D)No election shall be applied retroactively; elections shall apply only to future dividend allocations.

(3)Treatment of Eligible Dividends. Eligible Dividends shall be treated as follows for purposes of the Plan:

(A)AParticipantshall at all timesbefullyvestedin anyEligibleDividendswith respect to which the Participant is offered a dividend pass-through election. The Participant shall be fully vested regardless of whether the Eligible Dividends are paid in cash or reinvested in Oxy Stock allocated to the Participant’s Account and regardless of whether the Participant is vested or nonvested in other amounts held in his Matching Account.

(B)EligibleDividends,whetherpaidincashtotheParticipantorreinvestedinthe Plan, do not constitute an Annual Addition. In addition, reinvested Eligible Dividends do not constitute elective deferrals, within the meaning of Code section 402(g)(3), and shall not be treated as Pre-Tax Deferrals, Roth Contributions or other elective deferrals, under the ADP Test, or After-Tax Contributions, Adjustment Contributions or Matching Contributions under the ACP Test.

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(C)EligibleDividendsthatarereinvestedinOxyStockpursuanttoaParticipant’s election under this subsection are treated as earnings in the same manner as dividendswithrespecttowhichaParticipantisnotprovidedadividendpass- through election.

(D)EligibleDividendspaidincashpursuanttoaParticipant’selectionunderthis subsection:

(i)ArenotsubjecttotheconsentrequirementsofCodesection411(a)(11) or the restrictions on the distributions of elective deferrals under Code section 401(k)(2)(B), notwithstanding any Plan provision to the contrary; and

(ii)DonotconstituteanEligibleRolloverDistribution(asdeterminedunder Plansection7.7(b)(4)),evenifthedividendsaredistributedatthesame time as amounts that do constitute an Eligible Rollover Distribution.

(4)Alternate Payees and Beneficiaries. Subject to such rules as the Administrative Committee may prescribe, Alternate Payees and Beneficiaries shall be treated as Participants for purposes of this subsection.

11.3 Forfeitures

The Administrative Committee may use forfeitures occurring in any processing period to pay the reasonable costs of administering the Plan to the maximum extent permitted by ERISA or to reduce Matching Contributions of all Employers without regard to whether the forfeitures are attributable to persons employed by any individual Employer for such processing period or future processing periods. If the amount of allocable forfeitures occurring in a processing period exceeds the amount of Employer contributions for such processing period, then the excess shall be deposited in a separate account. Effective December 1, 2016, or as soon as practicable thereafter but in no event later than December 31, 2016, such amounts will be deposited into a separate “Forfeiture Account,” invested in the Stable Value Fund or such other Investment Fund as determined within the discretion of the Administrative Committee, and such amounts will be considered Plan assets and allocated in lieu of Employer contributions in succeeding pay periods, used to pay the reasonable expenses of administering the Plan or allocated among Participants as additional contributions. If the Plan terminates while a balance in the Forfeiture Account exists, the balance shall be allocated to Participants per capita to the extent of the maximum amount permitted under Plan section 6.6. Forfeitures shall be used before the end of the Plan Year in which the forfeitures occurred to the extent administratively feasible. Effective on and after January 1, 2025, any amounts allocated to the Forfeiture Account shall be used in lieu of Employer contributions, and, if any amounts in the Forfeiture Account remain outstanding after the full required Employer contribution is made under Article 5 for a Plan Year for each eligible Participant, the Administrative Committee shall use any remaining forfeitures

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to pay the reasonable costs of administering the Plan to the maximum extent permitted by ERISA.

11.4 Non-Reversion

Anything in this Plan to the contrary notwithstanding, it shall be impossible at any time for the contributionsoftheEmployeroranypartoftheTrustFundtoreverttotheCompanyoranAffiliate ortobeusedforordivertedtoanypurposeotherthantheexclusivebenefitofParticipantsortheir Beneficiaries, except that:

(a)If a contribution or portion thereof is made by the Employer by a mistake of fact, upon written request to the Administrative Committee, such contribution or such portion, reduced by losses but not increased by earnings, shall be returned to the Employer within one year after the date of payment; and

(b)IntheeventthatadeductionforanycontributionsmadebytheEmployeris disallowedby the Internal Revenue Service in any Plan Year, then that portion of the Employer contribution that is not deductible shall be returned to the Employer within one year from the date of receipt of notice by the Internal Revenue Service of the disallowance of the deduction.

11.5 DirectTransferofAssetsfromPlansofAcquired Entities

The Trust Agreement shall permit the direct receipt of assets which are transferred directly to the Trust Fund from the trustees of any other Qualified Plan sponsored, at the time of the applicable transaction, by entities which arethe subject ofpurchase transactions made by theCompany or an Affiliate.

11.6 PensionExpenseReimbursementAccount(“PERA”)

The Administrative Committee in its discretion may decide to use revenue sharing payments (i.e., floatincomeearnedonuninvestedcashandallotherrevenue,ifany,receivedfromtheinvestments inthePlan(otherthanoperatingexpensespaidbymutualfundshareholdersgenerally,whethervia rebates or otherwise, that are reflected in the net asset values of such mutual fund shares)) for approved ERISA expenses. Such amounts as well as Participant-paid fees and Plan-imposed excessive trading fees will be deposited into a separate “ERISA Account,” invested in the Stable Value Fund, or such other fund as determined within the discretion of the Administrative Committee, and such amounts will be considered Plan assets. Amounts in the ERISA Account must beusedforthedirectbenefitofPlanParticipants,andanybalancesremainingintheERISA AccountatyearendmustbeusedbytheendofthefirstquarterofthenextPlanYear.Alternatively, the year-end balance must be allocated to Participant Accounts after this deadline. Approved ERISAexpenseswillincludethosereasonable,necessaryanddirectexpensesincurredbythePlan for services provided by the Plan’s Trustee, recordkeeper or other service providers.

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Article12.Administration

12.1 TheAdministrativeCommittee

ThePlanshallbeadministeredbyanAdministrativeCommitteeappointedbytheBoard;afterMarch 25,2020,theAdministrativeCommitteeshallbeappointedbytheFiduciaryAppointmentOfficer. TheAdministrativeCommitteeshallbethePlanAdministrator.TheAdministrativeCommitteeshall be composed of as many members as the Board or, if after March 25, 2020, the Fiduciary Appointment Officer, may appoint from timeto time, but not fewerthan three members, and shall hold office at the discretion of the Fiduciary Appointment Officer.

Any member of the Administrative Committee may resign by delivering his or her written resignation to the Administrative Committee Secretary. Such resignation shall be effective no earlier than the date of the written notice.

Vacancies in the Administrative Committee arising by resignation, death, removal, or otherwise, shall be filled by the Fiduciary Appointment Officer. The Administrative Committee shall be a fiduciary under the Plan, in accordance with ERISA.

After March 25, 2020, the Fiduciary Appointment Officer shall have the sole authority to appoint, remove, replace, and monitor members of the Administrative Committee.

12.2 Chairperson,Secretary,andEmploymentofSpecialists

The Fiduciary Appointment Officer shall appoint, from the members of each of the Investment Committeeand AdministrativeCommittee, aChairperson and themembers shall elect aSecretary who may, but need not, be a member of such Committee. In the event the Fiduciary Appointment OfficerdoesnotappointaChairperson,themembersofeachCommitteeshallselectaChairperson of their respective Committee. They may authorize one or more of their number or any agent to execute or deliver any instrument or instruments on their behalf, and may employ such counsel, auditors, and other specialists and such clerical, medical, actuarial, and other services as they may require in carrying out the provisions of the Plan.

12.3 CompensationandExpenses

The members of the Investment Committee and Administrative Committee who are Employees shall serve without compensation for services as a member of such Committee. Any member of a CommitteemayreceivereimbursementbytheCompanyofexpensesproperlyandactuallyincurred.

AllexpensesofadministrationmaybepaidoutoftheTrustFund,tothemaximumextentpermitted by ERISA, unless paid by the Company. Such expenses shall include any expenses incident to the functioning of the Administrative Committee and the Investment Committee, including but not limited to, fees of accountants, counsel, and other specialists and their agents, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund. However,theCompanymayreimbursetheTrustFundforanyadministrationexpenseincurred.The Company reserves the right to charge the Accounts for reasonable expenses incurred in the

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administrationoftheir Accounts. Any such charges shall beusedto pay the costs of administering thisPlaninthemannerdescribedinPlansection11.3.TheCompanywillmakefulldisclosureofthe amount and nature of any such charge prior to its imposition.

12.4 MannerofAction

AmajorityofthemembersoftheInvestmentCommitteeandAdministrativeCommitteeatthetime inofficeshallconstituteaquorumforthetransactionofbusiness.Allresolutionsadopted,andother actions taken by a Committee at any meeting shall be by the vote of a majority of those present at any such meeting. Upon obtaining the written consent of a majority of the members at the time in office, action of a Committee may be taken otherwise than at a meeting.

12.5 Subcommittees

Each of the Investment Committee and Administrative Committee may appoint one or more subcommittees and delegate such of its power and duties as it deems desirable to any such subcommittee, in which case every reference herein made to such Committee shall be deemed to meanorincludethesubcommitteesastomatterswithintheirjurisdiction.Themembersofanysuch subcommittee shall consist of such officers or other Employees of the Company and such other persons as such Committee may appoint.

12.6 OtherAgents

Each of the Board, the Company, the Administrative Committee and the Investment Committee may also appoint one or more persons or agents to aid it in carrying out its duties as fiduciary or nonfiduciary, and delegate such of its powers and duties as it deems desirable to such person or agents.

12.7 Records

Allresolutions,proceedings,acts,anddeterminationsofeachoftheAdministrativeCommitteeand the Investment Committee shall be recorded by the Secretary thereof or under the Secretary’s supervision, and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved in the custody of the Secretary.

12.8 Rules

Subject to the limitations contained in the Plan, each of the Administrative Committee and the InvestmentCommitteeshallbeempoweredfromtimetotimeinitsdiscretiontoadoptby-lawsand establishrulesfortheconductofitsaffairsandtheexerciseofthedutiesimposeduponitunderthe Plan.

12.9 AdministrativeCommittee’sPowersandDuties

Except as otherwise provided in this Plan, the Company shall have responsibility for any settlor powers, functions or duties, including, withoutlimitation, the rightto amend or terminate the Plan as set forth in Plan section 13.1. The Administrative Committee shall have responsibility for the general administration of the Plan and for carrying out the Plan’s provisions. The Administrative Committee shall have such powers and duties

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as may be necessary to discharge its functions hereunder, including, but not limited to, the following:

(a)ToconstrueandinterpretthePlan,tosupplyallomissionsfrom,correctdeficienciesinand resolve ambiguities in the language of the Plan and Trust; to decide all questions of eligibility and determine the amount, manner, and time of payment of any benefits hereunder;

(b)To make a determination as to the right of any person to an allocation, and the amount thereof;

(c)To obtain from the Employees such information as shall be necessary for the proper administration of the Plan and, when appropriate, to furnish such information promptly to the Trustee or other persons entitled thereto;

(d)To prepare and distribute, in such manner as the Company determines to be appropriate, information explaining the Plan;

(e)ToestablishandmaintainsuchaccountsinthenameofeachParticipantasarenecessary;

(f)ToinstructtheTrusteewithrespecttothepaymentofbenefitshereunder;

(g)To provide for any required bonding of fiduciaries and other persons who may from time to time handle Plan assets;

(h)Toprepareand fileanyreportsrequiredbyERISA;

(i)To engage an independent public accountant to conduct such examinations and to render such opinions as may be required by ERISA;

(j)Toselect,engage,monitorandterminatetheperformanceofthird-partyadministratorsand other service providers and develop policies with respect to service provider contracts to ensure that fees paid are reasonable;

(k)Toallocatecontributions, loanrepayments andTrustFundgainsorlossestotheAccounts of Participants;

(l)Totakeall steps it deems reasonableto correct any references or omissions that may arise in the operation of the Plan, which include taking any and all steps permitted under the Employee Plans Compliance Resolution System, the Voluntary Fiduciary Correction Program, or any other program of correction;

(m)TodesignateAffiliatesasEmployersasdescribed inPlansection14.1;

(n)ToserveasthePlanAdministratorforthePlan;

(o)Tohavetheauthority,incoordinationwiththeInvestmentCommittee,toappoint,remove or replace, the recordkeeper for the Plan;

(p)To have the authority to monitor the Trustee in connection with payments from the Trust Fund, including the payment of benefits; and

(q)Tohavetheauthority toappoint,remove, orreplacetheTrustee.

12.10 InvestmentResponsibilities

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The Investment Committee shall have the authority and responsibility to direct and monitor the TrusteewithrespecttotheinvestmentandmanagementoftheTrustFund,toappointaninvestment manager, as defined in ERISA section 3(38), for the Plan’s Investment Funds, including the Oxy StockFund,andtoestablishafundingpolicyandmethodconsistentwiththeobjectivesofthePlan andtherequirementsofERISA.ExceptasotherwiseprovidedinERISA,theInvestmentCommittee maydelegatesuchauthorityandresponsibilitytodirectandmonitortheTrusteeoranypersonwho acknowledges in writing that it is a fiduciary with respect to the Plan and who provides the InvestmentCommitteewithawrittenaffirmationthatitisqualifiedtoactasaninvestmentmanager within the meaning of ERISA. If the Investment Committee delegates to an investment manager theauthorityandresponsibilitytosodirectandmonitortheTrustee,suchinvestmentmanager,and not the Investment Committeeorthe Trustee, shall havesole responsibility fortheinvestment and management of so much of the Trust Fund as has been entrusted to his management and control, and,excepttotheextentotherwiserequiredbyERISA,suchdelegationshallrelievetheInvestment Committee and the members thereof of all duties and responsibilities with respect to the authority and responsibility so delegated.

12.11 AdministrativeCommittee’sDecisionsConclusive

TheAdministrativeCommitteeshallhavetheexclusiverightanddiscretionaryauthoritytointerpret the termsand provisions of the Plan, apply the facts to the terms of the Plan, and resolve all questionsarisinghereunder,includingtherighttoresolveandremedyambiguities,inconsistencies, oromissionsinthePlan,provided,however,thattheconstructionnecessaryforthePlantoconform to the Code and ERISA shall in all cases control. The Administrative Committee also shall have discretionaryauthoritytomakeanyfactualdeterminationsunderthePlan.BenefitsunderthisPlan will be paid only if the Administrative Committee decides in its discretion that the applicant is entitled to them. The Administrative Committee shall endeavor to act in such a way as not to discriminateinfavorofanyclassofEmployees,Participants,orotherpersons.Anyandalldisputes with respect to the Plan that may arise involving Participants, Beneficiaries or Alternate Payees shall be referred to the Administrative Committee and its decisions shall be final, conclusive, and binding. All findings of fact, interpretations, determinations, and decisions of the Administrative CommitteeinrespectofanymatterorquestionarisingunderthePlanshallbefinal,conclusive,and binding upon all persons, including, without limitation, Employees, Participants, Beneficiaries, AlternatePayees,andanyandallotherpersonshaving,orclaimingtohave,anyinterestinorunder thePlan.ThefactualdeterminationsanddecisionsoftheAdministrativeCommitteeshallbegiven the maximum possible deference allowed by law.

12.12 Indemnity

(a)To the extent permitted by the Company’s bylaws and applicable law, the Company shall indemnifyandholdharmlesseachofthefollowingpersons(“IndemnifiedPersons”)under the terms and conditions of subsection (b):

(1)EachAffiliate;

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(2)EachmemberoftheAdministrativeCommittee

(3)EachmemberoftheInvestmentCommittee;and

(4)Each Employee or member of the Board who has responsibility (whether by delegationfromanother person,anallocationofresponsibilitiesunderthetermsof this Plan document, or otherwise) for a fiduciary duty, a nonfiduciary settlor function(suchasdecidingwhethertoapproveaplanamendment),oranonfiduciary administrative task relating to the Plan.

(b)TheCompanyshallindemnifyandholdharmlesseachIndemnifiedPersonagainstanyand all claims, losses, damages, and expenses, including reasonable attorney’s fees and court costs, incurred by that person on account of his good faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall includepaymentofanyamountsdueunderasettlementofanylawsuitorinvestigation,but only if the Company agrees to the settlement.

(1)An Indemnified Person shall be indemnified under this section only if he notifies an Appropriate Person at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.

(A)A person is an “Appropriate Person” to receive notice of the claim or investigation if a reasonable person would believe that the person notified would initiate action to protect the interests of the Company in response to the Indemnified Person’s notice.

(B)Thenoticemaybeprovidedorallyorinwriting.Thenoticemustbeprovided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this section to the extent that the Plan or Company is materially prejudicedbythe unreasonabledelayofthe IndemnifiedPersoninnotifying an Appropriate Person of the claim or investigation.

(2)An Indemnified Person shall be indemnified under this section with respect to attorneys’ fees, court costs or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counselandtoconductthedefenseofthelawsuitandagreesnottotakeanyaction inthelawsuitthattheCompanybelieveswouldbeprejudicialtotheinterestsofthe Company.

(3)No Indemnified Person, including an Indemnified Person who had a Separation from Service, shall be indemnified under this section unless he makes himself reasonablyavailabletoassisttheCompanywithrespecttothemattersinissueand agreesto providewhatever

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documents, testimony,information,materials, orother forms of assistance that the Company shall reasonably request.

(4)No IndemnifiedPersonshallbeindemnifiedunder thissectionwith respecttoany actionorfailuretoactthatisjudiciallydeterminedtoconstituteorbeattributableto the gross negligence or willful misconduct of the Indemnified Person.

(5)Payments of any indemnity under this section shall be made only from the assets oftheCompanyandshallnotbemadedirectlyorindirectlyfromassetsofthePlan. Theprovisionsofthissectionshallnotprecludesuchfurtherindemnitiesasmaybe availableunderinsurancepurchasedbytheCompanyorasmaybeprovidedbythe Companyunderanyby-law,agreementorotherwise,providedthatnoexpenseshall be indemnified under this section that is otherwise indemnified by an insurance contract purchased by the Company.

12.13 Fiduciaries

ThefiduciariesnamedinthisArticleshallhaveonlythosespecificpowers,duties,responsibilities, andobligationsasarespecificallygiventhemunderthisPlanortheTrustorotherwisedelegatedby the Board. The Employers shall have the sole responsibility for making the contributions required underArticle4andArticle5,andtheCompanyshallhavethesoleauthoritytoappointandremove the Trustee until March 25, 2020, and to amend or terminate, in whole or in part, this Plan or the Trust.AfterMarch25,2020,theAdministrativeCommitteeshallhavethesoleauthoritytoappoint and remove the Trustee. The Administrative Committee shall have the sole responsibility for the administrationofthisPlan, which responsibilityis specifically describedin thisPlan andtheTrust AgreementorotherwisedelegatedbytheBoard.TheofficersandEmployeesoftheCompanyshall havetheresponsibilityofimplementingthePlanandcarryingoutitsprovisionsastheAdministrative Committeeshalldirect.TheInvestmentCommittee,theTrustee,andanyinvestmentmanagershall havethesoleresponsibilityfortheadministrationoftheTrustFundandthemanagementoftheassets heldundertheTrustFund,totheextentprovidedintheTrustAgreement.Afiduciarymayrelyupon anydirection,information,oractionofanotherfiduciaryasbeingproperunderthisPlanortheTrust Agreement,andisnotrequiredunderthisPlanortheTrustAgreementtoinquireintothepropriety ofanysuchdirection,information,oraction.ItisintendedunderthisPlanandtheTrustAgreement that each fiduciary shall be responsible for the proper exercise of his or its own powers, duties, responsibilities,andobligationsunderthisPlanandtheTrustAgreementandshallnotberesponsible for any act or failure to act of another fiduciary. No fiduciary guarantees the Trust Fund in any manneragainstinvestmentlossordepreciationinassetvalue.Anypartymayserveinmorethanone fiduciary capacity with respect to the Plan or Trust Agreement.

Whether or not a particular activity performed by the Fiduciary Appointment Officer, AdministrativeCommittee,InvestmentCommittee,aCommitteemember,ordelegateisconsidered to rise to the level of a fiduciary duty shall depend on whether the person or

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entity is, when performing the activity, exercising the discretion with respect to the administration of the Plan, which under ERISA, if applicable, requires a fiduciary standard of conduct. In the absence of an activity involving such an exercise of discretion with respect to the Plan’s administration, the activity shall be considered ministerial, rather than fiduciary, in nature. If and when a Committee memberordelegateisperforminga“settlor”activity,underERISA,including,bywayofexample, theadoptionofanamendmenttoordecisiontoestablishorterminateaplan,thensuchactivityshall be deemed to be an exercise of “settlor” or sponsor responsibility and shall be subject to ordinary business judgment and not an exercise of fiduciary duty. The Fiduciary Appointment Officer, Administrative Committee, and Investment Committee will not be subject to fiduciary liability or standardsforanysettlorornon-fiduciaryresponsibilitiesand/ordutiesdelegatedtoitbytheBoard.

12.14 Noticeof Address

Each person entitled to benefits from the Plan must file with the Administrative Committee or its agent, in writing, his post office address and each change of post office address. Any communication, statement, or notice addressed to such a person at his latest reported post office address will be binding upon him for all purposes of the Plan, and neither the Administrative Committee nor the Company or any Trustee shall be obliged to search for or ascertain his whereabouts.

12.15 Data

All persons entitled to benefits from the Plan must furnish to the Company such documents, evidence, or information, including information concerning marital status, as the Company considersnecessaryordesirableforthepurposeofadministeringthePlan;anditshallbeacondition of the Plan that each such person must furnish such information and sign such documents as the Company may require before any benefits become payable from the Plan. The Administrative Committee shall be entitled to distribute benefits to a non-Spouse beneficiary in reliance upon the signed statement of the Participant that he is unmarried without any further liability to a Spouse if such statement is false.

12.16 BenefitClaimsProcedures

The provisions of this section shall be subject to, and shall apply to, the extent required under Department of Labor Regulations section 2560.503-1 (relating to the requirements of claims procedures). All decisions made under the procedures described in this section shall be final and there shall be no further right of appeal. No lawsuit may be initiated by any person before fully pursuingtheproceduressetoutinthissection,includingtheappealpermittedpursuanttosubsection (d).

(a)The right of a Participant, Beneficiary, Alternate Payee, or any other person entitled to claim a benefit under the Plan shall be determined by the Administrative Committee, provided, however, that the Administrative Committee may delegate its responsibility to any person. All persons entitled to claim a benefit under the Plan shall be referred to as a “Claimant” for purpose of this section. The term “Claimant” shall also include, where appropriate to the

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context, any person authorized to represent the Claimant under procedures established by the Administrative Committee.

(1)The Claimant may file a claim for benefits by written notice to the Administrative Committee.

(2)Any claim for benefits under the Plan, pursuant to this section, shall be filed with the Administrative Committee no later than eighteen months after the date that a transactionoccurred,orshouldhaveoccurred,withrespecttoaClaimant’sAccount (e.g., two years after benefits were credited, or should have been credited, to a Claimant’s Account, or eighteen months after any withdrawal or distribution occurred or should have occurred). The Administrative Committee in its sole discretion shall determine whether this limitation period has been exceeded.

(3)Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this section:

(A)Arequestfordeterminationofeligibility,enrollment,orparticipationunderthe Plan without an accompanying claim for benefits under the Plan. The determinationofeligibility,enrollment,orparticipationunderthePlanmaybe necessary to resolve a claim, in which casesuch determination shall bemade in accordance with the claims procedures set forth in this section.

(B)Anycasualinquiry relatingtothePlan,includinganinquiryaboutbenefitsor the circumstances under which benefits might be paid under the Plan.

(C)AclaimthatisdefectiveorotherwisefailstofollowtheproceduresofthePlan (e.g., a claim that is addressed to a party, other than the Administrative Committee, or an oral claim).

(D)AnapplicationorrequestforbenefitsunderthePlan.

(b)If a claim for benefits is wholly or partially denied, the Administrative Committee shall, withinareasonableperiodoftime,butnolaterthan90daysafterreceiptoftheclaim(or45 days after receipt of the claim in the case of a disability claim), notify the Claimant of the denialofbenefits.Inthecaseofaclaimotherthanadisabilityclaim,ifspecialcircumstances justifyextendingtheperioduptoanadditional90days,theClaimantshallbegivenwritten notice of this extension within the initial 90-day period, and such notice shall set forth the specialcircumstancesandthedateonwhichadecisionisexpected.Inthecaseofadisability claim, the Administrative Committee may give the Claimant written notice before the end oftheinitial45-periodthatitneedsanadditional30daystoreviewtheclaim,providedthat such notice shall set forth the circumstances beyond the control of the Administrative Committee justifying extending the period and the date on which a decision is expected. If specialcircumstancesbeyondthecontroloftheAdministrativeCommittee’scontroljustify extending

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theclaimreviewperiodforanadditional30days,theClaimantshallbeprovided written notice of this extension within the first 30-day period.

(c)Anoticeofdenial:

(1)ShallbewritteninamannercalculatedtobeunderstoodbytheClaimant; and

(2)Shallcontain:

(A)Thespecificreasonsfor denialoftheclaim;

(B)SpecificreferencetothePlanprovisionsonwhichthedenialisbased;

(C)A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and

(D)An explanation of the Plan’s claim review procedures and the time limits applicabletosuchprocedures,includingastatementoftheClaimant’srightto bring a civil action under ERISA section 502(a) following an adverse determination on review.

(d)Within 60 days of the receipt by the Claimant of the written denial of his or her claim (or within 180 days of receipt in the case of a disability claim) or, if the claim has not been granted,withinareasonableperiodoftime(whichshallnotbelessthantheapplicabletime period specified in subsection (b)), the Claimant may file a written request with the Administrative Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copiesofalldocuments,recordsandotherinformationrelevanttotheClaimant’sclaimfor benefits, but not including any document, record or information that is subject to any attorney-client or work-product privilege or whose disclosure would violate the privacy rights or expectations of any person other than the Claimant. The Claimant may submit issues and comments in writing and may submit written comments, documents, records, andotherinformationrelatingtotheclaimforbenefits.Allcomments,documents,records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(e)TheAdministrativeCommitteeshalldelivertotheClaimantawrittendecisionontheclaim promptly, but no later than 60 days (or 45 days in the case of a disability claim) after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days (or 45 days in the case of a disability claim). If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period (or 45-day period in the case of a disability claim) and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:

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(1)ShallbewritteninamannercalculatedtobeunderstoodbytheClaimant;

(2)Shallincludespecificreasonsforthedecision;

(3)Shall contain specific references to the Plan provisions on which the decision isbased;

(4)Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits; and

(5)ShallcontainastatementoftheClaimant’srighttobringacivilactionunderERISA section 502(a) following an adverse determination on review.

(f)Nolegalactionmaybecommencedafterthelater of:

(1)180 days after receiving the written response of the Administrative Committee to an appeal, or

(2)365daysaftertheClaimant’soriginalapplicationforbenefits.

(g)AnylegalactioninconnectionwiththePlanmustbefiledinHarrisCounty, Texas or the U.S. District Court for the Southern District of Texas. Notwithstanding the preceding sentence, in the event that the Administrative Committee exercises its right to initiate an interpleader action pursuant to Section 12.16(h), the Administrative Committee may in its discretion file such interpleader action in (i) a court in the state in which the Participant resides (or, in the event of the Participant's death, resided at the time of his death), (ii) a court in the state in which at least one claimant of the Participant's benefit resides or (iii) a court described in the first sentence of this Section 12.16(g).

(h)The Administrative Committee reserves the right, in its sole discretion, to initiate an interpleader action to resolve any competing claims for a benefit under the Plan or to determine the proper beneficiary of any benefit under the Plan.

12.17Member’sOwnParticipation

No member of the Administrative Committee or the Investment Committee may act, vote or otherwise influence a decision of the committee on which he or she serves specifically relating to his or her own participation under the Plan.

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Article13.AmendmentandTermination

13.1 AmendmentandTermination

TheCompany expects thePlan to bepermanent and to continueindefinitely; however, this Plan is purely voluntary on the part of the Company and each Employer. The Company must necessarily and does hereby reserve the right to amend, modify, or terminate the Plan at any time by action of itsBoard.AfterMarch25,2020,thePlanAmendmentOfficershallhavetheauthoritytoamendor modify the Plan on behalf of the Company in its plan sponsor capacity as long as the amendment ormodification(i)isnecessaryorappropriatetoqualifyormaintainthePlan’stax-qualifiedstatus or to comply with other legal requirements or (ii) does not significantly decrease benefits or significantly increase costs to the Company and its Affiliates.

13.2 DistributiononTermination

UponterminationofthePlaninwholeorinpart,oruponcompletediscontinuanceofcontributions to the Plan by the Company, the value of the proportionate interest in the Trust Fund of each Participant affected by such termination shall be determined by the Administrative Committee as ofthedateofsuch termination ordiscontinuance. TheAccounts ofsuch Participants shall be fully vestedandnonforfeitable,andthereafterdistributionshallbemadetosuchParticipantsasdirected by the Administrative Committee.

Upon the partial termination of the Plan, the Board may inits sole discretion determine the timing of a distribution of the balance of the affected Participants’ Accounts.

13.3 Successors

In case of the merger, consolidation, liquidation, dissolution or reorganization of an Employer, or the sale by an Employer of all or substantially all of its assets, provision may be made by written agreementbetweentheCompanyandanysuccessorcorporationacquiringorreceivingasubstantial part of the Employer’s assets, whereby the Plan and the Trust Agreement will be continued bythe successor. If the Plan is to be continued by the successor, then effective as of the date of the reorganizationortransfer,thesuccessorcorporationshallbesubstitutedfortheEmployerunderthe PlanandtheTrustAgreement.ThesubstitutionofasuccessorcorporationforanEmployerwillnot in any way be considered a termination of the Plan.

13.4 PlanMergerorTransfer

ThisPlanshallnotmergeorconsolidatewith,ortransferassetsandliabilitiesto,oracceptatransfer from, any other employee benefit plan unless each Participant, Beneficiary, or Alternate Payee in this Plan will (if the Plan had then terminated) receive a benefit immediately after the merger, consolidation,ortransferwhichisnotlessthanthebenefittheParticipant,Beneficiary,orAlternate Payeewouldhavebeenentitledtoreceiveimmediatelybeforethemerger,consolidation,ortransfer ofassets(ifthisPlanhadthenterminated).Subjecttotheselimitations,thePlanmaytransferassets andliabilitiesto,oracceptatransferofassetsandliabilitiesfrom,anyotheremployeebenefitplan which is qualified under Code section 401(a) where such a

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transfer has been authorized by agreement between the Company and the sponsor of the other employee benefit plan and is not prohibited by law.

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Article14.ParticipatingAffiliates

14.1 AdoptionofthePlan

The Board or, if authorized by the Board, the Administrative Committee may designate any Affiliate as an Employer under this Plan. The Affiliate shall become an Employer and a party to this Plan and the Trust Agreement upon acceptance of such designation effective as of the date specified by the Board or Administrative Committee.

14.2 Conditionsof Participation

By accepting such designation or continuing as a party to the Plan and Trust, each Employer acknowledges that:

(a)It is bound by such terms and conditions relating to the Plan as the Company or the Administrative Committee may reasonably require;

(b)ItmustcomplywithallqualificationrequirementsandemployeebenefitrulesoftheCode, ERISAandrelatedregulationsandherebyacknowledgestheauthorityoftheCompany,the Administrative Committee, and the Investment Committee to review the Affiliate’s compliance procedures and to require changes in such procedures to protect the Plan’s qualification;

(c)It has authorized the Company, the Administrative Committee, and the Investment CommitteetoactonitsbehalfwithrespecttoEmployermatterspertainingtothePlanand the Trust Fund;

(d)ItwillcooperatefullywiththePlanofficialsandtheiragentsbyprovidingsuchinformation and taking such other actions, as they deem appropriate for the efficient administration of the Plan and the Trust Fund; and

(e)Its status as an Employer under the Plan is expressly conditioned on its being and continuing to be an Affiliate of the Company.

14.3 TerminationofParticipation

(a)Withdrawal by Affiliate. Subject to the concurrence of the Board or Administrative Committee, any Affiliate may withdraw from the Plan and Trust, and end its status as an Employer hereunder, by communicating in writing to the Administrative Committee its desiretowithdraw.ThewithdrawalshallbeeffectiveasofthedateagreedtobytheBoard orAdministrativeCommittee,asthecasemaybe,andtheAffiliate.Uponsuchwithdrawal, the Plan shall not terminate.

(b)Termination by Company. The Company, acting through the Board or, if authorized by the Board, the Administrative Committee, reserves the right, in its sole discretion and at anytime,toterminatetheparticipationinthisPlanofanyEmployer.Suchterminationshall be effective immediately, upon the notice of such termination from the Company to the Trustee and the Employer being terminated, whichever occurs first, or such later effective date agreed to by the Company. Upon such termination, this Plan shall not terminate.

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14.4 ConsequencesoftheTerminationofan Employer

IfanEmployerceasestoparticipateinthisPlan,forwhateverreason,andthePlanisnotterminated then, unless otherwise directed by the Board, the Administrative Committee shall elect, in its discretion, which of the following shall apply:

(a)The Administrative Committee may elect that the portion of the Plan attributable to the former Employer shall become a separate plan effective as of the date on which the Employer’s participation in this Plan terminates. The Administrative Committee shall informtheTrusteeoftheportionoftheTrustFundthatisattributabletotheparticipationof theterminatedEmployer.Assoonthereafterasisadministrativelyfeasible,theTrusteeshall set apart that portion of the Trust Fund as a separate trust fund that shall be part of the separate plan of the terminated Employer. Thereafter, the administration, control, and operation of the separate plan, with respect to the terminated Employer, shall be on a separate basis, in accordance with the terms of this Plan except that:

(1)TheterminatedEmployer,nottheCompanyortheAdministrativeCommittee,shall be the sponsor and administrator of the separate plan and shall have all duties, responsibilities, and powers that the Company, Administrative Committee and Investment Committee have under this Plan; and

(2)The terminated Employer, not the Company, shall have the power to amend and terminatetheseparateplan,inaccordancewiththeprovisionsofPlansection13.1.

(b)Alternatively, the Administrative Committee may elect to maintain the Accounts of Participants employed by the terminated Employer as follows:

(1)Except as provided in paragraph (5), all Participants employed by the terminated Employer on the date on which the entity ceases participation in this Plan shall become Inactive Participants or Former Participants, as applicable.

(2)The Pre-Tax Deferral, Roth Contribution, Catch-Up Contribution and After-Tax Contribution elections of an Active Participant under Article 4 shall only apply to Earnings for the portion of the Plan Year ending on the Employer’s termination date.

(3)The terminated Employer shall transfer to the Trust Fund the Pre-Tax Deferrals, RothContributions,Catch-UpContributions,MatchingContributionsandAfter-Tax ContributionsrequiredunderthePlanrelatingtoEarningsthroughtheeffectivedate of the Employer’s termination of participation in this Plan.

(4)For purposes of being eligible to receive a distribution of his or her Account, an Inactive Participant described in paragraph (1) shall not be treated as having a SeparationfromServiceunlessanduntilthe

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AdministrativeCommitteedetermines thattheParticipantiseligibletoreceiveadistributionundertheprovisionsofCode section 401(k)(2)(B)(i).

(5)If a Participant described in paragraph (1) becomes an Employee of another Employer immediately after the effective date of the prior Employer’s termination of participation in this Plan, then the Participant shall be treated under the Plan as having transferred employment from one Employer to another.

(6)Should the Administrative Committee elect to take alternative action under this Section14.4(b),thenameoftheterminatedEmployerandtheeffectivedateofsuch action will be set forth on Appendix H.

(c)With the consent of the Employer that is no longer participating in the Plan, the Company or Administrative Committee may take such other actions with respect to the Accounts of Participants employed by that Employer as are permitted under the Code and ERISA.

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Article15.Top-HeavyProvisions

15.1 ApplicationofTop-HeavyProvisions

The provisions of this Article shall be interpreted and administered in accordance with the requirements ofCodesection 416 and related Treasury Regulations. Theprovisions ofthis Article shall apply for the Plan Year if, as of the Determination Date for that Plan Year, the Top-Heavy Ratio exceeds 60 percent.

15.2 DefinitionsApplicabletothisArticle

InadditiontothetermsdefinedinPlansection2.1orelsewhereinthisPlan,wheneverusedinthis Article, the following terms shall have the respective meanings set forth below, unless expressly provided otherwise. When the defined meaning is intended, the term is capitalized.

(a)“AggregationGroup”meanseachQualifiedPlanoftheCompanyoranyAffiliateinwhich a Key Employee is a participant and any other Qualified Plan which enables a Qualified PlanoftheCompanyoranyAffiliatecoveringaKeyEmployeetomeettherequirementsof Codesections 401(a)(4) or410. On behalfof the Company, theAdministrativeCommittee mayelect toinclude withintheAggregationGroupanyother Qualified Plan,together with the Qualified Plans referenced in the preceding sentence, provided that such expanded Aggregation Group continues to satisfy the requirements of Code sections 401(a)(4) and 410(b) for the Plan Year.

(b)“DeterminationDate”meansthelastdayoftheprecedingPlanYear.

(c)“KeyEmployee”means,effectiveforPlanYearsbeginningafter2001,anyEmployeeora former Employee (including any deceased Employee) who, at any time during the Plan Year, is one of the following:

(1)An officer of the Company or any Affiliate whose Section 415 Compensation exceeds $130,000, as adjusted under Code section 416(i)(1) for Plan Years commencingafter2002,providedhowever,thatthenumberofEmployeesincluded as Key Employees under this paragraph shall not exceed the lesser of:

(A)50Employees;or

(B)ThegreaterofthreeEmployeesor10percentofallEmployeesoftheCompany and all Affiliates.

(2)Afive-percentowneroftheCompanyoranyAffiliate.

(3)A one-percent owner of the Company or any Affiliate whose Section 415 Compensation exceeds $150,000.

Only Section 415 Compensation attributable to services performed during the Plan Year for the Company or an Affiliate shall be included.

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Ownership shall be determined in accordance with Code section 318 (as modified by Code section 416(i)(1)(B)(iii)). A Beneficiary or Alternate Payee whose rights under the Plan derive from a Key Employee shall also be treated as a Key Employee.

(d)“Non-KeyEmployee”meansanyEmployee whoisnotaKey Employee.

(e)“Top-HeavyRatio”meanstheratiodetermined underPlansection15.3.

15.3 DeterminationofTop-HeavyRatio

TheTop-HeavyRatioforaPlanYearshallbedeterminedasfollows:

(a)GeneralRule.ThenumeratoroftheTop-HeavyRatioisthesumoftheamountsdescribed in subsection (b) under all Qualified Plans in the Aggregation Group for each Key Employee. The denominator of the Top-Heavy Ratio is the sum of the amounts described in subsection (b) under all Qualified Plans in the Aggregation Group for all Employees.

(b)IncludedAmounts.WhendeterminingtheTop-HeavyRatio,thefollowingamountsshall be included:

(1)TheEmployee’stotalAccountbalanceasoftheDeterminationDateunderthisPlan;

(2)TheEmployee’stotalaccountbalanceasoftheDeterminationDateunderallother Qualified Plans that are defined contribution plans included in the Aggregation Group;

(3)The present value as of the Determination Date of the Employee’s accrued benefit underallQualifiedPlansthataredefinedbenefitplansincludedintheAggregation Group.

(c)SpecialRules.ForpurposesofcomputingtheTop-HeavyRatioandincludedamounts,the following rules shall apply:

(1)Thepresentvalueofaccruedbenefitsshallbedeterminedusingreasonableactuarial assumptions.

(2)Inthecaseofadistributionmadeforareasonotherthanseverancefromemployment, death,orDisability(e.g.,in-servicewithdrawals),thisprovisionshallbeappliedby substituting “five-year period” for “one-year period.”

(3)Any Rollover, Roth Rollover or After-Tax Rollover Contribution (or similar transfer) initiated by the Employee and made after December 31, 1983, to a Qualified Plan in the Aggregation Group shall be excluded when determining account balances with respect to the transferee plan.

(4)Accountbalancesandaccruedbenefitsshallbetakenintoaccountonlytotheextent attributable to contributions by the Company or Affiliate and

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contributions by the Employee while employed by the Company or an Affiliate.

(5)Thepresentvaluesofaccruedbenefitsandaccountbalancesofanyindividualwho has not performed services for the Company or any Affiliate during the one-year period ending on the Determination Date shall not be taken into account when determining the Top-Heavy Ratio.

(6)Account balances or accrued benefits of an Employee shall not be taken into account if the Employee is not a Key Employee for the Plan Year being tested but was a Key Employee in a prior Plan Year.

(7)To the extent required by Code section 416(e), contributions and benefits relating to Social Security orsimilarprograms under federal orstatelaw shall not betaken into account in determining the Top-Heavy Ratio.

15.4 RequiredMinimumAllocations

If the provisions of this Article apply for the Plan Year because the Top-Heavy Ratio exceeds 60 percent,thenwithrespecttothedefinedcontributionminimumallocationrequiredbyCodesection 416(c)(2) and related Treasury Regulations, the contributions shall be made under the Retirement Plan on behalfof each Non-Key Employee who is aParticipant who has not incurred aSeparation fromServiceasofthelastdayofthePlanYear(regardlessofwhethertheNon-KeyEmployeehas lessthan1,000hoursofservice(ortheequivalent)andregardlessoftheNon-KeyEmployee’slevel of Section 415 Compensation), in an allocation for that Plan Year of not less than the lesser of:

(a)ThreepercentoftheParticipant’sSection415Compensation,or

(b)Thepercentageequal tothelargest contribution,expressedas apercentage ofSection415 Compensation, received by any Key Employee under all defined contribution plans in the Aggregation Group.

For purposes of satisfying the requirements of this section, Pre-Tax Deferrals and Roth Contributions shall not be included, for any Employee who is a Non-Key Employee, but shall be includedforanyParticipantwhoisaKeyEmployee.EffectiveforPlanYearsbeginningafter2001, theallocationofMatchingContributionsshallbeincludedforallEmployees.IfanyQualifiedPlan in theAggregation Group is adefined benefit plan, then any Participant who participates both in a definedbenefitplanandwouldotherwisebeentitledtoaminimum contributionunderthissection shall receive the defined benefit minimum prescribed under Code section 416(c)(1) and related Treasury Regulations under the defined benefit plan and shall not receive the minimum allocation under this section.

15.5 RequiredMinimumVesting

If the provisions of this Article apply for the Plan Year because the Top-Heavy Ratio exceeds 60 percent, then each Participant who has not incurred aSeparation from Serviceas ofthe last day of the Plan Year shall continue to vest in his or her Matching

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Account and any defined contribution minimum allocation, as described in Plan section 15.4, for the Plan Year in accordance with the provisionsofPlansection3.5,whichprovidesforvestingthatisinallcasesequaltoormorerapid than required by Code section 416(b).

15.6 EmployeesCoveredbyCollectiveBargainingAgreement

Notwithstanding any provision of this Article to the contrary, the provisions of Plan sections 15.4 and 15.5 shall not apply with respect to any Represented Employee covered by a collective bargainingagreementwhereretirementbenefitswerethesubjectofgoodfaithbargainingbetween the Employer and the union.

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Article16.MiscellaneousProvisions

16.1 NoEnlargementofEmploymentRights

This Plan is strictly a voluntary undertaking on the part of the Company and the Employers and shall not be deemed to constitute a contract between the Employers and any Employee or Participant, Beneficiary, or Alternate Payee, or to be consideration for, or an inducement to, or a conditionof,theemploymentofanyEmployee.NothingcontainedinthisPlanoranymodification of the same or act done in pursuance hereof shall be construed as giving any person any legal or equitable right against the Employer, the Trustee, or the Trust Fund, unless specifically provided herein,orasgivinganypersonarighttoberetainedintheemployoftheEmployer.AllParticipants shall remain subject to assignment, reassignment, promotion, transfer, layoff, reduction, suspension, and discharge to the same extent as if this Plan had never been established. No Participant,Beneficiary,orAlternatePayee,beforesatisfyingallconditionsforreceivingbenefits, shall have any right or interest in or to any portion of the Trust Fund. No one shall have any right to benefits, except to the extent provided in this Plan.

16.2 NoExaminationorAccounting

Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the books or affairs of the Company or any Affiliate.

16.3 InvestmentRisk

The Participants and their Beneficiaries shall assume all risks in connection with any decrease in the value of any assets or funds which may be invested or reinvested in the Trust Fund which supports this Plan.

16.4 Non-Alienation

(a)Except as otherwise permitted by the Plan, no benefit payable at any time under the Plan shall be subject to the debts or liabilities of a Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Except as provided in this section, no benefit under the Plan shall be subject in any manner to attachment, garnishment, or encumbrance of any kind.

(b)Payment may be made from a Participant’s Account to an Alternate Payee, pursuant to a Qualified Domestic Relations Order.

(1)The Administrative Committee shall establish reasonable written procedures for reviewing court orders made, pursuant to state domestic relations law (including a community property law), relating to child support, alimony payments, or marital property rights of a Spouse, former Spouse, child, or other dependent of a ParticipantandfornotifyingParticipantsandAlternatePayeesofthereceiptofsuch orders and of the Plan’s procedures for determining if the orders are Qualified

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Domestic Relations Orders and for administering distributions under Qualified Domestic Relations Orders.

(2)Except as may otherwise be required by applicable law, such Qualified Domestic Relations Orders may not require a retroactive transfer of all or part of a Participant’s Account to or for the benefit of an Alternate Payee without permittinganappropriateadjustmentforearningsandinvestmentgainsorlossesthat haveoccurredintheinterim,norshallsuchordersrequirethePlantoproviderights toAlternatePayeesthatarenotavailableto Beneficiariesgenerally.

(3)In cases in which a full and prompt payment of amounts assigned to an Alternate Payee will not be made, pursuant to this subsection, the assigned amounts will be transferred,withinareasonabletimeafterdeterminationthattheorderisaQualified Domestic Relations Order, to a separate Account for the benefit of the Alternate Payee and invested in accordance with the Alternate Payee’s investment elections pursuant to Article 9.

(4)No amount that is segregated pending a determination of whether a domestic relationsorderisaQualifiedDomesticRelations Orderortransferredtoa separate Account for the benefit of the Alternative Payee shall be taken into account when determining the amount that:

(A)AParticipantmaywithdrawfromhisorherAccount,pursuanttoPlansection 7.2;

(B)AParticipantmayreceiveinaPlanloan,pursuanttoPlansection8.2;or

(C)AParticipant(orhisorherBeneficiary)mayreceiveinadistribution,pursuant to Plan section 7.3 or 7.5.

(c)Payment may bemadefrom an Account, to theextent required by a federal tax levy made pursuant to Code section 6331 or by the United States’ collection of a judgment resulting fromanunpaidfederaltaxassessment.Paymentmaybemadeatthetimerequiredbythetax levyorjudgmentcollectionorder,evenifpaymentwouldnototherwisebemadeatthattime underthetermsofthePlanandpaymentfromthePlanwouldnototherwisebepermittedat that time under Code section 401(a), 401(k), or 411(a)(11).

(d)PaymentsfromanAccountmaybeoffsettotheextentpermittedunderCodesection 401(a)(13)(C) (relating to offsets regarding breaches of duty with respect to the Plan).

(e)AParticipantorBeneficiarymaydisclaimhisorherAccount,oraportionthereof,subject to the rules which may be modified from time to time by the Administrative Committee.

16.5 Incompetency

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Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentallycompetentandofageuntilthedateonwhichtheAdministrativeCommittee(oritsdelegee) receives awrittennotice,ina form andmanner acceptableto the AdministrativeCommittee(orits delegee), that such person is incompetent or a minor, for whom a guardian or other person legally vestedwiththecareofhisorherpersonorestatehasbeenappointed;provided,however,thatifthe Administrative Committee (or its delegee) shall find that any person to whom a benefit is payable under the Plan is unable to care for his or her affairs because of incompetency, or is a minor, any payment due (unless a prior claim therefore shall have been made by a duly appointed legal representative)may bepaid to theSpouse, a child, a parent, a brother or sister, or to any person or institutiondeemedbytheAdministrativeCommittee(oritsdelegee)tohaveincurredexpenses for such person otherwise entitled to payment. To the extent permitted by law, any such payment so madeshallbeacompletedischargeofliabilitythereforeunderthePlan.Intheeventthataguardian of the estate of any person receiving or claiming benefits under the Plan shall be appointed by a court of competent jurisdiction or a person shall otherwise qualify as a guardian within the sole discretionoftheAdministrativeCommittee(oritsdelegee)andsuchguardianprovidesproperproof of appointment, qualification, or continuing qualification, as applicable, in a form and manner acceptable to the Administrative Committee (or its delegee), then, to the extent permitted by law:

(a)Such guardian may act for the Participant, Beneficiary, or Alternate Payee and make any election required of or permitted by the Participant, Beneficiary, or Alternate Payee under thisPlan,andsuchactionorelectionshallbedeemedtohavebeentakenbytheParticipant,

Beneficiary,orAlternatePayee;and

(b)Benefit payments may be made to such guardian, and any such payment so made shall be a complete discharge of any liability therefore under the Plan.

16.6 RecordsConclusive

TherecordsoftheCompany,Employers,theAdministrativeCommittee,theInvestmentCommittee and the Trustee shall be conclusive in respect to all matters involved in the administration of the Plan.

16.7 Counterparts

This Plan may beexecuted in any numberofcounterparts, each ofwhich shall bedeemed to bean original. All the counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

16.8 ServiceofLegalProcess

TheTrustee,themembersoftheAdministrativeCommittee,andtheSecretaryoftheCompanyare hereby designated agents of the Plan for the purpose of receiving service of summons, subpoena, or other legal process.

16.9 UncashedorUnclaimedBenefits

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(a)Stale Checks. Effective on or after August 8, 2016 and through December 31, 2020, if a distributioncheckisissuedunderthePlanandsuchdistributioncheckisnotcashedwithin 6monthsafterissuance,thecheckwillbecharacterizedasstale,andthefundsredeposited intoaspecialaccountunderthePlan.Suchfundsshallbecharacterizedonanafter-taxbasis and effective December 1, 2016, or as soon as practicable thereafter but in no event later thanDecember31,2016,suchamountswillbeinvestedinthePlan’sStableValueFundor such other fund as determined within the discretion of the Investment Committee. The check will be reissued upon request by the Participant pursuant to procedures established by the Administrative Committee. On and after January 1, 2021, distribution checks uncashed within 6 months after issuance shall be administered in accordance with procedures established by the Administrative Committee.

(b)LostParticipants.IntheeventthattheAdministrativeCommitteeoritsdelegee,afterhaving madeadiligentsearch,isunabletolocateaParticipant,Beneficiary,orAlternatePayeewho is entitled to benefits under this Plan, such benefits shall be treated as a forfeiture under Plan section 3.6. In the event that the Participant, Beneficiary, or Alternate Payee whose Account is subject to such forfeiture subsequently asserts a valid claim for benefits, the Account will be restored in the manner described in Plan section 3.6.

16.10 QualifiedMilitaryService

NotwithstandinganyprovisionofthisPlantothecontrary,contributions,benefitsandServicecredit requiredwithrespecttoqualifiedmilitaryservice,withinthemeaningofCodesection414(u),will be provided in accordance with the mandatory provisions of Code section 414(u). In addition, in compliance with the Heroes Earnings Assistance and Relief Tax Act (“HEART), the following provisions shall apply notwithstanding any Plan provision to the contrary:

(a)Effective January 1, 2007, if the Participant dies while on qualified military service, the Participant’s Beneficiary shall be entitled to any benefit under the Plan (other than additionalallocationsrelatedtotheperiodofqualifiedmilitaryservice)tothesameextent that the Participant would have been entitled to such benefit had the Participant resumed employment and then incurred a Separation from Service on account of death.

(b)Effective January 1, 2009, Differential Wages shall be treated as Base Pay, as provided in Plan section 2.1(r)(2)(H), and Section 415 Compensation, as provided in Plan section 2.1(ttt)(2)(D), paid to an Active Participant by the Employer making the payment. For this purpose, Differential Wages means any payment made by an Employer with respect to any period during which the Employee is performing qualified military serviceandrepresentsalloraportionofthewagestheEmployeewouldhavereceivedfrom the Employer if the Employee were performing service for the Employer.

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(c)Effective January 1, 2009 and even if the Employee is receiving Differential Wages, a Participant performing qualified military service will be treated as having incurred a Separation from Service during the period of such qualified military service for purposes of Plan section 7.3, but only with respect to the Participant’s Pre-Tax Account and Roth Account. If the Participant elects to receive a distribution under this deemed Separation fromService,thensuchParticipantshallnotbepermittedtomakePre-TaxDeferrals,Roth Contributions, Catch-Up Contributions or After-Tax Contributions during the six-month period beginning on the date of the distribution. Effective for withdrawals requested after August 8, 2016, if a Participant is suspended from making any Pre-Tax Deferrals, Roth Contributions,Catch-UpContributionsand/orAfterTaxContributionsinaccordancewith the sentence above, such contributions will be automatically reinstated upon expiration of the six-month suspension period at the Default Percentage, as applicable, or if the Participant was not subject to automatic enrollment or had opted out of automatic enrollment at the percentage in place prior to the suspension.

*    *    *

IN WITNESS WHEREOF, the Plan Amendment Officer hereby executes this amended and restated Plan this 24 day of September, 2026.

Occidental Petroleum Corporation

                        /s/ Jennifer Buchanan

                        Jennifer Buchanan

                        Vice President, Tax

                        Occidental Petroleum Corporation     

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