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Confidential Voting

  1. All proxies, ballots and other voting materials or compilations (collectively, "Voting Records") that identify specific holders of record or beneficially of any class of stock of Oxy (the "Corporation") entitled to vote at any annual or special meeting of the Corporation and the manner in which such holders voted shall be kept permanently confidential and shall not be disclosed to any entity or person, including the directors, officers, employees or stockholders of the Corporation except (i) to allow the tabulator of the vote to tabulate and certify the vote, (ii) to comply with federal or state law, including the order of any court, department or agency having jurisdiction over the Corporation, and to assert or defend claims for or against the Corporation, (iii) in connection with a contested proxy solicitation; (iv) in the event a stockholder has made a written comment on a proxy card or ballot, or (v) if a stockholder expressly requests disclosure of his or her vote. Proxy cards shall be returned in envelopes addressed to the tabulator of the vote. Notwithstanding the foregoing, the tabulator of the vote may report to the Corporation the aggregate number of shares voted with respect to any matter and whether (but not how) a stockholder has voted and shall report to the Corporation any written comments on any Voting Records, including the names and addresses of the stockholders making the comments.
  2. The receipt and tabulation of the Voting Records and the performance of the duties of the inspector of elections shall be by one or more parties independent of the Corporation, its Board of Directors and any stockholder owning of record or beneficially ten percent (10%) or more of the voting securities of the Corporation. For the purposes of performing the foregoing functions, the Corporation's Registrar and Stock Transfer Agent and its employees shall be deemed to be independent.
  3. Any party receiving or tabulating the Voting Records and any person serving as an inspector of elections shall be given a copy of this policy and shall sign a statement acknowledging receipt of this policy and the obligation to comply with it.
  4. In the event of a contested proxy solicitation, if the Corporation and the party opposing the Board of Directors’ solicitation agree in writing to be bound by mutually acceptable confidentiality procedures, including procedures with respect to validation of the Voting Records, then such procedures shall apply to such contested proxy solicitation.
  5. This policy shall not operate to impair the free and voluntary communication between the Corporation and its stockholders, including the disclosure by stockholders of the nature of their votes.