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Elliott Management Files Proxy Materials for Hess Shareholders

  Elliott Management Files Proxy Materials for Hess Shareholders

   Lack of Focus, Poor Execution and Undisciplined Capital Allocation Have
Resulted in 17 Years of Unrelenting Underperformance during John Hess’s Tenure
                                    as CEO

Elliott Urges Hess Shareholders to Vote GREEN Proxy Card for Highly-Qualified
         Independent Directors Who Will Bring Accountability to Hess

Business Wire

NEW YORK -- April 4, 2013

Elliott Management Corporation (“Elliott”) today filed and mailed its proxy
circular to shareholders of Hess Corporation (NYSE: HES). The full text of a
letter accompanying today’s mailing from Elliott follows:

“Dear Fellow Hess Shareholder:

Elliott owns 4.52% of Hess stock^1, valued at over $1.1 billion. Hess is our
largest initial equity investment in our 36-year history. Our belief in the
potential of Hess is demonstrated by the substantial investment we have made
in the Company. Over the past weeks we have spoken with a broad range of
fellow Shareholders, listening to their views and sharing our own. Today we
are distributing definitive proxy materials in support of electing five
independent, highly qualified individuals to the Board of Hess.

We believe the record clearly demonstrates the history of a CEO focused more
on maintaining a family dynasty than instilling accountability and addressing
chronic underperformance.

  *Hess has underperformed by an astonishing (460)% under the current CEO’s
    tenure and nearly (50)% over the last two years^2
  *Hess has been in a state of perpetual ineffective restructuring for 17
  *Yet, Hess has paid Management and the Board $540 million under the CEO’s
    tenure and has earned John Hess a place on the Forbes 25 highest paid CEOs
    list 3 of the last 5 years
  *All the while, John Hess’s family estate has paid $8 million directly to
    Board members, including $3 million to Lead Independent Directors

                        John Hess
                      17 Years   5-Year  4-Year  3-Year  2-Year  1-Year
  vs Proxy Peers       (333)%     (31)%   (43)%   (29)%   (40)%   (17)%
  vs Revised Proxy     (460)%     (45)%   (63)%   (44)%   (47)%   (20)%
  vs Bakken Operators  NA         (263)%  (984)%  (184)%  (70)%   (16)%
  vs XLE               NA         (31)%   (57)%   (43)%   (44)%   (20)%
  vs XOP               NA         (39)%   (81)%   (52)%   (39)%   (15)%

While Hess Management would like to tell you these facts are “backward
looking,” they are reality. And the recognition of reality, and the
accountability that comes with it at a public company, seem to be precisely
what Hess’s Management and Board are doing everything in their power to avoid.

Vote the GREEN Card for Independent Directors and to Instill Accountability
and Reassess Hess

  *Since Announcement of Elliott’s Intent to Nominate, Hess has outperformed
    peers by 23%
  *Reject John Hess’s last minute attempts to avoid accountability to

We Believe the Market Severely Undervalues Hess Because It Expects Failure to

We believe Hess’s stock is materially undervalued due to a market expectation
that, absent change, mismanagement will continue unabated. After all, with a
current market capitalization of ~$25 billion and a capital expenditure plan
of over $6 billion for 2013, ~25% of your investment in Hess is reinvested
each year. That level of annual investment can represent a tremendous
opportunity to either create or squander value. We believe the unrelenting
underperformance of the Company’s stock reflects the results of Management’s
past mistakes and a belief that they will continue into the future.

      The simple fact is the market doesn’t trust Hess to run its
      business well, and thus places a discount on everything the
      company controls.
      Morningstar (January 29, 2013)
      HES has been what we call a ‘value trap’ for some time.
      Societe Generale (January 30, 2013)

There Are Real Problems at Hess That Must Be Acknowledged If They Will Ever Be

The simple truth is one widely recognized in the Oil & Gas industry: There are
real problems at Hess. Despite terrific assets, the Company continues to lack
a focused strategy, to experience persistent operational issues, and to engage
in woefully flawed capital allocation. Evidence of these problems abounds:

  *The stock has unrelentingly underperformed
  *Operations are spread across 19 countries and are subscale in nearly all
  *Mismanagement of the Bakken has resulted in high well costs, decelerating
    production growth, and lack of focus on ways to maximize asset value going
  *$4 billion was lost in exploration over the last five years, nearly $1
    billion was incinerated in refineries, and nearly $7 billion was thrown
    away in a hedging program nine times worse than its peers when measured as
    a percentage of revenue

(1) Lack of Focus

John Hess has never been able to articulate a plausible strategy for Hess. In
his own words: “We are different than the other independents. We are the most
global…We have the portfolio of a major, we have the technical challenges of a
major…” In meetings with Shareholders, John Hess continues with grandiose
statements in which he declares Hess to be “a global franchise of operating

Hess is not a major. It is 1/23^rd the size of Exxon and 1/12^th the size of
Chevron. Yet, Management persists in running the Company as though it were.
The result is a distracted organization that is subscale in nearly every basin
in which it competes. Hess should not aspire to be one of the world’s largest
companies. Rather, Hess should commit to and follow through on delivering top
quartile returns for its Shareholders. Hess needs to be run for the 90% of
Shareholders who own Hess stock for economic returns, rather than for the 10%
Shareholder who wants to head a global dynasty.

      In multiple client conversations throughout the day we found
      literally no one that defended the shape, nor global strategy of
      Deutsche Bank (January 30, 2013)

      We are skeptical that Hess’s current global growth strategy will
      yield superior returns or growth, as its organization appears to
      be spread thin and we think it is unlikely that Hess can have a
      competitive advantage in all the areas it is pursuing.
      Goldman Sachs (June 11, 2012)

      On the upstream side, we question whether the company has the
      bandwidth to operate in over 20 countries… We do not believe a
      company of Hess’s size will get credit in the market for a shotgun
      approach to investing across the world.
      Citigroup (July 20, 2012)

This lack of focus leads to poor execution and poor capital allocation. Hess
is rife with examples of both.

(2) Poor Execution

Hess’s mismanagement of the Bakken has been striking:

  *Dual laterals: In 2009, contrary to every other operator in the play, Hess
    embarked on and persisted with a program of drilling dual lateral wells
    resulting in substantially below average well performance
  *High well costs: In 2012, Hess’s well costs spiraled out of control. In an
    apparent effort to “fix” or hide the problem, the Company transitioned to
    a cheaper completion design shunned by its peers in similar acreage. Even
    so, Hess’s well costs remain 17% to 38% above the only other public peer
    using this completion design
  *Decelerating production growth relative to peers: Today, Hess is reducing
    rigs in the Bakken and growing production at a slower rate than any of its
    peers. Hess uses pad drilling as an excuse, despite peers navigating the
    shift to pad drilling without similar impacts on their production growth
  *Most importantly, we believe repeated poor execution calls into extreme
    question whether Hess is capable of maximizing the value of the Bakken
    going forward. As its peers move on to the next generation of value
    creation in the Bakken via Three Forks appraisals and down spacing pilots,
    Hess is struggling with last year’s problems

Achieving basin-average well costs should not be difficult, but the first step
is humility: Hess must learn from successful operators and service providers
in the region. Hess must benchmark itself against peers and explore why it is
underperforming. Instead, Hess pushes ahead, telling Shareholders it is a cost
leader. We believe Hess’s culture of admitting no fault has led to disaster in
the Bakken in the past and creates substantial risk of doing so in the future.

Shareholders have also seen mismanagement squander corporate opportunities: As
evidenced by its recent sale of acreage in March, Hess, amazingly, lost money
in the Eagle Ford, one of the premier U.S. resource plays. This failure was
the result of Hess entering a poorly constructed JV with ZaZa Energy that was
predetermined to fail.

      We accept Elliott’s contention that HES’s drilling execution has
      been less than optimal and believe that the slate of new directors
      that it has proposed can bring a lot to the table.
      Societe Generale (January 31, 2013)

(3) Undisciplined Capital Allocation

Hess has lost billions of Shareholder capital in exploration programs,
hedging, and various other investments that we believe break with industry
best practice. Hess squandered over $4 billion on exploration, nearly $7
billion dollars hedging, and nearly $1 billion in its refineries. Hess
attempts to sweep such drastic losses under the carpet by claiming the cash
flow went to the Bakken. The reality is that Hess funded the Bakken with its
balance sheet, raising more debt and similar amounts of equity as Continental.

Graphs: Value Created or Destroyed in Exploration (5 yrs); Hess Value
Destroyed in Hedging

Underperformance Unchecked Because the Board Does Not Represent 90% of

For too long, Hess has been a value trap managed for the 10% Shareholder who
appears more interested in sustaining a global dynasty than generating returns
for the other 90% of Shareholders. We believe the depth of governance
malpractice at Hess is staggering:

  *John Hess’s family estate has paid $8 million directly to Board members,
    including $3 million to Lead Independent Directors
  *A Directors’ average tenure at retirement is 17 years. Hess’s Board has
    effectively become a Golden Meal Ticket where seemingly in exchange for
    not challenging the CEO, current Directors have received $32 million in
    fees and Shareholders have received horrific returns
  *Hess has never, not once, had an independent Director with oil & gas
    operating experience
  *Hess has a long history of placing Hess family friends and Hess family
    estate executors on the Board—including the current Lead Independent
    Director, John Mullin III
  *Hess has paid Management and its Board a stunning $540 million under John
    Hess’s tenure, nearly $1.2 million for every 1% of underperformance—the
    opposite of pay for performance

John Hess apparently views his Nominees as window dressing hand-picked for
their concurrence. Displaying blatant disregard for the role of Independent
Directors, Hess announced in March that John Hess’s Nominees “agreed to join
our Board, because they believe in our outstanding plan….” At a sound public
company, step one is to elect Independent Directors; step two—after they are
on the Board—is for Independent Directors to set strategy in conjunction with

      …Hess' board has consistently failed its shareholders and has
      never brought management to task, ever…. In light of the company’s
      poor performance the last decade, this is clearly a board that
      gives John Hess what he wants, rather than doing what is good for
      Morningstar (January 29, 2013)

Status Quo Leads to Further Value Destruction; Hess Needs Accountability and

We have put forward for your consideration five exceptional, independent
nominees whom we believe have precisely the expertise and experience needed at
Hess. These individuals will:

  *Represent a minority of the Board (which has 14 members)
  *Work carefully with existing Directors to change the culture of
  *Restore accountability to Shareholders and effectively oversee management

As a Shareholder, we have also asked the Board to: “conduct a full strategic
and operational review to consider all pathways to maximize value -
including:” (1) a “substantial restructuring program (including a potential
spin off of [the] Bakken asset) to refocus [the] portfolio and Management,”
(2) a review to “improve operations and accountability to halt [a] history of
poor execution,” and (3) a review to “bring discipline to capital allocation.”
These recommendations are based on rigorous analysis. We believe a
restructuring coupled with operational and capital allocation reviews will
create transparent, successful enterprises accountable to Shareholders. As we
stated in our initial letter on January 29^th: These views are Elliott’s
views. Shareholder Nominees will form their own opinions after they join the

John Hess’s Response to Terrific Shareholder Nominees Is Simply Not Credible

In response to the Shareholder Nominees and the spotlight on the Company’s
severe underperformance, all of a sudden John Hess has proclaimed that he is
ready to change. He has recruited his own new Board members and announced yet
another series of “new” restructurings. He has attempted to dress this up as
the “culmination” of a multi-year plan. At the same time he has questioned the
motives and independence of Shareholder Nominees.

This is more of the same. If Hess were interested in REAL change, he would
appoint the INDEPENDENT Shareholder Nominees rather than hide behind recycled
“restructurings” and “lip service” governance. Of course, Hess and his fellow
Board members have a lot to protect. Payments to insiders include:

  *Total Compensation Paid to Management and Directors: $540 million
  *Directors: $32 million
  *John Hess: $195 million (John Hess in Forbes Top 25 Highest-Paid CEOs in 3
    of last 5 years)
  *Management (excluding the CEO): $313 million

For the last five years, Hess’s cumulative CEO compensation has ranked near
the top quartile of Hess’s peers, while total Shareholder returns have ranked
near the bottom fifth. Meanwhile, John Hess’s family estate has paid $8
million directly to current and past Board members—including $3 million paid
to Lead Independent Directors—creating what we believe is a troubling conflict
of interest.

What independent experts say about compensation at Hess

      In our view, shareholders should be deeply concerned with the
      compensation committee’s sustained failure in this area.
      Glass Lewis (2012 Hess Proxy Paper)

      Shareholder returns continue to underperform peers… while CEO pay
      compensation outranked most peers…. [G]oals for performance
      shares… do not appear rigorous relative to historical award
      ISS (2012 Hess Core Report)

Hess needs pay for performance. That is exactly how Shareholder Nominees will
be compensated and is exactly what Hess should adopt for all Directors.
Shareholder Nominees, if elected to the Board, receive $30,000 for each 1%
that Hess’s stock outperforms Hess’s own proxy peers as measured at the end of
the Shareholder Nominee’s three-year term as a Director (2016). The agreement
is filed along with Elliott’s proxy materials. The obligation to pay is
contractually fixed and not subject to Elliott’s discretion.

What independent experts say about Shareholder Nominee compensation

      The Elliott approach makes sense for Hess shareholders. It’s a
      straightforward and objective incentive plan that clearly connects
      the interests of independent nominees with the interests of
      shareholders over the medium and long term. This kind of approach
      lends itself to allowing these nominees, if elected, to focus on
      independent decision-making and fulfilling their fiduciary
      obligations on behalf of shareholders.
      Randall Thomas,

      Professor, Vanderbilt Law School

      Hess has portrayed these bonuses as somehow objectionable…it is
      difficult to see the merit in management’s arguments. The bonuses
      seem surgically tailored to tie the payoff to Hess’s stock price
      performance compared to competitors. That is intended to align the
      interests of those directors with those of the company’s
      shareholders. Elliott makes the promise at the outset and then has
      no role to play afterwards, other than to pay up if milestones are
      met. No one is beholden to Elliott and the independence of those
      directors is not compromised.
      Lawrence A. Cunningham,

      Professor, George Washington University Law School

      The Elliott nominee compensation plan closely aligns the interests
      of those nominees with the medium and long term interests of Hess
      shareholders and has no impact on a director's independence or
      ability to fulfill his duties to stockholders. The payout criteria
      are objective, not discretionary, and they tie only to market
      price performance over a fairly long period, regardless of whether
      the Board adopts Elliott's proposals.
      Lawrence A. Hamermesh,

      Professor, Widener Institute of Delaware Corporate Law

Today, Shareholders Have a Choice:

A Vote for John Hess’s Nominees = CEO’s Denial of Issues and No Further Change

A Vote for Shareholder Nominees = Recognition of Problems and an Ability to
Fix Them

What a Vote for John Hess’s Nominees Looks Like

A Vote for John Hess’s Nominees = More Ineffective Restructurings

For the last 17 years, after each period of unrelenting underperformance, John
Hess tells Shareholders that Hess is a few years into a turnaround and
delivery of Shareholder value is on the horizon. Today we are told the same.
Yet, each “repositioning,” “reshaping,” “rebalancing,” “restructuring,”
“implementation of important change,” and “multi-year transformation”
announced by John Hess has only delivered further underperformance.

  *1996 to 1999: a “repositioning” that delivered (21)% underperformance
  *2001 to 2003: a “reshaping” that delivered (24)% underperformance
  *2001 to 2006: a “continued reshaping”  that delivered (87)%
  *2008 to 2010: a “rebalancing” that delivered (17)% underperformance
  *2001 to 2011: a “restructuring” that delivered (167)% underperformance
  *2009 to 2014: an “important change” with (63)% underperformance at its
    July announcement
  *Now we are told of a “multi-year transformation”. Underperformance
    delivered to date is (43)%

          Shareholders cannot afford another John Hess restructuring

      Will perpetual restructuring mode ever end?
      Goldman Sachs (October 14, 2003)
      Nearly 10 years ago and yet restructuring continues through today!

What is this current “multi-year transformation”?

  *Contradictory Statements

       *November of 2012 and January 2013, Hess claimed energy marketing and
         retail operations were “a long term strategic part of our portfolio”
         and that Bakken infrastructure was “strategic” and “not something we
         would be interested in MLPing”
       *March 2013, Hess declared it was exiting or MLPing these businesses
         as part of a long standing plan dating back to 2010

  *Uncertain beginning and end dates

       *In 2010, we were told this plan had started in 2008
       *In 2011, we were told the plan had started in 2001
       *July 2012, we were told the plan started in 2009 and would end in
       *January 2013, we were told we were in the midst of a plan that would
         end in 2013
       *Now we are told the plan started in 2010 and will end in 2015

  *Only truth we know about his plan

       *(43)% underperformance vs peers since supposed 2010 start date up
         until the announcement of Elliott’s intention to nominate Directors

A Vote for John Hess’s Nominees = Defensive CEO Who Denies and Seemingly

Hess denies underperformance by pointing to stock performance since July 2012

Hess refuses to acknowledge over a decade of unrelenting underperformance.
John Hess tells Shareholders that “the market recognizes that our plan is
working” because Hess’s stock price increased since his July 2012 announcement
that the Company was years into a multi-year transformation. In reality, Hess
has underperformed peers by (43)% since the beginning of this
“transformation.” Deceptively, Hess purposefully excluded dividends in
materials it showed Shareholders to further cosmetically enhance its
performance (for Murphy alone, the absence of dividends represents a 7%
difference in returns). That a CEO and Board with tenure of 17 and 14 years
respectively can ignore decades of underperformance by pointing to the last
six months is disingenuous.

Graph: Hess Stock Performance Versus Revised Proxy Peers Since Start of
“Transformation” (January 1, 2010)

Hess constructs demonstrably false funding and tax arguments to avoid an
objective review of new ideas.

In response to ideas put forward by Elliott, Hess responded with assertions
about tax and funding that are demonstrably false. To claim the Bakken can’t
fund itself is disingenuous: it would be one of the best funded pure plays in
the industry. To claim taxes are a hurdle is misleading: the NPV of using
deductions today versus four years from now when the Bakken is a taxpayer is
only ~$0.13 per share.

Hess is a public company and the 90% of Shareholders deserve a Board and
Management team that engage in intellectually honest, objective analysis
rather than defensive entrenchment. If Management and the Board have better
ideas, we and fellow Shareholders would love to hear them. But one thing is
clear: Hess needs new ideas and the willingness to execute them.

Denial Is Easy When There Is No Transparency

With disclosure comes accountability. Hess’s disclosure is the worst of any of
its peers for a reason. Hess has not had an analyst day in nearly seven years.
Its annual presentations to Shareholders are ~70% shorter than what peers
offer. Many Shareholders have commented that they rarely see the CEO at
investor conferences—that is, until he kicked off a proxy fight to avoid

A Vote for John Hess’s Nominees = Continued Shareholder Frustration

Shareholders have never had a chance to vote for an alternative slate of
Nominees until this election. Shareholders have been asking for change for

  *Despite no alternative, Shareholders have withheld votes at more than 3
    times the average S&P 500 withhold rate against Holiday, Bodman, and von
    Metzsch and more than 8 times the average for Brady, Kean, and Olson
  *Shareholders have repeatedly tried to destagger the Board but in all
    likelihood have been blocked by John Hess
  *Shareholders’ votes on Say on Pay in 2012 ranked Hess 149^th out of 156
    energy companies and 427^th out of the 450 companies in the S&P 500 with
    Say on Pay votes
  *And, of course, many disappointed Shareholders have simply sold Hess stock
    in frustration, resulting in (460)% underperformance of the share price

New Shareholders continually step forward as they see Hess trading
substantially below intrinsic value, but over time we believe many of these
new Shareholders have found Hess to be a value trap run for the 10%
Shareholder whose interests are not aligned with the other 90%. This need not

What a Vote for Shareholder Nominees Looks Like (GREEN Card)

A Vote for Shareholder Nominees = Unlocking the Potential of Great Assets

We believe Hess currently trades substantially below intrinsic value. Hess has
terrific assets:

  *One of the most valuable acreage positions in the Bakken, a premier U.S.
    resource play. Hess’s acreage has a higher per acre value than leading
    Bakken operators, Continental and Oasis, and the total value of Hess’s
    position is comparable to the total value of Continental’s Bakken acreage.
    Hess’s Bakken position should be cash flow positive by the end of next
  *High-working interests in several “crown jewel” long-life oil or
    oil-linked assets, including in the Gulf of Mexico, the North Sea, West
    Africa, and Southeast Asia. Before exploration, these assets have
    generated substantial cash flow historically, and over the next 10 years
    should generate on average ~ $2.8 billion of free cash flow per year after
    taxes and development capex

We believe truly Independent Nominees, selected for their ability and
willingness to evaluate all options, are vital to transform this potential
into real returns for Hess Shareholders.

A Vote for Shareholder Nominees = An Ability to Transform Hess

Shareholder Nominees will deliver the high-quality, experienced, and
independent business judgment that we believe is desperately needed at Hess.
Nominees bring deep experience in conventional and unconventional E&P,
midstream management and monetization, and governance and oversight. Most
significantly, Shareholder Nominees have overseen and executed transformations
and operational achievements that are sorely needed at Hess.

  *Rodney Chase (Former Deputy Group Chief Executive, BP): senior executive
    experience managing every major business at a global integrated energy
    company. Retiring from BP in 2003, he served as CEO of BP America, CEO of
    Marketing & Refining, and CEO of E&P
  *Harvey Golub (Former Chairman & Chief Executive Officer, American
    Express): substantial experience in finance, operations, and strategic
    turnarounds. His refocusing of American Express in the 1990s has been
    called “one of the most impressive turnarounds of a large public
    corporation in history”
  *Karl Kurz (Former Chief Operating Officer, Anadarko): helped to lead a
    major transformation of a large independent E&P. He was instrumental in
    building a top-tier exploration capability, instilling capital discipline,
    and improving operational focus
  *David McManus (Former Executive Vice President, Pioneer Natural
    Resources): substantial experience overseeing international E&P assets,
    also served as EVP at BG Group and President of Arco Europe. He oversaw a
    widely-hailed value accreting divestiture program of Pioneer’s
    international portfolio that has been called “a text book repositioning of
    a portfolio”
  *Mark Smith (Current Senior Vice President & Chief Financial Officer, Ultra
    Petroleum): manages lowest cost operator in resource play environment.
    Ultra is widely recognized for delivering industry-leading operating
    performance and prioritizing profitable growth through cycles. He has
    direct experience monetizing infrastructure assets in a tax efficient
    manner while maintaining strategic control

      Elliott disclosed 5 impressive candidates for the Board...
      UBS (January 30, 2013)

      …a who’s who list of corporate fixers and experienced oil execs.
      Bank of America (January 31, 2013)

      In our view, the industry experience available in the slate of
      nominees Elliott is proposing for HES’s Board of Directors is
      impressive and as a result, the nominees could bring industry
      insight unavailable on the current Board.
      JP Morgan (January 30, 2013)

A Vote for Shareholder Nominees = A Willingness to Transform Hess

Shareholder Nominees bring recognition that real change is needed and an
ability to effect change through the Boardroom. Shareholder Nominees have led
substantial turnarounds and driven operational achievements, not through
“liquidations,” but rather through impactful change that reoriented their
corporations in a manner that benefited all Shareholders.

  John Hess’s Nominees

  “These independent directors agreed     Shareholder Nominees
  to join
  our board, because they believe in      “Shareholder Nominees will form
  our                                     their own,
  outstanding plan and they recognize     independent views on the Company,
  that our                              its assets,
  plan is the right plan…”                and its strategy.”

  John Hess’s Plan                        Objective, Clear-Eyed Analysis
  This is All Shareholders Can Hope       Evaluating All Options to
  to Get                                  Maximize Shareholder Value
  And No Confidence in Timing or

Shareholders Finally Have a Choice: Vote the GREEN Card to Reassess and
Refocus Hess

Hess’s attitude that nothing fundamental is wrong, that no substantive
problems need to be addressed, and that Hess is “delivering Shareholder value”
is precisely the mindset that ensures continued underperformance. We believe
Hess has great assets but is mismanaged. It is a public company that should be
run for all Shareholders but has been held captive by a CEO and Board that is
apparently unwilling to take an objective, clear-eyed look at their own
record. The first step in correcting a problem is recognizing it exists.

Elliott owns 4.52% of Hess stock, valued at over $1.1 billion. Hess is our
largest initial equity investment in our 36-year history. Our belief in the
potential of Hess is demonstrated by the substantial investment we have made
in the Company. We believe Shareholder Nominees will deliver the
transformative change they delivered at their prior organizations, because
they possess not only the capability to do so, but also the humility and
willingness to acknowledge problems and fix them.


Elliott Associates & Elliott International”

^1 Elliott owns 15.5 million shares. Ownership percentage based on March 15,
2013 share count of 343,123,070 per Hess Proxy.

^2 For more information, including the sources and support for our statements
and analysis in this letter, please see our Shareholder presentations
available at We encourage all Shareholders to review
these materials.

Additional Information

Elliott Associates, L.P. and Elliott International, L.P. (“Elliott”) filed a
definitive proxy statement and an accompanying proxy card with the Securities
and Exchange Commission on April 3, 2013 to be used to solicit proxies in
connection with the 2013 Annual Meeting of Stockholders (including any
adjournments or postponements thereof or any special meeting that may be
called in lieu thereof) (the “2013 Annual Meeting”) of Hess Corporation (the
“Company”). Information relating to the participants in such proxy
solicitation is available in the definitive proxy statement filed by Elliott
with the Securities and Exchange Commission on April 3, 2013 and in any
amendments to that definitive proxy statement. Stockholders are advised to
read the definitive proxy statement and other documents related to the
solicitation of stockholders of the Company for use at the 2013 Annual Meeting
because they will contain important information, including additional
information relating to the participants in such proxy solicitation. Elliott’s
definitive proxy statement and a form of proxy will be mailed to stockholders
of the Company. These materials and other materials filed by Elliott in
connection with the solicitation of proxies will be available at no charge at
the Securities and Exchange Commission’s website at The
definitive proxy statement and other relevant documents filed by Elliott with
the Securities and Exchange Commission will also be available, without charge,
by directing a request to Elliott’s proxy solicitor, Okapi Partners, at its
toll-free number (877) 796-5274 or via email at

Cautionary Statement Regarding Forward-Looking Statements

The information herein contains “forward-looking statements.” Specific
forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts and include, without
limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,”
“plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could” or
the negative of such terms or other variations on such terms or comparable
terminology. Similarly, statements that describe our objectives, plans or
goals are forward-looking. Our forward-looking statements are based on our
current intent, belief, expectations, estimates and projections regarding the
Company and projections regarding the industry in which it operates. These
statements are not guarantees of future performance and involve risks,
uncertainties, assumptions and other factors that are difficult to predict and
that could cause actual results to differ materially. Accordingly, you should
not rely upon forward-looking statements as a prediction of actual results and
actual results may vary materially from what is expressed in or indicated by
the forward-looking statements.

About Elliott Management:

Elliott’s two funds, Elliott Associates, L.P. and, Elliott International,
L.P., together have more than $21 billion of assets under management. Founded
in 1977, Elliott is one of the oldest hedge funds under continuous management.
The Elliott funds’ investors include large institutions, high-net-worth
individuals and families, and employees of the firm.

Please visit for more information.

      To elect the Elliott nominees, we urge all stockholders to sign
      and return the GREEN Proxy.
      Elliott urges all stockholders NOT to sign or return any WHITE
      proxy sent to you by the Company.
      If you have already returned the WHITE proxy, you can effectively
      revoke it by voting the GREEN Proxy. Only your latest-dated proxy
      will be counted.
      If you have any questions or need assistance in voting the GREEN
      Proxy, please contact our proxy solicitor, Okapi Partners, at the
      toll-free number or email address listed below.
      Call Toll-Free: 1-877-796-5274


Sloane & Company
Elliot Sloane, 212-446-1860/646-623-4819 (cell)
John Hartz, 212-446-1872/718-926-3503 (cell)
Okapi Partners LLC
Bruce H. Goldfarb/Pat McHugh/Geoff Sorbello, 212-297-0720