Form Restricted Stock Award Agreement – Hess

RESTRICTED STOCK AWARD AGREEMENTpursuant to
theHESS CORPORATION2008 LONG-TERM INCENTIVE
PLAN* * * * *

Awardee:		FIRST NAME : LAST NAME
Grant Date:		DATE
Number of Shares of Common		# OF RESTRICTED SHARES
Stock Subject to such Award:

* * * * *

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the
Grant Date specified above, is entered into by and between Hess Corporation, a
Delaware corporation (the “Corporation”), and the Awardee specified above,
pursuant to the Hess Corporation 2008 Long-Term Incentive Plan, as in effect and
as amended from time to time (the “Plan”); and WHEREAS, it has been determined
under the Plan that it would be in the best interests of the Corporation to
grant the restricted stock award provided for herein to the Awardee as an
inducement to remain in the employment of the Corporation (and/or any
Subsidiary), and as an incentive for increased effort during such employment;
NOW, THEREFORE, in consideration of the mutual covenants and premises
hereinafter set forth and for other good and valuable consideration, the parties
hereto hereby mutually covenant and agree as follows: The Compensation and
Management Development Committee (the “Committee”) of the Board of Directors
(the “Board”) of Hess Corporation has granted to you restricted shares of the
Common Stock of the Corporation in accordance with the terms and provisions of
the Plan and this agreement (the “Restricted Shares”). The Restricted Shares are
restricted for a period commencing on the date of grant and ending on the third
anniversary of the Grant Date and are otherwise subject to the terms and
conditions set forth herein. If the conditions set forth in the Plan and this
agreement are not satisfied, this agreement and the Restricted Shares awarded
together with all rights and interests relating thereto, shall be void and of no
force or effect. 1. Incorporation By Reference;
Document Receipt. This agreement is subject in all
respects to the terms and provisions of the Plan (including, without limitation,
any amendments thereto adopted at any time and from time to time unless such
amendments are expressly not intended to apply to the grant of Restricted Shares
hereunder), all of which terms and provisions are made a part of and
incorporated in this agreement as if each were expressly set forth mutatis
mutandis herein. Any capitalized term not defined in this agreement will
have the same meaning as is ascribed thereto under the Plan. You hereby
acknowledge receipt of a prospectus describing the Plan and the Awards
thereunder and that you have read it carefully and fully understand its

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content. In the event of any conflict between the terms of this agreement and
the terms of the Plan, the terms of the Plan will control. 2.
Restricted Stock. Restricted Shares will be
issued in book-entry form in your name and deposited with The Bank of New York
or other agent designated by the Committee, as escrow agent (the “Escrow
Agent”). Prior to the issuance and deposit of the Restricted Shares with the
Escrow Agent, you will have no rights of a shareholder, and you will not be
entitled to vote the Restricted Shares or receive any dividends or other
distributions, in respect of the Restricted Shares. The Restricted Shares will
be held by the Escrow Agent pursuant to an agreement (the “Escrow Agreement”)
between the Escrow Agent and the Corporation. You authorize the Escrow Agreement
to transfer shares and otherwise act in accordance with instructions of the
Corporation. You will furnish the Escrow Agent with stock transfer powers or
authorizations from time to time, if requested. Except to the extent otherwise
provided in the Plan or this agreement, if you remain continuously employed by
the Corporation or any Subsidiary until the third anniversary of the Grant Date,
the Escrow Agent will, except as provided below, deliver to you shortly
thereafter a new share certificate in your name representing the Restricted
Shares; provided, however, that Restricted Shares may
nevertheless be evidenced on a noncertificated basis, to the extent not
prohibited by applicable law or the rules of any stock exchange. For as long as
an account is maintained in your name with a broker, custodian, or other
institution retained by the Corporation to assist in the administration of the
Plan (the “Administrator”), such Restricted Shares will be deposited into such
account. 3. Rights as a
Stockholder. While the Restricted Shares are held
by the Escrow Agent, you will be the record owner and will have all the rights
of a stockholder with respect to the Restricted Shares, including (without
limitation) the right to vote, subject to the restrictions provided for in the
Plan, the Escrow Agreement and this agreement. From and after the date on which
the Restricted Shares are issued in your name and deposited with the Escrow
Agent, cash dividends and other distributions made or paid with respect to the
Restricted Shares will be held by the Escrow Agent and may (but need not be)
reinvested as determined by the Committee, and such dividends and distributions
will be paid to you (or your account at the Administrator referred to in Section
2), together with interest or other earnings thereon (if any), at the time and
to the extent pro tanto that the Restricted Shares become
non-forfeitable and are delivered to you by the Escrow Agent. Any new,
additional or different securities that you may become entitled to receive with
respect to the Restricted Shares under the Plan by virtue of any reinvestment of
any cash dividends paid on the Common Stock or any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, split-up, or any
similar change affecting the Common Stock, will be delivered to the Escrow Agent
subject to the same restrictions, terms and conditions as apply to the related
Restricted Shares. 4. Termination and
Forfeiture. 4.1 If your
employment with the Corporation or any Subsidiary terminates prior to the third
anniversary of the Grant Date by reason of your death, disability or normal
retirement under the Corporation153s Employees153 Pension Plan or any successor plan
thereto or any similar plan maintained by a Subsidiary in which you participate,
the Escrow Agent will, as promptly as practicable, deliver to you, or your
account at the Administrator referred to in Section 2 (in the case of disability
or your normal retirement), or your beneficiary(ies) (in the case of your death)
a certificate representing all of the Restricted Shares awarded to you hereunder
and all accumulated dividends on the Restricted Shares, together with interest
or other earnings thereon (if any). The existence and date of disability will be
determined by the Committee and its determination shall be final and conclusive.

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4.2

If your employment with the Corporation or any Subsidiary terminates prior to
the third anniversary of the Grant Date for any reason other than your death,
disability or normal retirement under the Corporation153s Employees153 Pension Plan
or any successor plan thereto or any similar plan maintained by a Subsidiary in
which you participate, all of the Restricted Shares, and any rights thereto,
awarded to you hereunder, all accumulated dividends in respect thereof and
interest thereon (if any) will be forfeited by you and returned by the Escrow
Agent to the Corporation and you will have no further rights with respect
thereto. 4.3 Notwithstanding Section 4.2 above, if your
employment with the Corporation or any Subsidiary terminates prior to the third
anniversary of the Grant Date by reason of your early retirement under the
Corporation153s Employees153 Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which you participate, the Committee,
in its sole discretion, may (but is not obligated to) determine that it will
deliver to you, or your account at the Administrator referred to in Section 2,
on a specified date a certificate representing a proportionate number of the
Restricted Shares awarded to you hereunder based on the number of calendar days
elapsed (as of the date of such early retirement) in the vesting period ending
on the third anniversary of the Grant Date, together with a proportionate amount
of the accumulated dividends in respect thereof also based on the number of
calendar days elapsed (as of the date of such early retirement) in the vesting
period ending on the third anniversary of the Grant Date, and any interest or
other earnings on such proportionate amount (if any). 5.
Change of Control. The
Restricted Shares awarded to you hereunder are subject to acceleration of
vesting and “cash-out” at the discretion of the Committee upon the occurrence of
a Change of Control, all as provided in and subject to Section 9 of the Plan.
6. Beneficiary. You
may designate the beneficiary or beneficiaries to receive any Restricted Shares
or other amounts which may be delivered in respect of this Award after your
death. Such designation may be made by you on the enclosed beneficiary
designation form and (unless you have waived such right) may be changed by you
from time to time by filing a new beneficiary designation form with the
Committee. If you do not designate a beneficiary or if no designated
beneficiary(ies) survives you, your beneficiary will be the legal representative
of your estate. 7. Tax Withholding. No delivery of
vested Restricted Shares or payment of any accumulated cash dividends in respect
thereof or other amount in respect of this Award will be made unless and until
you (or your beneficiary or legal representative) have made appropriate
arrangements for the payment of any amounts required to be withheld with respect
thereto under all present or future federal, state and local tax laws and
regulations and other laws and regulations. Unless you elect otherwise in
writing or are prohibited by law, upon expiration of the applicable restriction
period such number of Restricted Shares as shall be necessary to pay such
withholding amounts shall be sold by the Administrator on your behalf, and the
proceeds thereof shall be delivered to the Corporation for remittance to the
appropriate governmental authorities, and the remaining Restricted Shares shall
be delivered to you, or your account at the Administrator referred to in Section
2. Notwithstanding the immediately preceding paragraph, if you make an election
pursuant to Section 83(b) of the Code, or the value of any Restricted Shares
otherwise becomes includible in your gross income for income tax purposes prior
to the expiration of the applicable restriction period, you agree to pay to the
Corporation in cash (or make other arrangements, in accordance with Section
12.03 of the Plan, for the satisfaction of) any taxes of any kind required by
law to be withheld with respect to such Restricted Shares. If you elect
immediate Federal income taxation with respect to all or any portion of the
Restricted Shares pursuant to Section 83(b) of the

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Code, you agree to deliver a copy of such election to the Corporation at the
time such election is filed with the Internal Revenue Service. 8.
Limitations; Governing Law.
Nothing herein or in the Plan will be construed as conferring on you or
anyone else the right to continue in the employ of the Corporation or any
Subsidiary. The rights and obligations under this agreement and the Award are
governed by and construed in accordance with the laws of the State of Delaware,
without reference to the principles of conflict of laws thereof. 9.
Non-transferability. The
Restricted Shares, and any rights and interests with respect thereto, issued
under this agreement and the Plan may not, prior to vesting, be sold, exchanged,
transferred, assigned or otherwise disposed of in any way by you (or any of your
beneficiary(ies)). The Restricted Shares, and any rights and interests with
respect thereto, may not, prior to vesting, be pledged, encumbered or otherwise
hypothecated in any way by you (or any of your beneficiary(ies)) and will not,
prior to vesting, be subject to execution, attachment or similar legal process.
Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise
dispose of or hypothecate in any way any of the Restricted Shares, or the levy
of any execution, attachment or similar legal process upon the Restricted
Shares, contrary to the terms and provisions of this agreement and/or the Plan
will be null and void ab initio and without legal force or effect.
Each certificate evidencing the Restricted Shares will bear a legend to this
effect. 10. Entire Agreement;
Amendment. This agreement (including the Plan
which is incorporated herein by reference) contains the entire agreement between
the parties hereto with respect to the subject matter contained herein, and
supersedes all prior agreements or prior understandings, whether written or
oral, between the parties hereto relating to such subject matter. The Board has
the right, in its sole discretion, to amend, alter, suspend, discontinue or
terminate the Plan, and the Committee has the right, in its sole discretion, to
amend, alter, suspend, discontinue or terminate one or more of the Awards of
Restricted Stock or this agreement from time to time in accordance with and as
provided in the Plan; provided, however, that no such amendment,
alteration, suspension, discontinuance or termination after initial shareholder
approval of the Plan may materially impair your previously accrued rights under
this agreement or the Plan without your consent. The Corporation will give you
written notice of any such modification or amendment of this agreement as soon
as practicable after the adoption thereof. This agreement may also be modified,
amended or terminated by a writing signed by you and the Corporation.
11. Notices. Any
notice which may be required or permitted under this agreement will be in
writing and will be delivered in person, or via facsimile transmission,
overnight courier service or certified mail, return receipt requested, postage
prepaid, properly addressed as follows: 11.1 If the notice is
to the Corporation, to the attention of the Secretary of Hess Corporation, 1185
Avenue of the Americas, New York, New York 10036, or at such other address as
the Corporation by notice to you may designate in writing from time to time.
11.2 If the notice is to you, at your address as shown on the
Corporation153s records, or at such other address as you, by notice to the
Corporation, may designate in writing from time to time. 12.
Compliance with Laws. The
issuance of the Restricted Shares pursuant to this will be subject to, and will
comply with, any applicable requirements of federal and state securities laws,
rules and regulations (including, without limitation, the provisions of the
Securities Act of 1933, the Exchange Act and the respective rules and
regulations promulgated thereunder), any applicable rules of any exchange on
which the Common Stock is listed (including, without

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limitation, the rules and regulations of the New York Stock Exchange), and
any other law, rule or regulation applicable thereto. The Corporation will not
be obligated to issue any of the Common Stock subject to this agreement if such
issuance would violate any such requirements and if issued will be deemed void
ab initio. 13. Binding Agreement;
Further Assurances. This agreement will inure to
the benefit of, be binding upon, and be enforceable by the Corporation and its
successors and assigns. Each party hereto will do and perform (or will cause to
be done and performed) all such further acts and shall execute and deliver all
such other agreements, certificates, instruments and documents as any other
party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this agreement and the Plan and the consummation of
the transactions contemplated thereunder. 14.
Counterparts; Headings. This
agreement may be executed in one or more counterparts, each of which will be
deemed to be an original, but all of which will constitute one and the same
instrument. The titles and headings of the various sections of this agreement
have been inserted for convenience of reference only and will not be deemed to
be a part of this agreement. 15.
Severability. The invalidity
or unenforceability of any provisions of this agreement in any jurisdiction will
not affect the validity, legality or enforceability of the remainder of this
agreement in such jurisdiction or the validity, legality or enforceability of
any provision of this agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder will be enforceable to
the fullest extent permitted by law. 16. Terms of
Employment. The Plan is a discretionary plan. You hereby
acknowledge that neither the Plan nor this agreement forms part of your terms of
employment and nothing in the Plan may be construed as imposing on the
Corporation or any Subsidiary a contractual obligation to offer participation in
the Plan to any employee of the Corporation or any Subsidiary. The Corporation
or any Subsidiary is under no obligation to grant further Restricted Shares to
you under the Plan. If you cease to be an employee of the Corporation or any
Subsidiary for any reason, you shall not be entitled by way of compensation for
loss of office or otherwise howsoever to any sum or other benefit to compensate
you for the loss of any rights under this agreement or the Plan. 17.
Data Protection. By signing
this agreement, you consent to the holding and processing of personal data
provided by you to the Corporation for all purposes necessary for the operation
of the Plan. These include, but are not limited to: 17.1
Administering and maintaining your records; 17.2
Providing information to any registrars, brokers or third party
administrators of the Plan; and 17.3 Providing information to
future purchasers of the Corporation or the business in which you work. IN
WITNESS WHEREOF, the Corporation has caused this agreement to be executed by its
duly authorized officer, and you have also executed this agreement and

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acknowledged receipt of other related materials including the Plan
prospectus, all as of the Grant Date.

	Very truly yours, HESS CORPORATION
	/s/ John B. Hess
	John B. Hess
	Chairman of the Board

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