Amended and Restated Change in Control Agreement with Walker – Hess

AMENDED AND RESTATED CHANGE IN CONTROL
TERMINATION BENEFITS AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL TERMINATION BENEFITS
AGREEMENT (the “Agreement”), dated as of the 29th day of May, 2009, is between
Hess Corporation, a Delaware corporation (the “Company”), and
F. Borden Walker (the “Executive”).
WITNESSETH: WHEREAS, the Company and the
Executive are parties to that certain Change in Control Termination Benefits
Agreement, dated as of March 6, 2002 (the “Prior Agreement”);
WHEREAS, the Company considers it essential to the best
interests of the Company and its stockholders that its management be encouraged
to remain with the Company and to continue to devote full attention to the
Company153s business in the event of a transaction or series of transactions that
could result in a change in control of the Company through a tender offer or
otherwise; WHEREAS, the Company recognizes that the
possibility of a change in control and the uncertainty which it may raise among
management may result in the departure or distraction of management personnel to
the detriment of the Company and its stockholders;
WHEREAS, the Executive is a key executive of the Company;
WHEREAS, the Company believes the Executive has made
valuable contributions to the productivity and profitability of the Company;
WHEREAS, should the Company receive a proposal for, or
otherwise consider any such transaction, in addition to the Executive153s regular
duties, the Executive may be called upon to assist in the assessment of such
proposals, advise management and the Board of Directors of the Company (the
“Board”) as to whether a proposed transaction would be in the best interests of
the Company and its stockholders, and to take such other actions as the Board
might determine to be appropriate; WHEREAS, the Board has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued services of the Executive,
notwithstanding the possibility, threat or occurrence of a change in control of
the Company and believes that it is imperative to diminish the potential
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened change in control, to assure the Executive153s
full

attention and dedication to the Company in the event of any threatened or
pending change in control, and to provide the Executive with appropriate
severance arrangements following a change in control;
WHEREAS, the Company intends that the Agreement comply
with, or not be subject to, section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), and guidance and regulations issued thereunder, so
that, notwithstanding any other provision of the Agreement, the Agreement shall
be interpreted, operated and administered in a manner consistent with this
intention; and WHEREAS, the Company and the Executive
mutually desire to make certain revisions to the Prior Agreement consistent with
such intention. NOW, THEREFORE, (a) to assure the Company
that it will have the continued undivided attention and services of the
Executive and the availability of the Executive153s advice and counsel
notwithstanding the possibility, threat or occurrence of a change in control of
the Company, and to induce the Executive to remain in the employ of the Company
and (b) in order that the Agreement comply with, or not be subject to,
Section 409A of the Code, and for other good and valuable consideration, the
Prior Agreement is hereby amended and restated as of the date first above set
forth as follows: 1. Change in Control. For purposes of the
Agreement, a Change in Control shall be deemed to have taken place if any of the
following shall occur: (a) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the “Exchange Act”)), of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either the then (i) outstanding shares of Common Stock of the Company (the
“Outstanding Company Common Stock”) or (ii) combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Voting Securities”) provided,
however, that the following acquisitions shall not constitute a Change in
Control: (i) any acquisition by the Company or any of its subsidiaries, (ii) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries, (iii) any acquisition by
any company with respect to which, following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of such company and
the combined voting power of the then outstanding voting securities of such
company entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Voting Securities immediately
prior to such acquisition in substantially the same proportions as their
ownership, immediately prior to such acquisition, of the Outstanding Company
Common Stock and Outstanding Voting

Securities, as the case may be, or (iv) any acquisition by one or more Hess
Entity (for this purpose a “Hess Entity” means (A) Mr. John Hess or any of his
children, parents or siblings, (B) any spouse of any person described in Section
(A) above, (C) any trust with respect to which any of the persons described in
(A) has substantial voting authority (D) any affiliate (as such term is defined
in Rule 12b-2 under the Exchange Act) of any person described in (A) above,
(E) the Hess Foundation Inc., or (F) any persons comprising a group controlled
(as such term is defined in such Rule 12b-2) by one or more of the foregoing
persons or entities described in this Section 1(a)(iv)); or (b) Within any
24 month period, individuals who, immediately prior to the beginning of such
period, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director during such period whose election, or
nomination for election by the Company153s stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened solicitation to
which Rule 14a-ll of Regulation 14A promulgated under the Exchange Act applies
or other actual or threatened solicitation of proxies or consents; or
(c) Consummation of a reorganization, merger or consolidation, in each
case, with respect to which all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the company
resulting from such reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to such reorganization,
merger or consolidation, of the Outstanding Company Common Stock and Outstanding
Voting Securities, as the case may be; or (d) Consummation of (i) a
complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a company, with respect to which following such sale or other disposition,
more than 60% of, respectively, the then outstanding shares of common stock of
such company and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Voting Securities, as the case may be. The term “the sale or other
disposition of all or

substantially all of the assets of the Company” shall mean a sale or other
disposition in a transaction or series of related transactions involving assets
of the Company or of any direct or indirect subsidiary of the Company (including
the stock of any direct or indirect subsidiary of the Company) in which the
value of the assets or stock being sold or otherwise disposed of (as measured by
the purchase price being paid therefor or by such other method as the Board
determines is appropriate in a case where there is no readily ascertainable
purchase price) constitutes more than two-thirds of the fair market value of the
Company (as hereinafter defined). The “fair market value of the Company” shall
be the aggregate market value of the then Outstanding Company Common Stock (on a
fully diluted basis) plus the aggregate market value of the Company153s other
outstanding equity securities. The aggregate market value of the shares of
Outstanding Company Common Stock shall be determined by multiplying the number
of shares of such Common Stock (on a fully diluted basis) outstanding on the
date of the execution and delivery of a definitive agreement with respect to the
transaction or series of related transactions (the “Transaction Date”) by the
average closing price of the shares of Outstanding Company Common Stock for the
ten trading days immediately preceding the Transaction Date. The aggregate
market value of any other equity securities of the Company shall be determined
in a manner similar to that prescribed in the immediately preceding sentence for
determining the aggregate market value of the shares of Outstanding Company
Common Stock or by such other method as the Board shall determine is
appropriate. 2. Circumstances Triggering Receipt of Termination
Benefits. (a) Subject to Section 2(c), the Company will provide the
Executive with the benefits set forth in Section 4 upon the Executive153s
Separation from Service that is initiated: (i) by the Company at any time
within the first 24 months after a Change in Control; (ii) by the Executive
for “Good Reason” (as defined in Section 2(b) below) at any time within the
first 24 months after a Change in Control; or (iii) by the Company or the
Executive pursuant to Section 2(d). For purposes of this Agreement, the
term “Separation from Service” or “Separate(s/d) from Service” means a
“separation from service” within the meaning of Code section 409A and Treasury
Regulations thereunder. (b) In the event of a Change in Control, the
Executive may Separate from Service for “Good Reason” and receive the payments
and benefits set forth in Section 4 upon the occurrence of one or more of the
following events (regardless of whether any other reason, other than Cause as
provided below, for such Separation from Service exists or has occurred):

(i) Failure to elect or reelect or otherwise to maintain the Executive
in the office or the position, or at least a substantially equivalent office or
position, of or with the Company (or any successor thereto), which the Executive
held immediately prior to a Change in Control, or the removal of the Executive
as a director of the Company (or any successor thereto), if the Executive shall
have been a director of the Company immediately prior to the Change in Control;
(ii) (A) Any material adverse change in the nature or scope of the
Executive153s authorities, powers, functions, responsibilities or duties from
those in effect immediately prior to the Change in Control, (B) a reduction in
the Executive153s annual base salary rate, (C) a reduction in the Executive153s
annual incentive compensation target or any material reduction in the
Executive153s other bonus opportunities, or (D) the termination or denial of the
Executive153s ability to participate in Employee Benefits (as defined in
Section 4(b)) or retirement benefits (as described in Section 4(c)) or a
material reduction in the scope or value thereof, any of which is not remedied
by the Company within 10 days after receipt by the Company of written notice
from the Executive of such change, reduction or termination, as the case may be;
(iii) The liquidation, dissolution, merger, consolidation or reorganization
of the Company or transfer of all or substantially all of its businesses and/or
assets, unless the successor or successors (by liquidation, merger,
consolidation, reorganization, transfer or otherwise) to which all or
substantially all of its businesses and/or assets have been transferred
(directly or by operation of law) assumed all duties and obligations of the
Company under this Agreement pursuant to Section 9(a); (iv) The Company
requires the Executive to change the Executive153s principal location of work to a
location that is in excess of 30 miles from the location thereof immediately
prior to the Change in Control, or requires the Executive to travel in the
course of discharging the Executive153s responsibilities or duties at least 20%
more (in terms of aggregate days in any calendar year or in any calendar quarter
when annualized for purposes of comparison to any prior year) than was required
of the Executive in any of the three full years immediately prior to the Change
in Control without, in either case, the Executive153s prior written consent;
(v) Without limiting the generality or effect of the foregoing, any
material breach of this Agreement by the Company or any successor thereto, which
breach is not remedied within 10 days after written notice to the Company from
the Executive describing the nature of such breach. (c) Notwithstanding
Sections 2(a) and (b) above, no benefits shall be payable by reason of this
Agreement in the event of:

(i) The Executive153s Separation from Service by reason of the Executive153s
death or Disability, unless the Executive has previously given a valid “Notice
of Termination” pursuant to Section 3. For purposes hereof, “Disability” shall
be defined as the inability of the Executive due to illness, accident or other
physical or mental disability to perform the Executive153s duties for any period
of six consecutive months or for any period of eight months out of any 12-month
period, as determined by an independent physician selected by the Executive (or
the Executive153s legal representative) and reasonably acceptable to the Company,
provided that the Executive does not return to work on substantially a full-time
basis within 30 days after written notice from the Company, pursuant to
Section 3, of the intent to terminate the Executive153s employment due to
Disability; (ii) The Executive153s retirement on or after Normal Retirement
Date pursuant to the Company153s Employees153 Pension Plan; provided, however, that
if the Executive Separates from Service for Good Reason at such time of
retirement, the Executive153s retirement shall be treated hereunder as a
Separation from Service for Good Reason and the Executive shall be entitled to
the benefits provided in Section 4 hereof; (iii) The Executive153s Separation
from Service for Cause. For the purposes hereof, “Cause” shall be defined as
(A) a felony conviction of the Executive or the failure of the Executive to
contest prosecution for a felony, (B) the Executive153s gross and willful
misconduct in connection with the performance of the Executive153s duties with the
Company and/or its subsidiaries or (C) the willful and continued failure of the
Executive to substantially perform the Executive153s duties with the Company (or
any successor thereto) after a written demand from the Company153s internal
Executive Committee, any successor or similar internal management committee or,
absent any such committee, its Chief Executive Officer (such committee, or the
Chief Executive Officer, being the “Notifying Party”) for substantial
performance which specifically identifies the manner in which the Notifying
Party believes that the Executive has not performed the Executive153s duties with
the Company, any of which is directly and materially harmful to the business or
reputation of the Company or any subsidiary or affiliate. Notwithstanding the
foregoing, the Executive shall not be deemed to have Separated from Service for
“Cause” hereunder unless and until the Executive shall have been afforded, after
reasonable notice, an opportunity to appear, together with counsel (if the
Executive chooses to have counsel present), before the Notifying Party, if the
Notifying Party is a committee, or in the event that the Notifying Party is the
Chief Executive Officer, the three most highly compensated senior executive
officers of the Company, not including the Chief Executive Officer (such
Notifying Party or the three senior executive officers, as the case may be,
being the “Hearing Party”), and after such hearing there shall have been
delivered to the Executive a written determination by the Hearing Party that, in
the good faith opinion of the Hearing Party the Executive shall have been
Separated from Service for “Cause” as herein defined and specifying the

particulars thereof in detail. Nothing herein will limit the right of the
Executive or the Executive153s beneficiaries to contest the validity or propriety
of any such determination. This Section 2(c) shall not preclude the payment of
any amounts otherwise payable to the Executive under any of the Company153s
employee benefit plans, pension plans, stock plans, programs and arrangements.
(d) A Separation from Service initiated by the Company without Cause or by
the Executive for an event that would constitute Good Reason following a Change
in Control that occurs, in either event, prior to a Change in Control, but
occurs (i) not more than 180 days prior to the date on which a Change in Control
occurs and (ii) (x) at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control or
(y) otherwise arose in connection with, or in anticipation of, a Change in
Control, shall be deemed to be a Separation from Service without Cause within
the first 24 months after a Change in Control for purposes of this Agreement and
the date of such Change in Control shall be deemed to be the date immediately
preceding the date the Executive153s Separation from Service. 3. Notice of
Termination. Any Separation from Service as contemplated by Section 2
shall be communicated by written “Notice of Separation” to the other party
hereto. Any “Notice of Separation” shall (i) indicate the effective date of the
Separation from Service, which shall not be less than 30 days or more than
60 days after the date the Notice of Separation is delivered (the “Separation
Date”), (ii) cite the specific provision in this Agreement relied upon, and
(iii) except for a Separation from Service pursuant to Section 2(d), shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for such Separation from Service including, if applicable, the failure by
the Company, after provision of written notice by the Executive, to effect a
remedy pursuant to the final clause of Section 2(b)(ii) or 2(b)(v).
4. Benefits upon Separation from Service. Subject to the conditions
set forth in Section 2, the following benefits shall be paid or provided to the
Executive: (a) Compensation. The Company shall pay to the
Executive three times the sum of (i) “Base Pay”, which shall be an amount equal
to the greater of (A) the Executive153s rate of annual base salary (prior to any
deferrals) on the date of the Executive153s Separation from Service, or (B) the
Executive153s rate of annual base salary (prior to any deferrals) immediately
prior to the Change in Control, plus (ii) “Incentive Pay”, which shall be an
amount equal to the greater of (X) the target annual bonus payable to the
Executive under the Company153s incentive compensation plan or any other annual
bonus plan for the fiscal year of the Company in which the Change in Control
occurred or (Y) the highest annual bonus

earned by the Executive under the Company153s incentive compensation plan or
any other annual bonus plan (whether paid currently or on a deferred basis)
during the three fiscal years of the Company immediately preceding the fiscal
year of the Company in which the Change in Control occurred. In addition, the
Executive shall receive a pro rata portion of the target bonus for the fiscal
year in which the Executive153s termination of employment occurs. The amount
payable under Section 4(a) shall be paid to the Executive in a lump sum payment
by the 60^th day following the date of the Executive153s Separation from
Service. Notwithstanding the foregoing, payment of such amounts may not be made
to a Key Employee (as defined in Section 4(g)) upon a Separation from Service
before the date which is six months after the date of the Key Employee153s
Separation from Service (or, if earlier, the date of death of the Key Employee).
Any payments that would otherwise be made during this period of delay shall be
accumulated and paid on the first day of the seventh month following the date of
the Executive153s Separation from Service (or, if earlier, the first day of the
month after the Participant153s death). In the event payment of the amount
payable under Section 4(a) is delayed for six months pursuant to the immediately
preceding paragraph, the Company shall as soon as administratively practicable
following the date of the Executive153s Separation from Service (i) establish an
irrevocable grantor trust of which the Company is the grantor, and a bank or
trust company reasonably acceptable to the Executive is the trustee (the
“Grantor Trust”), and (ii) contribute to the Grantor Trust the full such amount
payable under Section 4(a). The Grantor Trust shall be a “rabbi trust,” the
assets of which shall be used solely for the purpose of satisfying the Company153s
obligations under Section 4(a) of this Agreement; provided,
however, that such assets shall be subject to the claims of the
Company153s general creditors in the event of the Company153s bankruptcy (or similar
insolvency proceeding), and the Grantor Trust shall not cause any amount payable
under this Agreement to be funded for tax purposes. (b) Welfare
Benefits. For a period of 36 months following the date of the
Executive153s Separation from Service (the “Continuation Period”), the Company
shall arrange to provide the Executive with benefits (the “Employee Benefits”),
including travel accident, major medical, dental care and other welfare benefit
programs, substantially similar to those in effect immediately prior to the
Change in Control, or, if greater, to those that the Executive was receiving or
entitled to receive immediately prior to the date of the Executive153s Separation
from Service (or, if greater, immediately prior to the reduction, termination,
or denial described in Section 2(b)(ii)(D)). If and to the extent that any
benefit described in this Section 4(b) is not or cannot be paid or provided
under any policy, plan, program or arrangement of the Company or any subsidiary,
as the case may be, then the Company will itself pay or provide for the payment
to the Executive, the Executive153s dependents and beneficiaries of such Employee
Benefits along with, in the case of any benefit which is subject to tax because
it is not or cannot be paid or provided under any such policy,

plan, program or arrangement of the Company or any subsidiary, an additional
amount such that after payment by the Executive, or the Executive153s dependents
or beneficiaries, as the case may be, of all taxes so imposed, the recipient
retains an amount equal to such taxes. Employee Benefits otherwise receivable by
the Executive pursuant to this Section 4(b) will be reduced to the extent
comparable welfare benefits are actually received by the Executive from another
employer during the Continuation Period, and any such benefits actually received
by the Executive shall be reported by the Executive to the Company. In addition,
the Executive shall receive additional age and service credit for the
Continuation Period for purposes of the Executive153s eligibility to receive any
retiree medical benefits. To the extent the continuation of the Employee
Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive
and to the extent the Employee Benefits that are medical benefits continue
beyond the period in which the Executive would be entitled (or would, but for
this Agreement, be entitled) to continuation coverage under a group health plan
of the Company under Code section 4980B (COBRA) if the Executive elected such
coverage and paid the applicable premiums, the Company shall administer such
continuation of coverage consistent with the following additional requirements
as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive153s
eligibility for Employee Benefits in one year shall not affect the Executive153s
eligibility for Employee Benefits in any other year; (ii) Any reimbursement
of eligible expenses will be made on or before the last day of the year
following the year in which the expense was incurred; and (iii) Executive153s
right to Employee Benefits shall not be subject to liquidation or exchange for
another benefit. In the event the preceding sentence applies and the Executive
is a Key Employee (as defined in Section 4(g)), provision of Employee Benefits
after the COBRA period shall commence on the first day of the seventh month
following the date of the Executive153s Separation from Service (or, if earlier,
the first day of the month after the Executive153s death). (c) Retirement
Benefits. The Executive shall be deemed to be completely vested in the
Executive153s currently accrued benefits under the Company153s Employees153 Pension
Plan and the Company153s Pension Restoration Plan or other supplemental pension
plan (“SERP”) in effect as of the date of the Change in Control (collectively,
the “Plans”), regardless of the Executive153s actual vesting service credit
thereunder. In addition, the Executive shall be deemed to earn age and service
credit for benefit calculation purposes thereunder for the Continuation Period.
The additional retirement benefits to be paid pursuant to the Plans shall be
calculated as though the Executive153s compensation rate for the years during the

Continuation Period equaled the sum of Base Pay plus Incentive Pay. Any
benefits payable pursuant to this Section 4(c) that are not payable out of the
Plans for any reason (including but not limited to any applicable benefit
limitations under the Employee Retirement Income Security Act of 1974, as
amended, or any restrictions relating to the qualification of the Company153s
Employees153 Pension Plan under Section 401(a) of the Internal Revenue Code of
1986, as amended (the “Code”)) shall be paid directly by the Company out of its
general assets at the time and form in which such benefits would have been
payable under the applicable Plan. (d) Stock Based Compensation
Plans. (i) Any issued and outstanding stock options shall vest and
become exercisable on the date of the Executive153s Separation from Service (to
the extent they have not already become vested and exercisable) and any other
stock-based awards under any compensation plan or program maintained by the
Company (including, without limitation, awards of restricted stock and book
value appreciation units) and the Executive153s rights thereunder shall vest on
the date of the Executive153s Separation from Service (to the extent they have not
already vested) and any performance criteria under any such compensation plan or
program shall be deemed met at target as of the date of the Executive153s
Separation from Service . (ii) If and to the extent that any benefit or
entitlement (or portion thereof) described in paragraph (i) above is not able to
be implemented by the Company under the then applicable terms of any plan,
program or award agreement applicable to the Executive, to the extent permitted
by Code section 409A, the Company shall pay to the Executive cash and/or other
property (including, without limitation, common stock of the Company or any
successor thereto) with a value, as determined by the Board, equal to the value
of any such option, award or other entitlement (or portion thereof) that the
Executive was not able to receive under paragraph (i) above, such payment shall
be made upon the date provided in Section 4(a) following the Executive153s
Separation from Service and such payment shall be in full satisfaction of the
option, award or other entitlement (or portion thereof) to which such payment
relates. (e) Defined Contribution Deferred Compensation Plans.
The Company shall pay to the Executive all other amounts of tax-qualified
and nonqualified deferred compensation accrued or earned by the Executive
through the date of the Executive153s Separation from Service, and amounts
otherwise owing under the then existing plans and policies of the Company, other
than those amounts described in Section 4(c), including but not limited to, all
amounts of compensation previously deferred by the Executive (together with any
accrued interest or other earnings thereon) and not yet paid by the Company,
under the terms and conditions and time and form of payment of the underlying
applicable arrangements, plans or policies of the Company.

(f) Outplacement Services. If so requested by the Executive,
reasonable outplacement services shall be provided to the Executive by a
professional outplacement firm or provider selected by the Executive that is
reasonably acceptable to the Company at a cost to the Company not in excess of
$30,000; provided, however, that such reasonable outplacement expenses must be
incurred on or before the last day of the second year following, and payment of
such expenses is actually made before the last day of the second year following,
the year in which the Executive153s Separation from Service occurred.
(g) Key Employee. For purposes of this Section 4, the term “Key
Employee” means an employee treated as a “specified employee” as of his
Separation from Service under Code section 409A(a)(2)(B)(i), i.e., a key
employee (as defined in Code section 416(i) without regard to paragraph (5)
thereof) of the Company or its affiliates if the Company153s or its affiliate153s
stock is publicly traded on an established securities market or otherwise. Key
Employees shall be determined in accordance with Code section 409A using a
December 31 identification date. A listing of Key Employees as of an
identification date shall be effective for the 12-month period beginning on the
April 1 following the identification date. 5. Certain Additional
Payments by the Company. (a) Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined (as hereafter
provided) that any payment (other than the Gross-Up payments provided for in
this Section 5) or benefit provided by the Company or any of its subsidiaries to
or for the benefit of the Executive, whether paid or payable or provided
pursuant to the terms of this Agreement or otherwise pursuant to or by reason of
any other agreement, policy, plan, program or arrangement, including without
limitation any stock option, stock appreciation right or similar right,
restricted stock, deferred stock or the lapse or termination of any restriction
on, deferral period for, or the vesting or exercisability of any of the
foregoing (a “Payment”), would be subject to the excise tax imposed by
Section 4999 of the Code (or any successor provision thereto) by reason of being
considered “contingent on a change in ownership or control” of the Company,
within the meaning of Section 280G of the Code (or any successor provision
thereto) or to any similar tax imposed by state or local law, or any interest or
penalties with respect to any such tax (such tax or taxes, together with any
such interest and penalties, being hereafter collectively referred to as the
“Excise Tax”), then the Executive shall be entitled to receive an additional
payment or payments (collectively, a “Gross-Up Payment”). The Gross-Up Payment
shall be in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax and any income tax imposed upon the Gross-Up Payment,
the Executive

retains an amount of Gross-Up Payment equal to the Excise Tax imposed upon
the Payment. (b) Subject to the provisions of Section 5(t), all
determinations required to be made under this Section 5, including whether an
Excise Tax is payable by the Executive and the amount of such Excise Tax and
whether a Gross-Up Payment is required to be paid by the Company to the
Executive and the amount of such Gross-Up Payment, if any, shall be made by the
Company153s outside auditors immediately prior to the Change in Control (the
“Accounting Firm”). The Executive shall direct the Accounting Firm to submit its
determination and detailed supporting calculations to both the Company and the
Executive within 30 days after the Change in Control Date, the date of the
Executive153s Separation from Service, if applicable, and any such other time or
times as may be requested by the Company or the Executive. If the Accounting
Firm determines that any Excise Tax is payable by the Executive, the Company
shall pay the required Gross-Up Payment to the Executive within five business
days after receipt of such determination and calculations with respect to any
Payment to the Executive. If the Accounting Firm determines that no Excise Tax
is payable by the Executive, it shall, at the same time as it makes such.
determination, furnish the Company and the Executive an opinion that the
Executive has substantial authority not to report any Excise Tax on the
Executive153s federal, state or local income or other tax return. As a result of
the uncertainty in the application of Section 4999 of the Code (or any successor
provision thereto) and the possibility of similar uncertainty regarding
applicable state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that a Gross-Up Payment which will not
have been made by the Company should have been made (an “Underpayment153),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts or fails to pursue its remedies pursuant to Section
5(t) and the Executive thereafter is required to make a payment of any Excise
Tax, the Executive shall direct the Accounting Firm to determine the amount of
the Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both the Company and the Executive as promptly as
possible. Any such Underpayment shall be promptly paid by the Company to, or for
the benefit of, the Executive within five business days after receipt of such
determination and calculations. (c) The Company and the Executive shall
each provide the Accounting Firm access to and copies of any books, records and
documents in the possession of the Company or the Executive, as the case may be,
reasonably requested by the Accounting Firm, and otherwise cooperate with the
Accounting Firm in connection with the preparation and issuance of the
determinations and calculations contemplated by Section 5(b). Any determination
by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding
upon the Company and the Executive. (d) The federal, state and local income
or other tax returns filed by the Executive shall be prepared and filed on a
consistent basis with the determination of the Accounting Firm with respect to
the Excise Tax payable by the Executive. The Executive shall make proper payment
of the amount of any Excise Tax, and at the request of the Company,

provide to the Company true and correct copies (with any amendments) of the
Executive153s federal income tax return as filed with the Internal Revenue Service
and corresponding state and local tax returns, if relevant, as filed with the
applicable taxing authority, and such other documents reasonably requested by
the Company, evidencing such payment. If prior to the filing of the Executive153s
federal income tax return, or corresponding state or local tax return, if
relevant, the Accounting Firm determines that the amount of the Gross-Up Payment
should be reduced, the Executive shall, within five business days, pay to the
Company the amount of such reduction. (e) The fees and expenses of the
Accounting Firm for its services in connection with the determinations and
calculations contemplated by Section 5(b) shall be borne by the Company. If such
fees and expenses are initially paid by the Executive, the Company shall
reimburse the Executive the full amount of such fees and expenses within five
business days after receipt from the Executive of a statement therefor and
reasonable evidence of payment thereof. (f) The Executive shall notify the
Company in writing of any claim, by the Internal Revenue Service or any other
taxing authority that, if successful, would require the payment by the Company
of a Gross-Up Payment or any additional Gross-Up Payment. Such notification
shall be given as promptly as practicable but no later than 10 business days
after the Executive actually receives notice of such claim, and the Executive
shall further apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid (in each case, to the extent known by
the Executive). The Executive shall not pay such claim prior to the earlier of
(x) the expiration of the 30-day period following the date on which the
Executive gives such notice to the Company and (y) the date that any payment
with respect to such claim is due. If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall: (i) provide the Company with any written records or
documents in the Executive153s possession relating to such claim reasonably
requested by the Company; (ii) take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time to time,
including without limitation accepting legal representation with respect to such
claim by an attorney competent in respect of the subject matter and reasonably
selected by the Company; (iii) cooperate with the Company in good faith in order
effectively to contest such claim; and (iv) permit the Company to participate in
any proceedings relating to such claim;

provided

, however, that the Company shall bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such
contest and shall indemnify and hold harmless the Executive, on an after-tax
basis, for and against any Excise Tax or income tax including interest and
penalties with respect thereto, imposed as a result of such contest and payment
of costs and expenses. Without limiting the foregoing provisions of this
Section 5(t), the Company shall control all proceedings taken in connection with
the contest of any claim contemplated by this Section 5(t) and, at its sole
option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
(provided, however, that the Executive may participate therein at
the Executive153s own cost and expense) and may, at its option, either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the
Executive to pay the tax claimed and sue for a refund, the Company shall advance
the amount of such payment to the Executive on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income or other tax, including interest or penalties with respect
thereto, imposed with respect to such advance; and provided
further, that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Executive with respect to which the
contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company153s control of any such contested claim shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority. (g) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 5(t), the Executive receives any
refund with respect to such claim, the Executive shall (subject to the Company153s
complying with the requirements of Section 5(t)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
any taxes applicable thereto). If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 5(t), a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its intent to
contest such denial or refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of any such advance shall offset, to the extent
thereof, the amount of any Gross-Up Payment required to be paid by the Company
to the Executive pursuant to this Section 5. (h) Notwithstanding
anything in this Section 5 to the contrary, any payment made to or on behalf of
the Executive under this Section 5 shall be made in compliance with Code section
409A and by the later of (i) the end of the year following the year that the
related taxes are remitted to the applicable taxing authority, (ii) the end of
the year following the year in which any taxes that are the subject of an audit
or

litigation are remitted to the taxing authority, and (iii) where as a result
of such audit or litigation no taxes are remitted, the end of the year following
the year in which the audit is completed or there is a final and non-appealable
settlement or other resolution of the litigation. 6. No Mitigation
Obligation; Obligations Absolute. The payment of the severance
compensation by the Company to the Executive in accordance with the terms of
this Agreement is hereby acknowledged by the Company to be reasonable, and the
Executive will not be required to mitigate the amount of any payment or other
benefit provided in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise, except as expressly provided in the second
to last sentence of Section 4(b). The obligations of the Company to make the
payments and provide the benefits provided herein to the Executive are absolute
and unconditional and may not be reduced under any circumstances, including
without limitation any set-off, counterclaim, recoupment, defense or other right
which the Company may have against the Executive or any third party at any time.
7. Legal Fees and Expenses. It is the intent of the Company
that the Executive not be required to incur legal fees and the related expenses
associated with the interpretation, enforcement or defense of the Executive153s
rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be
extended to the Executive hereunder. Accordingly, if, following a Change in
Control, it should appear to the Executive that the Company has failed to comply
with any of its obligations under this Agreement or in the event that the
Company or any other person takes or threatens to take any action to declare
this Agreement void or unenforceable, or institutes any litigation or other
action or proceeding designed to deny, or to recover from, the Executive any or
all of the benefits provided or intended to be provided to the Executive
hereunder, the Company irrevocably authorizes the Executive from time to time to
retain counsel of the Executive153s choice, at the expense of the Company as
hereafter provided, to advise and represent the Executive in connection with any
such interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to the Executive153s entering into an attorney-client
relationship with such counsel, and in that connection the Company and the
Executive agree that a confidential relationship shall exist between the
Executive and such counsel. Without respect to whether the Executive prevails,
in whole or in part, in connection with any of the foregoing, the Company will
pay and be solely financially responsible for all reasonable attorneys153 fees and
related expenses incurred by the

Executive in good faith in connection with any of the foregoing; provided,
however, that the Company shall have no obligation hereunder to pay any
attorneys153 fees or related expenses with respect to any frivolous claims made by
the Executive. Payments by the Company shall be made in accordance with the
rules immediately below, upon written request of the Executive which must be
accompanied by such evidence of eligible fees and expenses as the Company may
reasonably require. The Company shall administer such reimbursements
consistent with the following additional requirements as set forth in Treas.
Reg. § 1.409A-3(i)(1)(iv): (i) The Executive153s eligibility for
reimbursement of eligible legal fees and expenses in one year shall not affect
Executive153s eligibility for eligible legal fees in any other year; (ii) Any
reimbursement of eligible legal fees and expenses shall be made on or before the
last day of the year following the year in which the expense was incurred; and
(iii) The Executive153s right to the reimbursement of eligible legal fees and
expenses shall not be subject to liquidation or exchange for another benefit.
8. Continuing Obligations. The Executive hereby agrees that all
documents, records, techniques, business secrets and other information which
have come into the Executive153s possession from time to time during the
Executive153s employment with the Company shall be deemed to be confidential and
proprietary to the Company and, except for personal documents and records of the
Executive, shall be returned to the Company. The Executive further agrees to
retain in confidence any confidential information known to him concerning the
Company and its subsidiaries and their respective businesses so long as such
information is not otherwise publicly disclosed, except that Executive may
disclose any such information required to be disclosed in the normal course of
the Executive153s employment with the Company or pursuant to any court order or
other legal process or as necessary to enforce the Executive153s rights under this
Agreement. 9. Successors. (a) The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance reasonably satisfactory to the
Executive to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of such successor entity to enter
into such agreement prior to the effective date of any such succession (or, if
later, within three business days after first receiving a written request for
such agreement) shall constitute a

breach of this Agreement and shall entitle the Executive to terminate
employment pursuant to Section 2(a) (ii) and to receive the payments and
benefits provided under Section 4. As used in this Agreement, “Company” shall
mean the Company as herein before defined and any successor to its business
and/or assets as aforesaid which executes and delivers the Agreement provided
for in this Section 9 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. (b) This Agreement shall
inure to the benefit of and be enforceable by the Executive153s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive dies while any amounts are payable to
him hereunder, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to the Executive153s designee or,
if there is no such designee, to the Executive153s estate.
10. Notices. For all purposes of this Agreement, all
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier service
such as FedEx, UPS, or Purolator, addressed to the Company (to the attention of
the Secretary of the Company, with a copy to the General Counsel of the Company)
at its principal executive office and to the Executive at the Executive153s
principal residence, or to such other address as any party may have furnished to
the other in writing and in accordance herewith, except that notices of changes
of address shall be effective only upon receipt. 11. Governing Law.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
12. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in a writing signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter

hereof have been made by either party which are not set forth expressly in
this Agreement (or in any employment or other written agreement relating to the
Executive). Nothing expressed or implied in this Agreement will create any right
or duty on the part of the Company or the Executive to have the Executive remain
in the employment of the Company or any subsidiary prior to or following any
Change in Control. The Company may withhold from any amounts payable under this
Agreement all federal, state, city or other taxes as the Company is required to
withhold pursuant to any law or government regulation or ruling. In the event
that the Company refuses or otherwise fails to make a payment when due and it is
ultimately decided that the Executive is entitled to such payment, such payment
shall be increased to reflect an interest factor, compounded annually, equal to
the prime rate in effect as of the date the payment was first due plus two
points. For this purpose, the prime rate shall be based on the rate identified
by Chase Manhattan Bank as its prime rate. 13. Separability.
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
14. Non-assignability. This Agreement is personal in nature and
neither of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder, except as
provided in Section 9. Without limiting the foregoing, the Executive153s right to
receive payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
will or by the laws of descent or distribution, and in the event of any
attempted assignment or transfer by the Executive contrary to this Section 14
the Company shall have no liability to pay any amount so attempted to be
assigned or transferred to any person other than the Executive or, in the event
of death, the Executive153s designated beneficiary or, in the absence of an
effective beneficiary designation, the Executive153s estate.
15. Effectiveness; Term. This Agreement will be effective and
binding as of the date first above written immediately upon its execution and
shall continue in effect through the second anniversary of such date;
provided, however, that the term of this Agreement shall
automatically be extended for an additional day for each day that passes so that
there shall at any time be two years remaining in the term unless the Company
provides written notice to the Executive that it does not wish the term of this
Agreement to continue to be so extended, in which case the Agreement shall
terminate on the second anniversary of such notice if there has not been a
Change in Control prior to such second anniversary. In the event that a Change
in Control has occurred during the term of this Agreement, then

this Agreement shall continue to be effective until the second anniversary of
such Change in Control. Notwithstanding any other provision of this Agreement,
if, prior to a Change in Control, the Executive ceases for any reason to be an
employee of the Company and any subsidiary (other than a termination of
employment pursuant to Section 2(d) hereof), thereupon without further action
the term of this Agreement shall be deemed to have expired and this Agreement
will immediately terminate and be of no further effect. For purposes of this
Section 15, the Executive shall not be deemed to have ceased to be an employee
of the Company and any subsidiary by reason of the transfer of the Executive153s
employment between the Company and any subsidiary, or among any subsidiaries.
Notwithstanding any provision of this Agreement to the contrary, the parties153
respective rights and obligations under Sections 4 through 9 will survive any
termination or expiration of this Agreement or the termination of the
Executive153s employment following a Change in Control for any reason whatsoever.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same agreement. 17. Prior
Agreement. This Agreement supersedes and terminates any and all prior
similar agreements by and among Company (and/or a subsidiary) and the Executive,
including, without limitation, the Prior Agreement. IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered as of the day
and year first above set forth.


		HESS CORPORATION

		By:		/s/ John B. Hess

		Name: John B. Hess

		Title: Chairman and CEO

/s/ F. Borden Walker
F. Borden Walker 19

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