1
                              FOURTH AMENDMENT TO
                             UNION TEXAS PETROLEUM
                        SALARIED EMPLOYEES' PENSION PLAN

         WHEREAS, Union Texas Petroleum Holdings, Inc. (the "Company") and
other Employing Companies have heretofore adopted and maintain the Union Texas
Petroleum Salaried Employees' Pension Plan as amended and restated effective
January 1, 1994 (the "Plan") for the benefit of their eligible employees; and

         WHEREAS, Union Texas Venezuela, Limited has agreed to purchase all of
the stock of Compania Occidental de Hidrocarburos, Inc. from Occidental Oil and
Gas Corporation (the "Stock Purchase"); and

         WHEREAS, upon consummation of the Stock Purchase the Company or
subsidiaries of the Company will offer employment to certain individuals
currently employed by Occidental Oil and Gas Corporation or its affiliates
other than Compania Occidental de Hidrocarburos, Inc.; and

         WHEREAS, the Company desires to amend the Plan in certain respects as
to the benefits of individuals who transfer employment from Occidental Oil and
Gas Corporation or its affiliates other than Compania Occidental de
Hidrocarburos, Inc. to the Company or one of its subsidiaries in connection
with the Stock Purchase (the "Occidental Transferred Employees");

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. Effective as of the closing date of the Stock Purchase, the Plan is
hereby amended to provide that the Occidental Transferred Employees who
transfer employment to the Company or one of its subsidiaries at the closing
date of the Stock Purchase or within 60 days after such closing date and who
are eligible to participate in the Plan shall be credited for vesting purposes
under the Plan with all service such employees were credited with by Occidental
Oil and Gas Corporation, provided, however, that such Occidental Transferred
Employees shall not be credited with Accrual Service under the Plan (whether
pursuant to Section 4.01(b) of the Plan or otherwise) for such vesting service.

         2. The terms used in this document with initial capitalization shall
have the same meaning as are ascribed to such terms under the Plan, except as
otherwise specifically indicated herein.

         3. As amended hereby, the Plan is specifically ratified and
reaffirmed.

                                        UNION TEXAS PETROLEUM HOLDINGS, INC.


                                        By: /s/ JOHN L. WHITMIRE
                                            ------------------------------------
                                            John L. Whitmire
                                            Chairman and Chief Executive Officer