Amended and Restated Termination Benefits Agreement – 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
John P. Rielly (the “Executive”). WITNESSETH:
WHEREAS, the Company and the Executive are parties to that
certain Change in Control Termination Benefits Agreement, dated as of January
20, 2005 (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 two 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 24 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/ John P. Rielly
John P. Rielly

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