UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant  o
Filed by a Party other than the Registrant  x
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
x	Soliciting Material under §240.14a-12
Hess Corporation
(Name of Registrant as Specified In Its Charter)
Elliott Associates, L.P. Elliott International, L.P. Paul E. Singer Elliott Capital Advisors, L.P. Elliott Special GP, LLC Braxton Associates, Inc. Elliott Asset Management LLC The Liverpool Limited Partnership Liverpool Associates Ltd. Elliott International Capital Advisors Inc. Hambledon, Inc. Elliott Management Corporation Rodney F. Chase Harvey Golub Karl F. Kurz David McManus Marshall D. Smith William B. Berry Jonathan R. Macey
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

The presentation attached hereto as Exhibit 1 may be provided to stockholders of Hess Corporation (the “Company”) by Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”). This presentation is being filed by Elliott in HTML format and PDF format as a convenience for readers.

Elliott Management’s Perspectives: Accountability Needed to Recoup Shareholder Value March 2013 www.ReassessHess.com H

Elliott Associates, L.P. and Elliott International, L.P. (“Elliott”) intend to make a filing with the Securities and Exchange Commission of a proxy statement and an accompanying proxy card 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 has been included in materials filed on January 29, 2013 by Elliott with the Securities and Exchange Commission pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. 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 when they become available because they will contain important information, including additional information relating to the participants in such proxy solicitation. When completed and available, 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 www.sec.gov. The definitive proxy statement (when available) 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 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. Additional Information [ 1 ]

(1) Speech at FT Chicago Conference, May 2000 Speech “I think we have to start by remembering that the basic requirement for any business hasn't changed. The fundamental test of success and sustainability is performance - the delivery of real results, quarter by quarter, year by year against promises”(1) Rodney Chase, Shareholder Nominee Former Deputy CEO BP, May 2000 [ 2 ]

 I. Executive Summary

Substantial Change Delivered Could Realize $128 / share for Shareholders(2) Hess Intrinsic Value $128 per Share But Accountability Needed Shareholders recognize the stock price potential and the need for accountability Since Elliott involvement made public, stock has outperformed by 18%(1)—creating an additional $3.5 billion in market capitalization Shareholders want accountability: history of withholding votes on directors, objecting to Say on Pay, and trying to de-stagger board Hess has underperformed by (460)% over CEO’s tenure due to mismanagement and poor capital allocation Unfocused portfolio resulting in severe discount to intrinsic value Mismanagement of premier Bakken asset continues today Cash flow from conventional assets spent on failed exploration resulting in $4 billion loss, program continues today Endless ineffective restructurings that led Goldman Sachs to ask: “Will Perpetual Restructuring Mode Ever End?” Board and management do not want to be accountable to shareholders Seek validation from past 6 months of stock performance, despite CEO’s 17 year tenure Avoid change by constructing false excuses, such as strategic benefits, “synergies”, tax inefficiencies, and funding questions Contradict earlier statements and actions (eg Sam Nunn’s August appointment) by insisting latest announcements part of “5” year plan Hide behind Wall Street valuations that reflect Hess management mediocrity, when only 2 years ago targets were $100 / share Hand pick nominees willing to Rubber Stamp status quo. Board selects Hess family trust executor as Lead “Independent” Director Great Directors + Great Assets = Tremendous potential to recoup shareholder value Premier assets with good market benchmarks: top Bakken position & Crown Jewel conventional assets Elect five truly independent, highly qualified executives with significant, relevant experience to evaluate all options to maximize shareholder returns, including creating manageable enterprises accountable to shareholders: Hess Resource Co: Bakken flagship asset with MLP dropdown of midstream assets Hess International: Long-life, oil-weighted, high cash-flowing assets with ready market if board wishes to high-grade portfolio [ 4 ]

Unrelenting Underperformance Elliott begins to accumulate substantial amount of stock Elliott’s intent to nominate directors announced Announcement of latest strategic plan that started 3 years ago Relative Performance(3) Hess Over (Under) Performance(4) “You can't judge us on a one-year basis. You have to do it over the long term.” - John Hess, January 2010(2) “Since July 24, 2012, the last day of trading before we announced our updated strategy, Hess shares have increased” - John Hess, January 28 2013(1) Despite highest oil weighting of any peer and material position in the Bakken, leading US oil play [ 5 ] 50 60 70 80 90 100 110 120 25 - Jan - 10 25 - Jul - 10 25 - Jan - 11 25 - Jul - 11 25 - Jan - 12 25 - Jul - 12 25 - Jan - 13 John Hess Tenure 17 Years 5-Year 4-Year 3-Year 2-Year 1-Year vs Proxy Peers (333)% (31)% (43)% (29)% (40)% (17)% vs Revised Proxy Peers (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)%

Unchecked Due to Lack of Accountability Sources: Company Filings, Bloomberg See citations throughout presentation Accountability? Not at Hess Credibility with Shareholders Materially underperform peers then go on to deny by pointing to last 6 months of stock performance Contradict earlier actions by alleging recent announcements part of long standing “5” year plan Construct false excuses such as tax, funding, and “synergies” to avoid change Mislead investors about costs in Bakken by comparing different completion techniques Claim epiphany on governance started in August 2012: But in August 2012 added Sam Nunn—a former elected legislator with no oil & gas operating experience and questionable independence—then in March 2013 cut him loose Independent Oversight Nominees Rubber Stamp “5” year plan before having joined the board Lead Independent Director, John Mullin III, is joint-executor of Hess family estate $30+mm paid to current directors over John Hess’s tenure despite 460% underperformance Long standing Hess family relationships with numerous board members Reasonable Tenure 14 year tenure is the average for directors not up for election in 2013 17 year tenure is the average term of a non-management director at retirement while John Hess CEO Annually Accountable John Hess likely blocked de-staggering of board in 2008. How will he vote this year? Staggered board with 14 directors Over 90% of outside shareholders voted three different times to de-stagger Pay for Performance $32mm awarded to Management in 2012 despite underperforming peers by 10% 427th out of 450 S&P 500 companies in Say on Pay opposition 149th out of 156 Energy companies in Say on Pay opposition Awards announced in March 2013 show continued willingness to pay for underperformance [ 6 ]

Unending and Ineffective Restructurings “Will perpetual restructuring mode ever end?” - Goldman Sachs, October 2003(1) [ 7 ] Results(9) (21)% (24)% (87)% (17)% (167)% (63)% (29)% Promises “After more than 3 years of aggressively repositioning its asset base and slashing costs, we expect Amerada Hess will finally deliver” Lehman, May 1999(2) 1996 to 1999 “Repositioning” “We have done a lot of work the last two years to reshape our portfolio It's starting to stabilize.” - John Hess, October 2003(3) 2001 to 2003 “Reshaping” “Over the last five years our company has done a lot of work to reshape our portfolio We‘re starting to deliver a consistent track record of performance.” John Hess, September 2006(4) 2001 to 2006 Continued “Reshaping” “So about two years ago, we really started to push a more balanced approach between accessing unconventional to balance the high impact exploration program” - John Hess, November 2010(5) 2008 to 2010 “Rebalancing” “We have done a lot of work over the last 10 years to restructure our own Company significantly” John Hess, July 2011(6) 2001 to 2010 “Restructuring” “important change for HessThis change essentially began in 2009 and should be largely complete in 2014.” John Hess, July 2012(7) 2009 to 2014 “Important Change” “We would note that our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and that continues today.” - Jon Pepper, Hess spokesman, February 2013(8) 2010 to ? “Multiyear Transformation” 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Span of Announced Restructuring

Unresponsive to Value Enhancing Ideas; History of False Excuses Value Enhancing Idea Jan 2013 Hess Excuses Brand is valuable for upstream Reality Spin-off Retail Sell Marketing Business Marketing useful if we ever discover natural gas Oil & gas are commodities; marketing adds no value to “eventual” natural gas discoveries Oil & gas are commodities; brand adds no value to upstream Monetize Midstream in MLP Don’t Combine Conventional and Unconventional Assets Create Bakken Standalone Time not right yet Conventional funded unconventional Tax inefficiency and funding inability MLP capital markets are open today and offer unprecedented low cost of capital(1) Other operators with early stage assets have taken advantage of MLP cost of capital through partial drop-downs or developing assets inside MLP(2) Hess conventional extra cash flow funded exploration and refining failures, not the Bakken Hess issued more debt, issued comparable equity, and sold more assets than pure play Continental to develop Bakken Hess Bakken & Utica should be tax-paying in near-term - value of using deductions today vs tomorrow is minimal(3) Bakken operators have negative FCF and easily access credit markets (Continental notes yield less than 4.0%)(4) Hess Continuing Excuses [ 8 ]

90+% of outside shareholders voted to declassify the Hess board in 3 separate votes Charter/bylaws require 80% of outstanding. In 2008, board recommended for de-staggering: 246mm shares voted to de-stagger 76% of outstanding shares 87% of voting shares 37 mm shares voted against declassification (John Hess controlled 37mm shares) Did John Hess vote against his board’s recommendation and against declassification? Shareholders are Frustrated Withholding votes on directors % of Total Shares Voted for Declassification(3) Trying to de-stagger board Objecting via Say on Pay Most Recent Votes Withheld From Directors(1) 39%, 39% and 33% of votes withheld against Brady, Kean and Olson, respectively(1) 14%, 14%, and 14% of votes withheld against Holiday, Bodman, and von Metzsch(1) For context, in 2012 the average percentage of votes withheld from a nominee in a non-contested S&P 500 election was 3.7%(2) Only 51% support on Hess Say on Pay(4) 427th out of 450 in S&P 500(5) 149th out of 156 Energy companies(5) Average S&P 500 support for “Say on Pay” votes in 2012 was 87%(5) Hess’s cumulative CEO compensation over the past 5 years ranks in the 73rd percentile relative to peers, while total shareholder returns over the same 5 year period rank in the 20th percentile(6) [ 9 ] Brady Kean Olson Holiday Bodman Von Metzsch 2010 2011 2012 0% 10% 20% 30% 40% 50% 0% 20% 40% 60% 80% 100% 2007 2008 2012 40% 60% 80% 100% Hess Energy Companies S&P 500

 (40+)% underperformance over the last 2 years and (460)% over the last 17 $4 billion (20% of market capitalization) lost in exploration Substantial operational missteps in development of the Bakken Nearly no return of capital over past decade despite oil price quadrupling Selecting a 14th director in August 2012 with no oil & gas operating experience and questionable independence amidst plummeting stock price and continued shareholder dissatisfaction And then denying accountability for any of the above in March 2013 Hess Needs Substantial Change and Accountability After [ 10 ]

[ 11 ] Hess Needs Directors That Are Independent “These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going backsince I became ChairmanIn fact, Elliott got on the train after it really left the stationThis is a culmination of a multi year strategy” John Hess, March 4th 2013(1) Shareholder Nominees: Independent “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” Elliott Letter to Shareholders, January 29th 2013(2) Management Nominees: Rubber Stamp? Source: Company transcripts Business update call March 4, 2013 Elliott Letter to Shareholders January 29, 2013

[ 12 ] Great Value-Creating Independent Directors David McManus Rodney Chase Harvey Golub Karl F. Kurz Marshall D. (Mark) Smith Current SVP & CFO, Ultra Petroleum Manages lowest-cost operator in resource play environment Monetized midstream assets via accretive REIT deal while maintaining strategic control Direct experience dealing with high-cost operator in resource play JV Conventional E&P Midstream Unconventional E&P Former Deputy Group Chief Executive, BP Former Chairman/CEO of BP America, CEO of E&P Direct experience managing every major business at global integrated energy company Significant public oil & gas corporate board experience Restructuring Conventional E&P Midstream Public Board Former Chairman & CEO, American Express Former Non-Executive Chairman, AIG Mr. Golub’s refocusing of American Express in the 1990s has been called “one of the most impressive turnarounds of a large public corporation in history”(1) and led to over 750% share price appreciation during his tenure Restructuring Public Board Former COO, Anadarko Petroleum Helped lead major transformation at a large independent E&P: top-tier exploration capability, capital discipline and operational focus Managed Anadarko’s onshore unconventionals as SVP of US Onshore Led midstream and marketing operations as VP of Marketing Restructuring Conventional E&P Midstream Unconventional E&P Public Board Former EVP, Pioneer Natural Resources Former EVP at BG, Former President of ARCO Europe Oversaw value accretive divestiture of Pioneer’s international portfolio Presented substantial divestiture program to board and executed Evaluated both IPO in London and outright sale - pursued value maximizing path Restructuring Conventional E&P Public Board Experience Hess Needs

(5) (6) Great Assets = $39 to $50 billion in Value / $96 to 128 per Share(1) Conventionals Large, un-replicable and highly desirable position in core of premier US oil resource play W.D. Von Gonten study concluded Hess has higher per acre value and is very comparable to CLR in absolute value(3) Additional core position in Utica shale, promising emerging liquids play Extensive acreage located in core liquids-rich zone Long-life, oil-weighted reserves in “crown jewel” assets and favorable oil-linked gas assets in Southeast Asia Valhall (Norway), Shenzi (GOM), Ceiba & Okume (Equatorial Guinea), JDA (Malaysia-Thailand) Highly desirable asset base to numerous parties Saleable downstream businesses – upside potential from unlocking working capital 1,360 retail stations 20 petroleum terminals Energy marketing & distribution Gas fired power plants Valuable midstream infrastructure in Bakken Tioga gas plant (ultimate capacity of 250mmcf/d) – Wall St expects $200mm of annual cash flow(7) Bakken rail terminal with capacity of 54,000 bbl/d generating average $14+ uplift per bbl through the third quarter – results in $285mm annualized(8) Bakken Value Continues to Increase(2) TEV ~$13.0 billion to $ 14.4 billion Wall St. NAV Average of Elliott TEV(4) TEV ~$21.4 billion to $30.2 billion Wall St. NAV Exceeds Elliott TEV(9) Wall St. NAV Exceeds Elliott TEV(9) TEV ~$2.0 billion to $2.5 billion TEV ~$3.1 billion to $3.5 billion Midstream Downstream Elliott Estimates(1) [ 13 ] $0 $10 $20 $30 $40 Elliott Low: Average Elliott High: Wood Mackenzie Sell - Side Rystad $billions $0 $1 $2 $3 $4 $5 Elliott Low Elliott High Average Sell - Side $billions $80 $82 $84 $86 $88 $90 $92 25 - Jan 1 - Feb 8 - Feb 15 - Feb 22 - Feb 1 - Mar 8 - Mar $0 $1 $2 $3 Elliott Low Elliott High Average Sell - Side $billions

Tremendous Potential for Increase in Share Price Instead of an opaque, unmanageable conglomerate Unconventional 725,000 net acres in the Bakken 177,000 net acres in the Utica Shale 45,000 net acres in the Eagle Ford Downstream & No-Stream Miscellaneous businesses - many with capital tied up at low rates of return Global Offshore and Other Conventional Long-life, oil-weighted reserves in “crown jewel” assets including Shenzi (GOM), Valhall (Norway), Ceiba & Okume (Equatorial Guinea) Favorable gas assets in Southeast Asia including JDA & Natuna Sea Block Unlock great companies that will be accountable to shareholders Share Price = $95.70 to $128.46(1) TEV = $39 to $50 billion(1) Create Hess Resource Co. Bakken, Eagle Ford and Utica with dropdown of midstream assets TEV = $13.0 to $14.4 billion(1) Monetize resource play infrastructure TEV = $2.0 to $2.5 billion(1) Create Hess International Focus remaining conventional portfolio on core areas of competitive advantage through divestiture of non-core assets TEV = $21.4 to $30.2 billion(1) Source: Company filings Elliott estimates; Per share values calculated net of debt, cash pro forma for announced/completed transactions (Azerbaijan & UK assets), pension, tax attributes, interest tax shield [ 14 ] Midstream Valuable Bakken infrastructure including Tioga gas plant and Bakken rail terminal Divest downstream assets TEV = $3.1 to $3.5 billion(1) Hess’s March promises (if delivered) affect less than 10% of potential share uplift (1) over another 2 year period

 II. Lack of Accountability at Hess

Ignored history of underperformance, asking shareholders to only remember last 6 months — and even then excluded dividends to make outperformance look higher Claimed five year transformation long underway, despite opposite claims only weeks ago Announced new Lead Independent Director is John Mullin III — joint executor of Hess estate Insisted search for new directors started in August, despite appointing Sam Nunn in August Misrepresented Bakken well cost data to claim Hess is ahead of its peers Asserted use of Conventional’s cash flow on funding Bakken; failing to mention $4bn in exploration losses and nearly $1bn that went to Hovensa refinery(1) Permitted scant disclosure to continue Talked down value and lowers expectations by hiding behind price targets that reflect mismanagement Hand-picked nominees to Rubber Stamp continuation of status quo [ 16 ] Hess Does Not Want to be Accountable to Shareholders March 4th presentation and subsequent letter from CEO evidenced the board’s disregard for their responsibility to provide oversight of management and accountability to shareholders:

[ 17 ] Despite a 17 year tenure CEO and 13 year Average Tenure Board, Hess Tells Shareholders to Only Remember Last Six Months “Since July 24, 2012, the last day of trading before we announced our updated strategy, Hess shares have increased” - John Hess, January 28 2013(1) 1/25/13 date before Elliott’s intention to nominate directors became public 47% Underperformance(2,4) $9.4bn of Market Cap Foregone(3,4) 5% Outperformance(2,5) $0.7bn of Market Cap Regained(3,5) 11/29/12 date Elliott began to purchase substantial stock Hess showed shareholders 6 month performance charts that ignored dividends (7% difference for MUR alone) 50 60 70 80 90 100 110 120

“monetization of our Bakken midstream assets expected in 2015.” John Hess, March 2013(6) [ 18 ] Hess Tells Shareholders March 4th Announcement Part of a Long Standing Plan “So about two years ago, we really started to push a more balanced approach between accessing unconventional hydrocarbon resources, oil and gas, to balance the high impact exploration program” - John Hess, November 2010(1) Did it start in 2008 ? “the major moves to reshape our portfolio will have been completed by the end of 2013.” John Hess, January 2013(4) When will it end? “We have done a lot of work over the last 10 years to restructure our own Company significantly” John Hess, July 2011(2) But it has been ongoing since 2001? “This change essentially began in 2009 and should be largely complete in 2014.” John Hess, July 2012(3) No, it started in 2009 and will end in 2014 “On our July call, we explained that Hess was in the midst of a five-year transition completed by the end of 2013.” John Hess, January 2013(4) Ignore comments from 2010 and 2011 As said in July 2012: five year plan 2009 to 2014 but completed in 2013 a four year plan that we call a “five” year plan “our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and that continues today.” Jon Pepper, Hess spokesman, February 2013(5) What? It began in 2010? We thought it began in 2009? Well, we also used to think it began in 2008 So is it a three year plan? 2010 - 2013? Whatever it is, it is multiyear and continues today “we’d say 12 to 18 months [March 2014 to September 2014].” John Rielly, SVP & CFO, Hess March 2013(6) “I mean, it’s early in the process, but our guidance would be that we’d complete these sales by the end of 2014.” John Rielly, SVP & CFO, Hess March 2013(6) Really? So when did this “5” year restructuring begin and end?

[ 19 ] If Recent Divestments Have Long Been Part of “5” Year Plan, Why Was Management Defending the Opposite Only Weeks Ago? “the strategic infrastructure we have in North Dakota, having control of that adds a lot of valuethat’s not something we would be interested in MLPingEnergy Marketing and Retail Marketing remain a long-term strategic part of our portfolio that builds upon our strong brand” John Hess, November 2012(1,3) “We have a strong brand it enhances the company from a financial and reputational point of view. an energy marketing business will help us if we find gas in the UticaSo they’re going to be some strategic benefits” John Hess, January 2013(2,4) As of March 4th 2013: Hess: Marketing, Retail and Infrastructure should be monetized “monetization of our Bakken midstream assets expected in 2015We have had this strategic transformation underway really predominately when we started to build out our Bakken position in 2010. So this is not something that just happened overnight” -John Hess, March 2013(5) “in terms of pursuing strategic options to maximize value, be it the retail marketing business or energy marketing business, we are evaluating several options to monetize these businesses to maximize shareholder value. And we are just starting that process.” John Rielly, SVP & CFO, March 2013(5) Until March 2013 Hess: Marketing, Retail and Infrastructure long-term strategic

[ 20 ] Why Are “Independent” Nominees Signing Off On This “5” Year Plan Before They Have Sat as Directors and Thoroughly Evaluated All Options? “These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going backsince I became ChairmanIn fact, Elliott got on the train after it really left the stationThis is a culmination of a multi year strategy” John Hess, March 4th 2013(1) Shareholder Nominees: Independent “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” Elliott Letter to Shareholders, January 29th 2013(2) Management Nominees: Rubber Stamp? Source: Company transcripts Business update call March 4, 2013 Elliott Letter to Shareholders January 29, 2013

Nicholas Brady [ 21 ] Hess’s Boardroom Deems This Appropriate On March 4th Hess announced the appointment of a new lead “independent” director John Mullin III Former Lead Independent Director New Lead Independent Director Although documents have not yet been filed with NY Courts(1), Hess disclosed that John Mullin is no longer an estate executor Does Hess think that washes clean John Mullin’s relationship with the Hess family? Such closeness ought to be inappropriate for board membership, let alone lead directorship Does the board believe it is meeting its obligations to shareholders? Lead Independent Director AND Joint-Executor, Hess estate Lead Independent Director AND Joint-Executor, Hess estate Source: Company filings As of March 12, 2013, Surrogate’s Court of the State of New York, New York County had not received, nor had a judge approved, paperwork releasing John Mullin III from his role as trustee of the Hess estate

[ 22 ] How Can Hess Insist Search for New Directors Started in August, When Exploration value destruction(2) Out of control well-costs(1) Plummeting stock price Independence ? John Hess is Trustee of think-tank where Nunn is Chairman 0% for Hess ?!?! Board with 0 independent oil & gas operating experience + Board with the least truly independent directors among peers(4) Background ? Distinguished Senator with focus on nuclear nonproliferation Hess Peer Average(3) Peer Average March 2013 Sam Nunn Steps Down Industry Experience X No oil & gas operating experience In August, in the face of: Hess added Sam Nunn as 14th director (4) 40 45 50 55 60 65 70 75 80 85 90 (25%) (15%) (5%) 5% 15% 25% APC NBL STO APA RDS TOT MUR BP OXY CVX XOM TLM COP MRO HES Value Creation from Exploration 0% 5% 10% 15% 20% 25% 30% 35% Oil & Gas Operating Experience

[ 23 ] Disingenuous for Hess to Claim it is a Low Cost Bakken Operator; Like for Like, Hess Remains Higher Cost Sources: Public company filings, corporate presentations, earnings call transcripts and North Dakota Industrial Commission data 1Q and 2Q earnings transcripts and presentations 4Q earnings transcripts and presentations Hess 4Q earnings call Data from North Dakota Industrial Commission Sliding Sleeve Completion Design(2) Plug and Perf Completion Design(1) Hess well costs 39% above Continental 1H’12 drilling the same type of well Hess well costs 17% to 38% above Whiting 4Q’12 drilling the same type of well: Frac Method Plug & Perf Plug & Perf Proppant(4) 60% Sand, 40% Ceramic 40% to 50% Sand, remainder Ceramic Rigs 20 16 % Pad Drilling 30% ? “In the first half of the year, we transitioned from a higher cost 38-stage hybrid completion design to a lower cost sliding sleeve design.” – Greg Hill, President Hess, January 2013(3) Sanish Only Sanish Only Frac Method Sliding Sleeve Sliding Sleeve Sliding Sleeve Proppant(4) 100% Sand Range of 70% to 100% Sand, remainder Ceramic 95+% Sand Rigs 6 20 14 % Pad Drilling 100% 50% ~95% +39% +38% +17%

Hess Claims Conglomerate Funded Bakken Opportunity; Instead It Made a Mess of It Reality [ 24 ] “our conventional portfolio generate[s] the cash needed to fund the unconventional growth that we have in the Bakken and the Utica.” - John Hess, Chairman & CEO Hess, January 2013(1) Management unaware how business funds itself Despite similar production growth, and acquiring 72% fewer acres and issued more debt, issued comparable equity, sold more assets Hess spent 44% more capital Shareholders have not seen the same benefit Hess conglomerate structure has yielded cost overruns, operational hiccups, and an affinity for overbuilding Pure play (CLR) achieved similar production growth and acquired more acres at lower cost and greater benefit 2009-2012 Hess(2) (Conglomerate) Continental(3) (Pure Play) Increase in Bakken Production ~55,000 boe/d ~56,700 boe/d Increase in Bakken Net Acreage ~155,000 ~560,000 Capital Expenditures $5.4bn $4.6bn Infrastructure Spend $1.2bn Acquisitions $1.8bn $1.2bn Total $8.4bn $5.8bn Debt Issued $4.2bn $3.1bn Equity Issued $0.7bn $1.0bn Asset Sales $1.5bn $0.3bn Total $6.4bn $4.4bn Total Return 1% 255% Change in Market Capitalization +$0.6bn + $10.1bn Bakken EBITDA Generated(4) $2.4bn $2.5bn

 Not to shareholders [ 25 ] Where Did Cash From Conventional Assets Go? 2002-2012 Cash Return as % of Current Market Cap(1) Cash Spent 2009-2012(4) Exploration $4.3bn Acquisitions of Conventional $1.9bn Downstream Spending $1.3bn Exploration Value Creation as % of Current Market Cap(2)(3) Instead, cash used on 92% 89% 76% 75% 56% 42% 41% 38% 38% 35% 22% 19% 12% 7% 6% 4% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% BP COP TOT XOM RDSA DVN STL MRO TLM CVX OXY MUR APC APA HES EOG (30%) (20%) (10%) 0% 10% 20% 30% 40% APC NBL STO APA RDS TOT MUR BP OXY CVX XOM TLM COP MRO HES Value Creation from Exploration

[ 26 ] With Disclosure Comes Accountability: Hess’s Scant Disclosure Hides Failures What is the total capital spent in Australia? in Ghana? What is the estimated return on this capital? What happened to the $452 million(2) spent on Gulf of Mexico leases on two days in 2008? What is the return on this capital? What is Bakken midstream EBITDA? What is retail EBITDA? What is energy marketing EBITDA? What is terminal EBITDA? What working capital is tied up in non-upstream E&P? What is the return on capital for these businesses including working capital? What is the maximum total balance sheet exposure to HETCO? How much money has corporate proprietary trading (outside of HETCO) lost in the past 3 years? Lack of disclosure allows Management to avoid answering basic questions Number of Analyst Days or Update Calls 2007-2013(1) 0 for Hess ?!?! Number of Pages in Most Detailed Presentation in Past Year(1) No Analyst Day for nearly 7 years 0 1 2 3 4 5 6 7 8 Hess Proxy Peers Revised Proxy Peers 20 40 60 80 100 120 Hess Proxy Peers Revised Proxy Peers

[ 27 ] And What is Going on with Hess’s Hedging? With HETCO? With Prop Trading? Why Does Prop Trading Even Exist at Corporate? Hess’s cumulative realized hedging losses since 2002 equivalent to 9% of E&P Revenues Over the same period, peers(2) realized cumulative gains equal to 1% of E&P revenues Realized Hedging Performance 2002-2012(1) You may ask: “what is proprietary trading? And what is it doing at Hess?” We would answer: “No idea from disclosures” Proprietary trading is separate and in addition to HETCO, Hess’s hedge fund Hess has promised to sell HETCO, will it also shut down proprietary trading? Implied Prop Trading Losses 2009-2012(3) In the last decade, Hess has lost $6.7bn through hedging Disclosure suggests an additional ~$400mm in “proprietary trading” losses since 2009(3) or very high operating costs at HETCO or? Why do shareholders have to guess? Source: Company filings Pre-tax gains/losses on commodity derivatives Revised Proxy Peers who engage in hedging for upstream business including Anadarko, Apache, EOG, Marathon and Noble 10K (pg. 74) groups together 100% of trading revenues for HETCO and corporate proprietary trading. 10K (pg. 28) also groups together 100% of net income for proprietary trading and 50% of income from HETCO. Using corporate effective tax rate, this implies losses at corporate proprietary trading. 2009 is first year disclosure includes revenues. Why does Hess group these together rather than clearly showing what is going on at each group? ($1,800) ($1,600) ($1,400) ($1,200) ($1,000) ($800) ($600) ($400) ($200) $0 2002 2004 2006 2008 2010 2012 $ millions ($160) ($140) ($120) ($100) ($80) ($60) ($40) ($20) $0 2009 2010 2011 2012 $ millions

Hess Average Sell-side Target Price [ 28 ] Hess Hides Behind Price Targets That Price in Management Mediocrity Two years ago, Hess’s price target was $100 / share Poor execution drove that price target down 35% to $65 / share prior to Elliott’s public involvement Specter of accountability pushing change at Hess increased the target price by 20% to $ 78 / share No material change to quality of assets. Management and Board have no excuse to lower the bar Over same time period, majority of Peer price targets have risen Hess cannot excuse this away Potential for accountability to shareholders resulting in value enhancing actions lifts price target Production misses and CapEx overruns drove price target down Hess’s recent presentation points to Wall Street price targets as justification that nothing is wrong Yet these targets merely reflect Hess’s poor execution Source: Bloomberg May 2011 March 8, 2013 (1) (2) $100 $65 $78 $96 $128 $60 $70 $80 $90 $100 $110 $120 $130 $140 Nearly 2 Years Ago 25 - Jan - 13 Today Elliott Low Case Elliott High Case

[ 29 ] Constructing stock charts focused on the last 6 months and excluding dividends? Announcing perpetual restructurings without effecting material change? Entrenched behind a staggered board with persistent corporate governance malpractice? Misrepresenting Bakken well cost data to claim it is low cost operator? Ignoring capital allocation failures by claiming that Conventional assets funded the Bakken? Avoiding disclosure that is comparable to its peers? Pointing to low price targets as validation? Why is Hess Hess Does Not Want to be Accountable to Shareholders

[ 30 ] Lack of Accountability Failure to Meet Promises to Shareholders “the most important part on our financial strategy is, obviously, ultimately, we want to build a company to have a business that delivers first quartile financial shareholder returns” September 2011(2) “as a potential shareholder or current shareholder you should feel very good about the growth being captured” September 2010(3) “We are proud of our organization's ability to deliver performance and remain confident that our future investment opportunities will create value for our shareholders.” January 2009(4) “We think [high-impact exploration] is the best way to create shareholder value and we've been delivering on that.” February 2008(5) “It should be obvious that we have made a lot of moves with a multi-year strategy to put our company in a position to generate long-term shareholder value, that we look at things for all shareholders benefit.” - John Hess, January 2013(1) Relative Performance(2): (28%) (40%) (75%) (66%) Shareholder Return John Hess “the most important part of our financial strategy is, obviously, ultimately, we want to build a company to have a business that delivers first quartile financial shareholder returns” September 2011(3) “as a potential shareholder or current shareholder you should feel very good about the growth being captured” “We are proud of our organization's ability to deliver performance and remain confident that our future investment opportunities will create value for our shareholders.” “We think [high-impact exploration] is the best way to create shareholder value and we've been delivering on that.” September 2010(4) January 2009(5) February 2008(6) (60%) (30%) 0% 30% 60% February 2008 - November 2012 January 2009 - November 2012 September 2010 - November 2012 September 2011 - November 2012 Hess Revised Proxy Peers

But Buried Within Are Great Assets Source: Company filings W. D. Von Gonten & Co. is an industry leading petroleum engineering and geological services consulting firm At its peak, Hess owned “more than 900,000 net acres in the Bakken oil shale play.” 2010 10-K; 550,000 to 600,000 net acres considered core; 4Q2012 earnings call Valhall 1969 Amerada acquisition: legacy predating current management Bakken: Several hundred thousand acres in heart of Bakken dating to 1950s Acquired substantial acreage around original position; 300,000 acres acquired determined to be non-core(2) Valhall: Acquired via the 1969 Amerada merger 2001 disastrous acquisition salvaged by dramatic rise of oil Acquired Triton for $3.2 billion in 2001; Wrote down by $706 million in 2002 Since acquisition the price of oil has increased from $25 to over $110 Acquisition not based on differentiated view on oil price, given Hess’s loss of ~$6.7 billion in hedging oil prices over this period Entered into by current management, discovered and operated by BHP Equatorial Guinea Bakken Large, unreplicable and highly desirable position in core of premier US oil resource play W.D. Von Gonten study concluded Hess has higher per acre value and is comparable to CLR in absolute value(1) Crown jewel oil asset in Norway with over 40 year life remaining Redevelopment recently completed, Valhall expected to grow production from 26mboe/d in 2013 to 75mboe/d and generate significant free cash flow One of the top fields in the Gulf of Mexico A flagship deepwater Gulf of Mexico asset Continued growth in reserves expected - nearby analogous fields are now estimated to be 3x larger than original estimates Large, profitable oil-linked gas asset Low cost, long life production with long-term production sharing contract through 2029 Strong RP Ratio despite 17% of current Hess pro-forma production Highly profitable, cash-cow oil asset with favorable production sharing contract Substantial cash generator beginning to decline 17% of current Hess pro-forma production Asset Origin Asset Highlights Where have Hess’s crown jewel assets come from? [ 31 ]

 III. Delivering Accountability at Hess

[ 33 ] [ 33 ] Manageable Enterprises Accountable to Shareholders Great Stewards of Capital Elliott’s Recommendations for Change

[ 34 ] Douglas R. Conant, President & CEO of Campbell Soup Co at CT Partners Board Consultants Annual Award for Outstanding Directorship Ceremony 2010 Warren Buffett, Chairman & CEO Berkshire Hathaway, 1999 Berkshire Hathaway Annual Meeting “Harvey Golub is everything that you would want in a director. And one of the things that I appreciate most about him is that he has always respected the space between the Non-Executive Chairman and the CEO roles. He challenged me. He held me accountable. But he did not try to do my job for me And he has challenged us to sharpen our strategy, and better execute that strategy by holding us to high performance standards. He often tells us, ‘This is what you said you would do. Are you delivering and, if not, why not?’”(1) Douglas Conant, former CEO of Campbell Soup Co, on Harvey Golub, Shareholder Nominee, former Chairman & CEO American Express, September 2009 Warren Buffett: “Harvey Golub has done an absolutely sensational job, and we're probably $4 billion better because of it.”(2)

[ 35 ] An Independent, Experienced Slate of Directors to Provide Oversight David McManus Rodney Chase Harvey Golub Karl F. Kurz Marshall D. (Mark) Smith Current SVP & CFO, Ultra Petroleum Manages lowest-cost operator in resource play environment Monetized midstream assets via accretive REIT deal while maintaining strategic control Direct experience dealing with high-cost operator in resource play JV Conventional E&P Midstream Unconventional E&P Former Deputy Group Chief Executive, BP Former Chairman/CEO of BP America, CEO of E&P Direct experience managing every major business at global integrated energy company Significant public oil & gas corporate board experience Restructuring Conventional E&P Midstream Public Board Former Chairman & CEO, American Express Former Non-Executive Chairman, AIG Mr. Golub’s refocusing of American Express in the 1990s has been called “one of the most impressive turnarounds of a large public corporation in history”(1) and led to over 750% share price appreciation during his tenure Restructuring Public Board Former COO, Anadarko Petroleum Helped lead major transformation at a large independent E&P: top-tier exploration capability, capital discipline and operational focus Managed Anadarko’s onshore unconventionals as SVP of US Onshore Led midstream and marketing operations as VP of Marketing Restructuring Conventional E&P Midstream Unconventional E&P Public Board Former EVP, Pioneer Natural Resources Former EVP at BG, Former President of ARCO Europe Oversaw value accretive divestiture of Pioneer’s international portfolio Presented substantial divestiture program to board and executed Evaluated both IPO in London and outright sale - pursued value maximizing path Restructuring Conventional E&P Public Board Experience Hess Needs

[ 36 ] History of Persistent Governance Failures at Hess Calls Into Question Board’s Ability to Nominate New Directors Failures under John Hess’s tenure: Sources: Company Filings, Bloomberg Age and tenure calculated as of date of 2013 annual general meeting; Tenure for John Hess shows both as director and as CEO, respectively Revised Proxy Peers: Anadarko, Apache, EOG, Chevron, ConocoPhillips, Exxon, Marathon, Murphy, Noble, Occidental. Underperformance calculated from 1st day of the year following appointed to the board through 11/28/12, date before which Elliott began to purchase a substantial amount of stock. John Hess calculated from the year he was appointed CEO Name Age (1) Tenure (1) Total Return Over Tenure(2) Oil & Gas Operating Experience Background John Hess 58 35 / 17 (460%) Hess Management Hess Chairman & CEO Thomas H. Kean 77 23 (1,022%) None Government; Joint executor Hess estate; Director & Sec. of Hess Charitable Trust Edith Holiday 61 20 (589%) None Government; Worked directly for Nicholas Brady in Senate and Treasury; Nicholas F. Brady 82 19 (550%) None Government/Finance; Joint executor Hess estate; invests for Hess Charitable Trust Robert Wilson 72 17 (335%) None Healthcare; Johnson-Hess family connection Frank A. Olson 80 15 (396%) None Auto Rental Craig Matthews 69 11 (153%) None Electricity Ernst von Metzsch 73 10 (44%) None Finance Risa Lavizzo-Mourey 58 9 (68%) None Non-profit; Johnson-Hess family connection F. Borden Walker 59 9 (68%) Hess Management Hess EVP & President, Marketing and Refining John Mullin III 71 6 (56%) None Finance; Joint executor of Hess estate Samuel Bodman 74 4 (47%) None Government/Chemicals Gregory P. Hill 52 4 (47%) Hess Management Hess EVP & President, Worldwide Exploration and Production Samuel A. Nunn Jr. 74 6mo NA None Government; Chairman CSIS of which John Hess is a Trustee Director tenure 17 year average tenure of non-management directors at retirement Oil & Gas operating experience Never even one independent director with oil & gas operating experience Least independence Consistently 3 joint-executors of Hess estate served as directors Continually interlocking director and management relationships Management directors Never fewer than 3 directors that are management members at any one time Current board continues the trend

[ 37 ] History of Compensating for Underperformance Needs to Change Elliott Compensation Aligned with Long-Term Shareholder Interest Sources: Company Filings, Bloomberg Age and tenure calculated as of date of 2013 annual general meeting; Tenure for John Hess shows both as director and as CEO, respectively Revised Proxy Peers: Anadarko, Apache, EOG, Chevron, ConocoPhillips, Exxon, Marathon, Murphy, Noble, Occidental. Underperformance calculated from 1st day of the year following appointed to the board through 11/28/12, date before which Elliott began to purchase a substantial amount of stock. John Hess calculated from the year he was appointed CEO Adjusted for inflation using Bloomberg Urban CPI; Without taking into account inflation compensation totaled $26 million Without taking into account inflation, John Hess was paid a cumulative $165 million Non-Management Directors Tenure (1) Return Over Tenure(2) Cumulative Compensation Over Tenure(3) Thomas H. Kean 23 (1,022%) $5.4 million Edith Holiday 20 (589%) $4.0 million Nicholas F. Brady 19 (550%) $4.6 million Robert Wilson 17 (335%) $3.7 million Frank A. Olson 15 (396%) $3.5 million Craig Matthews 11 (153%) $2.7 million Ernst von Metzsch 10 (44%) $2.5 million Risa Lavizzo-Mourey 9 (68%) $2.4 million John Mullin III 6 (56%) $1.8 million Samuel Bodman 4 (47%) $1.1 million Total $31.7 million Hess has paid current directors more than $30 million over their tenure while delivering stockholders material underperformance Hess has purposefully mislead shareholders with false descriptions of nominees “tethered to an unusual compensation scheme” Elliott nominees would not be compensated for underperformance: Elliott nominees receive $30,000 for each 1% of outperformance versus Hess’s proxy peers at the end of a 3 year period As an example, if at the end of a director’s three year term, Hess has outperformed peers by 10% then the director would receive $300,000 Rewards nominees if they deliver the outperformance they achieved at: Anadarko, Pioneer, and American Express Hess should stop paying millions of dollars to directors that have delivered terrible performance Hess’s has been a 17 year meal ticket at shareholders’ expense John Hess was paid a cumulative $190 million(3,4) over his tenure, despite underperforming peers by (460)%(2) Hess management was paid $32 million in 2012 despite underperforming peers by (10)%(2), dramatic cost overruns, operational failures and continued destruction of shareholder capital

[ 38 ] Shareholder Nominees Have the Relevant Oil & Gas Operating and Restructuring Experience Needed at Hess Senior Management Upstream Oil & Gas Operating Experience Restructuring Experience Which nominees are better suited for a pure-play E&P company? Which nominees are better suited for a corporate transformation? Senior Mgmt Unconventional E&P Experience Senior Mgmt Conventional E&P Experience Midstream Experience 4 Directors 2 Directors 3 Directors 2 Directors 1* Director 0 Directors Shareholder Nominees Management Nominees Public Board Experience Which nominees are more likely to positively impact governance? Which nominees will have the ability to ask the right questions? * Unconventional experience includes Kevin Meyers for 1½ years in his role as SVP ConocoPhillips Americas Senior Management Oil & Gas Upstream Operating Experience does not include Mark Williams as his primary executive experience was overseeing Shell downstream division Yes 80% No 20% Yes 40% No 60% Yes 80% No 20% Yes 40% No 60% Yes 80% No 20% Yes 40% No 60%

[ 39 ] Shareholder Nominees Have Unparalleled Operating Experience Shareholder Nominees Management Nominees Rodney Chase Former Deputy Group Chief Executive, BP Former Chairman/CEO of BP America, CEO of Marketing & Refining, CEO of E&P Former COO, TNK-BP joint venture William Schrader Harvey Golub Former Chairman & CEO, American Express Former Non-Executive Chairman, AIG Former Vice Chairman of GE President and CEO of GE Energy John Krenicki Jr. Karl Kurz Former COO, Anadarko Petroleum Former SVP of E&P for the Americas, ConocoPhillips Dr. Kevin Meyers David McManus Former EVP, Pioneer Natural Resources Former EVP at BG, Former President of ARCO Europe Downstream Director, Royal Dutch Shell Dr. Mark Williams Mark Smith Current SVP & CFO, Ultra Petroleum Former EVP and CFO, CBS Corporation Fredric Reynolds

[ 40 ] Shareholder Nominees Do Not Rubber Stamp Plans “These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going backsince I became ChairmanIn fact, Elliott got on the train after it really left the stationThis is a culmination of a multi year strategy” John Hess, March 4th 2013 Shareholder Nominees: Independent “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” Elliott Letter to Shareholders, January 29th 2013 Management Nominees: Rubber Stamp?

[ 41 ] Why Didn’t Hess Let Shareholders Decide on the 6th Director? Shareholders have been asking to vote on directors annually for over 5 years Management Nominee John Quigley Former CEO, Deloitte % of Total Shares Voted for Declassification(1) In 3 separate votes, 90+% of outside shareholders voted to declassify the Hess board “The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis.” ISS Proxy Advisory Services(2) Upstream Oil & Gas Operating Experience Restructuring Experience None None 0% 20% 40% 60% 80% 100% 2007 2008 2012

[ 42 ] Here’s A Thought: Let Management Nominees Replace Remaining Directors William Schrader John Krenicki Jr. Dr. Mark Williams Dr. Kevin Meyers John Quigley Frederic Reynolds Hess’s “World Class Leaders”(1) Sources: Company Filings, Bloomberg John Hess describing management nominees on business update call, March 4, 2013 John Hess referring to board of directors on 4Q 2012 Earnings call Tenure calculated as of date of 2013 annual general meeting; Tenure for John Hess shows both as director and as CEO, respectively Tenure excluding John Hess is 11 years Average Tenure(3) Upstream Oil & Gas Operating Experience Restructuring Experience Name Age (3) Return Over Tenure(4) Tenure (3) Background John Hess 58 (460%) 35 / 17 Hess Chairman & CEO Edith Holiday 61 (589%) 20 Government; Worked directly for Nicholas Brady in Senate and Treasury; Robert Wilson 72 (335%) 17 Healthcare; Johnson-Hess family connection Craig Matthews 69 (153%) 11 Electricity Ernst von Metzsch 73 (44%) 10 Finance Risa Lavizzo-Mourey 58 (68%) 9 Non-profit; Johnson-Hess family connection John Mullin III 71 (56%) 6 Finance; Joint executor of Hess estate Samuel Bodman 74 (47%) 4 Government/Chemicals Gregory P. Hill 52 (47%) 4 Hess EVP & President, Worldwide Exploration and Production Lead “Independent” Director AND Joint Executor of Hess Estate “No Sacred Cows”(2) None None 14 years

De-staggering the Hess board requires 80% of outstanding (not just voting) shares In 2007, Shareholders’ backed de-staggering the Hess board with over 97% of outside voters electing to de-stagger(1) In 2008, the Hess board recommended FOR de-staggering the board (had they not, they may have had governance agencies recommend withholds on all of their nominees). 245.7mm shares voted to de-stagger 76% of outstanding shares 87% of voting shares 1.8mm shares abstained 37.1 mm shares voted against declassification (John Hess controlled 36.6mm shares) All Directors Could Have Been Accountable, But for 37mm Shares Sources: Company Filings, Factset, ISS Voting Analytics Hess estate is assumed to have voted against declassification and is excluded from calculation % of Total Shares Voted for Declassification(1) [ 43 ] How did John Hess vote in 2008? In 2012, Shareholders again backed de-staggering the board with over 94% of outside voters electing to de-stagger(1) Now, the Hess board again has recommended FOR de-staggering the board Yet, at the same time the board opposes a shareholder proposal to remove the 80% voting requirement that prevented de-staggering the board three times before How will John Hess vote this year? Did John Hess vote against the recommendation of his own board of which he is Chairman? How will he vote this year? 0% 20% 40% 60% 80% 100% 2007 2008 2012

[ 44 ] Refusing to accept Shareholders’ exceptional Nominees? Proposing nominees that have less oil & gas operating experience and less restructuring experience than Shareholder Nominees? Selecting nominees that Rubber Stamp management’s plan without evaluating alternatives? Naming John Mullin III, joint-executor of the Hess estate, the new lead “independent” director? Appointing John Quigley as a 6th director instead of letting shareholders decide? Why is Hess Hess Does Not Want to be Accountable to Shareholders

Manageable Enterprises Accountable to Shareholders Great Stewards of Capital Elliott’s Recommendations for Change [ 45 ]

Anadarko, 4Q2008 Earnings call “One thing that we are committed to do as an executive team is make sure we can meet our forecasts and deliver on our promises”(1) Karl Kurz, Shareholder Nominee February 2009(1) [ 46 ]

Create Hess Resource Co. via Tax-free Spinoff Instead of an opaque, unmanageable conglomerate Unconventional 725,000 net acres in the Bakken 177,000 net acres in the Utica Shale 45,000 net acres in the Eagle Ford Downstream & No-Stream Miscellaneous businesses - many with capital tied up at low rates of return Global Offshore and Other Conventional Long-life, oil-weighted reserves in “crown jewel” assets including Shenzi (GOM), Valhall (Norway), Ceiba & Okume (Equatorial Guinea) Favorable gas assets in Southeast Asia including JDA & Natuna Sea Block Unlock great companies that will be accountable to shareholders Share Price = $95.70 to $128.46(1) TEV = $39 to $50 billion(1) Create Hess Resource Co. Bakken, Eagle Ford and Utica with dropdown of midstream assets TEV = $13.0 to $14.4 billion(1) Monetize resource play infrastructure TEV = $2.0 to $2.5 billion(1) Create Hess International Focus remaining conventional portfolio on core areas of competitive advantage through divestiture of non-core assets TEV = $21.4 to $30.2 billion(1) [ 47 ] Midstream Valuable Bakken infrastructure including Tioga gas plant and Bakken rail terminal Divest downstream assets TEV = $3.1 to $3.5 billion(1) 1 Hess’s March promises (if delivered) affect less than 10% of potential share uplift (1) over another 2 year period Source: Company filings Elliott estimates; Per share values calculated net of debt, cash pro forma for announced/completed transactions (Azerbaijan & UK assets), pension, tax attributes, interest tax shield

Valuation of Hess Resource Co.(6) Equal to CLR on absolute basis Equal to CLR on per acre basis Discount to CLR on per acre basis [ 48 ] Create Premier US Resource Play Focused Company 1 Flagship Play Other Assets % Oil / % Liquid Production(2) Hess Resource Co. Bakken Utica/Eagle Ford 85% / 85%(3) Pioneer Permian Eagle Ford 41% / 60% Continental Bakken SCOOP 72% / NA Range Resources Marcellus Miss Lime 7% / 22% Cabot Marcellus Eagle Ford NA / 5% Hess Resource Co. would be premier resource play focused company: Premier position in Bakken Promising position in Utica W.D. Von Gonten analysis of Hess acreage(1) Hess and Continental Williston acreage very comparable on absolute basis Hess has higher per acre value Extremely large percentage of Hess acreage in core Bakken and Three Forks Goldman Sachs’ Calculation of Hess Bakken via Continental(4) + $1.5 bn average sell-side estimate for Utica & Eagle Ford(5) Goldman uses Continental as a Proxy for Hess Bakken $19.2bn $14.4bn $13.0bn $10 $12 $14 $16 $18 $20 GS Continental Elliott Elliott Implied High Low $billions HES CLR Total Company Value: Market Cap ($mm) $23,726 $16,918 Net Debt ($mm) 7,469 3,504 Enterprise Value ($mm) $31,195 $20,422 Non-Bakken Valuation: 2012 Proved Reserves(mmBOE) 785 Bakken Proved Reserves (mmBOE) 564 Proved Reserves ex-Bakken (mmBOE) 221 Value of non-Bakken ($/BOE) $12.50 Value of non-Bakken ($mm) $2,764 Bakken value ($mm) $17,658 $17,658

Standalone Hess Resource Co. Could Easily Fund Itself in the Capital Markets Company(1) Market Cap EV / LTM EBITDAX(2,3) Net Debt / LTM EBITDAX(3) 2013 FCF as % of Market Cap Weighted Avg. Yield(4) Continental $16.9bn 11.3x 2.1x (7)% 3.3% Halcon $2.6bn 12.6x 5.7x (24)% 7.2% Kodiak $2.5bn 11.7x 3.8x (6)% 4.6% Oasis $3.6bn 9.1x 2.0x (10)% 4.7% SM Energy $3.9bn 5.2x 1.4x (9)% 4.8% Pioneer $17.1bn 9.1x 1.1x (4)% 2.8% Cabot $13.6bn 18.5x 1.3x 1% N/A Range $12.8bn 18.1x 3.3x (3)% 4.1% Hess Resource Co. $13.0bn to $14.4bn 10.0x to 11.1x(5) (2)% / (3)%(6) Numerous examples of US resource focused companies with negative free cash flow All able to fund themselves in the public markets and all trade at premium multiples to Hess Continental has had negative free cash flow for the past 5 years yet has: $2.9bn of public debt trading at an average yield under 3.5% Enterprise value of over $20bn and trades at ~11.3x EBITDA “there will be times when CLR may outspend its internally generated cash flow. However, so long as it is earning the returns on investment in the incremental barrel produced by these borrowings this should be of minor concern. - Moody’s March 2012(7) Management either has not done its homework or does not understand the credit markets Bakken Operators Best-in-Class Resource Pure plays 1 [ 49 ]

Resource Co. Would Be One of the Best Funded US Unconventional Pure Plays Management guidance for 2013; thereafter Elliott estimates based on Continental 600 EUR type curve; Rig program based on achieving management guidance of 120MBOE/D by mid-decade Elliott estimate based on average of OAS, KOG and NOG 4Q EBITDA before G&A per BOE; less allocation of Hess E&P G&A and corporate overhead; OAS, KOG and NOG do not control midstream infrastructure; therefore there is no meaningful double counting in value of MLP spinoff Elliott estimates: Capex is management guidance for 2013; thereafter Elliott estimates for rig program using a well capex of $8.2m; $8.2m well capex is Continental’s estimate for their well cost by YE2013 Assume 75% of well capex is intangible with 100% IDC; tangible capex depreciated at MACRs 7; 35% tax rate on taxable income Valuation assumes 50% of Elliott low case midstream valuation 2x LTM EBITDA Given ability to raise capital via debt markets or raise proceeds from infrastructure, Hess Resource Co. has ample cash to standalone 1 [ 50 ] Per management production guidance: Bakken should be cash flow breakeven YE2014 This does not include the substantial cash generated by midstream assets $3+ billion of excess cash can be used to Fund Utica development Cash flow gap due to high-return investments initiated by a credible operator does not limit debt capacity or financial flexibility Bakken Free Cash Flow & Sources of Cash (6) (5) (1) (2) (3) (4) Bakken Standalone Unit 2013 2014 2015 2016 2017 Bakken Production MBOE/D 68 87 105 120 131 Bakken EBITDA $mm $1,432 $1,853 $2,218 $2,537 $2,780 Well Capex $mm (1,700) (1,918) (2,141) (2,148) (2,141) Cash Taxes $mm - - - - (111) Free Cash Flow $mm ($268) ($64) $77 $389 $529 ($500) $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 2013 2014 2015 2016 Sources of Cash Free Cash Flow ($mm) Free Cash Flow Monetization of 50% of Midstream Initial Debt Capacity

Bakken operations should become a taxpayer in 2017 NPV of shifting 4 years of declining deductions out to the years when Bakken is taxpayer is ~$0.13 / share Existing NOLs can remain at Hess International post-spinoff.(4) Tax analysis is limited to future deductions. In the event the NOLs must travel with the Bakken, impact would be an additional ~$0.08 per share(5) Neither taxable income nor depreciation from Bakken midstream assets included (if funded appropriately in MLP market, assets would generate income tax not deductions) (1) (2) (3) Value of Tax Savings from Deductions is Immaterial Management guidance for 2013; thereafter Elliott estimates based on Continental 600 EUR type curve; Rig program based on achieving management guidance of 120MBOE/D by mid-decade Elliott estimate based on average of OAS, KOG and NOG 4Q EBITDA before G&A per BOE; less allocation of Hess E&P G&A and corporate overhead; OAS, KOG and NOG do not control midstream infrastructure; therefore there is no meaningful double counting in value of MLP spinoff Elliott estimates: Capital expenditures are management guidance for 2013; thereafter Elliott estimates for rig program using a well capex of $8.2m; $8.2m well capex is Continental’s estimate for their well cost by YE2013; Assume 75% of well capex is intangible with 100% IDC; tangible capex depreciated at MACRs 7; Historical depreciation is calculated using 70% IDC Elliott view based on counsel from tax and accounting advisors Assumes $91 million of federal tax loss carry forwards are recognized immediately versus recognized in 2017+ from Bakken generated income Assumes 75% of well capex is intangible with 100% IDC; tangible capex depreciated at MACRs 7 Impact of Tax Shield from Bakken = $0.13 per share 1 [ 51 ] Hess Bakken should become a taxpayer in 2017 per management production guidance Tax analysis of the Utica is highly dependent on well type curve, liquid content and development ramp assumptions – which management has never disclosed Using Utica peers’ type curve estimates and a reasonable development program, the value of tax shield would be an additional $0.10 per share(6) By the time development ramps in the Utica, the resulting tax deductions will be a useful tax shield for an income generating Bakken Does not include unnecessary infrastructure spend Bakken Utica Tax Calculations Unit 2013 2014 2015 2016 2017 Bakken Production MBOE/D 68 87 105 120 131 Bakken EBITDA $mm $1,432 $1,853 $2,218 $2,537 $2,780 Tax Depreciation Bakken $mm (1,776) (2,020) (2,225) (2,251) (2,231) Taxable Income $mm ($345) ($167) ($7) $286 $549 Cash Taxes $mm $0 $0 $0 $0 ($111)

[ 52 ] Like for Like, Hess Conglomerate Remains Higher Cost Bakken Operator By 4Q 2012, Hess had switched to a Sliding Sleeve completion design(1) When evaluated on an apples to apples basis (sliding sleeve to sliding sleeve), Hess well costs are 17% to 38% above Whiting Sanish Only Sanish Only Frac Method Sliding Sleeve Sliding Sleeve Sliding Sleeve Proppant 100% Sand Range of 100% to 70% sand, Remainder Ceramic 95+% Sand Rigs 6 20 14 % Pad Drilling 100% 50% ~95% +38% +17% Continental, Oasis and Kodiak are predominately completing their wells using 1) a higher cost Plug & Perf design(3) and 2) substantially more high cost ceramic proppant.(3) They are not appropriate comparables for a well cost comparison. Premier assets of Hess Resource Co. mismanaged by Hess Conglomerate 1 4Q 2012 Drilling Costs(1) 4Q 2012 Well Configuration(1,2) Sources: Public company filings, corporate presentations, earnings call transcripts and North Dakota Industrial Commission data 4Q earnings transcripts and presentations Data from North Dakota Industrial Commission OAS: BAML Conference November 2012; KOG: BAML Conference November 2012; Data from North Dakota Industrial Commission

Hess Conglomerate Unable to Reap Full Potential of Bakken Present value of additional or lessor rig held in perpetuity across 575,000 net acres, excluding acreage drilled through YE2012. Assumes 8 wells per spacing unit (4 Bakken, 4 TFS), $6.5 million NPV per well; 28 day spud to spud time (Hess 4Q); Pretax value at 10% discount rate Production growth guidance for 2013 for Bakken or corporate if not disclosed Continental Resources 4Q12 Earnings call Question: “And if you do come in below that target or budget, I mean do you think – would we expect to see you drill incremental wells for the same CapEx over the year, or just come out with a lower CapEx budget?” Rick Bott, Continental President & COO: “our goal is to accelerate value. We have a deep multi-decade inventory and we want to bring as much of that value forward. So, our plan would be to leverage those efficiencies and be able to drill additional wells”(3) Vs. What Best-in-Class Bakken Operators are doing: 1 Bakken Operator Production Growth(2) 2012 2013E Continental 80% 38% Oasis 110% 42% Kodiak 267% 109% Hess 87% 20% NPV Impact from Reducing Bakken Rig Program(1) [ 53 ] Hess’s inability to operate a rig program comparable to peers of its size results in $2.5 billion of forgone value as evidenced by slower production growth $2.5 billion

While Bakken Competitors Are Focused on Maximizing Asset Potential, Hess Conglomerate is Burdened by Yesterday’s Issues 1 Continental Accelerating Lower Three Forks Exploration Program High Density Pilot Appraisal Project Hidden Bench Lower Bakken Silt Testing Kodiak 20 wells to define the productivity of 2nd, 3rd and 4th benches of the Three Forks across 75x60 miles(1) 4 pilot density projects to test 320 and 160 acre spacing (14 and 28 wells per unit) (1) Testing additional target zone situated between Middle Bakken and Three Forks (2) High Density Pilot Appraisal Project Initiating higher density pilots in Sanish, Pronghorn, Hidden Bench and Missouri Breaks (2) Testing Additional Three Forks Zones Testing the 2nd bench of the Three Forks in the Cassandra and Tarpon areas(2) Whiting Oasis High Density Pilot Appraisal Project Launching infill pilots in 22 spacing units(3) Extensional Acreage Testing Testing Three Forks wells in North Cottonwood, Red Bank and extensional Montana acreage(3) High Density Pilot Appraisal Project 2 pilot projects testing 12 wells per unit including 6 Middle Bakken wells and 6 Three Forks(4) Lower Three Forks Intervals Exploratory Testing Exploratory testing of the upper, middle and TF3 Three Forks intervals(4) Lower Three Forks Exploration Program Drilling 6 vertical wells into lower Three Forks benches in 1Q13 to determine areas for horizontal pilots in late 2013(3) [ 54 ] “We're doing a very small amount of appraisal work in the Three Forks” Greg Hill, January 2013(5)

Management Has Lost Sight of the Big Picture 1 [ 55 ] Why is Hess Constructing tax and funding excuses that are demonstrably false? Claiming they are a low cost operator in the Bakken when the reality is different? Talking down the value of their Bakken acreage rather than acknowledging they are unable to grow production as quickly as their peers without cost overruns? Resisting creating one of the premier US resource pure plays, an action that would create tremendous returns for their shareholders? Hess Does Not Want to be Accountable to Shareholders (1) (1) (2) (3) (4) ($9) ($8) ($7) ($6) ($5) ($4) ($3) ($2) ($1) $0 $1 Tax Tax including Utica Well Cost Overruns Reduced Rig Program Multiple Discount Impact on Hess NAV $ billions

Create Hess International Instead of an opaque, unmanageable conglomerate Unconventional 725,000 net acres in the Bakken 177,000 net acres in the Utica Shale 45,000 net acres in the Eagle Ford Downstream & No-Stream Miscellaneous businesses - many with capital tied up at low rates of return Global Offshore and Other Conventional Long-life, oil-weighted reserves in “crown jewel” assets including Shenzi (GOM), Valhall (Norway), Ceiba & Okume (Equatorial Guinea) Favorable gas assets in Southeast Asia including JDA & Natuna Sea Block Unlock great companies that will be accountable to shareholders Share Price = $95.70 to $128.46(1) TEV = $39 to $50 billion(1) Create Hess Resource Co. Bakken, Eagle Ford and Utica with dropdown of midstream assets TEV = $13.0 to $14.4 billion(1) Monetize resource play infrastructure TEV = $2.0 to $2.5 billion(1) Create Hess International Focus remaining conventional portfolio on core areas of competitive advantage through divestiture of non-core assets TEV = $21.4 to $30.2 billion(1) [ 56 ] Midstream Valuable Bakken infrastructure including Tioga gas plant and Bakken rail terminal Divest downstream assets TEV = $3.1 to $3.5 billion(1) 2 Hess’s March promises (if delivered) affect less than 10% of potential share uplift (1) over another 2 year period Source: Company filings Elliott estimates; Per share values calculated net of debt, cash pro forma for announced/completed transactions (Azerbaijan & UK assets), pension, tax attributes, interest tax shield

Exploration failures, high hedging costs, and opacity around capital intensity has resulted in severe undervaluation of assets Poor disclosure causes less than 25% of wall street analysts to build asset by asset NAVs for Hess Recent transactions at a premium to Wood Mackenzie(1) and Rystad(2) values: Create High Cash Flow, Oil-Linked Conventional Portfolio: Hess International Sources: Wood Mackenzie, Sell-side reports, Rystad UCube Recent significant oil-heavy transactions Source: Wood Mackenzie Rystad UCube Sell-side analysts who build asset by asset NAV; includes Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley and Capital One Southcoast; Low is calculated as the minimum analyst value for each asset, Average is calculated as the average analyst value for each asset, High is calculated as the maximum value for each asset JP Morgan February 4, 2013 [ 57 ] Long lived oil assets producing substantial cash flow Wood Mackenzie and Rystad both project Hess International would average ~$2.8 billion of free cash flow per year before exploration for the next decade(2,3) “We note that strategic initiatives suggested by Elliott are not necessarily leveraging or detrimental to credit quality. As such, we believe the company could carry out these steps while maintaining an investment grade rating.” - J.P. Morgan Credit Research, February 2013(5) Wood Mackenzie ZERO value for Ghana or Australia Asset by Asset NAV Valuations(4) (2) Rystad includes higher value for development potential 2 Great Assets Undervalued in Conglomerate Portfolio Strong Cash Flow; Investment Grade Rating (3) Transaction(1) Premium / (Discount) to: Wood Mackenzie(2) Rystad (3) Hess sale of Azerbaijan to ONGC 9% 50% Nexen sale to CNOOC 2% 32% Freeport acquires Plains E&P 26% 9% BP Deepwater GOM sale to Plains E&P 27% 13% El Paso E&P sale to private equity 11% 6% $0 $10 $20 $30 $40 Low Sell - Side Elliott Low: Wood Mackenzie Average Sell - Side Elliott High: Rystad High Sell - Side $billions

Market Valuation Today Implies Little to No Value for Assets Worth $20 to $30bn [ 58 ] Hess Enterprise Value (March 8, 2013)(3) Pro forma for 1Q13 asset sales $28.7bn less Hess Resource Co. $13.0bn $14.4bn $19.2bn less Midstream $2.0bn $2.5bn $2.7bn less Downstream $3.1bn $3.5bn $4.0bn Residual Value of International $10.7bn $8.3bn $2.8bn Implied EBITDAX Multiple(4) 1.9x 1.5x 0.5x A board focused on shareholder returns would not allow undervaluation of this magnitude to persist Hess International could divest assets to buyback stock or could divest assets to high-grade portfolio (similar to the transformation Karl Kurz helped deliver at Anadarko) High Elliott Valuation CLR Implied Bakken(2) Elliott Low Valuation of Other Hess Assets Elliott High Valuation of Other Hess Assets CLR Implied Bakken Valuation(2) International Valuation: Elliott Low $26.23 $33.22 $49.42 International Valuation: Elliott High $52.00 $58.99 $75.18 International Valuation: Average Sell-Side(1) $35.70 $42.69 $58.89 International Valuation: Peer Multiple(5) $37.82 $44.81 $61.01 Asset by Asset NAV Valuations(1) (6) Upside Based On Low Rystad includes higher value for development potential Wood Mackenzie ZERO value for Ghana or Australia Peer multiple = 4.2x(5) 5yr production CAGR(6): Peer 2.5%; Hess Int’l Pro Forma 2% EBITDAX multiple of ~1.5x to (0.2)x if pro forma for sale of Russia, Indonesia, Thailand assets as implied by potential share repurchase (7) 2 NAV-Based Value of International Shows Significant Upside to Current Stock Price Market Implied Value of International (6) $0 $10 $20 $30 $40 Low Sell - Side Elliott Low: Wood Mackenzie Average Sell - Side Elliott High: Rystad High Sell - Side $billions

No Demonstrated Synergies Between Unconventional and Global Offshore Hess’s “Delivering Shareholder Value” presentation March 4, 2013 2 If Hess is “realizing synergies from the transfer of technical skills and operating capabilities globally”(1) then Why is Hess a less efficient operator in unconventional plays than independents without global offshore assets? Continental Pioneer EOG Why has Hess had significantly less exploration success than exploration focused independents without unconventional assets? Tullow Kosmos Cobalt [ 59 ]

Claiming financing and financial flexibility concerns that are clearly false? Alleging synergies that obviously don’t exist? Talking down the value of its international assets? Avoiding real action when its stock price reflects substantial discount to NAV? Why is Hess [ 60 ] Hess Does Not Want to be Accountable to Shareholders

Monetize Midstream and Divest Downstream Instead of an opaque, unmanageable conglomerate Unconventional 725,000 net acres in the Bakken 177,000 net acres in the Utica Shale 45,000 net acres in the Eagle Ford Downstream & No-Stream Miscellaneous businesses - many with capital tied up at low rates of return Global Offshore and Other Conventional Long-life, oil-weighted reserves in “crown jewel” assets including Shenzi (GOM), Valhall (Norway), Ceiba & Okume (Equatorial Guinea) Favorable gas assets in Southeast Asia including JDA & Natuna Sea Block Unlock great companies that will be accountable to shareholders Share Price = $95.70 to $128.46(1) TEV = $39 to $50 billion(1) Create Hess Resource Co. Bakken, Eagle Ford and Utica with dropdown of midstream assets TEV = $13.0 to $14.4 billion(1) Monetize resource play infrastructure TEV = $2.0 to $2.5 billion(1) Create Hess International Focus remaining conventional portfolio on core areas of competitive advantage through divestiture of non-core assets TEV = $21.4 to $30.2 billion(1) [ 61 ] Midstream Valuable Bakken infrastructure including Tioga gas plant and Bakken rail terminal Divest downstream assets TEV = $3.1 to $3.5 billion(1) 3 Hess’s March promises (if delivered) affect less than 10% of potential share uplift (1) over another 2 year period Source: Company filings Elliott estimates; Per share values calculated net of debt, cash pro forma for announced/completed transactions (Azerbaijan & UK assets), pension, tax attributes, interest tax shield

MLP: Shareholders Do Not Need to Wait Until 2015 [ 62 ] 3 First Hess would never MLP them MLP markets are open to assets that are still being built out and allow companies to maintain control Now Hess wants shareholders to wait until 2015 “the strategic infrastructure we have in North Dakota, having control of that adds a lot of value the Tioga Gas Plantthat’s not something we would be interested in MLPing.” John Hess, November 2012(1) “we need some historical performance there of cash flow, of the EBITDA, from these midstream assets, and as we get that I expect the timing of the monetization is 2015.” John Rielly, March 2013(2) IPO Multiples Value Future Growth(3) MLPs Acquire Growing Assets for Full Value(4) Karl Kurz and Mark Smith (Shareholder Nominees) carried out tax efficient monetizations of midstream infrastructure while retaining strategic control Hess has clearly not examined MLP potential Hess has sufficient assets to access MLP capital to build out assets today Shareholder capital should not be tied up only to be inefficiently monetized later 160% NTM Expansion Capex / LTM EBITDA 39% EBITDA Growth 46% Growth Capex as % of Transaction Value (5) 28x 8x 5x 10x 15x 20x 25x 30x Run - rate Multiple 24 to 36 Month Forward Multiple at Acquisition at Acquisition 14x 11x 8x 10x 12x 14x 16x Trailing Multiple Forward Multiple at IPO at IPO

Best-In-Class Operator Created Substantial Value from Midstream MLPs Years Ago Anadarko has created $6.7 billion of value for shareholders through midstream monetization(1) Anadarko completed an initial public offering of Western Gas Partners LP (WES) in 2008 with assets generating $79 mm in EBITDA and with a gross cost basis of $484 mm—less than Hess today In December 2012, APC completed the IPO of Western Gas Equity Partners LP (WGP), the entity that holds APC’s LP and GP interests and incentive distribution rights in WES Anadarko achieved this value creation while maintaining control of the MLP and its assets through its GP ownership Assets Contributed or Sold to MLP Value in APC Value Received Through MLP Total Value Initial WES Asset Contribution (2) $0.4 billion APC Ownership in WGP (4) $6.6 billion Drop Down Transactions (3) $1.3 billion Cash and Loans from Drop Downs (5) $1.6 billion IPO Proceeds (6) $0.3 billion Total Contributed Assets $1.7 billion Total Value Received $8.4 billion Total Value Created Through MLP $6.7 billion “And we think that will be a very good economic roundtrip of invested capital on the part of APC into the MLP, and then reinvest that capital again. It really, for us, mid-stream delivers our upstream story. We're not trying to develop a separate midstream line of business that has a lot of third party work that will go into it, but rather it will be something that supplements what we would otherwise be doing for ourselves on balance sheet, by having a different access to capital and a different way to recognize the value of those assets in the market place.” - Al Walker, Current CEO, Former SVP & CFO Anadarko (November 8, 2007) (7) 3 [ 63 ]

Divesting Downstream Distractions—Long Overdue But Only $2 Out of $27 Billion that Could Be Achieved for Shareholders Out of everything that could be achieved, this is all that management and its hand-picked nominees are willing to do Elliott estimates; Potential uplift calculated as Elliott valuations less current market embedded values, as of 11/28/12; 3 [ 64 ] Potential Uplift to Current Enterprise Value(1) What is the timing of the downstream divestitures? How are the businesses going to be monetized? Will Hess divest the 2 New Jersey power plants? Will Hess divest Nuvera, its fuel cell technology investment? What about the LNG partnerships? Will Hess halt its proprietary trading in addition to simply exiting HETCO? Outstanding Questions: $2 bn $16 bn $27 bn $0 $5 $10 $15 $20 $25 $30 Hess Elliott Elliott Reaction Low High $billions

Constructing false arguments about how to best finance and build infrastructure? Avoiding MLP monetization timelines or commitments? Announcing incremental change in an attempt to preserve status quo? Why is Hess Hess Does Not Want to be Accountable to Shareholders [ 65 ]

 IV. Conclusion

Why is Hess Hess Does Not Want to be Accountable to Shareholders [ 67 ]

Lack of Accountability: A Vicious Cycle Lack of Accountability [ 68 ]

Truly Independent and Highly Qualified Directors Will Restore Accountability and Deliver Returns to Shareholders Underperformance of this magnitude and duration demands substantial change Name Credentials Relevance for Hess Rodney Chase Former Deputy Group Chief Executive, BP Former Chairman/CEO of BP America, CEO of Marketing & Refining, CEO of E&P Direct experience managing every major business at global integrated energy company Harvey Golub Former Chairman & CEO, American Express Former Non-Executive Chairman, AIG Mr. Golub’s refocusing of American Express in the 1990s has been called “one of the most impressive turnarounds of a large public corporation in history”(2) and led to over 750% share price appreciation during his tenure Karl Kurz Former COO, Anadarko Petroleum Helped lead major transformation at a large independent E&P: building a top-tier exploration capability, instilling capital discipline and improving operational focus Managed Anadarko’s onshore resource play development as SVP of US Onshore Led midstream and marketing operations as VP of Marketing David McManus Former EVP, Pioneer Natural Resources Former EVP at BG, President of ARCO Europe Oversaw value accretive divestiture of Pioneer’s international portfolio Presented substantial divestiture program to board and executed Evaluated both IPO in London and outright sale - pursued value maximizing path Mark Smith Current SVP & CFO, Ultra Petroleum Manages lowest-cost operator in resource play environment Monetized midstream assets via accretive REIT deal while maintaining strategic control Direct experience dealing with high-cost operator in resource play joint-venture Shareholder Nominees have the experience, independence and relevant expertise to deliver not just promise Hess Over (Under) Performance(1) [ 69 ] John Hess Tenure 17 Years 5-Year 4-Year 3-Year 2-Year 1-Year Proxy Peers (Under) / Over Performance (333)% (31)% (43)% (29)% (40)% (17)% Revised Proxy Peers (Under) / Over Performance (460)% (45)% (63)% (44)% (47)% (20)%

www.ReassessHess.com For Additional Information Contacts & Additional Information Investors Bruce H. Goldfarb / Pat McHugh / Geoff Sorbello Okapi Partners LLC Tel: +1-212-297-0720 info@okapipartners.com Press John Hartz Tel: +1-212-446-1872 Tel 2: +1-718-926-3503 jhartz@sloanepr.com [ 70 ]