Elliott Comments Further on ISS Endorsement of Full Slate of Nominees to the Board of Hess

  Elliott Comments Further on ISS Endorsement of Full Slate of Nominees to the
  Board of Hess

ISS Provides a Principled and Unbiased Endorsement of Independent Shareholder

  ISS Joins Glass Lewis in Recommending Hess Shareholders Vote on the GREEN
                 Proxy Card to Elect All Shareholder Nominees

Business Wire

NEW YORK -- May 3, 2013

Elliott Management Corporation (“Elliott”), one of the largest shareholders of
Hess Corporation (NYSE: HES), commented further on the recommendation from ISS
advising Hess shareholders to vote on the GREEN proxy card to support all of
Elliott’s independent nominees: Rodney Chase, Harvey Golub, Karl Kurz, David
McManus and Mark Smith. ISS recommended that Hess shareholders “DO NOT VOTE”
on the Company’s white proxy card.

John Pike, Senior Portfolio Manager at Elliott, said, “We are very pleased by
the support from ISS, an enormously well respected, principled and unbiased
shareholder advisory firm.”

Mr. Pike continued, “The endorsement from both ISS and Glass Lewis, the other
premier independent proxy advisory firm, of a full slate of shareholder
nominees is exceedingly rare. It makes the case, yet again, that after years
of unrelenting underperformance – it’s time for a change at Hess. Only truly
independent nominees can bring the insight and expertise to reassess Hess with
clear eyes, bring accountability to the boardroom, and help unlock the value
that has been buried within the Company.”

  ISS Report Details Ongoing Problems at Hess and Recommends for Independent

In its report, ISS points out that shareholder returns during John Hess’s
tenure as CEO have been abysmal:

“In the years leading up to the contest, Hess has substantially underperformed
most of its peers. Despite the board’s claim that a strategic turnaround begun
in January 2010 has been responsible for the performance improvements in
recent months, the stock lagged peers significantly through the date in
January 2013 when Elliott announced it would run a contest. For the three-year
period prior to Elliott’s initial announcement it would nominate directors,
Hess delivered an anemic 1.7% total shareholder return. This was 45 percentage
points worse than the median of its peers, at 46.6%, and 44 percentage points
worse than the S&P 500 index, at 46.2%. The five year period leading up to the
Elliott announcement is slightly more grim on a relative basis, and far worse
on an absolute basis. Hess shareholders lost 32.3% of value over the five-year
period, performance which was 59 percentage points worse than peer group
median, at 26.8%, and 56 percentage points worse than the S&P 500, at 24.1%.”

ISS also discussed the abject lack of capital discipline and history of poor
execution at Hess:

“Given the company’s track record of losses in the Eagle Ford — $771 million
by the time the company decided to exit the play — due to higher-than-expected
costs and unanticipated additional capital expenditures, shareholders may well
have concerns about the verifiable fact that drilling costs are significantly
higher than peers, and the unsubstantiated and apparently unlikely assertion
that shareholders are making it all up on volume.”

And the report called into question the sudden introduction of Hess’s new
slate of directors:

“The board has framed the recent strategic announcements as the third phase of
a multi-year transformational strategy simply accelerated, not prompted, by
the proxy contest. But this seems belied by others of the boards’ own actions,
most notably the sweeping replacement of an entire class of directors—but only
the class standing for election in this proxy contest. If the new nominees
bring skills and experience critical to guiding the company through this
purportedly pre-existing strategy, why, shareholders might well wonder, are
they only being brought onto the board three years into the “transformation”
process? Why wouldn’t a board recruit such directors at the start not just of
the execution, but of the design, of such a transformational strategic plan,
when their skills and experience—sorely lacking on the board to that point—are
so critical to the plan itself?”

ISS also highlighted the independence of the shareholder nominees, in contrast
with the Hess slate:

“What distinguishes the slates on this issue, instead, is that the new
management nominees appear to have already committed, as a condition of being
nominated, to supporting the incumbent board’s rejection of the idea, while
the dissident nominees have only agreed that this is one of a number of
proposals they would consider, once inside the boardroom and with access to
the appropriate data, to improve management focus and durably increase
shareholder value.”

ISS concluded its report by recommending that Hess shareholders vote their
GREEN proxy card for the slate of independent shareholder nominees:

“As the dissident nominees appear to have more relevant, robust
experience—particularly boardroom experience—than the management nominees, but
also do not owe any allegiance to the incumbent CEO and directors for their
nominations, shareholder support for the dissident slate is warranted.”

If you have any questions, require assistance with submitting your consents on
the GREEN proxy card or need additional copies of the proxy materials, please

Okapi Partners LLC
Bruce H. Goldfarb / Patrick J. McHugh/Geoff Sorbello
(212) 297-0720
(877) 7965274 (toll-free)

For additional information, please visit www.ReassessHess.com.

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 (“SEC”) on April 3, 2013. Stockholders are advised to
read the definitive proxy statement, and other materials filed with the SEC,
because they contain important information concerning Elliott’s solicitation
of proxies for the 2013 Hess Annual Meeting of Stockholders, including
information concerning the participants in that solicitation. These materials
are available for no charge at the SEC’s website at www.sec.gov or by
directing a request to Elliott’s proxy solicitor, Okapi Partners, at its
toll-free number (877) 796-5274 or via email at info@okapipartners.com.

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.


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