SEC Filing | Hess Corporation

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10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2006


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-1204

HESS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)

13-4921002
(I.R.S. Employer Identification Number)

1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y.
(Address of Principal Executive Offices)

10036

(Zip Code)

(Registrant’s Telephone Number, Including Area Code is (212) 997-8500)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

At June 30, 2006, there were 280,526,337 shares of Common Stock outstanding.

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II- OTHER INFORMATION
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-3: RESTATED CERTIFICATE OF INCORPORATION
EX-4: FIVE-YEAR CREDIT AGREEMENT
EX-10: PERFORMANCE INCENTIVE PLAN FOR SENIOR OFFICERS
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)
(in millions of dollars, except per share data)


	Three Months				Six Months
	ended June 30				ended June 30
	2006		2005		2006		2005
REVENUES AND NON-OPERATING INCOME
Sales (excluding excise taxes) and other operating revenues	$	6,718	$	4,963	$	13,877	$	9,920
Non-operating income
Equity in income of HOVENSA L.L.C.		103		108		101		158
Gain on asset sales		80		—		369		18
Other, net		19		11		34		56


Total revenues and non-operating income		6,920		5,082		14,381		10,152


COSTS AND EXPENSES
Cost of products sold (excluding items shown separately below)		4,724		3,621		9,955		7,250
Production expenses		303		242		569		466
Marketing expenses		225		205		456		402
Exploration expenses, including dry holes and lease impairment		79		87		191		220
Other operating expenses		31		38		61		69
General and administrative expenses		134		86		239		171
Interest expense		44		54		101		115
Depreciation, depletion and amortization		283		261		548		515


Total costs and expenses		5,823		4,594		12,120		9,208


Income before income taxes		1,097		488		2,261		944
Provision for income taxes		532		189		1,001		426


NET INCOME	$	565	$	299	$	1,260	$	518


Preferred stock dividends		12		12		24		24


NET INCOME APPLICABLE TO COMMON STOCKHOLDERS	$	553	$	287	$	1,236	$	494


NET INCOME PER SHARE*
BASIC	$	2.01	$	1.06	$	4.49	$	1.82
DILUTED		1.79		.96		4.00		1.67

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (DILUTED)*		315.5		311.2		315.2		310.5

COMMON STOCK DIVIDENDS PER SHARE*	$	.10	$	.10	$	.20	$	.20


*		Weighted average number of shares and per-share amounts in all periods reflect the impact of a 3-for-1 stock split on May 31, 2006.

See accompanying notes to consolidated financial statements.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars, thousands of shares)


	June 30,
	2006			December 31,
	(Unaudited)			2005
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	486		$	315
Accounts receivable		3,046			3,655
Inventories		1,148			855
Other current assets		313			465

Total current assets		4,993			5,290


INVESTMENTS AND ADVANCES
HOVENSA L.L.C.		1,118			1,217
Other		183			172

Total investments and advances		1,301			1,389


PROPERTY, PLANT AND EQUIPMENT
Total — at cost		21,901			19,464
Less reserves for depreciation, depletion, amortization and lease impairment		10,219			9,952

Property, plant and equipment — net		11,682			9,512


NOTE RECEIVABLE		121			152
GOODWILL		1,249			977
DEFERRED INCOME TAXES		1,591			1,544
OTHER ASSETS		307			251


TOTAL ASSETS	$	21,244		$	19,115

LIABILITIES AND STOCKHOLDERS ‘ EQUITY

CURRENT LIABILITIES
Accounts payable	$	4,864		$	4,995
Accrued liabilities		1,146			1,029
Taxes payable		706			397
Short-term debt and current maturities of long-term debt		95			26

Total current liabilities		6,811			6,447


LONG-TERM DEBT		3,679			3,759
DEFERRED INCOME TAXES		2,011			1,401
ASSET RETIREMENT OBLIGATIONS		866			564
OTHER LIABILITIES		719			658

Total liabilities		14,086			12,829


STOCKHOLDERS’ EQUITY
Preferred stock, par value $1.00, 20,000 shares authorized
7% cumulative mandatory convertible series
Authorized and outstanding - 13,500 shares ($675 million liquidation preference)		14			14
3% cumulative convertible series
Authorized - 330 shares
Outstanding - 324 shares ($16 million liquidation preference)		—			—
Common stock*, par value $1.00
Authorized - 600,000 shares
Outstanding - 280,526 shares at June 30, 2006; 279,197 shares at December 31, 2005		281			279
Capital in excess of par value*		1,649			1,656
Retained earnings		7,094			5,914
Accumulated other comprehensive income (loss)		(1,880	)		(1,526	)
Deferred compensation		—			(51	)

Total stockholders’ equity		7,158			6,286


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	21,244		$	19,115


*		Common stock and Capital in excess of par value as of December 31, 2005 are restated to reflect the impact of a 3-for-1 stock split on May 31, 2006.

See accompanying notes to consolidated financial statements.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Six Months ended June 30
(in millions of dollars)


	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,260		$	518
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		548			515
Exploratory dry hole costs		40			133
Lease impairment		51			36
Pre-tax gain on asset sales		(369	)		(18	)
Provision (benefit) for deferred income taxes		191			(116	)
Distributed (undistributed) earnings of HOVENSA L.L.C., net		99			(46	)
Changes in other operating assets and liabilities		64			45


Net cash provided by operating activities		1,884			1,067


CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(2,095	)		(959	)
Proceeds from asset sales		444			3
Payment received on note receivable		31			30
Other		11			2


Net cash used in investing activities		(1,609	)		(924	)


CASH FLOWS FROM FINANCING ACTIVITIES
Increase in debt with maturities of 90 days or less		68			—
Debt with maturities of greater than 90 days
Borrowings		2			104
Repayments		(81	)		(153	)
Cash dividends paid		(108	)		(107	)
Stock options exercised		15			52


Net cash used in financing activities		(104	)		(104	)


NET INCREASE IN CASH AND CASH EQUIVALENTS		171			39

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		315			877


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	486		$	916

See accompanying notes to consolidated financial statements.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.		Basis of Presentation

		On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation (the Corporation).

		The financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Corporation’s consolidated financial position at June 30, 2006 and December 31, 2005 and the consolidated results of operations and the consolidated cash flows for the three- and six-month periods ended June 30, 2006 and 2005. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.

		Certain notes and other information have been condensed or omitted from these interim financial statements. These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes included in the Corporation’s Form 10-K for the year ended December 31, 2005.

2.		Stock Split

		On May 3, 2006, the Corporation’s shareholders voted to increase the number of authorized common shares from 200 million to 600 million and the board of directors declared a three-for-one stock split. The stock split was completed in the form of a stock dividend that was issued on May 31, 2006 to shareholders of record on May 17, 2006. The common share par value remained at $1.00 per share. All common share and per share amounts in these financial statements and notes are on an after-split basis for all periods presented.

3.		Acquisitions and Divestitures

		In January 2006, the Corporation, in conjunction with its Oasis Group partners, re-entered its former oil and gas production operations in the Waha concessions in Libya, in which the Corporation holds an 8.16% interest. The re-entry terms include a 25-year extension of the concessions and a payment in January 2006 by the Corporation to the Libyan National Oil Corporation of $260 million. The Corporation also accrued $106 million that will be paid in the fourth quarter of 2006, related to certain investments in fixed assets made by the Libyan National Oil Corporation since 1986. This transaction was accounted for as a business combination.

		The following table summarizes the preliminary allocation of the purchase price to assets and liabilities acquired (in millions):


Property, plant and equipment	$	366
Goodwill		236

Total assets acquired		602


Deferred tax liabilities		(236	)


Net assets acquired	$	366

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		The goodwill recorded in this transaction relates to the deferred tax liability recorded for the difference in book and tax bases of the assets acquired. The goodwill is not expected to be deductible for income tax purposes. Production from the Libyan operation averaged 23,000 barrels per day in the six months ended June 30, 2006 and liftings commenced in the second quarter. The primary reason for the Libyan investment was to acquire long-lived crude oil reserves.

		In January 2006, the Corporation acquired a 55% working interest in the deepwater section of the West Mediterranean Block 1 Concession (the West Med Block) in Egypt for $413 million. The Corporation has a 25-year development lease for the West Med Block, which contains four existing natural gas discoveries and additional exploration opportunities. This transaction was accounted for as an acquisition of assets.

		In the first quarter of 2006, the Corporation completed the sale of its interests in certain producing properties located in the Permian Basin in Texas and New Mexico for $358 million. This asset sale resulted in an after-tax gain of $186 million ($289 million before income taxes).

		In June 2006, the Corporation completed the sale of U.S. Gulf Coast onshore oil and gas producing assets for $86 million resulting in an after-tax gain of $50 million ($80 million before income taxes). These assets were producing at a combined net rate of approximately 2,600 barrels of oil equivalent per day.

4.		Inventories

		Inventories consist of the following (in millions):


	June 30,			December 31,
	2006			2005
Crude oil and other charge stocks	$	254		$	161
Refined and other finished products		1,518			1,149
Less LIFO adjustment		(853	)		(656	)

		919			654
Merchandise, materials and supplies		229			201

Total inventories	$	1,148		$	855

During the first quarter of 2005, the Corporation liquidated LIFO inventories, which decreased cost of products sold by approximately $11 million.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5.		Refining Joint Venture

		The Corporation accounts for its investment in HOVENSA L.L.C. using the equity method.

		Summarized financial information for HOVENSA follows (in millions):


	June 30,			December 31,
	2006			2005
Summarized balance sheet
Cash and short-term investments	$	544		$	875
Other current assets		861			814
Net fixed assets		2,033			1,950
Other long-term assets		46			39
Current liabilities		(973	)		(996	)
Long-term debt		(252	)		(252	)
Other long-term liabilities		(81	)		(57	)


Partners’ equity	$	2,178		$	2,373


	Three months						Six months
	ended June 30						ended June 30
	2006			2005			2006			2005
Summarized income statement

Total revenues	$	3,133		$	2,725		$	5,749		$	4,816
Costs and expenses		(2,925	)		(2,509	)		(5,544	)		(4,498	)


Net income	$	208		$	216		$	205		$	318


Hess Corporation’s share, before income taxes	$	103		$	108		$	101		$	158

		During the first half of 2006 and 2005, the Corporation received cash distributions from HOVENSA of $200 million and $112 million, respectively.

6.		Capitalized Exploratory Well Costs

		The following table discloses the net changes in capitalized exploratory well costs pending determination of proved reserves for the six months ended June 30, 2006 (in millions):


Beginning balance at January 1	$	244
Additions to capitalized exploratory well costs pending the determination of proved reserves		238
Reclassifications to wells, facilities, and equipment based on the determination of proved reserves		(141	)

Ending balance at June 30	$	341

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		Capitalized exploratory well costs greater than one year old after completion of drilling were $61 million as of June 30, 2006 and $150 million as of December 31, 2005.

7.		Long-Term Debt

		In May 2006, the Corporation amended and restated its existing syndicated, revolving credit facility to increase the credit line to $3 billion from $2.5 billion and extend the term to May 2011 from December 2009. The facility can be used for borrowings and letters of credit. Current borrowings under the amended facility bear interest at .525% above the London Interbank Offered Rate and a facility fee of .125% per annum is payable on the amount of the credit line. The interest rate and facility fee are subject to adjustment if the Corporation’s credit rating changes. The restrictions on the amount of total borrowings and cash dividends remain unchanged.

		Capitalized interest on development projects amounted to the following (in millions):


	Three months				Six months
	ended June 30				ended June 30
	2006		2005		2006		2005
Capitalized interest	$	26	$	22	$	50	$	36

8.		Foreign Currency

		Pre-tax foreign currency gains (losses) amounted to the following (in millions):


	Three months					Six months
	ended June 30					ended June 30
	2006		2005			2006		2005
Foreign currency gains (losses)	$	3	$	(9	)	$	13	$	(6	)

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9.		Pension Plans

		Components of pension expense consisted of the following (in millions):


	Three months						Six months
	ended June 30						ended June 30
	2006			2005			2006			2005
Service cost	$	9		$	7		$	17		$	14
Interest cost		16			14			32			28
Expected return on plan assets		(16	)		(14	)		(31	)		(27	)
Amortization of prior service cost		1			1			1			1
Amortization of net loss		6			6			12			12

Pension expense	$	16		$	14		$	31		$	28

		In 2006, the Corporation expects to contribute $40 million to its funded pension plans and $20 million to the trust established for its unfunded pension plan. Through June 30, 2006, the Corporation contributed $24 million to its funded pension plans and $20 million to the trust for its unfunded pension plan.

10.		Stock-based Compensation

		Effective January 1, 2006, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 123R, Share-Based Payment (FAS 123R). This standard requires that all stock based compensation to employees, including grants of stock options, be expensed over the vesting period. Awards of restricted common stock were expensed over the vesting period under previous accounting requirements and will continue to be expensed under FAS 123R. The Corporation records compensation expense for both stock options and restricted stock on a straight-line basis over the vesting period.

		The Corporation adopted FAS 123R using the modified prospective application method. Under this method, compensation cost includes expense for restricted stock, previously awarded unvested stock options outstanding at January 1, 2006 based on the grant date fair-values used for disclosure purposes under previous accounting requirements, and stock options awarded subsequent to January 1, 2006 determined under the provisions of FAS 123R. For the six months ended June 30, 2006, stock-based compensation expense was $31 million ($20 million after income taxes), of which $14 million ($9 million after income taxes) related to stock options and the remainder related to restricted stock. Stock option expense recorded in the first half of 2006 reduced basic and diluted earnings per share by $.03 per share. The cumulative effect on prior years of this change in accounting principle was immaterial.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Corporation’s stock option activity in the first half of 2006 consisted of the following:


				Weighted Average
	Options			Exercise Price Per Share
	(Thousands)
Outstanding at January 1, 2006		11,451		$	24.09
Granted		2,753			49.47
Exercised		(463	)		23.01
Forfeited		(36	)		31.62

Outstanding at June 30, 2006		13,705		$	29.20

Exercisable at June 30, 2006		7,561		$	21.95

		The intrinsic value of outstanding options and exercisable options at June 30, 2006 was $324 million and $234 million, respectively. At June 30, 2006, assuming forfeitures of 2% per year, the number of outstanding options that are expected to vest is 13,516,000 shares with a weighted average exercise price of $29.05 per share. At June 30, 2006 the weighted average remaining term of exercisable options was 6 years and the remaining term of all outstanding options was 7 years.

		The Corporation uses the Black-Scholes model to estimate the fair value of employee stock options. The following weighted average assumptions were utilized for stock options awarded for the six months ended June 30:


	2006			2005
Risk free interest rate		4.52	%		3.93	%
Stock price volatility		.321			.300
Dividend yield		.81	%		1.34	%
Expected term in years		5			7
Weighted average fair value per option granted	$	16.50		$	10.11

		The assumption above for the risk free interest rate is based on the expected terms of the options and is obtained from published sources. The stock price volatility is determined from historical experience using the same period as the expected terms of the options. The expected stock option term is based on historical exercise patterns and the expected future holding period.

		The Corporation’s restricted stock activity in the first half of 2006 consisted of the following:


	Shares of Restricted			Weighted-Average
	Common Stock Awarded			Price on Date of Grant
	(Thousands)
Outstanding at January 1, 2006		4,363		$	22.32
Granted		921			50.55
Distributed		(84	)		27.13
Forfeited		(39	)		22.49

Outstanding at June 30, 2006		5,161		$	27.28

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

At June 30, 2006, the number of common shares reserved for issuance under the 1995 Long-Term Incentive Plan is as follows (in thousands):


Future awards of restricted stock and stock options			11,772
Stock options outstanding			13,705

			25,477

		Based on restricted stock and stock option awards outstanding at June 30, 2006, unearned compensation expense, before income taxes, will be recognized as follows: remainder of 2006 — $35 million, 2007 — $55 million and 2008 — $32 million.

		If FAS 123R had been adopted on January 1, 2005, pro-forma net income for the first half of 2005 would have been $508 million (compared with reported net income of $518 million) and diluted earnings per share would have been $1.64 per share (compared with reported diluted earnings per share of $1.67).

11.		Provision for Income Taxes

		The provision for income taxes consisted of the following (in millions):


	Three months					Six months
	ended June 30					ended June 30
	2006		2005			2006		2005
Current	$	462	$	259		$	811	$	542
Deferred		70		(65	)		190		(111	)
Adjustment of deferred tax liability for foreign income tax rate change		—		(5	)		—		(5	)

Total	$	532	$	189		$	1,001	$	426

		In the first quarter of 2005, the Corporation recorded an income tax charge of $41 million related to the repatriation of $1.3 billion of foreign earnings under the American Jobs Creation Act of 2004.

12.		Stockholders’ Equity and Weighted Average Common Shares

		At June 30, 2006, the Corporation has outstanding 13,500,000 shares of 7% cumulative mandatory convertible preferred stock (“7% Preferred”). The 7% Preferred have a liquidation preference of $675 million ($50 per share). After adjustment for the stock split, the following conversion terms apply to the 7% Preferred. Each 7% Preferred share will automatically convert on December 1, 2006 into 2.4915 to 3.0897 shares of common stock, depending on the average closing price of the Corporation’s common stock over a 20-day period before conversion. The conversion rate will be 2.4915 shares of common stock for each share of 7% Preferred, if the common stock price is $20.07 or greater, and up to 3.0897 shares of common stock for each preferred share, if the common stock price is lower. Holders of the 7% Preferred have the right to convert their shares at any time prior to December 1, 2006 at the rate of 2.4915 shares of common stock for each preferred share converted.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		At June 30, 2006, the Corporation has outstanding 323,715 shares of 3% cumulative convertible preferred stock (“3% Preferred”) which carry a liquidation value of $16 million ($50 per share). After adjustment for the stock split, each share of the 3% Preferred is convertible at the option of the holder into 1.8783 shares of common stock.

		The weighted average number of common shares used in the basic and diluted earnings per share computations are as follows (in thousands):


	Three months				Six months
	ended June 30				ended June 30
	2006		2005(*)		2006		2005(*)
Common shares – basic		275,215		272,134		275,121		271,658
Effect of dilutive securities
Convertible preferred stock		34,243		34,249		34,243		34,249
Stock options		3,346		2,220		3,194		2,100
Restricted common stock		2,706		2,570		2,606		2,443

Common shares – diluted		315,510		311,173		315,164		310,450


(*)		Restated for three-for-one stock split issued on May 31, 2006.

13.		Comprehensive Income

		Comprehensive income (loss) was as follows (in millions):


	Three months						Six months
	ended June 30						ended June 30
	2006			2005			2006			2005
Net income	$	565		$	299		$	1,260		$	518
Deferred gains (losses) on cash flow hedges, after tax
Effect of hedge losses recognized in income		94			222			155			417
Net change in fair value of cash flow hedges		(270	)		(279	)		(542	)		(1,236	)
Change in foreign currency translation adjustment		24			(11	)		33			(24	)


Comprehensive income (loss)	$	413		$	231		$	906		$	(325	)

		The Corporation reclassifies hedging gains and losses included in other comprehensive income (loss) to earnings at the time the hedged transactions are recognized. Hedging decreased Exploration and Production results by $83 million ($128 million before income taxes) in the second quarter of 2006 and $231 million ($363 million before income taxes) in the second quarter of 2005. Hedging decreased Exploration and Production results by $147 million ($229 million before income taxes) in the six months ended June 30, 2006 and $426 million ($671 million before income taxes) in the six months ended June 30, 2005.

		At June 30, 2006, accumulated other comprehensive income (loss) included after-tax unrealized deferred losses of $1,689 million primarily related to crude oil contracts used as hedges of future Exploration and Production sales. The pre-tax amount of deferred hedge losses is reflected in accounts payable and the related income tax benefits are recorded as deferred tax assets on the balance sheet.

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14.		Segment Information

		The Corporation’s results by operating segment were as follows (in millions):


	Three months						Six months
	ended June 30						ended June 30
	2006			2005			2006			2005
Operating revenues
Exploration and Production (*)	$	1,769		$	1,082		$	3,349		$	2,158
Marketing and Refining		5,014			3,965			10,691			7,930

Total (**)	$	6,783		$	5,047		$	14,040		$	10,088


Net income (loss)
Exploration and Production	$	501		$	263		$	1,207		$	526
Marketing and Refining		121			98			170			161
Corporate, including interest		(57	)		(62	)		(117	)		(169	)

Total	$	565		$	299		$	1,260		$	518


(*)		Includes transfers to affiliates of $65 million and $84 million for the three months ended June 30, 2006 and June 30, 2005, respectively, and $163 million and $168 million for the six months ended June 30, 2006 and June 30, 2005, respectively.

(**)		Operating revenues are reported net of excise and similar taxes of approximately $449 million and $446 million for the three months ended June 30, 2006 and June 30, 2005, respectively, and $906 million and $948 million for the six months ended June 30, 2006 and June 30, 2005, respectively.

Identifiable assets by operating segment were as follows (in millions):


	June 30,		December 31,
	2006		2005
Identifiable assets
Exploration and Production	$	13,407	$	10,961
Marketing and Refining		5,767		6,337
Corporate		2,070		1,817

Total	$	21,244	$	19,115

15.		Subsequent Event

		In July 2006, the United Kingdom enacted an additional 10% supplementary tax on petroleum operations with an effective date of January 1, 2006. As a result, the Corporation will record a charge in the third quarter of approximately $105 million. This charge includes a provision of approximately $60 million representing the incremental tax on earnings for the first half of the year and a charge of approximately $45 million to adjust the deferred tax liability in the U.K.

PART I — FINANCIAL INFORMATION (CONT’D.)


Item 2.		Management’s Discussion and Analysis of Results of Operations and Financial Condition.

Overview

On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation (the Corporation) and declared a three-for-one stock split in the form of a stock dividend that was issued on May 31, 2006. The Corporation is a global integrated energy company that operates in two segments, Exploration and Production and Marketing and Refining. The Exploration and Production segment explores for, develops, produces and sells crude oil and natural gas. The Marketing and Refining segment manufactures, purchases, trades and markets refined petroleum products and other energy products. Net income was $565 million for the second quarter of 2006, compared with $299 million for the second quarter of 2005.

Exploration and Production: Exploration and Production net income was $501 million for the second quarter of 2006, compared with $263 million in the second quarter of 2005. Worldwide crude oil and natural gas production was 354,000 barrels of oil equivalent per day (boepd) in the second quarter of 2006 compared with 355,000 boepd in the same period of 2005. The Corporation anticipates that its production for the full year of 2006 will average between 360,000 and 370,000 boepd.

The following is an update of Exploration and Production activities during the second quarter of 2006:

	•		In June, production commenced at the Atlantic and Cromarty natural gas fields in the United Kingdom and averaged 13,000 Mcf per day in the second quarter. The fields are currently producing at a rate of approximately 80,000 Mcf net to Hess.

	•		The Shenzi oil and gas field in the deepwater Gulf of Mexico was sanctioned by the operator and first oil is expected in 2009.

	•		An exploration well on the Pony Prospect in the deepwater Gulf of Mexico encountered 475 feet of oil saturated sandstone in Miocene age reservoirs. The Corporation is also drilling the Ouachita and Alsace prospects and an appraisal well at its Tubular Bells discovery.

	•		In June 2006, the Corporation completed the sale of U.S. Gulf Coast onshore oil and gas producing assets for $86 million resulting in an after-tax gain of $50 million. These assets were producing at a combined net rate of approximately 2,600 barrels of oil equivalent per day.

PART I — FINANCIAL INFORMATION (CONT’D.)

Overview (Continued)

Marketing and Refining: Marketing and Refining earnings were $121 million for the second quarter of 2006, compared with $98 million in the second quarter of 2005.

In June 2006, the Corporation acquired energy marketing customer accounts and related assets to expand the Corporation’s natural gas and electric sales in the Northeast.

Corporate: In May 2006, the Corporation amended and restated its existing syndicated, revolving credit facility to increase the facility to $3 billion from $2.5 billion and extend the term to May 2011 from December 2009.

Results of Operations

The after-tax results by major operating activity were as follows (in millions, except per share data):


	Three months						Six months
	ended June 30						ended June 30
	2006			2005			2006			2005
Exploration and Production	$	501		$	263		$	1,207		$	526
Marketing and Refining		121			98			170			161
Corporate		(29	)		(28	)		(52	)		(97	)
Interest expense		(28	)		(34	)		(65	)		(72	)

Net income	$	565		$	299		$	1,260		$	518

Net income per share (diluted)	$	1.79		$	0.96		$	4.00		$	1.67

Items Affecting Comparability Between Periods

The following items of income (expense), on an after-tax basis, affect the comparability of earnings between periods (in millions):


	Three months						Six months
	ended June 30						ended June 30
	2006			2005			2006			2005
Exploration and Production
Gains from asset sales	$	50		$	—		$	236		$	11
Accrued office closing costs		(18	)		—			(18	)		—
Income tax adjustments		—			11			—			11
Legal settlement		—			—			—			11
Corporate
Tax on repatriated earnings		—			—			—			(41	)
Premiums on bond repurchases		—			(7	)		—			(7	)

	$	32		$	4		$	218		$	(15	)

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

The net gain from asset sales in the second quarter of 2006 relates to the sale of U.S. Gulf Coast onshore oil and gas producing assets ($80 million before income taxes). In the second quarter of 2006, the Corporation also recorded an after-tax charge for vacated leased office space ($30 million before income taxes, recorded in general and administrative expenses). The net gain from asset sales for the six months ended June 30, 2006 also reflects the disposition of certain producing properties located in the Permian Basin in Texas and New Mexico ($289 million before income taxes).

Earnings in the second quarter of 2005 include income tax benefits of $11 million, reflecting the effect on deferred income taxes of a reduction in the income tax rate in Denmark and a tax settlement in the United Kingdom. Second quarter 2005 results also include a charge of $7 million ($10 million before income taxes) for premiums on bond repurchases. The first half of 2005 also includes a net gain of $11 million ($18 million before income taxes) on the disposition of a mature North Sea asset, a net gain of $11 million ($19 million before income taxes) for a legal settlement reflecting the favorable resolution of contingencies on a prior year asset sale, and an income tax charge of $41 million related to the repatriation of $1.3 billion of foreign earnings under the American Jobs Creation Act of 2004.

In the discussion that follows, the financial effects of certain transactions are disclosed on an after-tax basis. Management reviews segment earnings on an after-tax basis and uses after-tax amounts in its review of variances in segment earnings. Management believes that after-tax amounts are a preferable method of explaining variances in earnings, since they show the entire effect of a transaction rather than only the pre-tax amount. After-tax amounts are determined by applying the appropriate income tax rate in each tax jurisdiction to pre-tax amounts.

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

Comparison of Results

Exploration and Production

Following is a summarized income statement of the Corporation’s Exploration and Production operations (in millions):


	Three months					Six months
	ended June 30					ended June 30
	2006		2005			2006		2005
Sales and other operating revenues	$	1,625	$	1,038		$	3,177	$	2,068
Non-operating income (expense)		92		(1	)		392		46

Total revenues		1,717		1,037			3,569		2,114

Costs and expenses
Production expenses, including related taxes		303		242			569		466
Exploration expenses, including dry holes and lease impairment		79		87			191		220
General, administrative and other expenses		72		35			117		66
Depreciation, depletion and amortization		267		247			517		488

Total costs and expenses		721		611			1,394		1,240


Results of operations before income taxes		996		426			2,175		874
Provision for income taxes		495		163			968		348


Results of operations	$	501	$	263		$	1,207	$	526

After considering the items affecting comparability between periods, the remaining changes in Exploration and Production earnings are primarily attributable to changes in selling prices, sales volumes and operating costs and exploration expenses, as discussed below.

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

Selling prices: Higher average selling prices of crude oil and natural gas and reduced crude oil hedge positions increased Exploration and Production revenues by approximately $635 million in the second quarter and $1,215 million in the first half of 2006 compared with the corresponding periods of 2005. The Corporation’s average selling prices were as follows:


	Three months				Six months
	ended June 30				ended June 30
Average selling prices	2006		2005		2006		2005
Crude oil — per barrel (including hedging)
United States	$	64.53	$	32.44	$	60.81	$	32.31
Europe		60.63		33.22		57.69		32.30
Africa		53.04		28.43		50.01		29.33
Asia and other		68.64		51.78		63.54		49.44
Worldwide		59.00		32.47		56.21		31.90

Crude oil — per barrel (excluding hedging)
United States	$	64.53	$	47.83	$	60.81	$	46.49
Europe		63.27		50.10		59.95		48.60
Africa		67.18		47.27		64.89		45.93
Asia and other		68.64		51.78		63.54		49.44
Worldwide		65.03		49.01		61.72		47.45

Natural gas liquids — per barrel
United States	$	47.35	$	34.98	$	45.87	$	33.94
Europe		47.44		35.49		47.33		33.69
Worldwide		47.38		35.14		46.30		33.86

Natural gas — per Mcf
United States	$	6.23	$	6.47	$	7.00	$	6.30
Europe		5.55		4.60		7.06		5.03
Asia and other		3.85		3.95		3.87		3.95
Worldwide		5.06		4.92		5.91		5.15

Crude oil hedges reduced Exploration and Production earnings by $83 million and $147 million in the second quarter and first half of 2006 ($128 million and $229 million before income taxes). Crude oil hedges reduced Exploration and Production earnings by $231 million and $426 million in the second quarter and first half of 2005 ($363 million and $671 million before income taxes).

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

Sales and production volumes: The Corporation’s crude oil and natural gas production, on a barrel of oil equivalent basis was 354,000 boepd in the second quarter of 2006 compared with 355,000 boepd in the same period of 2005. Production in the first half of 2006 was 357,000 boepd compared with 356,000 boepd in the first half of 2005. The Corporation anticipates that its production for the full year of 2006 will average between 360,000 and 370,000 boepd. The Corporation’s net daily worldwide production by region was as follows (in thousands):


	Three months				Six months
	ended June 30				ended June 30
	2006		2005		2006		2005
Crude oil (barrels per day)
United States		38		47		40		48
Europe		110		117		111		118
Africa		84		68		84		67
Asia and other		12		7		10		6

Total		244		239		245		239


Natural gas liquids (barrels per day)
United States		10		14		9		13
Europe		4		5		4		6

Total		14		19		13		19


Natural gas (Mcf per day)
United States		117		148		120		156
Europe		244		289		262		312
Asia and other		214		138		211		121

Total		575		575		593		589


Barrels of oil equivalent per day(*)		354		355		357		356


(*)		Natural gas production is converted assuming six Mcf equals one barrel.

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

Crude oil and natural gas production in the United States was lower in the second quarter and first half of 2006 due to asset sales, natural decline and decreased production caused by hurricanes in 2005. Production in Europe was lower due to increased maintenance and natural decline, partially offset by increased production from Russia and the Atlantic and Cromarty natural gas fields in the United Kingdom, which commenced production in June. Increased crude oil production in Africa in the second quarter and first half of 2006 was primarily due to production from Libya. Natural gas production in Asia was higher due to increased production from Block A-18 in the Joint Development Area between Malaysia and Thailand (JDA).

Lower crude oil and natural gas sales volumes reduced Exploration and Production revenues by approximately $50 million in the second quarter and $110 million in the first half of 2006 compared with the corresponding periods of 2005.

Operating costs and depreciation, depletion and amortization: Cash operating costs, consisting of production expenses and general and administrative expenses, totaled $345 million and $656 million in the second quarter and first half of 2006, an increase of $68 million and $124 million, respectively, from the corresponding periods of 2005. The increase reflects higher production taxes resulting from higher oil prices, higher maintenance and repair costs and increased costs of services and materials. Depreciation, depletion and amortization charges increased in 2006 reflecting higher per barrel rates.

Exploration expenses: Exploration expenses were $79 million and $191 million in the second quarter and first half of 2006, a decrease of $8 million and $29 million, from 2005. The decrease principally reflects lower dry hole costs, partially offset by higher seismic expense.

Income Taxes: The effective income tax rate for Exploration and Production operations in the first half of 2006 was 46% compared with 41% in the first half of 2005. The increase is primarily due to income taxes on sales of Libyan crude oil. In July 2006, the United Kingdom enacted an additional 10% supplementary tax on petroleum operations with an effective date of January 1, 2006. As a result, we will record a charge in the third quarter of approximately $105 million. This charge includes a provision of approximately $60 million representing the incremental tax on earnings for the first half of the year and a charge of approximately $45 million to adjust the deferred tax liability in the U.K. Excluding this special charge for the change in U.K. supplementary tax, we expect the Exploration & Production effective rate for the year to be in the range of 50% to 53%.

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

The Corporation’s future Exploration and Production earnings may be impacted by external factors, such as political risk, volatility in the selling prices of crude oil and natural gas, reserve and production changes, industry cost inflation, exploration expenses, the effects of weather and changes in foreign exchange and income tax rates.

Marketing and Refining

Earnings from Marketing and Refining activities amounted to $121 million in the second quarter of 2006 compared with $98 million in the corresponding period of 2005. Earnings from Marketing and Refining activities amounted to $170 million in the first half of 2006 compared with $161 million in the corresponding period of 2005. The Corporation’s downstream operations include HOVENSA L.L.C. (HOVENSA), a 50% owned refining joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA). Additional Marketing and Refining activities include a fluid catalytic cracking facility in Port Reading, New Jersey, as well as retail gasoline stations, energy marketing and trading operations.

Refining: Refining earnings, which consist of the Corporation’s share of HOVENSA’s results, Port Reading earnings, interest income on the note receivable from PDVSA and other miscellaneous items, were $107 million in the second quarter of 2006 and $127 million in the first half of 2006 compared with $77 million in the second quarter and $119 million in the first half of 2005.

The Corporation’s share of HOVENSA’s income after income taxes was $63 million in the second quarter of 2006 compared with income of $66 million in the second quarter of 2005. The decrease was primarily due to lower charge rates, resulting from a combination of planned and unplanned maintenance. For the first half of 2006, the Corporation’s share of HOVENSA’s after-tax income was $62 million compared with $97 million in the first half of 2005, reflecting lower charge rates.

Interest income after income taxes on the PDVSA note was $2 million in the second quarter and $5 million in the first half of 2006 compared with $3 million in the second quarter and $7 million in the first half of 2005. At June 30, 2006, the remaining balance of the PDVSA note was $182 million, which is scheduled to be fully repaid by February 2009.

Port Reading’s after tax earnings were $40 million in the second quarter and $59 million in the first half of 2006 compared with $7 million in the second quarter and $14 million in the first half of 2005. The increase reflects higher margins and sales volumes. In the first quarter of 2005, the Port Reading facility was shutdown for planned maintenance.

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

The following table summarizes refinery capacity and utilization rates:


			Refinery utilization
	Refinery		Three months						Six months
	capacity		ended June 30						ended June 30
	(thousands of		2006			2005			2006			2005
	barrels per day)
HOVENSA
Crude		500		85.9	%		100.1	%		85.0	%		95.0	%
Fluid catalytic cracker		150		87.3	%		93.3	%		76.9	%		75.3	%
Coker		58		73.2	%		100.9	%		79.4	%		96.9	%
Port Reading		65		96.9	%		89.2	%		97.8	%		72.8	%

Marketing: Marketing earnings, which consist principally of retail gasoline and energy marketing activities, were $15 million in the second quarter of 2006 and $28 million in the first half of 2006 compared with $14 million in the second quarter and $27 million in the first half of 2005. Retail gasoline operations generated losses in the second quarter and first half of 2006 as wholesale prices rose more quickly than retail prices. Retail gasoline operations were slightly profitable in the second quarter of 2005, but generated a loss in the first half of 2005. Earnings from energy marketing activities increased slightly in the second quarter and first half of 2006 compared with the corresponding periods of 2005. Total refined product sales volumes were 466,000 barrels per day in the first half of 2006 and 448,000 barrels per day in the first half of 2005.

The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions for its own account. The Corporation’s after-tax results from trading activities, including its share of the earnings of the trading partnership, amounted to a loss of $1 million in the second quarter of 2006 and income of $15 million in the first half of 2006 compared with earnings of $7 million in the second quarter and $15 million in the first half of 2005.

The Corporation’s future Marketing and Refining earnings may be impacted by volatility in marketing and refining margins, competitive industry conditions, government regulatory changes, credit risk and supply and demand factors, including the effects of weather.

Corporate

After-tax corporate expenses were $29 million in the second quarter of 2006 and $52 million in the first half of 2006 compared with $28 million in the second quarter and $97 million in the first half of 2005. Results for the second quarter of 2005 include net expenses of $7 million ($10 million before income taxes) for premiums on bond repurchases. The results for the first half of 2005 also include an income tax charge of $41 million related to repatriation of foreign earnings under the American Jobs Creation Act of 2004. Excluding these items, the increase in corporate expenses in 2006 compared to 2005 reflects the expensing of stock options commencing January 1, 2006 and increases in the costs of insurance and other employee benefit costs.

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (Continued)

Interest

Interest expense was as follows (in millions):


	Three months				Six months
	ended June 30				ended June 30
	2006		2005		2006		2005
Total interest incurred	$	70	$	76	$	151	$	151
Less capitalized interest		26		22		50		36

Interest expense before income taxes		44		54		101		115
Less income taxes		16		20		36		43

After-tax interest expense	$	28	$	34	$	65	$	72

After-tax interest expense for the full year of 2006 is anticipated to be lower than the 2005 amount, primarily due to increased capitalized interest and lower average interest rates on outstanding borrowings.

Sales and Other Operating Revenues

Sales and other operating revenues increased by 35% in the second quarter and 40% in the first half of 2006 compared with the corresponding periods of 2005. This increase principally reflects increased selling prices of crude oil, natural gas and refined products and reduced crude oil hedge positions. The increase in cost of goods sold reflects the increased costs of refined products purchased.

Liquidity and Capital Resources

The following table sets forth certain relevant measures of the Corporation’s liquidity and capital resources (in millions, except ratios):


	June 30,			December 31,
	2006			2005
Cash and cash equivalents	$	486		$	315
Short-term debt and current maturities of long-term debt		95			26
Total debt		3,774			3,785
Stockholders’ equity		7,158			6,286
Debt to capitalization ratio*		34.5	%		37.6	%


*		Total debt as a percentage of the sum of total debt plus stockholders’ equity.

PART I — FINANCIAL INFORMATION (CONT’D.)

Liquidity and Capital Resources (Continued)

Cash Flows: The following table sets forth a summary of the Corporation’s cash flows (in millions):


	Six months ended
	June 30
	2006			2005
Net cash provided by (used in):
Operating activities	$	1,884		$	1,067
Investing activities		(1,609	)		(924	)
Financing activities		(104	)		(104	)

Net increase (decrease) in cash and cash equivalents	$	171		$	39

Operating Activities: Net cash provided by operating activities including changes in operating assets and liabilities totaled $1,884 million in the first half of 2006, an increase of $817 million compared with the same period of 2005, reflecting higher earnings and an increased distribution from HOVENSA. In the first half of 2006, the Corporation received a cash distribution of $200 million from HOVENSA compared with $112 million in 2005.

Investing Activities: The following table summarizes the Corporation’s capital expenditures (in millions):


	Six months ended
	June 30
	2006		2005
Exploration and Production
Exploration	$	345	$	118
Production and development		982		727
Asset acquisitions, including undeveloped lease costs		693		66

		2,020		911
Marketing and Refining		75		48

Total	$	2,095	$	959

Capital expenditures in the first half of 2006 include payments of $260 million related to the Corporation’s re-entry into its former oil and gas production operations in the Waha concessions in Libya and $413 million to acquire a 55% working interest in the West Med Block in Egypt.

Proceeds from asset sales totaled $444 million in the first half of 2006, including the sale of the Corporation’s interests in certain producing properties in the Permian Basin and onshore Gulf Coast. Proceeds from asset sales totaled $3 million in the first half of 2005.

Financing Activities: The Corporation reduced debt by $11 million during the first half of 2006 compared with $49 million in the first half of 2005. Dividends paid were $108 million in the first half of 2006 compared with $107 million in the first half of 2005. During the first half of 2006, the Corporation received proceeds related to the exercise of stock options totaling $15 million compared with $52 million in the same period of 2005.

PART I — FINANCIAL INFORMATION (CONT’D.)

Liquidity and Capital Resources (Continued)

Future Capital Requirements and Resources: The Corporation anticipates that its capital and exploratory expenditures, excluding additional acquisitions, will be approximately $4.1 billion to $4.3 billion during 2006. The Corporation expects that it will fund its 2006 operations, including capital expenditures, dividends, pension contributions and required debt repayments, with existing cash on-hand and cash flow from operations. If necessary, unused borrowing capacity is available on the revolving credit facility.

In May 2006, the Corporation amended and restated its existing syndicated, revolving credit facility to increase the credit line to $3 billion from $2.5 billion and extend the term to May 2011 from December 2009. The facility can be used for borrowings and letters of credit. Current borrowings under the amended facility bear interest at .525% above the London Interbank Offered Rate and a facility fee of .125% per annum is payable on the amount of the credit line. The interest rate and facility fee are subject to adjustment if the Corporation’s credit rating changes. The restrictions on the amount of total borrowings and cash dividends remain unchanged.

A loan agreement covenant allows the Corporation to borrow up to an additional $8.2 billion for the construction or acquisition of assets at June 30, 2006. The maximum amount of dividends or stock repurchases that can be paid from borrowings under this covenant is $3.1 billion at June 30, 2006.

Outstanding letters of credit, principally relating to hedging activities were as follows (in millions):


	June 30,		December 31,
	2006		2005
Lines of Credit
Revolving credit facility	$	312	$	28
Committed short-term letter of credit facilities		1,875		1,675
Uncommitted lines		1,033		982

	$	3,220	$	2,685

At June 30, 2006, the Corporation has $2,138 million available under the amended and restated revolving credit facility and has additional unused lines of credit of $785 million, primarily for letters of credit, under uncommitted arrangements with banks. The Corporation also has a shelf registration under which it may issue additional debt securities, warrants, common stock or preferred stock.

PART I — FINANCIAL INFORMATION (CONT’D.)

Liquidity and Capital Resources (Continued)

Off-Balance Sheet Arrangements: The Corporation has leveraged leases not included in its balance sheet, primarily related to retail gasoline stations that the Corporation operates. The net present value of these leases is $480 million at June 30, 2006. The Corporation’s June 30, 2006 debt to capitalization ratio would increase from 34.5% to 37.3% if the leases were included as debt.

Contingencies and Other: At January 1, 2006, the Corporation had an accrual of $31 million for the costs of vacated office space. In the first half of 2006, the Corporation recorded an additional $30 million charge for vacated leased office space ($18 million after income taxes) and made payments of $5 million. At June 30, 2006, the Corporation had a remaining accrual of $56 million for vacated office space.

The Corporation guarantees the payment of up to 50% of HOVENSA’s crude oil purchases from suppliers other than PDVSA. At June 30, 2006, the guarantee amounted to $377 million. This amount fluctuates based on the volume of crude oil purchased and related prices. In addition, the Corporation has agreed to provide funding up to a maximum of $15 million to the extent HOVENSA does not have funds to meet its senior debt obligations.

In December 2005, the Minerals Management Service (MMS) issued an order to the Corporation to pay royalties on certain deep water exploration leases in the Gulf of Mexico held by the Corporation subject to the Deep Water Royalty Relief Act of 1995. The Corporation is paying all royalties as demanded by the MMS for these leases.

Stock Split

On May 3, 2006, the Corporation’s shareholders voted to increase the number of authorized common shares from 200 million to 600 million and the board of directors declared a three-for-one stock split. The stock split was completed in the form of a stock dividend that was issued on May 31, 2006 to shareholders of record on May 17, 2006. The common share par value remained at $1.00 per share. All common share and per share amounts in the financial statements and notes and management’s discussion and analysis are on an after-split basis for all periods presented.

PART I — FINANCIAL INFORMATION (CONT’D.)

New Accounting Pronouncements

Effective January 1, 2006, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 123R, Share-Based Payment (FAS 123R). This standard requires that the fair value of all stock based compensation to employees, including grants of stock options, be expensed over the vesting period. Through December 31, 2005, the Corporation used the intrinsic value method to account for employee stock options. Because the exercise prices of employee stock options equaled or exceeded the market price of the stock on the date of grant, the Corporation did not recognize compensation expense under the intrinsic value method. See Note 10 to the consolidated financial statements.

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 prescribes the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Corporation is currently evaluating the requirements and will adopt the provisions of FIN 48 on January 1, 2007.

Market Risk Disclosure

In the normal course of its business, the Corporation is exposed to commodity risks related to changes in the price of crude oil, natural gas, refined products and electricity, as well as to changes in interest rates and foreign currency values. In the disclosures that follow, these operations are referred to as non-trading activities. The Corporation also has trading operations, principally through a 50% voting interest in a trading partnership. These activities are also exposed to commodity risks primarily related to the prices of crude oil, natural gas and refined products.

Instruments: The Corporation primarily uses forward commodity contracts, foreign exchange forward contracts, futures, swaps, options and energy commodity based securities in its non-trading and trading activities. Generally, these contracts are widely traded instruments with standardized terms.

Value-at-Risk: The Corporation uses value-at-risk to monitor and control commodity risk within its trading and non-trading activities. The value-at-risk model uses historical simulation and the results represent the potential loss in fair value over one day at a 95% confidence level. The model captures both first and second order sensitivities for options. The potential change in fair value based on commodity price risk is presented in the non-trading and trading sections below.

PART I — FINANCIAL INFORMATION (CONT’D.)

Market Risk Disclosure (Continued)

Non-Trading: The Corporation’s Exploration and Production segment uses derivative instruments to fix the selling prices of a portion of its future production and the related gains or losses are an integral part of its selling prices. Following is a summary of the Corporation’s outstanding crude oil hedges at June 30, 2006:


	Brent Crude Oil
	Average		Thousands
	Selling		of Barrels
Maturities	Price		per Day
2006
Third quarter	$	27.96		30
Fourth quarter		27.75		30
2007		25.85		24
2008		25.56		24
2009		25.54		24
2010		25.78		24
2011		26.37		24
2012		26.90		24

There were no hedges of WTI crude oil or natural gas production at June 30, 2006. As market conditions change, the Corporation may adjust its hedge positions. The Corporation also markets energy commodities including refined petroleum products, natural gas and electricity. The Corporation uses derivative instruments to manage the risk in its marketing activities.

Accumulated other comprehensive income (loss) at June 30, 2006 includes after-tax unrealized deferred losses of $1,689 million primarily related to crude oil contracts used as hedges of Exploration and Production sales. The pre-tax amount of deferred hedge losses is reflected in accounts payable and the related income tax benefits are recorded as deferred tax assets on the balance sheet.

The Corporation estimates that at June 30, 2006, the value-at-risk for commodity related derivatives that are settled in cash and used in non-trading activities was $79 million ($93 million at December 31, 2005). The results may vary from time to time as hedge levels change.

Trading: In trading activities, the Corporation is exposed to changes in crude oil, natural gas and refined product prices. The trading partnership in which the Corporation has a 50% voting interest trades energy commodities and derivatives. The accounts of the partnership are consolidated with those of the Corporation. The Corporation also takes trading positions for its own account. The information that follows represents 100% of the trading partnership and the Corporation’s proprietary trading accounts.

PART I — FINANCIAL INFORMATION (CONT’D.)

Market Risk Disclosure (Continued)

Total realized gains for the first half of 2006 amounted to $399 million compared with $55 million of realized gains for the first half of 2005. The following table provides an assessment of the factors affecting the changes in fair value of trading activities and represents 100% of the trading partnership and other trading activities (in millions):


	2006			2005
Fair value of contracts outstanding at January 1	$	1,109		$	184
Change in fair value of contracts outstanding at the beginning of the year and still outstanding at June 30		(167	)		16
Reversal of fair value for contracts closed during the period		(148	)		71
Fair value of contracts entered into during the period and still outstanding		(96	)		96

Fair value of contracts outstanding at June 30	$	698		$	367

The Corporation uses observable market values for determining the fair value of its trading instruments. In cases where actively quoted prices are not available, other external sources are used which incorporate information about commodity prices in actively quoted markets, quoted prices in less active markets and other market fundamental analysis. Internal estimates are based on internal models incorporating underlying market information such as commodity volatilities and correlations. The Corporation’s risk management department regularly compares valuations to independent sources and models.

The following table summarizes the sources of fair values of derivatives used in the Corporation’s trading activities at June 30, 2006 (in millions):


				Instruments Maturing
													2009
													and
Source of Fair Value	Total			2006			2007			2008			beyond
Prices actively quoted	$	711		$	171		$	234		$	128		$	178
Other external sources		(20	)		(9	)		(4	)		(9	)		2
Internal estimates		7			—			4			2			1

Total	$	698		$	162		$	234		$	121		$	181

The Corporation estimates that at June 30, 2006, the value-at-risk for trading activities was $19 million ($18 million at December 31, 2005). The results may change from time to time as strategies change to capture potential market rate movements.

PART I — FINANCIAL INFORMATION (CONT’D.)

Market Risk Disclosure (Continued)

The following table summarizes the fair values of net receivables relating to the Corporation’s trading activities and the credit ratings of counterparties at June 30, 2006 (in millions):


Investment grade determined by outside sources	$	349
Investment grade determined internally (*)		100
Less than investment grade		49

Fair value of net receivables outstanding at end of period	$	498


(*)		Based on information provided by counterparties and other available sources.

Forward-Looking Information

Certain sections of Management’s Discussion and Analysis of Results of Operations and Financial Condition, including references to the Corporation’s future results of operations and financial position, liquidity and capital resources, capital expenditures, oil and gas production, tax rates, debt repayment, hedging, derivative and market risk disclosures and off-balance sheet arrangements include forward-looking information. Forward-looking disclosures are based on the Corporation’s current understanding and assessment of these activities and reasonable assumptions about the future. Actual results may differ from these disclosures because of changes in market conditions, government actions and other factors.

PART I — FINANCIAL INFORMATION (CONT’D.)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is presented under Item 2, “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Market Risk Disclosure.”

Item 4. Controls and Procedures

Based upon their evaluation of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) as of June 30, 2006, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of June 30, 2006.

There was no change in internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 in the quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

PART II — OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Registrant was held on May 3, 2006. The Inspectors of Election reported that 83,784,599 shares of common stock of the Registrant were represented in person or by proxy at the meeting, constituting 90% of the votes entitled to be cast. At the meeting, stockholders voted on:

	•		The election of four nominees for the Board of Directors for the three-year term expiring in 2009.

	•		The ratification of the selection by the Board of Directors of Ernst & Young LLP as the independent auditors of the Registrant for the fiscal year ended December 31, 2006.

	•		A proposal to amend the Registrant’s Restated Certificate of Incorporation to change the name of the Registrant to Hess Corporation.

	•		A proposal to amend the Registrant’s Restated Certificate of Incorporation to increase the number of shares of common stock that the Registrant has authority to issue to 600,000,000 and the total number of shares of all classes of stock which the Registrant has authority to issue to 620,000,000 shares.

	•		A proposal to approve a performance incentive plan for senior officers of the Registrant.

With respect to the election of directors, the inspectors of election reported as follows:


	For		Withhold Authority to Vote
Name	Nominee Listed		For Nominee Listed
J.B. Hess		81,998,344		1,786,255
C.G. Matthews		82,736,408		1,048,191
R. Lavizzo-Mourey		82,720,272		1,064,327
E.H. von Metzsch		82,689,343		1,095,256

The inspectors reported that 82,447,550 votes were cast for the ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2006, votes cast against said ratification were 926,001 and holders of 411,048 votes abstained.

The inspectors reported that 83,182,734 votes were cast for the proposed amendment to the Restated Certificate of Incorporation to change the name of the Registrant, 202,148 votes were cast against said proposal and holders of 399,717 votes abstained. There were no broker non-votes with respect to this matter.

PART II — OTHER INFORMATION (CONT’D.)

The inspectors reported that 75,546,699 votes were cast for the proposed amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 600,000,000 shares and the number of shares of all classes of stock to 620,000,000 shares, 7,819,103 votes were cast against said proposal and holders of 418,797 votes abstained. There were no broker non-votes with respect to this matter.

The inspectors reported that 79,424,167 votes were cast for the proposal to approve the performance incentive plan for senior officers, 3,897,157 votes were cast against said proposal and holders of 463,275 votes abstained. There were no broker non-votes with respect to this matter.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

	(3)		Restated Certificate of Incorporation of Registrant, including amendment thereto dated May 3, 2006.

	(4)		Five-Year Credit Agreement dated as of December 10, 2004, as amended and restated as of May 12, 2006 among Registrant, certain subsidiaries of Registrant, J.P. Morgan Chase Bank, N.A., as lender and administrative agent, and the other lenders party thereto.

	(10)		Performance Incentive Plan for Senior Officers.

	31(1)		Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))

	31(2)		Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))

	32(1)		Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b)) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)

	32(2)		Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b)) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)

b. Reports on Form 8-K

During the quarter ended June 30, 2006, Registrant filed three reports on Form 8-K:

	(i)		Filing dated April 26, 2006 reporting under Items 2.02 and 9.01 a news release dated April 26, 2006 reporting results for the first quarter of 2006.

	(ii)		Filing dated May 3, 2006 reporting under Item 1.01 the adoption of the Performance Plan for Senior Officers and under Item 5.03 reporting amendments to Registrant’s Restated Certificate of Incorporation to change its name to Hess Corporation and increase the authorized common stock to 600,000,000 shares.

	(iii)		Filing dated May 12, 2006 reporting under Item 1.01 the entry into an amended and restated revolving credit agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HESS CORPORATION
	(REGISTRANT)

	By	/s/ John B. Hess
		JOHN B. HESS
		CHAIRMAN OF THE BOARD AND
		CHIEF EXECUTIVE OFFICER

	By	/s/ John P. Rielly
		JOHN P. RIELLY
		SENIOR VICE PRESIDENT AND
		CHIEF FINANCIAL OFFICER

Date: August 7, 2006



                                                                     Exhibit 3.1

================================================================================

                            AMERADA HESS CORPORATION

                                   ----------

                              RESTATED CERTIFICATE

                                       OF

                                  INCORPORATION

================================================================================



                            AMERADA HESS CORPORATION

                                   ----------

                              RESTATED CERTIFICATE
                                       OF
                                  INCORPORATION

                                   ----------

     AMERADA HESS CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, was incorporated
under the name Amerada Corporation. Its original Certificate of Incorporation
was filed with the Secretary of State of Delaware on February 7, 1920.

     This Restated Certificate of Incorporation was duly adopted by the
Corporation's Board of Directors in accordance with the provisions of Section
245 of the General Corporation Law of the State of Delaware and only restates
and integrates and does not further amend the provisions of the Corporation's
Restated Certificate of Incorporation, as heretofore amended or supplemented,
and there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

     The text of the Restated Certificate of Incorporation as heretofore amended
or supplemented is hereby restated without further amendments or changes to read
as herein set forth in full:

     FIRST: The name of the Corporation is

                            AMERADA HESS CORPORATION

     SECOND: The Corporation's registered office in the State of Delaware is
located at No. 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

     THIRD: The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

     FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 220,000,000 shares of which
20,000,000 shares shall be shares of Preferred Stock, of the par value of $1 per
shares ("Preferred Stock") and 200,000,000 shares shall be shares of Common
Stock, of the par value of $1 per share ("Common Stock").

     The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock of
the Corporation which are fixed by this Restated Certificate of Incorporation,
and the express grant of authority to the Board of Directors of the Corporation
to fix by resolution or resolutions the designations and the powers, preferences
and rights of each such class, and the qualifications, limitations or
restrictions thereof, are as follows:



                                    SECTION I

                                 PREFERRED STOCK

A. THE PREFERRED STOCK AS A CLASS

     1. General. Shares of Preferred Stock may be issued from time to time in
one or more series, provided for herein or by the Board of Directors as
permitted hereby. Each series shall be so designated as to distinguish the
shares thereof from the shares of all other series. All shares of Preferred
Stock shall be identical, except in respect of the particulars fixed herein for
the series provided for herein and the particulars fixed by the Board of
Directors for series provided for by the Board of Directors as permitted hereby.
All shares of any one series shall be identical in all respects with all the
other shares of such series, except that if the shares of such series are
entitled to cumulative dividends, such shares issued at different times may
differ as to the dates from which dividends shall be cumulative.

     2. Dividends. The holders of the Preferred Stock of each series shall be
entitled to receive when and as declared by the Board of Directors, out of funds
legally available for that purpose, dividends (if any) at such rates as shall be
fixed for such series herein or by the Board of Directors as permitted hereby,
as the case may be, payable at such time or times as shall be fixed for such
series herein or by the Board of Directors as permitted hereby to stockholders
of record on the respective record dates, not more than sixty nor less than ten
days preceding such time or times, fixed for that purpose by the Board of
Directors. Accumulations of dividends shall not bear interest.

     3. Redemption.

     (a) Right to Redeem and Price. The Corporation at the option of the Board
of Directors may redeem the whole or any part of the shares of Preferred Stock
of any series at such time or times (if any) and at such price or prices (if
any) as are provided for herein or by the Board of Directors as permitted
hereby, as the case may be, for such series plus, in each case, an amount equal
to all dividends (if any) accrued and unpaid on the shares of such series so to
be redeemed to and including the date fixed for redemption (the total sum so
payable per share on any such redemption being herein referred to as the
"Redemption Price" and the date fixed for redemption being herein referred to as
the "Redemption Date"), provided, however, that the foregoing option to redeem a
part of the shares of Preferred Stock of any series, may be exercised only if
dividends payable for all past quarterly dividend periods on all outstanding
shares of such series have been paid, or declared and set apart for payment, in
full. If fewer than all outstanding shares of any series of Preferred Stock are
to be redeemed, the shares of such series to be redeemed shall be chosen by lot
or pro rata in such manner as the Board of Directors may determine.

     (b) Notice and Effect of Deposit of Redemption Funds. Notice of every such
redemption shall be mailed to the holders of record of the shares of Preferred
Stock so to be redeemed at their respective addresses as the same shall appear
on the books of the Corporation. Such notice shall be mailed not less than
thirty nor more than sixty days in advance of the Redemption Date to the holders
of record of shares so to be redeemed.


                                      -4-



     If, on the Redemption Date, the funds necessary for such redemption shall
have been set aside by the Corporation, separate and apart from its other funds,
in trust for the pro rata benefit of the holders of the shares so called for
redemption, then, notwithstanding that any certificates for shares of Preferred
Stock so called for redemption shall not have been surrendered for cancellation,
after the Redemption Date the right to receive dividends thereon shall cease to
accrue and all rights of the holders of the shares of Preferred Stock so called
for redemption shall forthwith, after the Redemption Date, cease and terminate,
excepting only the right of such holders to receive the Redemption Price for
such shares but without interest, and such shares shall no longer be deemed
outstanding. Any funds so set aside by the Corporation and unclaimed at the end
of six years from the Redemption Date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so called for
redemption shall look only to the Corporation for payment of the Redemption
Price.

     If, on or after the giving of such notice but before the Redemption Date,
the Corporation shall deposit with any transfer agent for such shares of
Preferred Stock, in trust to be applied to the redemption of the shares of
Preferred Stock so called for redemption, the funds necessary for such
redemption, then after the date of such deposit, all rights of the holders of
the shares of Preferred Stock so called for redemption shall forthwith, after
the date of such deposit, cease and terminate (excepting only the right of such
holders to receive the Redemption Price therefor but without interest and the
right to exercise on or before the close of business on the third business day
prior to the Redemption Date any conversion privilege not theretofore expired),
and such shares will not, after the date of such deposit, be deemed outstanding.
Any funds so deposited which shall not be required for such redemption because
of the exercise of any such right of conversion subsequent to the making of such
deposit shall be returned to the Corporation. In case the holders of shares of
Preferred Stock so called for redemption shall not, at the end of six years from
the Redemption Date, have claimed any funds so deposited, such transfer agent
shall thereupon pay over to the Corporation such unclaimed funds, and such
transfer agent shall thereafter be relieved of all responsibility in respect
thereof to such holders and such holders shall look only to the Corporation for
payment of the Redemption Price.

     (c) Status of Reacquired Shares. Shares of any series of Preferred Stock
which have been redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if convertible, have been
converted into shares of stock of the Corporation of any other class or classes,
shall, upon appropriate filing and recording to the extent required by law, have
the status of authorized and unissued shares of Preferred Stock and may be
reissued as a part of any series of Preferred Stock provided for herein or by
the Board of Directors as permitted hereby.

B. PREFERRED STOCK, $3.50 CUMULATIVE CONVERTIBLE SERIES.

     There is hereby created a series of the Preferred Stock the designation,
the number of shares and the terms and provisions of which (except as heretofore
set forth herein) are as follows:

     1. Designation of Series and Number of Shares. This series of the Preferred
Stock shall be designated "Preferred Stock, $3.50 Cumulative Convertible Series"
(the $3.50 Cumulative Preferred"), to consist of 12,000,000 shares. The Board of
Directors is hereby authorized by re-


                                      -5-



solution, to increase or decrease (but not below the number of shares thereof
then outstanding) the number of shares of the $3.50 Cumulative Preferred.

     2. Dividends. The holders of shares of the $3.50 Cumulative Preferred shall
be entitled to receive cumulative dividends at the rate of $3.50 per share per
annum in cash, and no more except to the extent otherwise permitted by Paragraph
7 of this Subsection B, payable quarterly on the last days of January, April,
July and October in each year. Such dividends shall accrue and become
cumulative, whether or not earned or declared, as to all shares of the $3.50
Cumulative Preferred issued on the date of the filing under the laws of Delaware
of the Agreement and Plan of Merger dated as of January 15, 1969 between the
Corporation and Hess Oil & Chemical Corporation, from June 20, 1969, and, as to
each share of the $3.50 Cumulative Preferred issued thereafter, from such date
as shall make the dividend rights of such share the same as the dividend rights
per share of the then outstanding shares of the $3.50 Cumulative Preferred.

     Except as to dividends permitted by Paragraph 7 of this Subsection B, in
case dividends for any quarterly dividend period on all shares of the $3.50
Cumulative Preferred and all shares of all other series of the Preferred Stock
ranking on a parity with the $3.50 Cumulative Preferred as to dividends are not
paid in full, all shares of the $3.50 Cumulative Preferred and of all such other
series shall participate ratably in the payment of dividends for such period in
proportion to the full amounts of dividends for such period to which they are
respectively entitled, provided however, that no dividend shall be paid on any
such other series for any dividend period until dividends payable on the $3.50
Cumulative Preferred for all dividend periods prior to the first dividend period
of any such other series shall have been paid, or declared and set apart for
payment, in full.

     So long as any shares of the $3.50 Cumulative Preferred are outstanding,
the Corporation shall not declare and pay or set apart for payment any dividends
or make any other distribution on junior stock (being Common Stock or other
stock of the Corporation ranking junior to the Preferred Stock as to dividends)
and shall not redeem (whether through the operation of a sinking fund or
otherwise), purchase or otherwise acquire, or permit any subsidiary to purchase
or otherwise acquire, any shares of such junior stock, if at the time of making
such declaration payment, distribution, redemption, purchase or acquisition the
Corporation shall be in default with respect to any dividend payable on, or any
obligation to retire shares of the $3.50 Cumulative Preferred (provided,
however, that, notwithstanding the foregoing, the Corporation may at any time
redeem, purchase or otherwise acquire shares of such junior stock in exchange
for, or out of the net proceeds from the substantially concurrent sale or other
issue of, other shares of such junior stock), and the Corporation shall not
redeem (whether through the operation of a sinking fund or otherwise), purchase
or otherwise acquire, or permit any subsidiary to purchase or otherwise acquire,
any shares of any series of the Preferred Stock, or any other class of stock of
the Corporation, ranking as to dividends on a parity with the $3.50 Cumulative
Preferred, if at the time of making such redemption, purchase or acquisition the
Corporation shall be in default with respect to any dividend payable on, or any
obligation to retire shares of the $3.50 Cumulative Preferred (provided,
however, that, notwithstanding the foregoing, the Corporation may at any time
redeem, purchase or otherwise acquire shares of such series or class in exchange
for, or out of the net proceeds from the substantially concurrent sale or other
issue of, other shares of such series or class).


                                      -6-



     3. Redemption. The shares of the $3.50 Cumulative Preferred may not be,
redeemed before June 20, 1974. On and after that date, such shares may be
redeemed at $150 per share plus an amount equal to all accrued and unpaid
dividends thereon to and including the Redemption Date.

     4. Liquidation. In the event of any voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, after payment or
provision for payment of the debts and other liabilities of the Corporation and
all amounts due in such event on any class or series of stock of the Corporation
ranking prior to the $3.50 Cumulative Preferred upon liquidation the holders of
the $3.50 Cumulative Preferred shall be entitled to receive, from the net assets
of the Corporation (a) upon voluntary dissolution, liquidation or winding up of
the affairs of the Corporation, $150 per share; or (b) upon involuntary
dissolution, liquidation or winding up of the affairs of the Corporation, $100
per share, plus in either event an amount equal to all dividends accrued and
unpaid on such share up to and including the date fixed for distribution, and no
more, before any distribution shall be made to the holders of the Common Stock
or other stock of the Corporation ranking junior to the Preferred Stock upon
liquidation, provided that the right of the holders of the $3.50 Cumulative
Preferred so to receive such amounts in any such event shall not constitute any
restriction on the right, power or authority of the Board of Directors of the
Corporation to declare and pay dividends or make any other distribution on the
shares of the capital stock of the Corporation.

     If upon any such dissolution, liquidation or winding up of the affairs of
the Corporation its net assets shall be insufficient to permit the payment in
full of the respective amounts to which the holders of all outstanding shares of
the $3.50 Cumulative Preferred and all outstanding shares of stock of the
Corporation ranking on a parity upon liquidation with the $3.50 Cumulative
Preferred upon such dissolution, liquidation or winding up are entitled in such
event, the entire remaining net assets of the Corporation shall be distributed
among the holders of the $3.50 Cumulative Preferred and such other stock in
amounts proportionate to the full amounts to which they are respectively so
entitled.

     Neither the merger nor consolidation of the Corporation, nor the sale,
lease or conveyance of all or a part of its assets, shall be deemed to be a
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation within the meaning of this Paragraph 4.

     5. Voting Rights.

     (a) General. The holders of shares of the $3.50 Cumulative Preferred shall
be entitled to one vote for each share of the $3.50 Cumulative Preferred
standing in their names on the books of the Corporation in the election of
directors and on any question arising at any meeting of stockholders of the
Corporation at which the holders of shares of the Common Stock or other stock of
the Corporation into which shares of the $3.50 Cumulative Preferred Stock are at
the time convertible have the right to vote, except that, whenever the
conversion ratio of the $3.50 Cumulative Preferred is adjusted as hereinafter in
Paragraph 6 provided, the number of votes per share of the $3.50 Cumulative
Preferred shall be increased or decreased by the proportion that the total
number of votes to which the aggregate of the shares of Common Stock outstanding
immediately prior to the event which caused such adjustment is entitled is
increased or decreased by such event, provided that (i) the number of votes per
share shall in no event be decreased to


                                      -7-



less than one, (ii) no fractional vote shall result from any such increase or
decrease, (iii) if the number resulting from any such increase or decrease
includes a fraction which is one-half or more, the number of votes per share
resulting from such increase or decrease shall include one vote for such
fraction, (iv) if the number resulting from any such increase or decrease
includes a fraction which is less than one-half, no vote shall be included for
such fraction in the number of votes per share resulting from such increase or
decrease (unless, the number of votes per share would be decreased to less than
one), and (v) at the time of any adjustment in the conversion ratio, all
previous increases and decreases in the number of votes per share effected
pursuant to the foregoing shall be disregarded, and the increase or decrease, if
any, to be effected as a result of such adjustment shall be calculated as if the
events which caused all such previous increases and decreases occurred at the
same time as the event which caused such adjustment. The holders of the $3.50
Cumulative Preferred and the Common Stock shall at all times vote, except as
otherwise provided herein or required by law, together as one class, together
with the holders of any other series or class of stock of the Corporation
accorded the right to vote with the Common Stock together as one class.

     (b) Special As Class. (i) So long as any shares of the $3.50 Cumulative
Preferred are outstanding, the Corporation shall not, without the affirmative
vote at a duly authorized meeting or written consent of the holders of at least
two-thirds of the aggregate number of shares at the time outstanding of the
$3.50 Cumulative Preferred and any other series of Preferred Stock accorded such
class voting right, voting or consenting, as the case may be, separately as a
class without regard to series.

          (A) create, or increase the authorized number of shares of, any class
     of stock ranking, either as to dividends or upon liquidation, prior to the
     Preferred Stock; or

          (B) alter or change any of the provisions common to the $3.50
     Cumulative Preferred and to one or more other outstanding series of
     Preferred Stock accorded such class voting right so as adversely to affect
     the preferences, special rights or powers given to the $3.50 Cumulative
     Preferred and such other series of Preferred Stock, but nothing in this
     subdivision (B) contained shall require such a class vote or consent in
     connection with any increase in the total number of authorized shares of
     Preferred Stock or the authorization or increase of any class of stock
     ranking, either as to dividends or upon liquidation, on a parity with the
     preferred Stock; or

          (C) consolidate with or merge into, or sell or transfer all or
     substantially all its property and assets to, another corporation unless
     the corporation resulting from such consolidation or merger or to which
     such sale or transfer is made will have no authorized or outstanding stock
     ranking, either as to dividends or upon liquidation, prior to the stock
     which the holders of the Preferred Stock receive in such event.

     (ii) So long as any shares of the $3.50 Cumulative Preferred are
outstanding, the Corporation shall not, without the affirmative vote at a duly
authorized meeting or written consent of the holders of at least a majority of
the shares at the time outstanding of the $3.50 Cumulative Preferred and any
other series of Preferred Stock accorded such class voting right, voting or
consenting, as the case may be, separately as a class without regard to series,
create or


                                      -8-



increase the total number of authorized shares of, any class of stock ranking,
either as to dividends or upon liquidation, on a parity with the Preferred
Stock.

     (c) Special as Series. So long as any shares of the $3.50 Cumulative
Preferred are outstanding, the Corporation shall not, without the affirmative
vote at a duly authorized meeting or written consent of the holders of at least
two-thirds of the aggregate number of shares of the $3.50 Cumulative Preferred
at the time outstanding, voting or consenting, as the case may be, separately as
a series, (i) create, or increase the authorized number of shares of, any series
of the Preferred Stock ranking, either as to dividends or upon liquidation,
prior to the $3.50 Cumulative Preferred, (ii) alter or change any of the
provisions of the $3.50 Cumulative Preferred, or any of the provisions of any
other series, so as materially and adversely to affect the preference, special
rights or powers given to the $3.50 Cumulative Preferred; provided, however,
that were any such alteration or change affects one or more other series of
Preferred Stock then outstanding in the same manner, the voting right shall be
as set forth in subparagraph (b) of this Paragraph 5 or (iii) consolidate with
or merge into, or sell or transfer all or substantially all its property and
assets to, another corporation unless provision shall be made, as a part of the
terms of such consolidation, merger, sale or transfer, whereby the holders of
shares of the $3.50 Cumulative Preferred outstanding immediately prior to such
event shall be entitled to receive, on the happening of such event, in exchange
for each such share so held by them, a security of the corporation resulting
from such consolidation or merger or to which such sale or transfer shall be
made, having dividend, voting and conversion rights and rights upon liquidation
and redemption substantially equivalent to such rights as provided herein for
shares of the $3.50 Cumulative Preferred.

     (d) Right to Elect Directors. If and whenever dividends payable on the
Preferred Stock shall be in default in an aggregate amount equivalent to six,
full quarterly dividends on all shares of the Preferred Stock at the time
outstanding, the number of directors constituting the Board of Directors shall
be increased by two and the holders of the Preferred Stock shall have, in
addition to any other voting rights, the exclusive and special right, voting
separately as a class without regard to series, to elect two persons to fill
such directorships. Whenever such right shall have vested, it shall be exercised
initially at the next following election of directors by the stockholders and
shall continue until the dividends in default on the Preferred Stock shall have
been paid in full or funds sufficient therefor set aside, and, when such
dividends are paid or provided for, such right shall terminate, subject to
revesting in the event of each and every subsequent default in an aggregate
amount equivalent to six full quarterly dividends.

     At any meeting held for the election of directors at which the holders of
shares of Preferred Stock shall have the right, voting as a class, to elect
directors as herein provided, the presence, in person or by proxy, of the
holders of one-third of the number of shares of Preferred Stock at the time
outstanding shall be required to constitute a quorum of such class for the
election of any director by the holders of such class. At any such meeting or
adjournment thereof, (i) the absence of a quorum of Preferred Stock shall not
prevent the election of directors other than those to be elected by the holders
of shares of Preferred Stock voting as a class and the absence of a quorum for
the election of such other directors shall not prevent the election of the
directors to be elected by holders of shares of Preferred Stock voting as a
class, and (ii) in the absence of either or both such quorums, a majority of the
holders present in person or by proxy of the stock or stocks which lack a quorum
shall have power to adjourn the meeting for the election of directors which they
are entitled to elect from time to time, without notice other than amendment


                                      -9-



at the meeting, until a quorum shall be present. The directors elected pursuant
to this subparagraph (d) shall serve until the next annual meeting or until
their respective successors shall be elected and shall qualify, provided,
however, that when the right of the holders of the Preferred Stock to elect
directors as herein provided shall terminate, the terms of office of all persons
so elected by the holders of the Preferred Stock shall terminate, and the number
of directors of the Corporation shall thereupon be such number as may be
provided for in the by-laws of the Corporation irrespective of any increase made
pursuant to this subparagraph (d). During any period in which the holders of
shares of Preferred Stock have the right to elect directors as provided for
herein, any vacancy in the directors elected by the holders of the Preferred
Stock shall be filled by the vote of the remaining director theretofore elected
by the holders of the Preferred Stock.

     6. Conversion Rights.

     (a) Original Conversion Price. Subject to the provisions for adjustments
hereinafter set forth, shares of the $3.50 Cumulative Preferred shall be
convertible at the option of the holder thereof, at any time on or after June
20, 1970 upon surrender to any transfer agent for the $3.50 Cumulative Preferred
of the certificate or certificates evidencing the shares so to be converted,
into fully paid and nonassessable shares of Common Stock of the Corporation at
the rate of 2.2 shares of Common Stock for each share of the $3.50 Cumulative
Preferred so surrendered for conversion. The right to convert shares of the
$3.50 Cumulative Preferred called for redemption shall terminate at the close of
business on the third business day prior to the Redemption Date. Upon
conversion, no payment or adjustment shall be made for dividends on the shares
of the $3.50 Cumulative Preferred so converted.

     (b) Adjustment of Conversion Ratio. The number of shares of Common Stock
into which each share of the $3.50 Cumulative Preferred is convertible shall be
subject to adjustment from time to time only as follows:

     (i) In case the Corporation shall (A) take a record of the holders of the
Common Stock for the purpose of entitling them to receive a dividend or other
distribution payable in shares of stock of the Corporation of any class or
series, (B) subdivide its outstanding shares of Common Stock, (C) combine its
outstanding shares of Common Stock into a smaller number of shares or (D) issue
by reclassification of its Common Stock any shares of the Corporation of any
class or series, the holder of each share of the $3.50 Cumulative Preferred
shall thereafter be entitled to receive, upon the conversion of such share, the
number of shares of stock of the Corporation which he would have owned or have
been entitled to receive after the happening of any of the events described
above had such share of the $3.50 Cumulative Preferred held by him been
converted immediately prior to the happening of such event, such adjustment to
become effective immediately after the opening of business on the day following
such record date or the day upon which such subdivision, combination or
reclassification becomes effective, as the case may be; provided, however, that
no such adjustment shall be made in case the Corporation shall (i) at any time
during the period prior to the date set forth in subparagraph (a) of this
Paragraph 6 (but not more than once in such period) or (ii) at any time in any
calendar year (but not more than once in such calendar year) take a record of
the holders of the Common Stock for the purpose of entitling them to receive a
dividend payable in shares of Common Stock of the Corporation unless such
dividend exceeds 2 1/2% of the number of shares of Common Stock outstanding on
the date such


                                      -10-



record is taken, in which case such adjustment shall be made but only on the
basis of the amount by which the dividend exceeds 2 1/2% of such number of
shares of Common Stock outstanding.

     When the Corporation takes a record of the holders of the Common Stock for
the purpose of entitling them to receive a dividend or other distribution
payable in shares of stock of the Corporation for which an adjustment is
required pursuant to the preceding paragraph the Corporation may in the
discretion of the Board of Directors at the same time take a record of the
holders of the $3.50 Cumulative Preferred for the purpose of entitling them to
receive a dividend or other distribution payable in such shares of stock of the
Corporation in an amount thereof per share equal to the amount thereof which the
holder of a share of the $3.50 Cumulative Preferred would have been entitled to
receive had the share held by him been converted immediately prior to such
taking of a record of the holders of the Common Stock, and, in such event, no
adjustment shall be made in the conversion ratio of the $3.50 Cumulative
Preferred.

     For the purposes of this subparagraph (b), the term "Common Stock" means
the Common Stock and any other stock of the Corporation resulting from a
reclassification of the Common Stock or any such other stock.

     (ii) No fractional share of stock of the Corporation shall be issued upon
any conversion but, in lieu of the issuance of the fraction of a share to which
the holder would otherwise have been entitled, there shall be paid to the holder
of the shares of the $3.50 Cumulative Preferred surrendered for conversion, as
soon as practicable after the date such shares are surrendered for conversion,
an amount in cash equal to the same fraction of the market value of a full share
of the stock to be received upon the conversion, unless the Board of Directors
shall determine to adjust fractional shares by the issue of fractional scrip
certificates or in some other manner. For such purpose, the market value of the
stock to be received upon the conversion shall be the last sales price thereof,
regular way on the New York Stock Exchange on the business day immediately
preceding the date upon which the shares of the $3.50 Cumulative Preferred are
surrendered for conversion, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices thereof, regular way on such
Exchange on such day. If shares of the stock to be received upon conversion are
not then listed on the New York Stock Exchange, such market value shall be
determined in the manner fixed by the Board of Directors.

     (iii) No adjustment in the number of shares into which each share of the
$3.50 Cumulative Preferred is convertible shall be required unless such
adjustment would require an increase or decrease of at least 1/100th of a share
in the number of shares into which such share is then convertible; provided,
however, that any adjustments which by reason of this subdivision are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.

     (iv) Whenever any adjustment is required in the shares into which each
share of the $3.50 Cumulative Preferred is convertible, the Corporation shall
forthwith (A) file with the transfer agent or transfer agents for the shares of
the $3.50 Cumulative Preferred a statement describing in reasonable detail the
adjustment and the method of calculation used and (B) cause a copy of such
notice to be mailed to the holders of record of the shares of the $3.50
Cumulative Preferred.


                                      -11-



     (c) Reservation of Stock for Conversions. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares the
full number of shares into which all shares of the $3.50 Cumulative Preferred
from time to time outstanding are convertible, but shares held in the treasury
of the Corporation may be delivered, in the Corporation's discretion, upon any
conversion of shares of the $3.50 Cumulative Preferred.

     (d) Issue Taxes. The Corporation will pay any and all issue and other taxes
that may be payable in respect of any issue of shares on conversion of shares of
the $3.50 Cumulative Preferred pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue of shares in a name other than that in which the
shares so converted were registered, and no such issue shall be made unless and
until the person requesting such issue has paid to the Corporation the amount of
any such tax, or has established, to the satisfaction of the Corporation, that
such tax has been paid.

     7. Dividends in Securities or Other Property. In the event the Corporation
shall pay on any stock of the Corporation into which shares of the $3.50
Cumulative Preferred are at the time convertible, any dividend or other
distribution consisting of securities of any corporation other than the
Corporation, any evidences of indebtedness of the Corporation or any other
assets (other than dividends and distributions in cash or shares of stock of the
Corporation), it shall on the same date pay, on the shares of the $3.50
Cumulative Preferred, a dividend or distribution consisting of such securities,
evidences of indebtedness or other assets in an amount per share equal to the
amount thereof which the holder of a share of the $3.50 Cumulative Preferred
would have been entitled to receive had the share held by him been converted
immediately prior to the taking of a record of the holders of such stock of the
Corporation for the purpose of entitling them to receive such dividend or
distribution, such dividend or distribution on the shares of the $3.50
Cumulative Preferred to be payable to the holders of shares of the $3.50
Cumulative Preferred who are holders of record on the books of the Corporation
on the same date as is used for the taking of a record of the holders of such
stock of the Corporation for such dividend or distribution.

     8. Offers of Securities. In the event the Corporation shall offer to sell
(by issue of warrants, rights or options or otherwise) securities of the
Corporation or of any other corporation to the holders of shares of any stock of
the Corporation into which shares of the $3.50 Cumulative Preferred are at the
time convertible, the Corporation shall make the same offer to the holders of
shares of the $3.50 Cumulative Preferred, giving to each such holder of the
$3.50 Cumulative Preferred the right to purchase at the offer price the amount
of such securities which such holder would have been entitled to purchase had he
converted each share of the $3.50 Cumulative Preferred held by him immediately
prior to the taking of a record of the holders of such stock of the Corporation
for the purpose of entitling them to receive such offer, such offer to the
holders of shares of the $3.50 Cumulative Preferred to be made to the holders of
shares of the $3.50 Cumulative Preferred who are holders of record on the books
of the Corporation on the same date as is used for the taking of a record of the
holders of such stock of the Corporation for such offer.

     9. Restriction on and Notice of Dividends. Until such time as shares of the
$3.50 Cumulative Preferred shall be convertible at the option of the holders
thereof as herein provided, the Corporation shall pay no cash dividend nor make
any other cash distribution on the Common


                                      -12-



Stock in excess of quarterly dividends at the quarterly rate of 7 1/2 cents per
share, with the first such dividend to be paid after the date of the filing
under the laws of Delaware of the Agreement and Plan of Merger dated as of
January 15, 1969 between the Corporation and Hess Oil & Chemical Corporation to
be calculated as to amount and date of payment from the last date prior to such
date of filing on which a dividend was paid on the Common Stock of Hess Oil &
Chemical Corporation. After such time as shares of the $3.50 Cumulative
Preferred shall be convertible at the option of the holder thereof as herein
provided, and so long as any such shares remain outstanding, in the event the
Corporation shall declare (i) any dividend or other distribution payable in
shares of stock of the Corporation or (ii) any cash dividend or other cash
distribution per share on the Common Stock in excess of 120% of the average of
the cash dividends and other cash distributions per share on the Common Stock
for the four calendar quarters next preceding the calendar quarter in which such
distribution occurs, then, and in any such event, the Corporation shall mail to
each holder of the $3.50 Cumulative Preferred at the address of each such holder
shown in the stock records of the Corporation a notice stating the day on which
the books of the Corporation shall close, or a record shall be taken for such
dividend or distribution and the amount and character of such dividend or
distribution. Such notice shall be mailed at least 20 days in advance of such
day therein specified.

     In applying the provisions of this Paragraph 9 at any time after the Common
Stock shall have been split up or combined or after the Corporation shall have
taken a record of the holders of the Common Stock for the purpose of entitling
them to receive a dividend or other distribution payable in shares of stock of
the Corporation of any class or series (other than a dividend payable in shares
of Common Stock for which no adjustment is required to be made pursuant to
subparagraph (b) of Paragraph 6 of this Subsection B), references of "7 1/2
cents per share" and "cash dividends and distributions" shall be appropriately
adjusted to reflect any such event and for purposes of this Paragraph 9, the
term "Common Stock" means the Common Stock and any other stock of the
Corporation resulting from a reclassification of the Common Stock or any such
other stock.

C. ADDITIONAL SERIES OF PREFERRED STOCK.

     Authority is hereby expressly granted to the Board of Directors to create
and provide for the issue of additional series of the Preferred Stock from time
to time by resolution or resolutions and, in connection with the creation of
each such series, to fix, by the resolution or resolutions providing for the
creation and issue of shares of such series, the following provisions of the
shares of such series, so far as not inconsistent with the provisions of this
Article FOURTH applicable to all series of Preferred Stock:

          1. The designation of such series and the number of shares which shall
     constitute such series;

          2. The provisions, if any, for dividends on shares of such series,
     and, if provisions are made for dividends, the dividend rate and the times
     in which holders of shares of such series shall be entitled to receive the
     dividends, whether the dividends shall be cumulative, and if so, from which
     date or dates, and the other conditions if any, including rights of
     priority, if any, on which the dividends shall be paid, provided, that the
     dividend


                                      -13-



     payment dates for shares of any series ranking as to dividends on a parity
     with the shares of any other series shall be the same as the dividend
     payment dates for such other series;

          3. The provisions, if any, for the redemption of purchase of shares of
     such series, and, if provisions are made for redemption, the time or times
     and the place or places at which the shares of such series shall be subject
     to redemption in whole or in part, and the other terms and conditions, if
     any, on which shares of such series may be redeemed or purchased;

          4. The rights, if any, to which holders of the shares of such series
     shall be entitled in the event of any voluntary or involuntary dissolution,
     liquidation or winding up of the affairs of the Corporation;

          5. The sinking fund or purchase fund provisions, if any, for the
     redemption or purchase of shares of such series and, if any such fund is so
     provided for the benefit of such shares, the amount of such fund and the
     manner of its application;

          6. The extent of the voting powers, if any, of the shares of such
     series;

          7. Whether or not the shares of such series shall be convertible into
     or exchangeable for shares of any other class or classes of stock or of any
     series thereof, of the Corporation, and, if so convertible or exchangeable,
     the conversion or exchange price or prices or rates, the adjustments
     thereof and the other terms and conditions, if any, on which such shares
     shall be so convertible or exchangeable; and

          8. Any other preferences and relative, participating, optional or
     other special rights, and qualifications, limitations or restrictions
     thereof, of shares of such series as are not fixed and determined hereby.

                                   SECTION II

                                  COMMON STOCK

     1. Voting Rights. Every holder of the Common Stock shall be entitled to one
vote for each share of the Common Stock standing in his name on the books of the
Corporation.

     2. Dividends. Subject to the provisions of this Article FOURTH and any
further provisions prescribed in accordance herewith, the holders of the Common
Stock shall be entitled to receive, when and as declared by the Board of
Directors, out of funds legally available for that purpose, dividends payable
either in cash, stock or otherwise.

                                   SECTION III

                                PREEMPTIVE RIGHTS

     Except as otherwise provided in Paragraph 8 of Subsection B of Section 1
hereof, no holder of any of the shares of the Preferred Stock or of the Common
Stock shall be entitled as of right as such holder to purchase or to subscribe
for any shares of stock of the Corporation


                                      -14-



whether now or hereafter authorized, or bonds, certificates of indebtedness,
debentures, or other securities convertible into or carrying any right to
purchase stock of the Corporation of any class, and shares of any such stock, or
such other securities convertible into or carrying any right to purchase stock,
may be issued and disposed of to such persons and upon such terms and for such
lawful consideration as may be deemed advisable by the Board of Directors.

     FIFTH: 1. Elections of Directors. Elections of Directors need not be by
written ballot unless the By-Laws of the Corporation shall so provide.

     2. Number, Election and Terms of Directors. Except as otherwise fixed
pursuant to the provisions of Article FOURTH hereof relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of directors of the Corporation shall be
fixed from time to time by or pursuant to the By-Laws. The directors, other than
those who may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends, or upon liquidation, shall be
classified, with respect to the time for which they severally held office, into
three classes, as nearly equal in number as possible, as determined in the
manner specified in the By-Laws, one class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1986, another class
to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1987, and another class to hold office initially for
a term expiring at the annual meeting of stockholders to be held in 1988, with
the members of each class to hold office until their successors are elected and
qualified. At each annual meeting of the stockholders of the Corporation, the
successors to the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

     3. Stockholder Nomination of Director Candidates. Advance notice of
nominations for the election of directors, other than by the Board of Directors
or a Committee thereof, shall be given in the manner provided in the By-Laws.

     4. Newly Created Directorships and Vacancies. Except as otherwise fixed
pursuant to the provisions of Article FOURTH hereof relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled
solely by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successors shall have been elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     5. Removal of Directors. Subject to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, any director
may be removed from office, with or with-


                                      -15-



out cause, but only by the affirmative vote of the holder of at least 80% of the
combined voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

     6. Stockholder Action. Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such holders. Except as otherwise required by law and subject to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board
or the President, and shall be called by the Secretary at the request of the
Board of Directors pursuant to a resolution approved by a majority of the entire
Board of Directors. For purposes of this Article FIFTH, the term "entire Board
of Directors" means the total number of directors which the Corporation would
have if there were no vacancies.

     7. By-Law Amendments. The Board of Directors shall have power to make,
alter, amend and repeal the By-Laws (except so far as the By-Laws adopted by the
Stockholders shall otherwise provide). Any By-Laws made by the directors under
the powers conferred hereby may be altered, amended or repealed by the directors
or by the stockholders. Notwithstanding the foregoing and anything contained in
this Restated Certificate of Incorporation to the contrary, Sections 7 and 10 of
Article III, Sections 1, 6, 8 and 9 of Article IV and Article XIV of the By-Laws
shall not be altered, amended or repealed and any provision inconsistent
therewith shall be adopted without the affirmative vote of the holders of at
least 80% of the combined voting power of all the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

     8. Amendment, Repeal, etc. Notwithstanding anything contained in this
Restated Certificate of Incorporation to the contrary, the affirmative vote, of
the holders of at least 80% of the combined voting power of all the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class shall
be required to alter, amend adopt any provision inconsistent with or repeal this
Article FIFTH or any provision hereof.

     SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

     To make, alter or repeal the By-Laws. Any By-Laws made by the Board of
Directors under the power conferred hereby may be altered or repealed by the
directors or stockholders.

     From time to time, without the assent or vote of the stockholders, to fix
the times for the declaration and payment of dividends, and to fix the amount to
be reserved as working capital, over and above its capital stock paid in, and to
authorize and cause to be executed mortgages and liens upon all the property of
the Corporation or any past thereof.

     From time to time to sell any or all of the then unissued capital stock of
the Corporation whether the same be any of the original of its capital or of any
increase thereof, without (subject


                                      -16-



to the terms hereof) first offering the same to the stockholders then existing
and all such sales may be made upon such terms and conditions as the Board of
Directors may deem advisable.

     From time to time to determine whether and to what extent and at what times
and places and under what conditions and regulations the accounts and books of
the Corporation (other than the stock ledger) or any of them shall be open to
the inspection of the stockholders and no stockholder shall have any right of
inspecting any account, book or document of the Corporation, except as conferred
by statute, unless authorized by resolution of the stockholders or directors.

     If the By-laws so provide to designate two or more of its number to
constitute an Executive Committee, which Committee shall for the time being, as
provided by resolution of the Board of Directors or in the By-Laws of the
Corporation, have and exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
have power to authorize the sale of the Corporation to be affixed to all papers
which may require it.

     The Corporation may in its By-Laws, confer powers upon its directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon them by the statute.

     SEVENTH: A sale, lease or exchange of all or substantially all of the
property and assets of the Corporation shall require the authorization thereof
by the affirmative vote of the holders of two-thirds of the stock issued and
outstanding having voting power at a stockholders meeting duly called upon at
least 20 days notice containing notice of the proposed sale, lease or exchange.

     EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     NINTH: The following provisions shall apply in addition to any other
affirmative vote required by law or this Restated Certificate of Incorporation.

                                    SECTION I

                          CERTAIN BUSINESS COMBINATIONS

     The affirmative vote of the holders of not less than two-thirds of the
outstanding shares of Voting Stock (as hereinafter defined) held by stockholders
other than the Acquiring Person (as hereinafter defined) with which or by or on
whose behalf, directly or indirectly, a Business Combination (as hereinafter
defined) is proposed, voting as a single class, shall be required for the
approval or authorization of such Business Combination. Notwithstanding the
foregoing, the two-thirds voting requirement shall not be applicable if such
Business Combination is approved by the Corporation's Board of Directors prior
to the Acquiring Person becoming such or if the cash or fair market value of the
property, securities or other consideration to be received per share by holders
of shares of each class of Voting Stock in such Business Combination as of the
date of consummation thereof is an amount not less than the higher of (a) the
Highest Per Share


                                      -17-



Price or the Highest Equivalent Price (as these terms are hereinafter defined)
paid by such Acquiring Person in acquiring any of its holdings of Voting Stock,
and (b) the Fair Market Price (as hereinafter defined) of such class of Voting
Stock determined on the date the proposal for such Business Combination was
first publicly announced, and such consideration shall be in the same form and
of the same kind as the consideration paid by such Acquiring Person in acquiring
the shares of Voting Stock already acquired by it. If the Acquiring Person has
paid for shares of Voting Stock with varying forms of consideration, the form of
consideration to be received by the holders of Voting Stock shall be the form
used to acquire the largest number of shares of Voting Stock acquired by such
Acquiring Person.

                                   SECTION II

                                DEFINITIONS, ETC.

     For purposes of this Article NINTH :

     1. Business Combination. The term "Business Combination" shall mean (a) any
merger or consolidation of the Corporation or a subsidiary of the Corporation
with or into an Acquiring Person, (b) any sale, lease, exchange, transfer or
other disposition, including without limitation, a mortgage or any other
security device, in a single transaction or related series of transactions of
all or any Substantial Part (as hereinafter defined) of the assets either of the
Corporation (including, without limitation, any voting securities of a
subsidiary) or of a subsidiary) or of a subsidiary of the Corporation to an
Acquiring Person, (c) any merger or consolidation of an Acquiring Person with or
into the Corporation or a subsidiary of the Corporation, (d) any sale, lease,
exchange, transfer or other disposition, including, without limitation, a
mortgage or other security device in a single transaction or related series of
transactions, of all or any Substantial Part of the assets of an Acquiring
Person to the Corporation or a subsidiary of the Corporation, (e) the issuance
of any securities of the Corporation or a subsidiary of the Corporation to and
Acquiring Person, (f) any recapitalization, merger or consolidation that would
have the effect of increasing the voting power of an Acquiring Person, (g) the
adoption of any plan or proposal for the liquidation or dissolution of the
Corporation, proposed directly or indirectly by or on behalf of an Acquiring
Person, (h) any merger or consolidation of the Corporation with a subsidiary of
the Corporation proposed by or on behalf of an Acquiring Person, unless the
surviving or consolidated corporation, as the case may be, has a provision in
its certificate of incorporation substantially identical to this Article NINTH,
and (i) any agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination. A person who
is an Acquiring Person as of (x) the time any definitive agreement relating to a
Business Combination is entered into, (y) the record date for the determination
of stockholders entitled to notice of and to vote on a Business Combination, or
(z) immediately prior to the consummation of a Business Combination shall be
deemed an Acquiring Person for purposes of this definition.

     2. Acquiring Person. The term "Acquiring Person" shall mean, and include
any individual corporation (other than the Corporation), partnership or other
person or entity which, together with its Affiliates and Associates (as defined
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect at March 2, 1983 (collectively and as so in effect, the
"Exchange Act")), and with any other individual, corporation (other


                                      -18-



than the Corporation), partnership or other person or entity with which it or
they have any agreement, arrangement or understanding with respect to acquiring,
holding, voting or disposing of Voting Stock Beneficially Owns (as defined in
Rule 13d-3 of the Exchange Act) in the aggregate 20% or more of the outstanding
Voting Stock of the Corporation. A person or entity, its Affiliates and
Associates and all such other persons or entities with whom they have any such
agreement, arrangement or understanding shall be deemed a single Acquiring
Person for purposes of this Article NINTH.

     3. Substantial Part. The term "Substantial Part" shall mean an amount
(equal to more than 20% of the fair market value of the total consolidated
assets of the Corporation and its subsidiaries taken as a whole as of the end of
its most recent fiscal year ended prior to the time the determination is being
made.

     4. Rights to Acquire. Without limitation, any share of Voting Stock of the
Corporation that any Acquiring Person has the right to acquire at any time
(notwithstanding that Rule 13d-3 of the Exchange Act deems such shares to be
beneficially owned only if such right may be exercised within 60 days) pursuant
to any agreement, or upon exercise of conversion, rights, warrants or options,
or otherwise shall be deemed to be Beneficially Owned by the Acquiring Person
and to be outstanding for purposes of Paragraph 2 of this Section II.

     5. Other Consideration to Be Received. For the purposes of Section 1 of
this Article NINTH, the term "other consideration to be received" shall include,
without limitation, Common Stock, Preferred Stock or other capital stock of the
Corporation retained by its existing stockholders other than the Acquiring
Person with which or by or on whose behalf, directly or indirectly, a Business
Combination has been proposed or other parties to such Business Combination to
the event of Business Combination in which the Corporation is the surviving
corporation.

     6. Voting Stock. The term "Voting Stock" shall mean all of the outstanding
shares of capital stock of the Corporation entitled to vote on each matter on
which the holders of record of Common Stock of the Corporation shall be entitled
to vote, and each reference to a percentage of shares of Voting Stock shall
refer to such percentage of the votes entitled to be cast by such shares.

     7. Time of Acquisition. An Acquiring Person shall be deemed to have
acquired a share of the Voting Stock of the Corporation at the time when such
Acquiring Person became the Beneficial Owner thereof. The price paid by an
Acquiring Person for such shares held by a person or entity at the time it
became part of such Acquiring Person shall be deemed to be the higher of (a) the
price paid upon the acquisition thereof by such person or entity and (b) the
market price of the shares in question at the time when such person or entity
became part of such Acquiring Person.

     8. Highest Per Share Price; Highest Equivalent Price. The terms "Highest
Per Share Price" and "Highest Equivalent Price" as used in this Article NINTH
shall mean the following: If there is only one class of capital stock of the
Corporation issued and outstanding, the Highest Per Share Price shall mean the
highest per share price that can be determined to have been paid at any time by
the Acquiring Person by or on whose behalf, directly or indirectly, the Business


                                      -19-



Combination has been proposed for any share or shares of that class of capital
stock. If there is more than one class of capital stock of the Corporation
issued and outstanding, the Highest Equivalent Price shall mean, with respect to
each class and series of capital stock of the Corporation, the highest per share
price equivalent of the highest price that can be determined to have been paid
at any time by such Acquiring Person for any share or shares of any class or
series of capital stock of the Corporation. In determining the Highest Per Share
Price and Highest Equivalent Price all purchases by an Acquiring Person shall be
taken into account regardless of whether the shares were purchased before or
after the Acquiring Person became an Acquiring Person. Also, the Highest Per
Share and the Highest Equivalent Price shall include any brokerage commissions,
transfer taxes and soliciting dealers' fees paid by the Acquiring Person with
respect to the shares of capital stock of the Corporation acquired by the
Acquiring Person. The Highest Per Share Price and the Highest Equivalent Price
shall be appropriately adjusted to take into account stock dividends,
subdivisions, combinations and reclassifications.

     9. Fair Market Price. The term "Fair Market Price" shall mean for any class
of Voting Stock the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such class of Voting
Stock on the Composite Tape for New York Stock Exchange-listed stocks, or, if
such class of Voting Stock is not quoted on the Composite Tape on the New York
Stock Exchange, or, if such class of Voting Stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such class of Voting Stock is
listed, or, if such class of Voting Stock is not listed on any such exchange,
the highest closing bid quotation with respect to a share of such class of
Voting Stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations System or
any system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock.

                                   SECTION III

                                    AMENDMENT

     The provisions set forth in this Article NINTH may not be amended, altered,
changed or repealed in any respect unless such action is approved by the
affirmative vote of the holders of not less than two-thirds of the outstanding
shares of Voting Stock of the Corporation at a meeting of the stockholders duly
called the consideration of such amendment, alteration, change or repeal,
provided, however, that if such action has been proposed directly or indirectly
on behalf of an Acquiring Person, it must also be approved by the affirmative
vote of the holders of not less than two-thirds of the outstanding shares of
Voting Stock held by the stockholders other than such Acquiring Person.

     TENTH: A director of the Corporation shall not be personally liable to the
Corporation of its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability which would otherwise exist under
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, (iv) for
any transaction from which the director derived an improper personal benefit.
Any repeal or modification of or adoption of any


                                      -20-



provision of this Restated Certificate of Incorporation inconsistent with this
Article TENTH by the stockholder of the Corporation or in any other manner may
be permitted by law shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal, modification or adoption.

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
executed on behalf of Amerada Hess Corporation by its Chairman of the Board,
under its corporate seal and attested by its Secretary this August 15, 1988.

                                        AMERADA HESS CORPORATION

[CORPORATE SEAL]


                                        By: /s/ Leon Hess
                                            ------------------------------------
                                            LEON HESS
                                            Chairman of the Board


Attest: /s/ Carl T. Tursi
        -----------------------------
        CARL T. TURSI
        Secretary


                                      -21-



                           CERTIFICATE OF AMENDMENT TO
                    RESTATED CERTIFICATE OF INCORPORATION OF
                            AMERADA HESS CORPORATION

          Amerada Hess Corporation (the "Corporation"), a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify that:

          The amendments to the Restated Certificate of Incorporation of the
Corporation set forth below have been duly adopted in accordance with the
provisions of Section 242 of the DGCL:

          Article First of the Restated Certificate of Incorporation of the
Corporation is hereby deleted in its entirety and the following inserted in lieu
thereof:

          "FIRST: The name of the Corporation is

                                HESS CORPORATION"

          Article Fourth of the Restated Certificate of Incorporation of the
Corporation is hereby deleted in its entirety and the following inserted in lieu
thereof:

          "FOURTH: The total number of shares of all classes of stock which the
          Corporation shall have authority to issue is 620,000,000 shares of
          which 20,000,000 shares shall be shares of Preferred Stock, of the par
          value of $1 per share ("Preferred Stock"), and 600,000,000 shares
          shall be shares of Common Stock, of the par value of $1 per share
          ("Common Stock")."

          The effective date of this Amendment to Restated Certificate of
Incorporation shall be May 3, 2006.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be duly executed and acknowledged in accordance with Section 103 of
the DGCL.

                                        AMERADA HESS CORPORATION


                                        By: /s/ John B. Hess
                                            ------------------------------------
                                        Name: John B. Hess
                                        Title: Chairman of the Board and
                                               Chief Executive Officer



                                                                       Exhibit 4

                                                                  EXECUTION COPY

================================================================================

                           FIVE-YEAR CREDIT AGREEMENT

                          dated as of December 10, 2004

                             as AMENDED AND RESTATED

                               as of May 12, 2006

                                      among

                                HESS CORPORATION,

                            THE LENDERS PARTY HERETO,

                     AMERADA HESS OIL AND GAS HOLDINGS INC.,
                     HESS OIL VIRGIN ISLANDS CORPORATION and
                  AMERADA HESS INTERNATIONAL HOLDINGS LIMITED,
                       as initial Borrowing Subsidiaries,

                           JPMORGAN CHASE BANK, N.A.,
                            as Administrative Agent,

                             BANK OF AMERICA, N.A.,
                             BAYERISCHE LANDESBANK,
                                  BNP PARIBAS,
                                 CITIBANK, N.A.
                                       and
                         THE ROYAL BANK OF SCOTLAND PLC,
                            as Co-Syndication Agents

                                       and

                   THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and
                            THE BANK OF NOVA SCOTIA,
                           as Co-Documentation Agents

                                   ----------

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner

                                   ----------

                    $3,000,000,000 REVOLVING CREDIT FACILITY

================================================================================



                                TABLE OF CONTENTS

                                                                           
                                   ARTICLE I

                                  Definitions

SECTION 1.01.    Defined Terms.............................................    2
SECTION 1.02.    Classification of Loans and Borrowings....................   19
SECTION 1.03.    Terms Generally...........................................   19
SECTION 1.04.    Accounting Terms; GAAP....................................   20

                                   ARTICLE II

                                   The Credits

SECTION 2.01.    Commitments...............................................   20
SECTION 2.02.    Loans and Borrowings......................................   20
SECTION 2.03.    Requests for Revolving Borrowings.........................   21
SECTION 2.04.    Bid Procedure for Competitive Loans.......................   22
SECTION 2.05.    Letters of Credit.........................................   24
SECTION 2.06.    Funding of Borrowings.....................................   31
SECTION 2.07.    Interest Elections........................................   31
SECTION 2.08.    Termination, Reduction, Extension and Increase of
                    Commitments; Reduction of AHIHL Sublimit...............   32
SECTION 2.09.    Repayment of Loans; Evidence of Debt......................   36
SECTION 2.10.    Prepayment of Loans.......................................   36
SECTION 2.11.    Fees......................................................   37
SECTION 2.12.    Interest..................................................   39
SECTION 2.13.    Alternate Rate of Interest................................   40
SECTION 2.14.    Increased Costs...........................................   40
SECTION 2.15.    Break Funding Payments....................................   42
SECTION 2.16.    Taxes.....................................................   43
SECTION 2.17.    Payments Generally; Pro Rata Treatment; Sharing of
                    Set-offs...............................................   44
SECTION 2.18.    Mitigation Obligations; Replacement of Lenders............   45
SECTION 2.19.    Borrowing Subsidiaries....................................   46

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.    Corporate Existence and Power; Compliance with Law........   47
SECTION 3.02.    Corporate Authority.......................................   47
SECTION 3.03.    Enforceability............................................   48
SECTION 3.04.    Financial Condition.......................................   48





                                                                           
SECTION 3.05.    Litigation................................................   48
SECTION 3.06.    ERISA.....................................................   48
SECTION 3.07.    Environmental Matters.....................................   48
SECTION 3.08.    Federal Regulations.......................................   49
SECTION 3.09.    Investment Company Status.................................   49
SECTION 3.10.    Scheduled Debt............................................   49

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.    Conditions to Effectiveness...............................   49
SECTION 4.02.    Conditions to Each Credit Event...........................   50
SECTION 4.03.    Conditions to Initial Borrowing by each
                    Borrowing Subsidiary...................................   50

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.    Financial Statements and Other Information................   51
SECTION 5.02.    Notices of Material Events................................   53
SECTION 5.03.    Existence; Conduct of Business............................   54
SECTION 5.04.    Compliance with Contractual Obligations...................   54
SECTION 5.05.    Insurance.................................................   54
SECTION 5.06.    Compliance with Laws......................................   54
SECTION 5.07.    Use of Proceeds...........................................   54

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.    Liens.....................................................   55
SECTION 6.02.    Fundamental Changes.......................................   56
SECTION 6.03.    Restrictive Agreements....................................   57
SECTION 6.04.    Future Subsidiary Guaranties..............................   57
SECTION 6.05.    Capitalization Ratios.....................................   57
SECTION 6.06.    Leverage Ratio............................................   57
SECTION 6.07.    Covenants of AHIHL........................................   57





                                                                           
                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                    Guarantee

                                    ARTICLE X

                                  Miscellaneous

SECTION 10.01.   Notices...................................................   65
SECTION 10.02.   Waivers; Amendments.......................................   66
SECTION 10.03.   Expenses; Indemnity; Damage Waiver........................   67
SECTION 10.04.   Successors and Assigns....................................   68
SECTION 10.05.   Survival..................................................   71
SECTION 10.06.   USA Patriot Act...........................................   71
SECTION 10.07.   Counterparts; Integration; Effectiveness..................   71
SECTION 10.08.   Severability..............................................   71
SECTION 10.09.   Right of Setoff...........................................   72
SECTION 10.10.   Governing Law; Jurisdiction; Consent to Service of
                    Process; Process Agent; Waiver of Immunity.............   72
SECTION 10.11.   WAIVER OF JURY TRIAL......................................   73
SECTION 10.12.   Headings..................................................   73
SECTION 10.13.   Confidentiality...........................................   73
SECTION 10.14.   Designation of AHIHL as a Guaranteed Borrowing
                    Subsidiary.............................................   74
SECTION 10.15.   AHIHL Debt................................................   74



SCHEDULES:

Schedule 2.01    Commitments
Schedule 2.05    LC Commitments
Schedule 3.10    Scheduled Debt
Schedule 6.01    Existing Liens



  EXHIBITS:

  Exhibit A      Form of Assignment and Acceptance
  Exhibit B      Form of Notes
  Exhibit C-1    Form of Opinion of Counsel to the Company
  Exhibit C-2    Form of Opinion of Local Counsel to the Borrowing Subsidiaries
  Exhibit D      Form of Notice of LC Activity
  Exhibit E      Form of Notice of LC Request
  Exhibit F-1    Form of Borrowing Subsidiary Agreement
  Exhibit F-2    Form of Borrowing Subsidiary Termination



                    FIVE-YEAR CREDIT AGREEMENT dated as of December 10, 2004, as
               AMENDED AND RESTATED as of May 12, 2006 (the "Agreement"), among
               HESS CORPORATION, a Delaware corporation (the "Company"); the
               LENDERS party hereto (the "Lenders"); AMERADA HESS OIL AND GAS
               HOLDINGS INC., a Cayman Islands exempted company incorporated
               with limited liability, HESS OIL VIRGIN ISLANDS CORPORATION, a
               U.S. Virgin Islands corporation, and AMERADA HESS INTERNATIONAL
               HOLDINGS LIMITED, a Cayman Islands exempted company incorporated
               with limited liability ("AHIHL"), as Borrowing Subsidiaries, and
               each other Borrowing Subsidiary from time to time party hereto;
               JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Administrative Agent (in
               such capacity the "Administrative Agent"); Bank of America, N.A.,
               Bayerische Landesbank, BNP Paribas, Citibank, N.A. and The Royal
               Bank of Scotland plc, as Co-Syndication Agents; and The Bank of
               Tokyo-Mitsubishi UFJ, Ltd. and The Bank of Nova Scotia, as
               Co-Documentation Agents.

          The Company and the Borrowing Subsidiaries (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) have requested that the Existing Credit Agreement
be amended and restated in the form of this Agreement (a) to enable the Company
and the Borrowing Subsidiaries to borrow on a revolving credit basis on and
after the date hereof and at any time and from time to time prior to the
Maturity Date a principal amount not in excess of $3,000,000,000 at any time
outstanding, (b) to establish procedures pursuant to which the Borrowers may
invite the Lenders to bid on an uncommitted basis on borrowings by the Borrowers
maturing on or prior to the Maturity Date and (c) to provide for the issuance by
the Issuing Banks of Letters of Credit to support payment obligations of the
Borrowers and their Subsidiaries. The proceeds of borrowings hereunder are to be
used for general corporate purposes of the Company and its Subsidiaries,
including the payment of dividends and distributions by the Company and its
Subsidiaries, the financing of working capital requirements and the payment of
maturing commercial paper, and the Letters of Credit issued hereunder are to be
used for general corporate purposes of the Company and its Subsidiaries.

          The Lenders, the Administrative Agent, the Co-Syndication Agents and
the Co-Documentation Agents have agreed to such amendment and restatement on the
terms and subject to the conditions herein set forth.

          Accordingly, the parties hereto agree as follows:



                                                                               2


                                    ARTICLE I

                                   Definitions

          SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, means that
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

          "Accommodation Guaranty Indebtedness" shall have the meaning ascribed
to it in Article VII(e).

          "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrative Agent" has the meaning ascribed to it in the preamble
to this Agreement.

          "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Agents" means the Administrative Agent, the Co-Syndication Agents and
the Co-Documentation Agents.

          "AHIHL Capitalization Ratio" means, on any date, the ratio, expressed
as a percentage, of (i) Total Consolidated Debt of AHIHL and its Consolidated
Subsidiaries on such date to (ii) Total Capitalization of AHIHL and its
Consolidated Subsidiaries on such date.

          "AHIHL Sublimit" means $300,000,000 or any other amount that the
Company, AHIHL and each of the Lenders shall agree upon in writing from time to
time.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the higher of (a) the Prime Rate in effect on such day minus 1% per annum and
(b) the Federal Funds Effective Rate in effect on such day plus 1.50% per annum.
Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective
date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.



                                                                               3


          "Applicable Margin" means, for any day, (a) with respect to any
Eurodollar Revolving Loan of any Borrower other than AHIHL, the applicable rate
per annum set forth below under the caption "Eurodollar Spread--Borrowers Other
than AHIHL" based upon the Public Debt Ratings as set forth below, (b) with
respect to any Eurodollar Revolving Loan of AHIHL, the applicable rate per annum
set forth below under the caption "Eurodollar Spread --AHIHL" based upon the
Public Debt Ratings as set forth below and (c) with respect to any ABR Revolving
Loan of any Borrower, the Applicable Margin in effect on each day for Eurodollar
Revolving Loans of such Borrower minus 1.00% (but not less than 0.00%):



 Public Debt Rating        Eurodollar Spread--Borrowers
 S&P/Moody's/Fitch               Other Than AHIHL         Eurodollar Spread--AHIHL
- --------------------       ----------------------------   ------------------------
                                                    
      Level I                          0.270%                       0.520%
> or = BBB+ / Baa1 / BBB+

      Level II                         0.400%                       0.650%
  BBB / Baa2 / BBB

      Level III                        0.525%                       0.775%
 BBB- / Baa3 / BBB-

      Level IV                         0.725%                       0.975%
   BB+ / Ba1 / BB+

      Level V                          0.950%                       1.200%
< BB+ / Ba1 / BB+


          "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

          "Applicable Rate" means, for any day, with respect to the Facility
Fees, Utilization Fees or Fronting Fees payable hereunder, as the case may be,
the applicable rate per annum set forth below under the caption "Facility Fee
Rate", "Utilization Fee Rate" or "Fronting Fee Rate", as the case may be, based
upon the Public Debt Ratings applicable on such date:



                                                                               4




      Public Debt
Rating S&P/Moody's /Fitch   Facility Fee Rate   Utilization Fee Rate   Fronting Fee Rate
- -------------------------   -----------------   --------------------   -----------------
                                                              
Level I                           0.080%               0.050%                0.100%
> or = BBB+ / Baa1 / BBB+

Level II                          0.100%               0.050%                0.125%
BBB / Baa2 / BBB

Level III                         0.125%               0.100%                0.125%
BBB- / Baa3 / BBB-

Level IV                          0.175%               0.100%                0.125%
BB+ / Ba1 / BB+

Level V                           0.200%               0.100%                0.125%
< BB+ / Ba1 / BB+


          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

          "Augmenting Lender" has the meaning assigned to such term in Section
2.08(e).

          "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrower" means the Company or any Borrowing Subsidiary.

          "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Competitive Loan or
group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect.

          "Borrowing Request" means a request by a Borrower for Revolving Loans
in accordance with Section 2.03.

          "Borrowing Subsidiary" means (a) each of Amerada Hess Oil and Gas
Holdings Inc., a Cayman Islands exempted company incorporated with limited
liability, Hess Oil Virgin Islands Corporation, a U.S. Virgin Islands
corporation, and Amerada Hess International Holdings Limited, a Cayman Islands
exempted company incorporated with limited liability, each a Consolidated
Subsidiary, and (b) each other Subsidiary that



                                                                               5


has been designated as a Borrowing Subsidiary pursuant to Section 2.19, other
than any such Subsidiary that has ceased to be a Borrowing Subsidiary as
provided in Section 2.19.

          "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit F-1, duly executed by the Company
and a Subsidiary and approved by the Administrative Agent.

          "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit F-2, duly executed by the
Company.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that the term "Business Day" shall also exclude, when
used in connection with a Eurodollar Loan, any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capital Lease" means, with respect to any Person which is the lessee
thereunder, any lease or charter of property, real or personal, which would, in
accordance with GAAP, be recorded as an asset under a capital lease on a balance
sheet of such Person.

          "Capitalized Lease Obligation" means, with respect to any Person on
any date, the amount which would, in accordance with GAAP, be recorded as an
obligation under a Capital Lease on a balance sheet of such Person as lessee
under such Capital Lease as at such date. For all purposes of this Agreement,
Capitalized Lease Obligations shall be deemed to be Debt secured by a Lien.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Co-Documentation Agents" shall have the meaning ascribed to it in the
preamble to this Agreement.

          "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans and acquire participations in Letters of
Credit, as



                                                                               6


such commitment may be (a) reduced or increased from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04. The initial amount
of each Lender's Commitment is set forth on Schedule 2.01 (as such Schedule may
be modified pursuant to Section 2.08(e)), or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.

          "Commitment Increase" has the meaning assigned to such term in Section
2.08(e).

          "Company" means Hess Corporation, a Delaware corporation.

          "Company Capitalization Ratio" means, on any date, the ratio,
expressed as a percentage, of (i) Total Consolidated Debt of the Company and its
Consolidated Subsidiaries on such date to (ii) Total Capitalization of the
Company and its Consolidated Subsidiaries on such date.

          "Competitive", when used in reference to any Loan or Borrowing, means
that such Loan, or the Loans comprising such Borrowing, are being made in
accordance with Section 2.04.

          "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request by a Borrower for
Competitive Bids in accordance with Section 2.04.

          "Consenting Lender" has the meaning assigned to such term in Section
2.08(d).

          "Consolidated Current Liabilities" means, with respect to any Person
on any date, all amounts which, in conformity with GAAP, would be classified as
current liabilities on a consolidated balance sheet of such Person and its
Consolidated Subsidiaries as at such date.

          "Consolidated EBITDA" means, for any Person and for any period,
Consolidated Net Income of such person for such period, plus (a) without
duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i) consolidated interest expense for such period, (ii)
consolidated income tax expense for such period, (iii) all amounts attributable
to depreciation and amortization (including without limitation impairment of oil
and gas reserves, properties and leases) for such period and (iv) any
extraordinary non-cash charges for such period, and minus (b) without
duplication and to the extent included in determining such Consolidated Net



                                                                               7


Income, any extraordinary gains for such period, all determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Intangibles" means, with respect to any Person on any
date, all assets of such Person and its Consolidated Subsidiaries, determined on
a consolidated basis, that would, in conformity with GAAP, be classified as
intangible assets on a consolidated balance sheet of such Person and its
Consolidated Subsidiaries as at such date, including, without limitation,
unamortized debt discount and expense, unamortized organization and
reorganization expense, costs in excess of the fair market value of acquired
companies, patents, trade or service marks, franchises, trade names, goodwill
and the amount of all write-ups in the book value of assets resulting from any
revaluation thereof (other than revaluations arising out of foreign currency
valuations in conformity with GAAP).

          "Consolidated Net Income" means, for any period, the net income (or
net deficit) of the Company and its Consolidated Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Net Tangible Assets" means, with respect to any Person
on any date, the amount equal to (a) the amount that would, in conformity with
GAAP, be included as assets on the consolidated balance sheet of such Person and
its Consolidated Subsidiaries as at such date minus (b) the sum of (i)
Consolidated Intangibles of such Person at such date and (ii) Consolidated
Current Liabilities of such Person at such date.

          "Consolidated Subsidiaries" means, with respect to any Person on any
date, all Subsidiaries and other entities whose accounts are consolidated with
the accounts of such Person as of such date in accordance with the principles of
consolidation reflected in the audited financial statements of such Person as of
such date delivered in accordance with Section 5.01.

          "Continuing Directors" has the meaning ascribed to it in Article VII.

          "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Co-Syndication Agents" has the meaning ascribed to it in the preamble
to this Agreement.

          "Credit Event" means each Borrowing and each issuance, renewal,
extension or increase of a Letter of Credit.



                                                                               8


          "Debt" means with respect to any Person (i) indebtedness for borrowed
money (including, without limitation, indebtedness evidenced by debt
securities); (ii) obligations to pay the deferred purchase price of property or
services, except trade accounts payable in the ordinary course of business;
(iii) Capitalized Lease Obligations, in the case of each of the foregoing
clauses (i) through (iii), for which such Person or any of its Consolidated
Subsidiaries shall be liable as primary obligor or under any Guaranty of any
such indebtedness or other such obligations of an entity not included in such
Person's consolidated financial statements and (iv) any such indebtedness or
other such obligations of any entity not included in such Person's consolidated
financial statements secured in any manner by any Lien upon any assets of such
Person or any of its Consolidated Subsidiaries; provided that for purposes of
the computation of any Debt under this Agreement there shall be no duplication
of any item of primary or other indebtedness or other obligation referred to
herein above, whether such item reflects the indebtedness or other obligation of
such Person or any of its Consolidated Subsidiaries or of any entity not
included in such Person's consolidated financial statements; and provided,
further, that when computing Debt of the Company under this Agreement the first
$100,000,000 in the aggregate for which the Company and its Consolidated
Subsidiaries shall be liable under any Guaranty of any such indebtedness or
other such obligations of an entity not included in the Company's consolidated
financial statements shall be excluded from the computation of Debt of the
Company.

          "Declining Lender" has the meaning assigned to such term in Section
2.08(d).

          "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "dollars" or "$" refers to lawful money of the United States of
America.

          "Effective Date" means the date on which the conditions set forth in
Section 4.01 are satisfied.

          "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or the release of any
materials into the environment.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company or any of its Consolidated
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.



                                                                               9


          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "Eurodollar", when used in reference to any Loan or Borrowing, means
that such Loan, or the Loans comprising such Borrowing, are bearing interest at
a rate determined by reference to the Adjusted LIBO Rate (or, in the case of a
Competitive Loan, the LIBO Rate).

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, any Issuing Bank, or any other recipient of any payment to be made by or
on account of any obligation of any Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which any Lender or any Issuing Bank is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Company under Section 2.18(b)) or any foreign branch or Affiliate
of a Lender caused by such Lender to make a Loan under Section 2.02(b), any
withholding tax that is imposed by the United States of America on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement or such foreign branch or Affiliate is caused to make such a
Loan or is attributable to such Foreign Lender's or such foreign branch's or
Affiliate's failure or inability to comply with Section 2.16(e), except to the
extent that such Foreign Lender's assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from any Borrower with respect to such
withholding tax pursuant to Section 2.16(a).

          "Existing Credit Agreement" means the Five-Year Credit Agreement dated
as of December 10, 2004, as amended and restated as of April 26, 2005, among the
Company; Amerada Hess Oil and Gas Holdings Inc. and Amerada Hess International
Holdings Limited, as borrowing subsidiaries; the lenders party thereto; the
Administrative Agent; and the co-syndication agents and co-documentation agents
named therein.

          "Existing Maturity Date" has the meaning assigned to such term in
Section 2.08(d).

          "Facility Fee" has meaning ascribed to it in Section 2.11(a).

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of



                                                                              10


the quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

          "Financial Officer" means, with respect to the Company, the chief
financial officer, principal accounting officer, treasurer or controller of the
Company.

          "Fitch" means Fitch, Inc.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than the United States of America. For purposes of this
definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

          "Fronting Fee" has the meaning assigned to such term in Section
2.11(b).

          "GAAP" means generally accepted accounting principles in the United
States of America.

          "Governmental Authority" means the government of the United States of
America, or any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guaranteed Borrowing Subsidiary" means each Borrowing Subsidiary
other than AHIHL; provided that at any time after the designation of AHIHL as a
Guaranteed Borrowing Subsidiary in accordance with Section 10.14, AHIHL shall
also constitute a Guaranteed Borrowing Subsidiary.

          "Guaranteed Obligations" means all the following obligations, when and
as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise: (a) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on (i) all Loans made to any Guaranteed Borrowing
Subsidiary and (ii) each Loan made to AHIHL to the extent that, immediately
after the making of such Loan, the amount of the Total Exposures of all the
Lenders attributable to Loans made to and Letters of Credit issued for the
account of AHIHL shall have exceeded the AHIHL Sublimit (but only to the extent
of such excess), (b) each payment (including payments in respect of
reimbursements of LC Disbursements and interest thereon) required to be made
under this Agreement in respect of (i) any Letter of Credit issued for the
account of any



                                                                              11


Guaranteed Borrowing Subsidiary and (ii) each Letter of Credit issued for the
account of AHIHL to the extent that, immediately after the issuance of such
Letter of Credit, the amount of the Total Exposures of all the Lenders
attributable to Loans made to and Letters of Credit issued for the account of
AHIHL shall have exceeded the AHIHL Sublimit (but only to the extent of such
excess), and (c) all other monetary obligations under this Agreement or any
other Loan Document, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), (i) of any Guaranteed Borrowing Subsidiary and
(ii) of AHIHL to the extent related to Loans or Letters of Credit referred to in
clauses (a)(ii) or (b)(ii) above. In the event that a portion but not all of any
Borrowing by AHIHL, or a portion but not all of the obligations of AHIHL in
respect of any Letter of Credit, shall constitute Guaranteed Obligations, (A)
the portion of such Borrowing or such obligations constituting Guaranteed
Obligations shall be deemed to be held by the Lenders ratably in accordance with
their Commitments and (B) in the event any such Borrowing shall be prepaid in
part or the amount of any such Letter of Credit shall be reduced, the amount of
such prepayment or reduction shall be deemed to be applied first against amounts
not constituting Guaranteed Obligations.

          "Guaranty" by any Person means any direct or indirect undertaking to
assume, guaranty, endorse, contingently agree to purchase or to provide funds
for the payment of, or otherwise become liable in respect of, any obligation of
any other Person, excluding endorsements for collection or deposit in the
ordinary course of business.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

          "Increase Effective Date" has the meaning assigned to such term in
Section 2.08(e).

          "Increasing Lender" has the meaning assigned to such term in Section
2.08(e).

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indemnitee" shall have the meaning ascribed to it in Section 10.03.

          "Information" shall have the meaning ascribed to it in Section 10.13.

          "Interest Election Request" means a request by a Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.07.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurodollar



                                                                              12


Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day during such Interest Period
that occurs at intervals of three months' duration after the first day of such
Interest Period, and (c) with respect to any Fixed Rate Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Fixed Rate Borrowing with an Interest Period of more than
90 days' duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs at
intervals of 90 days' duration after the first day of such Interest Period, and
any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing.

          "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is 7 days (if generally
available), or one, two, three or six months thereafter, as the applicable
Borrower may elect and (b) with respect to any Fixed Rate Borrowing, the period
(which shall not be less than 1 day or more than 360 days) commencing on the
date of such Borrowing and ending on the date specified in the applicable
Competitive Bid Request; provided, that (i) if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless, in the case of a Eurodollar Borrowing only,
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day,
(ii) any Interest Period of one month or more pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period and (iii) except with respect to any
Lender which otherwise agrees, any Interest Period that otherwise would extend
beyond the Maturity Date applicable to any Lender shall end on the Maturity Date
applicable to such Lender. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of
a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

          "Issuing Banks" means each of the Lenders listed on Schedule 2.05 and
such other Lenders, if any, that shall have become an Issuing Bank hereunder as
provided in Section 2.05(k), each in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section
2.05(i). Each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

          "Issuing Bank Agreement" has the meaning assigned to such term in
Section 2.05(k).

          "LC Commitment" means, with respect to any Issuing Bank, the maximum
permitted amount of the LC Exposure that may be attributable to Letters of



                                                                              13


Credit that, subject to the terms and conditions hereof, are required to be
issued by such Issuing Bank. The initial amount of each Issuing Bank's LC
Commitment is set forth on Schedule 2.05 or, if such Issuing Bank is not listed
on such Schedule, as provided for in Section 2.05(k).

          "LC Disbursement" means a payment made by any Issuing Bank pursuant to
a Letter of Credit.

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrowers at such time. The LC Exposure of any Lender at any time shall
be its Applicable Percentage of the total LC Exposure at such time.

          "LC Participation Fee" has the meaning assigned to such term in
Section 2.11(b).

          "Lenders" means the Persons listed on Schedule 2.01, any Augmenting
Lender that shall have become a party hereto pursuant to Section 2.08(e) and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

          "Leverage Ratio" means, on any date, the ratio of (a) Total
Consolidated Debt as of such date to (b) Consolidated EBITDA for the most recent
period of four fiscal quarters for which financial statements of the Company
shall be available as of such date.

          "LIBO Rate" means, with respect to each Interest Period pertaining to
a Eurodollar Loan, the rate per annum determined by the Administrative Agent to
be the offered rate for deposits in dollars with a term comparable to such
Interest Period that appears on the Bloomberg's British Banker's Association
rate page at approximately 11:00 a.m., London time, two Business Days prior to
the beginning of such Interest Period; provided, however, that if at any time
for any reason such offered rate does not appear on the Bloomberg's British
Banker's Association rate page, "LIBO Rate" shall mean, with respect to each day
during each Interest Period pertaining to a Eurodollar Loan, the rate per annum
equal to the average (rounded upward to the nearest 1/100 of 1%) of the
respective rates notified to the Administrative Agent by the Reference Bank, as
the rate, at which such Reference Banks are offered deposits in dollars at or
about 11:00 a.m., London time, two Business Days prior to the beginning of such
Interest Period in the London interbank market for delivery on the first day of
such Interest Period for the number of days comprised therein.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing), any conditional sale or other title retention agreement, or any
lease in the nature thereof.



                                                                              14


          "Loan Documents" means, collectively, this Agreement, each Borrowing
Subsidiary Agreement, each Borrowing Subsidiary Termination and all other
agreements, instruments and documents executed in connection wherewith and
therewith, in each case as the same may be amended, restated, modified or
otherwise supplemented from time to time.

          "Loans" means the loans made by the Lenders to the Borrowers pursuant
to this Agreement.

          "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

          "Margin Stock" shall have the meaning provided in Regulation U of the
Board.

          "Material Adverse Effect" means (a) when used in any representation
and warranty or covenant of any Borrower on and as of the date hereof, any
event, development or circumstance that has had or could reasonably be expected
to have a material adverse effect on (i) the business, assets, property or
financial condition of the Company and its Consolidated Subsidiaries taken as a
whole, or (ii) the validity or enforceability of this Agreement or the rights
and remedies of the Administrative Agent, the Issuing Banks or the Lenders
hereunder and (b) when used in any representation and warranty or covenant of
any Borrower on any date after the date hereof, any change in the consolidated
financial condition or operations of the Company and its Consolidated
Subsidiaries from that set forth in the consolidated financial statements of the
Company as of and for the fiscal year ended December 31, 2005, that is likely to
affect materially and adversely the Company's ability to comply with Section
6.05(a) or 6.06 or to perform its other obligations to the Lenders under this
Agreement.

          "Material Indebtedness" means Debt (other than the Loans and Letters
of Credit) in an aggregate principal amount exceeding $10,000,000.

          "Maturity Date" means May 12, 2011 or the applicable anniversary
thereof as determined in accordance with Section 2.08(d).

          "Maturity Extension Request" has the meaning assigned to such term in
Section 2.08(d).

          "Moody's" means Moody's Investors Service, Inc.

          "Non-Increasing Lender" has the meaning assigned to such term in
Section 2.08(e).

          "Note" has the meaning ascribed to it in Section 2.09(e)



                                                                              15


          "Notice of LC Activity" means a notice substantially in the form of
Exhibit D hereto delivered by an Issuing Bank to a Borrower and the
Administrative Agent pursuant to Section 2.05(b) with respect to the issuance,
amendment, renewal, extension or expiry of, or a drawing under, a Letter of
Credit.

          "Notice of LC Request" means a notice substantially in the form of
Exhibit E hereto delivered by a Borrower to an Issuing Bank and the
Administrative Agent pursuant to Section 2.05(b) with respect to a proposed
Letter of Credit.

          "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

          "Outstanding Loans" has the meaning assigned to such term in Section
2.08(e).

          "Participant" has the meaning ascribed to it in Section 10.04.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes that are not yet due or are being
     contested in good faith by appropriate proceedings and as to which
     appropriate reserves have been set aside in accordance with GAAP;

          (b) carriers', warehousemen's, mechanics', materialmen's, and
     repairmen's Liens, Liens for crew's wages or salvage (or making deposits to
     release such Liens) and other like Liens imposed by law, arising in the
     ordinary course of business and securing obligations that are not overdue
     by more than 30 days or are being contested in good faith by appropriate
     proceedings and as to which appropriate reserves have been set aside in
     accordance with GAAP;

          (c) Liens on standard industry terms imposed by charter parties or
     under contracts of affreightment;

          (d) Liens arising out of judgments or awards against the Company or
     any of its Consolidated Subsidiaries with respect to which the Company or
     such Subsidiary at the time shall currently be prosecuting an appeal or
     proceedings for review and with respect to which it shall have secured a
     stay of execution pending such appeal or proceedings for review;

          (e) pledges and deposits made in the ordinary course of business in
     compliance with workers' compensation, unemployment insurance and other
     social security laws or regulations;

          (f) deposits to secure the performance of bids, trade contracts,
     leases, statutory obligations, surety and appeal bonds or performance
     bonds, margin posted to secure payment or performance under futures,
     forwards or Swap



                                                                              16


     Agreements, and other obligations of a like nature, in each case in the
     ordinary course of business;

          (g) easements, zoning restrictions, rights-of-way and similar
     encumbrances on real property and imperfections of titles imposed by law or
     arising in the ordinary course of business that do not secure any monetary
     obligations and do not materially detract from the value of the affected
     property or interfere with the ordinary conduct of business of the Company
     or any of its Consolidated Subsidiaries;

          (h) Liens on any oil and/or gas properties or other mineral interests
     of the Company or any of its Consolidated Subsidiaries, whether developed
     or undeveloped, arising as security for the Company's or such Subsidiary's
     costs and expenses incurred by it in connection with the exploration,
     development or operation of such properties, in favor of a person who is
     conducting the exploration, development or operation of such properties, or
     in connection with farmout, dry hole, bottom hole, communitization,
     unitization, pooling and operating agreements and/or other agreements of
     like general nature incident to the acquisition, exploration, development
     and operation of such properties or as required by regulatory agencies
     having jurisdiction in the premises; and

          (i) overriding royalties, royalties, production payments, net profits
     interests or like interests to be paid out of production from oil and/or
     gas properties or other mineral interests of the Company or any of its
     Consolidated Subsidiaries, or to be paid out of the proceeds from the sale
     of any such production;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Debt.

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Public Debt Ratings" means the ratings assigned by S&P, Moody's and
Fitch to the Company's senior unsecured non-credit enhanced long term debt. For
purposes of the foregoing, (a) if only one or two of S&P, Moody's and Fitch
shall have in effect a Public Debt Rating, the Applicable Rate and the
Applicable Margin shall be determined by reference to the available ratings; (b)
if none of S&P, Moody's and Fitch shall have in effect a Public Debt Rating, the
Applicable Rate and the Applicable Margin will be set in accordance with Level V
under the definition of "Applicable Rate" or "Applicable Margin", as the case
may be; (c) if the ratings established by S&P, Moody's



                                                                              17


and Fitch shall fall within different levels, the Applicable Rate and the
Applicable Margin shall be based upon the rating that is the lower of the two
highest ratings, provided that if the highest of such ratings is more than one
level above the second highest of such ratings, the Applicable Rate and the
Applicable Margin shall be determined by reference to the level that is one
level above that corresponding to such second highest rating; (d) if any rating
established by S&P, Moody's or Fitch shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by the
rating agency making such change; and (e) if S&P, Moody's or Fitch shall change
the basis on which ratings are established, each reference to the Public Debt
Rating announced by S&P, Moody's or Fitch, as the case may be, shall refer to
the then equivalent rating by S&P, Moody's or Fitch, as the case may be.

          "Reference Banks" means JPMorgan Chase Bank, N.A, or such other bank
or banks as may from time to time be designated by the Company and approved by
the Administrative Agent.

          "Register" has the meaning ascribed to it in Section 10.04.

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, (a) at any time prior to the termination of
the Commitments pursuant to Article VII, Lenders having Revolving Credit
Exposures and unused Commitments representing at least 51% of the aggregate
Revolving Credit Exposures and unused Commitments at such time (provided that,
for purposes of declaring the Loans to be due and payable pursuant to Article
VII, the outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders) and
(b) for all purposes after the termination of the Commitments pursuant to
Article VII, Lenders having outstanding Loans and LC Exposures representing at
least 51% of the aggregate outstanding principal amount of Loans and LC
Exposures.

          "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure at such time.

          "Revolving Loan" means a Loan made pursuant to Section 2.03.

          "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

          "SEC" shall mean the Securities and Exchange Commission.

          "Scheduled Debt" has the meaning ascribed to it in Section 3.10.

          "Significant Subsidiary" shall mean, with respect to any Person on any
date, a Consolidated Subsidiary of such Person that as of such time satisfies
the definition



                                                                              18


of a "significant subsidiary" contained as of the date hereof in Regulation S-X
of the SEC, and shall in any event include, with respect to the Company, each
Borrowing Subsidiary.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

          "Subsequent Borrowings" has the meaning assigned to such term in
Section 2.08(e).

          "Subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise Controlled, by the parent or one or more Subsidiaries of the
parent or by the parent and one or more Subsidiaries of the parent.

          "Swap Agreement" means any interest rate, currency or commodity swap
agreement or other interest rate, currency or commodity price protection
agreement capable of financial settlement only.

          "Swap Payment Obligation" means, with respect to any Person, an
obligation of such Person to pay money, either in respect of a periodic payment
or upon termination, to a counterparty under a Swap Agreement, after giving
effect to any netting arrangements between such Person and such counterparty and
such Person's rights of set-off in respect of such obligation provided for in
such Swap Agreement.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Telerate Page" means the display designated as Page 3750 on the Dow
Jones Markets System (or such other page as may replace such page on such
service for the purpose of displaying the rates at which dollar deposits are
offered by leading banks in the London interbank deposit market).



                                                                              19


          "Total Capitalization" of any Person on any date means the sum of (i)
Total Consolidated Debt of such Person on such date and (ii) shareholders'
equity of such Person on such date, determined on a consolidated basis in
accordance with GAAP.

          "Total Consolidated Debt" of any Person on any date means all Debt of
such Person and its Consolidated Subsidiaries on such date, determined on a
consolidated basis in accordance with GAAP.

          "Total Exposure" means, with respect to any Lender at any time, the
sum of (i) the Revolving Credit Exposure of such Lender and (ii) the aggregate
outstanding principal amount of such Lender's Competitive Loans.

          "Transactions" means each of the execution, delivery and performance
by the Borrowers of this Agreement, each Borrowing Subsidiary Agreement, each
Borrowing Subsidiary Termination and the borrowing of Loans under this
Agreement.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

          "USA Patriot Act" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001.

          "Utilization Fee" has the meaning assigned to such term in Section
2.11(c).

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's permitted
successors and assigns, (c) the words "herein", "hereof" and "hereunder", and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections,



                                                                              20


Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights. References herein to the taking of any
action hereunder of an administrative nature by any Borrower shall be deemed to
include references to the Company taking such action on such Borrower's behalf
and the Administrative Agent is expressly authorized to accept any such action
taken by the Company as having the same effect as if taken by such Borrower.

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision is amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Company and the
Borrowing Subsidiaries from time to time during the Availability Period in an
aggregate principal amount not exceeding the amount of such Lender's Commitment;
provided, that after giving effect to each Revolving Credit Loan (a) no Lender's
Revolving Credit Exposure shall exceed such Lender's Commitment, (b) the sum of
the Total Exposures of all the Lenders shall not exceed the sum of the
Commitments of all Lenders and (c) the amount of the Total Exposures of all the
Lenders attributable to Loans made to and Letters of Credit issued for the
account of AHIHL shall not exceed the AHIHL Sublimit unless the Borrowing
Request pursuant to which such Revolving Loan shall be made shall have
identified the obligations of AHIHL in respect of such Revolving Loan as
Guaranteed Obligations and shall have been countersigned by the Company. Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrowers may borrow, prepay and reborrow Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders,
ratably in accordance with their respective Commitments. Each Competitive Loan
shall



                                                                              21


be made in accordance with the procedures set forth in Section 2.04. The failure
of any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.13, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower
may request in accordance herewith and shall be in dollars and (ii) each
Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed
Rate Loans as the applicable Borrower may request in accordance herewith and
shall be in dollars. Each Lender at its option may make any Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of any
Borrower to repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $10,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). Each Competitive Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. Borrowings of
more than one Type and Class may be outstanding at the same time; provided that
there shall not at any time be more than a total of 10 outstanding Eurodollar
Revolving Borrowings.

          SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the applicable Borrower shall notify the Administrative
Agent of such request by telephone (a) in the case of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of any ABR Borrowing, not
later than 11:00 a.m., New York City time, on the Business Day of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
at its office set forth in Section 10.01 of a written Borrowing Request in a
form approved by the Administrative Agent and signed by the applicable Borrower,
or by the Company on behalf of the applicable Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

          (i) the Borrower requesting such Borrowing (or on whose behalf the
     Company is requesting such Borrowing);

          (ii) the aggregate amount of the requested Borrowing;



                                                                              22


          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (v) in the case of a Eurodollar Borrowing, the initial Interest Period
     to be applicable thereto, which shall be a period contemplated by the
     definition of the term "Interest Period"; and

          (vi) the location and number of the applicable Borrower's account to
     which funds are to be disbursed, which shall comply with the requirements
     of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the applicable Borrower shall be deemed to have selected an Interest Period of
one month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

          SECTION 2.04. Bid Procedure for Competitive Loans. (a) Subject to the
terms and conditions set forth herein, from time to time during the Availability
Period any Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided,
that after giving effect to each Competitive Loan (i) the sum of the Total
Exposures of all the Lenders shall not exceed the sum of the Commitments of all
Lenders and (ii) the amount of the Total Exposures of all the Lenders
attributable to Loans made to and Letters of Credit issued for the account of
AHIHL shall not exceed the AHIHL Sublimit unless the Competitive Bid Request
pursuant to which such Competitive Loan shall be made shall have identified the
obligations of AHIHL in respect of such Competitive Loan as Guaranteed
Obligations and shall have been countersigned by the Company. To request
Competitive Bids, the Company or the applicable Borrowing Subsidiary shall
notify the Administrative Agent at its office set forth in Section 10.01 of such
request by telephone, (i) in the case of a Eurodollar Competitive Borrowing, not
later than 11:00 a.m., New York City time, four Business Days before the date of
the proposed Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing. Each such telephonic Competitive Bid Request shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request in a form approved by the Administrative Agent
and signed by the applicable Borrower, or by the Company on behalf of the
applicable Borrower. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.02:

          (i) the Borrower requesting such Borrowing (or on whose behalf the
     Company is requesting such Borrowing);



                                                                              23


          (ii) the aggregate amount of the requested Borrowing;

          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed
     Rate Borrowing;

          (v) the Interest Period to be applicable to such Borrowing, which
     shall be a period contemplated by the definition of the term "Interest
     Period";

          (vi) the maturity date of such Borrowing, which shall be no less than
     seven and no more than 360 days from the requested drawdown date of such
     Borrowing; and

          (vii) the location and number of the applicable Borrower's account to
     which funds are to be disbursed, which shall comply with the requirements
     of Section 2.06.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

          (b) Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids to the applicable Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent at its
office set forth in Section 10.01 by telecopy, (i) in the case of a Eurodollar
Competitive Borrowing, not later than 9:30 a.m., New York City time, three
Business Days before the date of the proposed Borrowing and (ii) in the case of
a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the
proposed date of such Competitive Borrowing. Competitive Bids that do not
conform substantially to the form approved by the Administrative Agent may be
rejected by the Administrative Agent, and the Administrative Agent shall notify
the applicable Lender of such rejection as promptly as practicable. Each
Competitive Bid shall specify (i) the principal amount (which shall be a minimum
of $5,000,000 and an integral multiple of $1,000,000 and which may equal the
entire principal amount of the Competitive Borrowing requested by the applicable
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make
such Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.

          (c) The Administrative Agent shall promptly notify the applicable
Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.



                                                                              24


          (d) Subject only to the provisions of this paragraph, a Borrower may
accept or reject any Competitive Bid. The applicable Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of such Competitive Borrowing; provided that (i) the failure of the applicable
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) a Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by a Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) of this
proviso, a Borrower may accept Competitive Bids at the same Competitive Bid Rate
in part, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive
Loan is in a minimum principal amount of $5,000,000 and an integral multiple of
$1,000,000; provided further that if a Competitive Loan must be in an amount
less than $5,000,000 because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in
a manner determined by the applicable Borrower. A notice given by a Borrower
pursuant to this paragraph shall be irrevocable.

          (e) The Administrative Agent shall promptly notify each bidding Lender
by telecopy whether or not its Competitive Bid has been accepted (and, if so,
the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

          (f) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the applicable Borrower at least one quarter of an hour earlier than the time
by which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

          SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, each of the Company and the Borrowing Subsidiaries,
at its option, may request any Issuing Bank or Issuing Banks to issue for the
account of the Company or the applicable Borrowing Subsidiary, as the case may
be, Letters of Credit denominated in dollars, in form reasonably acceptable to
the Administrative Agent and the applicable Issuing Banks, at any time and from
time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this



                                                                              25


Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by such Borrower to, or entered into by
such Borrower with, any Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control. An Issuing Bank shall not be
under any obligation to issue any Letter of Credit if any order, judgment or
decree of any Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any
law, rule, regulation or orders of any Governmental Authority applicable to the
Issuing Bank or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Bank
shall prohibit, or request that the Issuing Bank refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Bank is not
otherwise compensated hereunder) not in effect on the Effective Date, or shall
impose upon the Issuing Bank any unreimbursed loss, cost or expense which was
not applicable on the Effective Date and which the Issuing Bank in good faith
deems material to it.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Company or the
applicable Borrowing Subsidiary shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (at
least one Business Day in advance of the requested date of issuance, amendment,
renewal or extension) a Notice of LC Request requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the Issuing Bank, such Borrower also shall
submit a letter of credit application on the Issuing Bank's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrowers shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure shall not exceed the
aggregate Commitments, (ii) the portion of the LC Exposure attributable to
Letters of Credit issued by any Issuing Bank shall not exceed the LC Commitment
of such Issuing Bank (unless otherwise agreed by such Issuing Bank), (iii) the
Total Exposures shall not exceed the total Commitments and (iv) the amount of
the Total Exposures of all the Lenders attributable to Loans made to and Letters
of Credit issued for the account of AHIHL shall not exceed the AHIHL Sublimit
unless the Notice of LC Request pursuant to which such Letter of Credit shall be
issued, amended, renewed or extended shall have identified the obligations of
AHIHL in respect of such Letter of Credit as Guaranteed Obligations and shall
have been countersigned by the Company. A Letter of Credit shall not be issued
if the Issuing Bank shall have received written notice from the Required
Lenders, the Administrative Agent or the Company, at least one



                                                                              26


Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Section 4.02 shall not be satisfied. Each Issuing Bank shall promptly (and in
any event within one Business Day) notify the Administrative Agent of each
issuance, amendment, renewal, extension or expiry of, and of each drawing under,
each Letter of Credit issued by it, and shall provide to the Administrative
Agent such other information as the Administrative Agent shall reasonably
request as to the Letters of Credit issued by such Issuing Bank. Without
limiting the foregoing, each Issuing Bank shall deliver a Notice of LC Activity
to the Administrative Agent and the Company within one Business Day of the
issuance, amendment, renewal, extension or expiry of, and of each drawing under,
a Letter of Credit. Such Notice of LC Activity shall include, to the extent
applicable, (i) a copy of the applicable Letter of Credit (or, if applicable,
any amendment thereof), (ii) information with respect to the stated amount,
beneficiary and expiration date of such Letter of Credit and (iii) information
with respect to the amendment, renewal, extension or expiry of, or drawing
under, such Letter of Credit.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the date that is thirty Business Days prior to the
Maturity Date; provided that no Letter of Credit may expire after the Maturity
Date of any Declining Lender in accordance with Section 2.08 if, after giving
effect to such issuance, the aggregate Commitments of the Consenting Lenders
(including any replacement Lenders) for the period following such Maturity Date
would be less than the stated amount of the Letters of Credit expiring after
such Maturity Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, each Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of such Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by such Issuing Bank and not reimbursed by the applicable
Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the applicable Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the applicable Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, not later than the
next



                                                                              27


Business Day following the date that such LC Disbursement is made, if such
Borrower shall have received notice of such LC Disbursement prior to 2:00 p.m.,
New York City time, on the date such LC Disbursement is made, or, if such notice
has not been received by the Company prior to such time on such date, then not
later than 12:00 noon, New York City time, on the Business Day next following
the date on which the applicable Borrower receives such notice by such time;
provided that such Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 that such payment be
financed with an ABR Revolving Borrowing in an equivalent amount and, to the
extent so financed, such Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing. If the
applicable Borrower fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the payment
then due from such Borrower in respect thereof and such Lender's Applicable
Percentage thereof. Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from such Borrower, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank the amounts so received
by it from the Lenders. Promptly following receipt by the Administrative Agent
of any payment from the applicable Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than
the funding of ABR Revolving Loans as contemplated above) shall not constitute a
Loan and shall not relieve a Borrower of its obligation to reimburse such LC
Disbursement.

          (f) Obligations Absolute. Each Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, any Borrower's obligations hereunder. None of
the Administrative Agent, the Lenders or the Issuing Banks, or any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a



                                                                              28


drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Banks;
provided that the foregoing shall not be construed to excuse any Issuing Bank
from liability to any Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by each
Borrower to the extent permitted by applicable law) suffered by any Borrower
that are caused by such Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of an Issuing Bank (as
finally determined by a court of competent jurisdiction), such Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (g) Disbursement Procedures. Each Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. Each Issuing Bank shall promptly
notify the Administrative Agent and the applicable Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve such Borrower of its
obligation to reimburse such Issuing Bank and the Lenders with respect to any
such LC Disbursement.

          (h) Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the applicable Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that such Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Revolving
Loans; provided that, if such Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (e) of this Section, then Section 2.12(d) shall
apply. Interest accrued pursuant to this paragraph shall be for the account of
the applicable Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such
payment.

          (i) Replacement of the Issuing Bank. Any Issuing Bank may be replaced
at any time by written agreement among the Company, the Administrative Agent and
the successor Issuing Bank, and consented to by the replaced Issuing Bank (such
agreements and consent not to be unreasonably delayed or withheld). The
Administrative Agent shall notify the Lenders of any such replacement of an
Issuing Bank. At the time any such replacement shall become effective, the
Borrowers shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the



                                                                              29


effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of the replaced Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. (i) If any Event of Default shall occur
and be continuing, on the Business Day that the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposures representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Company shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date (other than any portion of such LC Exposure attributable to Letters of
Credit issued for the account of AHIHL, if AHIHL shall not at the time be a
Guaranteed Borrowing Subsidiary) plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Company described in clause (g) or (h) of
Article VII. Each such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Company and
the Guaranteed Borrowing Subsidiaries under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Company's risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall
be applied by the Administrative Agent to reimburse any Issuing Bank for LC
Disbursements for which it has not been reimbursed (other than any such LC
Disbursements attributable to Letters of Credit issued for the account of AHIHL,
if AHIHL shall not at the time be a Guaranteed Borrowing Subsidiary) and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Company and the Guaranteed Borrowing Subsidiaries for the LC
Exposure (other than any portion of such LC Exposure attributable to Letters of
Credit issued for the account of AHIHL, if AHIHL shall not at the time be a
Guaranteed Borrowing Subsidiary) at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Revolving Lenders with LC
Exposures representing greater than 50% of the total LC Exposure), be applied to
satisfy other obligations of the Company and the Guaranteed Borrowing
Subsidiaries under this Agreement. If the Company is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Company within three Business Days after all Events of Default have been
cured or waived.



                                                                              30


          (ii) If at any time AHIHL shall not be a Guaranteed Borrowing
Subsidiary and any Event of Default shall occur and be continuing, on the
Business Day that AHIHL receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Lenders with LC Exposures representing greater than 50% of the total
LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, AHIHL shall deposit in an account with the Administrative Agent, in
the name of the Administrative Agent and for the benefit of the Lenders, an
amount in cash equal to the portion of the LC Exposure as of such date
attributable to Letters of Credit issued for the account of AHIHL plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to AHIHL described in
clause (g) or (h) of Article VII. Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of AHIHL under this Agreement. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at AHIHL's risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse any Issuing Bank for LC Disbursements
attributable to Letters of Credit issued for the account of AHIHL for which it
has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of AHIHL for the portion of such
LC Exposure attributable to Letters of Credit issued for the account of AHIHL at
such time or, if the maturity of the Loans has been accelerated (but subject to
the consent of Revolving Lenders with LC Exposures representing greater than 50%
of the total LC Exposure), be applied to satisfy other obligations of AHIHL
under this Agreement. If AHIHL is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to AHIHL
within three Business Days after all Events of Default have been cured or
waived.

          (k) Designation of Additional Issuing Banks. From time to time, the
Company may by notice to the Administrative Agent and the Lenders designate as
additional Issuing Banks one or more Lenders that agree to serve in such
capacity as provided below. The acceptance by a Lender of any appointment as an
Issuing Bank hereunder shall be evidenced by an agreement (an "Issuing Bank
Agreement"), which shall be in a form satisfactory to the Company and the
Administrative Agent, shall set forth the LC Commitment of such Lender and shall
be executed by such Lender, the Company and the Administrative Agent and, from
and after the effective date of such agreement, (i) such Lender shall have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents and (ii) references herein and in the other Loan Documents to the
term "Issuing Bank" shall be deemed to include such Lender in its capacity as an
Issuing Bank.



                                                                              31


          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders; such
transfers shall be made by (x) 12:00 Noon, New York City time in the case of
Borrowings other than ABR Borrowings and (y) 2:00 p.m., New York City time in
the case of ABR Borrowings on the date such Loan is made. The Administrative
Agent will make such amounts available to the applicable Borrower by promptly
crediting the amounts so received, in like funds, to an account of such Borrower
designated by such Borrower in the applicable Borrowing Request or Competitive
Bid Request; provided that ABR Revolving Loans made to refinance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the applicable Issuing Bank.

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed time of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the applicable Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the applicable Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of a Borrower, the interest rate applicable
to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing.

          SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the
applicable Borrower may elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The
applicable Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing. This Section shall not apply to Competitive Borrowings, which may not
be converted or continued.

          (b) To make an election pursuant to this Section, a Borrower (or the
Company on its behalf) shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest



                                                                              32


Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
applicable Borrower (or the Company on its behalf).

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the applicable Borrower shall be deemed to
have selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

          (e) If a Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Company, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

          SECTION 2.08. Termination, Reduction, Extension and Increase of
Commitments; Reduction of AHIHL Sublimit. (a) Unless previously terminated, the
Commitments and the LC Commitments shall terminate on the Maturity Date.



                                                                              33


          (b) The Company may at any time terminate, or from time to time
reduce, the aggregate amount of the Commitments and AHIHL may at any time
terminate, or from time to time reduce, the aggregate amount of the AHIHL
Sublimit; provided that (i) each reduction of the Commitments or the AHIHL
Sublimit, as applicable, shall be in an amount that is an integral multiple of
$10,000,000 and not less than $50,000,000 and (ii) the Company or AHIHL, as
applicable, shall not terminate or reduce the Commitments or the AHIHL Sublimit,
as applicable, if, after giving effect to any concurrent prepayment of the Loans
in accordance with Section 2.10, (a) the sum of the Total Exposures of all the
Lenders would exceed the total Commitments or (b) the amount of the Total
Exposures of all the Lenders attributable to Loans made to and Letters of Credit
issued for the account of AHIHL would exceed the AHIHL Sublimit.

          (c) The Company or AHIHL, as applicable, shall notify the
Administrative Agent of any election to terminate or reduce the Commitments or
the AHIHL Sublimit under paragraph (b) of this Section at least three Business
Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Company or AHIHL, as applicable, pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Company or AHIHL, as applicable, may state that
such notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company or AHIHL, as applicable (by
notice to the Administrative Agent on or prior to the specified effective date),
if such condition is not satisfied. Any termination or reduction of the
Commitments shall be permanent. Each reduction of the Commitments shall be made
ratably among the Lenders based on their respective Commitments.

          (d) The Company, on behalf of itself and AHIHL, may, by notice to the
Administrative Agent (which shall promptly deliver a copy to each of the
Lenders) given not less than 30 days and not more than 90 days prior to any
anniversary of the Effective Date (a "Maturity Extension Request"), request that
the Lenders extend the Maturity Date for an additional one-year period;
provided, that there shall not be more than three extensions of the Maturity
Date under this paragraph during the term of this Agreement. Each Lender shall,
by notice to the Company and the Administrative Agent given not later than the
20th day after the date of the Administrative Agent's receipt of the Company's
Maturity Extension Request, advise the Company whether or not it agrees to the
requested extension (each Lender agreeing to a requested extension being called
a "Consenting Lender" and each Lender declining to agree to a requested
extension being called a "Declining Lender"). Any Lender that has not so advised
the Company and the Administrative Agent by such day shall be deemed to have
declined to agree to such extension and shall be a Declining Lender. If Lenders
constituting the Required Lenders shall have agreed to a Maturity Extension
Request, then the Maturity Date shall, as to the Consenting Lenders, be extended
by one year to the anniversary of the Maturity Date theretofore in effect. The
decision to agree or withhold agreement to any Maturity Extension Request shall
be at the sole discretion of each Lender. The Commitment of any Declining Lender
shall terminate on the Maturity Date in effect prior to giving effect to any
such extension (such Maturity Date being called the "Existing Maturity Date").
The



                                                                              34


principal amount of any outstanding Loans made by Declining Lenders, together
with any accrued interest thereon and any accrued fees and other amounts payable
to or for the account of such Declining Lenders hereunder, shall be due and
payable on the Existing Maturity Date, and on the Existing Maturity Date the
Borrowers shall also make such other prepayments of their respective Loans
pursuant to Section 2.10 as shall be required in order that, after giving effect
to the termination of the Commitments of, and all payments to, Declining Lenders
pursuant to this sentence, (i) no Lender's Revolving Credit Exposure shall
exceed such Lender's Commitment and (ii) the sum of the Total Exposures of all
the Lenders shall not exceed the sum of the Commitments of all Lenders.
Notwithstanding the foregoing provisions of this paragraph, the Company shall
have the right, pursuant to Section 10.04, at any time prior to the Existing
Maturity Date, to replace a Declining Lender with a Lender or other financial
institution that will agree to a Maturity Extension Request, and any such
replacement Lender shall for all purposes constitute a Consenting Lender.
Notwithstanding the foregoing, no extension of the Maturity Date pursuant to
this paragraph shall become effective unless (i) the Administrative Agent shall
have received documents consistent with those delivered with respect to the
Company under Section 4.01(ii) through (iv), and documents consistent with those
delivered with respect to each Borrowing Subsidiary under Section 4.03(b),
giving effect to such extension.

          (e) The Company may, at any time and from time to time, by written
notice to the Administrative Agent (which shall deliver a copy thereof to each
Lender), request that the aggregate amount of the Commitments be increased by an
amount that, together with all prior increases in the Commitments pursuant to
this Section, does not exceed $1,000,000,000. Such notice shall set forth the
amount of the requested increase in the aggregate Commitments (which shall be an
integral multiple of $10,000,000) and the date on which such increase is
requested to become effective (which shall not be less than 30 days or more than
60 days after the date of such notice), and shall offer to each Lender the
opportunity to increase its Commitment by its Applicable Percentage of the
proposed increased amount. Each Lender shall, by notice to the Company and the
Administrative Agent given not more than 15 days after the date on which the
Administrative Agent shall have delivered the Company's notice, either agree to
increase its Commitment by all or a portion of the offered amount (each Lender
so agreeing being an "Increasing Lender") or decline to increase its Commitment
(and any Lender that does not deliver such notice within such period of 15 days
shall be deemed to have declined to increase its Revolving Commitment) (each
Lender so declining or being deemed to have declined being a "Non-Increasing
Lender"). If, on the 15th day after the Administrative Agent shall have
delivered the Company's notice, the Lenders shall have agreed pursuant to the
preceding sentence to increase their Commitments by an aggregate amount less
than the increase in the aggregate Commitments requested by the Company, the
Company may arrange for one or more banks or other financial institutions (any
such bank or other financial institution referred to in this clause (e) being
called an "Augmenting Lender"), which may include any Lender, to extend
Commitments or increase their existing Commitments in an aggregate amount equal
to the unsubscribed amount; provided that each Augmenting Lender, if not already
a Lender hereunder, shall be subject to the approval of the Administrative Agent
and the Issuing Bank (which in each case shall not be unreasonably withheld) and
each Augmenting Lender shall execute



                                                                              35


all such documentation as the Administrative Agent shall specify to evidence its
Commitment and/or its status as a Lender hereunder. Any increase in the
aggregate Commitments may be made in an amount which is less than the increase
requested by the Company if the Company is unable to arrange for, or chooses not
to arrange for, Augmenting Lenders. On the effective date (the "Increase
Effective Date") of any increase in the aggregate Commitments pursuant to this
clause (e) (the "Commitment Increase"), (i) Schedule 2.01 shall be deemed
modified to reflect the Commitments of the Lenders after giving effect to the
Commitment Increase, (ii) the aggregate principal amount of the Revolving Loans
outstanding (the "Outstanding Loans") immediately prior to giving effect to the
Commitment Increase on the Increase Effective Date shall be deemed to be paid;
(iii) each Increasing Lender and each Augmenting Lender that shall have been a
Lender prior to the Commitment Increase shall pay to the Administrative Agent in
same day funds an amount equal to the difference between (A) the product of (1)
such Lender's Applicable Percentage (calculated after giving effect to the
Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings
(as hereinafter defined) and (B) the product of (1) such Lender's Applicable
Percentage (calculated without giving effect to the Commitment Increase)
multiplied by (2) the amount of the Outstanding Loans; (iv) each Augmenting
Lender that shall not have been a Lender prior to the Commitment Increase shall
pay to the Administrative Agent in same day funds an amount equal to the product
of (A) such Augmenting Lender's Applicable Percentage (calculated after giving
effect to the Commitment Increase) multiplied by (B) the amount of the
Subsequent Borrowings; (v) after the Administrative Agent receives the funds
specified in clauses (iii) and (iv) above, the Administrative Agent shall pay to
each Non-Increasing Lender the portion of such funds that is equal to the
difference between (A) the product of (1) such Non-Increasing Lender's
Applicable Percentage (calculated without giving effect to the Commitment
Increase) multiplied by (2) the amount of the Outstanding Loans, and (B) the
product of (1) such Non-Increasing Lender's Applicable Percentage (calculated
after giving effect to the Commitment Increase) multiplied by (2) the amount of
the Subsequent Borrowings; (vi) after the effectiveness of the Commitment
Increase, each Borrower shall be deemed to have made new Borrowings (the
"Subsequent Borrowings") in an aggregate principal amount equal to the aggregate
principal amount of the Outstanding Loans attributable to Revolving Loans of
such Borrower and of the Types and for the Interest Periods specified in a
borrowing request delivered in accordance with Section 2.03; (vii) each
Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall
be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each
calculated after giving effect to the Commitment Increase); and (viii) the
applicable Borrowers shall pay to each Increasing Lender and each Non-Increasing
Lender any and all accrued but unpaid interest on the Outstanding Loans. The
deemed payments made pursuant to clause (ii) above in respect of each Eurodollar
Loan shall be subject to indemnification by the applicable Borrower pursuant to
the provisions of Section 2.15 if the Increase Effective Date occurs other than
on the last day of the Interest Period relating thereto. Notwithstanding the
foregoing, no increase in the aggregate Commitments (or in the Commitment of any
Lender) or addition of a new Lender shall become effective under this paragraph
(e) unless, (i) on the Increase Effective Date, the conditions set forth in
paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references
in such



                                                                              36


paragraphs to a Credit Event being deemed to be references to such increase or
addition); and (ii) the Administrative Agent shall have received (with
sufficient copies for each of the Lenders) documents consistent with those
delivered on the Effective Date under Section 4.01(ii) through (iv), giving
effect to such increase or addition.

          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
made to such Borrower on the Maturity Date and (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Competitive Loan made by such Lender to such Borrower on the last day of the
Interest Period applicable to such Loan.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender to each such Borrower,
including the amounts of principal and interest payable and paid to such Lender
by each such Borrower from time to time hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made to each Borrower hereunder, the Class
and Type thereof and the Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall, absent manifest error, be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of any
Borrower to repay the Loans in accordance with the terms of this Agreement.

          (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, each Borrower shall prepare, execute and deliver
to such Lender a nonnegotiable promissory note substantially in the form
attached as Exhibit B (a "Note") payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its permitted registered assigns).
Thereafter, the Loans evidenced by such Notes and interest thereon shall at all
times (including after assignment pursuant to Section 10.04) be represented by
one or more Notes payable to the order of the payee named therein (or, if such
Note is a registered Note, to such payee and its permitted registered assigns).

          SECTION 2.10. Prepayment of Loans. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Borrowing made by it in
whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section; provided



                                                                              37


that the Borrowers shall not have the right to prepay any Competitive Loan
without the prior consent of the Lender thereof.

          (b) The Company shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment and (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.12.

          SECTION 2.11. Fees. (a) The Company, on behalf of itself and AHIHL,
agrees to pay to the Administrative Agent for the account of each Lender a
facility fee, (a "Facility Fee") which shall accrue at the Applicable Rate on
the daily amount of the Commitment of such Lender (whether used or unused)
during the period from and including the Effective Date to but excluding the
date on which such Commitment terminates; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such Facility Fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any Facility Fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All Facility Fees shall be computed on the basis of a year of 365/366 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

          (b) Each Borrower agrees to pay to the Administrative Agent (i) for
the account of each Lender a participation fee with respect to its
participations in Letters of Credit issued for the account of such Borrower (an
"LC Participation Fee"), which shall accrue at the Applicable Margin used to
determine interest on Eurodollar Revolving Loans of such Borrower on the daily
amount of such Lender's LC Exposure attributable to Letters of Credit issued for
the account of such Borrower (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date but excluding the later of the date on which such Lender's
Commitment terminates and the date on which such Lender ceases to have any LC



                                                                              38


Exposure, and (ii)for the account of each Issuing Bank a fronting fee (a
"Fronting Fee"), which shall accrue at the Applicable Rate and be payable on the
aggregate face amount outstanding of the LC Exposure attributable to the Letters
of Credit issued by such Issuing Bank for the account of such Borrower
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases to be any LC Exposure, as well as such Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and Fronting Fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the 15th day of the month following
such last day (or, if such 15th day is not a Business day, on the next
succeeding Business Day), commencing on the first such date to occur after the
date hereof; provided that all such fees shall be payable on the date on which
the Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to an
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All LC Participation Fees and Fronting Fees shall be computed on the
basis of a year of 365/366 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

          (c) The Company agrees to pay to the Administrative Agent for the
account of each Lender, for each day on which the sum of the aggregate principal
amount of the Loans and the aggregate LC Exposures shall exceed 50% of the
aggregate Commitments (including each day after the Commitments shall have been
terminated on which Loans or Letters of Credit shall be outstanding), a
utilization fee (a "Utilization Fee") at the Applicable Rate per annum on the
Revolving Credit Exposure of such Lender on such day. The Utilization Fees will
be payable on the 15th day of the month following the last day of March, June,
September and December of each year and on the date on which the Commitments
shall be terminated as provided herein; provided that any Utilization Fees
accruing after the date on which the Commitments terminate shall be payable on
demand. All Utilization Fees shall be computed on the basis of a year of 365/366
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

          (d) The Company agrees to pay to the Administrative Agent and each of
the Lenders, for their own accounts, fees payable in the amounts and at the
times separately agreed upon between the Company and such other parties.

          (e) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Lenders, in
the case of fees payable to them) for distribution, in the case of Facility
Fees, to the Lenders. Absent manifest error, fees paid shall not be refundable
under any circumstances.

          (f) Within 10 days after the end of each fiscal quarter (commencing
with the fiscal quarter ending June 30, 2006), the Company shall deliver to the
Administrative Agent a schedule (i) stating the aggregate amount of LC
Participation Fees due and payable with respect to such fiscal quarter and (ii)
stating the aggregate amount of



                                                                              39


Fronting Fees due and payable to each Issuing Bank with respect to such fiscal
quarter. Promptly after receipt of each such schedule, (x) the Administrative
Agent shall compare such amounts with its own calculations of the LC
Participation Fees and Fronting Fees due and payable with respect to such fiscal
quarter and (y) the Administrative Agent and the Company shall discuss the
amounts set forth in each such schedule and shall, subject to the next sentence,
agree on the amount of such fees to be paid by the Borrowers for such fiscal
quarter. Neither the failure of the Company to deliver any such schedule, nor
the inaccuracy of any such schedule, shall relieve any Borrower of its
obligations to pay such fees hereunder, but no such failure or inaccuracy shall
constitute a Default or an Event of Default. In the event any Borrower pays any
such fees based on any such schedule or any such agreement by the Administrative
Agent and the amount so paid by such Borrower is insufficient to satisfy its
actual payment obligations under Section 2.11(a) and (b) above, then such
Borrower shall remain liable for any such deficiency and such Borrower shall pay
to the Administrative Agent (for its account, the account of the applicable
Issuing Banks and/or the account of the Lenders, as applicable) the amount of
any such deficiency within two Business Days of demand therefor.

          SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Margin.

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at a rate per annum equal to (i) in the case of a Eurodollar Revolving Loan, the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin or (ii) in the case of a Eurodollar Competitive Loan, the LIBO
Rate for the Interest Period in effect for such Borrowing plus (or minus, as
applicable) the Margin applicable to such Loan.

          (c) Each Fixed Rate Loan shall bear interest at a rate per annum equal
to the Fixed Rate applicable to such Loan.

          (d) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans of such Borrower as
provided above.

          (e) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the



                                                                              40


effective date of such conversion and (iv) all accrued interest shall be payable
upon termination of the Commitments.

          (f) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO
Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.13. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
     applicable, for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders (or,
     in the case of a Eurodollar Competitive Loan, the Lender that is required
     to make such Loan) that because of a change in circumstances affecting the
     eurodollar market generally the Adjusted LIBO Rate or the LIBO Rate, as
     applicable, for such Interest Period will not adequately and fairly reflect
     the cost to such Lenders (or Lender) of making or maintaining their Loans
     (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any
request by a Borrower for a Eurodollar Competitive Borrowing shall be
ineffective; provided that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by a Borrower for Eurodollar
Competitive Borrowings may be made to Lenders that are not affected thereby and
(B) if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

          SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit



                                                                              41


     extended by, any Lender (except any such reserve requirement reflected in
     the Adjusted LIBO Rate) or any Issuing Bank; or

          (ii) impose on any Lender or any Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurodollar Loans or
     Fixed Rate Loans made by such Lender or any Letter of Credit or
     participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost of
such Lender or such Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or reduce the amount of any sum received or receivable by such
Lender or such Issuing Bank hereunder (whether of principal, interest or
otherwise), then the Borrowers will pay to such Lender or such Issuing Bank such
additional amount or amounts as will compensate such Lender or such Issuing Bank
for such additional costs incurred or reduction suffered.

          (b) If any Lender or Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or Issuing Bank's capital or on the capital of such
Lender's or such Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made or Letters of Credit issued hereunder, to a
level below that which such Lender or such Issuing Bank or such Lender's or such
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or Issuing Bank's policies and the
policies of such Lender's or Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender or
such Issuing Bank such additional amount or amounts as will compensate such
Lender or such Issuing Bank or such Lender's or Issuing Bank's holding company
for any such reduction suffered.

          (c) If the cost to any Lender of making or maintaining any Loan to or
participating in any Letter of Credit of any Issuing Bank of issuing or
maintaining any Letter of Credit to a Borrowing Subsidiary is increased (or the
amount of any sum received or receivable by any Lender (or its applicable
lending office) or any Issuing Bank is reduced) by an amount deemed in good
faith by such Lender or such Issuing Bank to be material, by reason of the fact
that such Borrowing Subsidiary is incorporated in, has its principal place of
business in, or borrows from, a jurisdiction outside the United States, such
Borrowing Subsidiary shall indemnify such Lender or such Issuing Bank for such
increased cost or reduction within 15 days after demand by such Lender or such
Issuing Bank (with a copy to the Administrative Agent). A certificate of such
Lender or such Issuing Bank claiming compensation under this paragraph and
setting forth the additional amount or amounts to be paid to it hereunder (and
the basis for the calculation of such amount or amounts) shall be conclusive in
the absence of manifest error.

          (d) A certificate of a Lender or Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or such Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be



                                                                              42


delivered to the Company and shall be conclusive absent manifest error. The
Company shall pay such Lender or such Issuing Bank the amount shown as due on
any such certificate within 10 days after receipt thereof.

          (e) Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
that the Company shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than three months prior to the date that such Lender or such Issuing Bank
notifies the Company of the Change in Law giving rise to such increased costs or
reductions and of such Lender's or such Issuing Bank's intention to claim
compensation therefor; provided, further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the three-month
period referred to above shall be extended to include the period of retroactive
effect thereof.

          (f) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such
compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.15. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable under Section 2.10(b) and is revoked in accordance herewith),
(d) the failure to borrow any Competitive Loan after accepting the Competitive
Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed
Rate Loan other than on the last day of the Interest Period applicable thereto
as a result of a request by the Company pursuant to Section 2.18, then, in any
such event, the applicable Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Loan,
the loss to any Lender attributable to any such event shall be deemed to include
an amount determined by such Lender to be equal to the excess, if any, of (i)
the amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Interest Period, over (ii)
the amount of interest that such Lender would earn on such principal amount for
such period if such Lender were to invest such principal amount for such period
at the interest rate that would be bid by such Lender (or an affiliate of such
Lender) for dollar deposits from other banks in the eurodollar market at the
commencement of such period. A certificate



                                                                              43


of any Lender setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section shall be delivered to the Company and shall
be conclusive absent manifest error. The applicable Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

          SECTION 2.16. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrowers hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Borrower shall make
such deductions and (iii) such Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.

          (b) In addition, the Borrowers shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrowers shall indemnify the Administrative Agent, each
Lender and each Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender or such
Issuing Bank, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Company by a Lender or an Issuing Bank, or
by the Administrative Agent on its own behalf or on behalf of a Lender or an
Issuing Bank, shall be conclusive absent manifest error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Borrower to a Governmental Authority, the Company shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall, upon request of the Company,
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.



                                                                              44


          SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees, reimbursement of LC
Disbursements or of any amounts under Section 2.14, 2.15 or 2.16, or otherwise)
prior to 12:00 Noon, New York City time, on the date when due in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 1111 Fannin, 10th Floor, Houston, Texas
77002, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03
shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, to pay interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in unreimbursed LC
Disbursements resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Revolving Loans or participations in unreimbursed
LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans or
participations in unreimbursed LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans or participations in
unreimbursed LC Disbursements; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by any Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Each Borrower consents
to the foregoing and agrees, to the



                                                                              45


extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the applicable Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or any Issuing Bank
hereunder that such Borrower will not make such payment, the Administrative
Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or such Issuing Bank the amount due. In such event, if such Borrower has
not in fact made such payment, then each of the Lenders or such Issuing Bank
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate.

          (e) If any Lender or Issuing Bank shall fail to make any payment
required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b) or
2.17(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender or such Issuing Bank to
satisfy such Lender or such Issuing Bank's obligations under such Sections until
all such unsatisfied obligations are fully paid.

          SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

          (b) If any Lender requests compensation under Section 2.14, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender shall deliver a notice of illegality to the Company pursuant to
Section 2.19, or if any Lender defaults in its obligation to fund Loans
hereunder or if any Lender refuses to consent to an increase of the AHIHL
Sublimit to which the Required Lenders shall have consented, then the Company
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in



                                                                              46


accordance with and subject to the restrictions contained in Section 10.04), all
its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company shall have received the prior written
consent of the Administrative Agent (and if a Revolving Commitment is being
assigned, each Issuing Bank), which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans) and
participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Company (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Company to require
such assignment and delegation cease to apply.

          SECTION 2.19. Borrowing Subsidiaries. On or after the Effective Date,
upon not less than 10 Business Days notice to the Administrative Agent and the
Lenders, the Company may designate any Significant Subsidiary of the Company as
a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing
Subsidiary Agreement executed by such Significant Subsidiary and the Company,
and upon such delivery such Significant Subsidiary shall for all purposes of
this Agreement be a Borrowing Subsidiary and a party to this Agreement;
provided, that no Subsidiary so designated shall become a Borrowing Subsidiary
if any Lender shall, within the 10 Business Days following the Company's notice,
notify the Company and the Administrative Agent that it would be unlawful for
such Lender and its Affiliates to make or maintain Loans to such Subsidiary. If
the designation of such Borrowing Subsidiary obligates the Administrative Agent
or any Lender to comply with "know your customer" or similar identification
procedures in circumstances where the necessary information is not previously
available to it, the Company shall, promptly upon the request of the
Administrative Agent or any Lender, supply such documentation and other evidence
as is reasonably requested by the Administrative Agent or any Lender in order
for the Administrative Agent or such Lender to carry out and be satisfied it has
complied with the results of all necessary "know your customer" or other similar
checks under all applicable laws and regulations. If the Company shall designate
as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws
of the United States or any State thereof, any Lender may, with notice to the
Administrative Agent and the Company, fulfill its Commitment by causing an
Affiliate of such Lender to act as the Lender in respect of such Borrowing
Subsidiary and the Lender shall, to the extent of advances made to and
participations in Letters of Credit issued for the account of such Borrowing
Subsidiary, be deemed for all purposed hereof to have pro tanto assigned such
advances and participations to such Affiliate in compliance with the provisions
of Section 10.04.



                                                                              47


          Upon the execution by the Company and delivery to the Administrative
Agent of a Borrowing Subsidiary Termination with respect to any Borrowing
Subsidiary, such Subsidiary shall cease to be a Borrowing Subsidiary and a party
to this Agreement; provided that no Borrowing Subsidiary Termination will become
effective as to any Borrowing Subsidiary (other than to terminate such Borrowing
Subsidiary's right to make further Borrowings under this Agreement) at a time
when any principal of or interest on any Loan to such Borrowing Subsidiary shall
be outstanding hereunder or any fees or other amounts remain unpaid with respect
thereto. Promptly following receipt of any Borrowing Subsidiary Agreement or
Borrowing Subsidiary Termination, the Administrative Agent shall send a copy
thereof to each Lender.

                                   ARTICLE III

                         Representations and Warranties

          Each of the Company and the Borrowing Subsidiaries represents and
warrants to each of the Lenders and Issuing Banks as follows:

          SECTION 3.01. Corporate Existence and Power; Compliance with Law. Each
Borrower is a corporation duly incorporated or organized, as applicable, validly
existing and in good standing under the laws of its jurisdiction of
incorporation. Each Borrower is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, does not
constitute a Material Adverse Effect.

          SECTION 3.02. Corporate Authority. The execution, delivery and
performance by each Borrower of this Agreement, each Note executed by such
Borrower and each other Loan Document executed by such Borrower have been duly
authorized by all necessary corporate action and are within such Borrower's
corporate power, do not require the approval of the shareholders of such
Borrower, and will not violate any provision of law or of its certificate of
incorporation, memorandum and articles of association, as applicable, or other
constitutive document or by-laws, or result in the breach of or constitute a
default or require any consent under, or result in the creation of any lien,
charge or encumbrance upon any property or assets of such Borrower pursuant to,
any indenture or other agreement or instrument to which such Borrower is a party
or by which such Borrower or its property may be bound or affected. The
execution, delivery and performance by each Borrower of this Agreement, each
Note executed by such Borrower and each other Loan Document executed by such
Borrower do not require any license, consent or approval of or advance notice to
or advance filing with any governmental agency or regulatory authority or any
other third party, or if required, any such license, consent or approval shall
have been obtained and any such notice or filing shall have been made. Each
Borrowing Subsidiary, at the time it becomes a Borrowing Subsidiary and at all
times thereafter, will have the requisite power and authority to execute and
deliver the Borrowing Subsidiary Agreement and to perform its obligations



                                                                              48


thereunder and under the Loan Documents and each other agreement or instrument
contemplated thereby to which it is or will be a party and to borrow hereunder.

          SECTION 3.03. Enforceability. This Agreement is, and each Note and
each other Loan Document when delivered by a Borrower hereunder will be, duly
executed and delivered by the Borrowers or such Borrower, as the case may be,
and does or will constitute the legal, valid and binding obligation of the
Borrowers or such Borrower enforceable against the Borrowers or such Borrower in
accordance with its terms except as enforceability may be limited by general
principles of equity and bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by moratorium laws from time to time
in effect.

          SECTION 3.04. Financial Condition. The audited consolidated financial
statements of the Company for the fiscal year ended December 31, 2005, reported
on by Ernst & Young, LLP, heretofore furnished to the Lenders fairly present in
all material respects the consolidated financial condition of the Company and
its Consolidated Subsidiaries as at the date thereof and the results of their
operations for the period covered thereby. The unaudited interim consolidated
financial statements of the Company for the quarterly period ended March 31,
2006, heretofore furnished to the Lenders fairly present in all material
respects the consolidated financial condition of the Company and its
Consolidated Subsidiaries as at the date thereof and the results of their
operations for the period covered thereby (subject to normal year-end audit
adjustments). The unaudited consolidated financial statements of AHIHL for the
fiscal year ended December 31, 2005, heretofore furnished to the Lenders fairly
present in all material respects the consolidated financial condition of AHIHL
and its Consolidated Subsidiaries as at the date thereof and the results of
their operations for the period covered thereby (subject to normal year-end
audit adjustments). All the foregoing financial statements were prepared in
accordance with GAAP. Since December 31, 2005, there has been no Material
Adverse Effect.

          SECTION 3.05. Litigation. There are no suits or proceedings (including
proceedings by or before any arbitrator, government commission, board, bureau or
other administrative agency) pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Consolidated
Subsidiaries that constitute a Material Adverse Effect.

          SECTION 3.06. ERISA. The Company has fulfilled its obligations under
the minimum funding standards of ERISA and the Code with respect to each
employee benefit plan of the Company subject to such standards and is in
compliance in all material respects with the applicable provisions of ERISA, and
has not incurred any liability to the PBGC or any employee benefit plan of the
Company under Title IV of ERISA other than a liability to the PBGC for premiums
under Section 4007 of ERISA.

          SECTION 3.07. Environmental Matters. Each of the Company and its
Consolidated Subsidiaries has obtained all permits, licenses and other
authorizations which are required under all Environmental Laws, including laws
relating to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals, or



                                                                              49


industrial, toxic or hazardous substances or wastes into the environment
(including, without limitation, ambient air, surface water, ground water or
land), or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants,
chemical, or industrial, toxic or hazardous substances or wastes, except to the
extent failure to have any such permit, license or authorization does not
constitute a Material Adverse Effect. The Company and its Consolidated
Subsidiaries are in compliance with all terms and conditions of all required
permits, licenses and authorizations, and are also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables, contained in those laws or contained in
any regulation, code, plan, order, decree, judgment, injunction, notice or
demand letter issued, entered, promulgated or approved thereunder, except to the
extent failure to comply does not constitute a Material Adverse Effect.

          SECTION 3.08. Federal Regulations. No part of the proceeds of any
Loans will be used for any purpose which violates the provisions of the
Regulations of the Board including, without limitation, Regulations T, U and X
of the Board as in effect from time to time.

          SECTION 3.09. Investment Company Status. Neither the Company nor any
of its Consolidated Subsidiaries is an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940.

          SECTION 3.10. Scheduled Debt. Schedule 3.10 sets out all of the Debt
for borrowed money of the Consolidated Subsidiaries of the Company as of the
Effective Date of which the Company, having made all due inquiry, was, at such
date, aware (the "Scheduled Debt").

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Conditions to Effectiveness. This amended and restated
Five Year Credit Agreement shall become effective on, and only on, the date on
which each of the following conditions shall be satisfied (or waived in
accordance with Section 10.02):

          (i) The Administrative Agent shall have received at least one executed
     counterpart of this Agreement from the Company, each Borrowing Subsidiary
     named herein, each Agent, each Issuing Bank and each Lender, and
     arrangements satisfactory to the Administrative Agent shall have been made
     for the delivery of additional executed counterparts, sufficient in number
     for distribution to the Agents, the Issuing Banks, the Lenders and the
     Company, together with all Exhibits thereto;



                                                                              50


          (ii) The Administrative Agent shall have received a favorable written
     opinion (addressed to the Administrative Agent, the Issuing Banks and the
     Lenders and dated the Effective Date) of counsel to the Company and AHIHL,
     substantially in the form of Exhibit C-1;

          (iii) The Administrative Agent shall have received documents and
     certificates relating to the organization, existence and good standing of
     the Company and AHIHL, the authorization of the Transactions, the
     incumbency of the persons executing this Agreement on behalf of the Company
     and AHIHL and any other legal matters relating to the Company and AHIHL,
     this Agreement or the Transactions reasonably requested by the
     Administrative Agent or the Lenders, all in form and substance satisfactory
     to the Administrative Agent;

          (iv) The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer of the Company, confirming compliance as of the Effective
     Date with the conditions set forth in paragraphs (a) and (b) of Section
     4.02; and

          (v) The Administrative Agent and each Lender (and its Affiliates)
     shall have received all fees and other amounts due and payable or accrued
     (whether or not at the time due and payable) under the Existing Credit
     Agreement on or prior to the Effective Date, including, to the extent
     invoiced, reimbursement or payment of all out-of-pocket expenses required
     to be reimbursed or paid by the Company hereunder.

          SECTION 4.02. Conditions to Each Credit Event. The obligation of each
Lender to make a Loan to any Borrower on the occasion of any Borrowing, and the
obligation of each Issuing Bank to issue, renew, extend or increase the amount
of any Letter of Credit, is subject to the satisfaction of the following
conditions:

          (a) The representations and warranties of the Borrowers set forth in
     this Agreement shall be true and correct on and as of the date of such
     Credit Event; and

          (b) At the time of and immediately after giving effect to such Credit
     Event, no Default shall have occurred and be continuing (and for purposes
     of this condition, as it shall apply to any Credit Event relating to AHIHL,
     the proviso in clause (d) of Article VII shall be disregarded with the same
     effect as if it had not been included in this Agreement); provided that,
     nothing in this paragraph shall prevent the Company or any Guaranteed
     Borrowing Subsidiary from incurring Loans the proceeds of which will be
     used to repay outstanding Loans of AHIHL during the occurrence and
     continuance of a Default under Section 6.05(b) or Section 6.07.

Each Credit Event shall be deemed to constitute a representation and warranty by
the respective Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

          SECTION 4.03. Conditions to Initial Borrowing by each Borrowing
Subsidiary. The obligation of each Lender to make a Loan to any Borrowing
Subsidiary



                                                                              51


and the obligation of each Issuing Bank to issue, renew, extend or increase the
amount of any Letter of Credit for the account of any Borrowing Subsidiary, is
subject to the satisfaction (or waiver in accordance with Section 10.02) of the
following conditions:

          (a) With respect to any Borrowing Subsidiary not already party hereto,
     the Administrative Agent (or its counsel) shall have received such
     Borrowing Subsidiary's Borrowing Subsidiary Agreement, duly executed by all
     parties thereto;

          (b) The Administrative Agent shall have received such documents and
     certificates, including such opinions of counsel (which opinions shall be
     substantially in the form of Exhibit C-2 hereto or otherwise satisfactory
     to the Administrative Agent), as the Administrative Agent or its counsel
     may reasonably request relating to the organization, existence and good
     standing of such Borrowing Subsidiary, the authorization of the
     Transactions by such Borrowing Subsidiary, the incumbency of the persons
     executing any Loan Document on behalf of such Borrowing Subsidiary and any
     other legal matters reasonably relating to such Borrowing Subsidiary, its
     Borrowing Subsidiary Agreement or such Transactions, all in form and
     substance satisfactory to the Administrative Agent and its counsel; and

          (c) With respect to the initial Loan made to, or initial Letter of
     Credit issued for the account of, AHIHL, the Administrative Agent and the
     Lenders shall have received audited consolidated financial statements for
     AHIHL and its Consolidated Subsidiaries for the fiscal year ended December
     31, 2005, in form and substance consistent in all material respects with
     the unaudited financials statements of AHIHL referred to in Section 3.04.

                                    ARTICLE V

                              Affirmative Covenants

          Until the Commitments have expired or been terminated, the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full, and Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each of the Company and the Borrowing
Subsidiaries covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The Company
will furnish to each Lender:

          (a) as soon as available and in any event within 100 days after the
     end of each of its fiscal years, a copy of the Company's Form 10-K for such
     fiscal year filed with the SEC containing a consolidated balance sheet as
     at the close of such fiscal year, statements of consolidated income and
     retained earnings and a statement of consolidated cash flows for such year,
     setting forth in comparative form the corresponding figures for the
     preceding fiscal year and certified by Ernst &



                                                                              52


     Young, LLP, or other independent public accountants selected by the Company
     and satisfactory to the Lenders (it being agreed that (A) no breach of the
     requirements of this Section shall occur as a result of a change in the
     reporting requirements of the SEC and (B) in the event any of the financial
     statements referred to in this paragraph shall no longer be required to be
     included in the Company's Form 10-K, the Company shall nevertheless furnish
     such financial statements), and as soon as available and in any event
     within 150 days after the end of each of its fiscal years (i) an unaudited
     consolidated balance sheet as at the close of such fiscal year and
     statement of consolidated income for such year of each Guaranteed Borrowing
     Subsidiary, together with a certificate of a Financial Officer of the
     Company to the effect that such financial statements have been accurately
     compiled from the accounting records of such Borrowing Subsidiary and its
     Subsidiaries and (ii) a copy of the consolidated balance sheet of AHIHL as
     at the close of such fiscal year, statements of consolidated income and
     retained earnings and a statement of consolidated cash flow for such fiscal
     year, certified by Ernst & Young, LLP, or other independent public
     accountants selected by AHIHL and satisfactory to the Lenders;

          (b) as soon as available and in any event within 60 days after the end
     of each of the first three quarters of each of its fiscal years, (i) a copy
     of the Company's Form 10-Q for each such quarter filed with the SEC
     containing a consolidated balance sheet as at the end of such quarter, a
     statement of consolidated income and a statement of consolidated cash flows
     for such period, prepared on a basis consistent with the corresponding
     period of the preceding fiscal year, except as disclosed in said financial
     statements or otherwise disclosed to the Lenders in writing, and certified
     by a Financial Officer of the Company, subject however, to year-end and
     audit adjustments (it being agreed that in the event such financial
     statements of the Company shall no longer be required to be included in
     Form 10-Q, the Company shall nevertheless furnish such financial
     statements) and (ii) an unaudited consolidated balance sheet as at the
     close of such fiscal quarter and statement of consolidated income for such
     quarter of AHIHL, together with a certificate of a Financial Officer of the
     Company to the effect that such financial statements have been accurately
     compiled from the accounting records of AHIHL and its Subsidiaries;

          (c) within 120 days after the end of each fiscal year of the Company,
     a certificate of the independent public accountants referred to in
     paragraph (a) above as to whether, during the course of their examination
     of the Company's financial statements, they obtained any knowledge of any
     Default, insofar as such Default involves accounting matters;

          (d) (i) within 120 days after the end of each fiscal year of the
     Company and within 60 days after the end of each of the first three
     quarters of each fiscal year of the Company, a statement, signed by a
     Financial Officer of the Company, setting forth the computations of the
     Company Capitalization Ratio and if the Company is at such time required to
     comply with Section 6.06, the Leverage Ratio as of the end of each such
     fiscal year and each such quarter and (ii) if AHIHL is at such time



                                                                              53


     required to comply with Sections 6.05(b) or 6.07(b), within 150 days after
     the end of each fiscal year of the Company, a statement, signed by a
     Financial Officer of AHIHL, setting forth computations of the AHIHL
     Capitalization Ratio and computations demonstrating compliance with Section
     6.07(b);

          (e) promptly after the sending or filing thereof, copies of all proxy
     statements, financial statements and regular or special reports (other than
     reports on Form 10-K and Form 10-Q but including those on Form 8-K) and
     registration statements under the Securities Act of 1933, as amended (other
     than those on Form S-8 or any successor form relating to the registration
     of securities offered pursuant to any employee benefit plan) which the
     Company sends to its stockholders or files with the SEC (or any successor
     governmental authority);

          (f) as soon as available and in any event within 120 days after the
     end of each fiscal year of the Company, a consolidating balance sheet of
     the Company and its Consolidated Subsidiaries as at the close of such
     fiscal year and consolidating statements of income and retained earnings of
     the Company and its Consolidated Subsidiaries for such year;

          (g) promptly following a request therefor, any documentation or other
     information that a Lender reasonably requests in order to comply with its
     ongoing obligations under applicable "know your customer" and anti-money
     laundering rules and regulations, including the USA Patriot Act; and

          (h) from time to time such further information regarding the business,
     affairs and financial condition of the Company and its Subsidiaries as the
     Lenders shall reasonably request.

          (i) Information required to be delivered pursuant to Section 5.01(a)
     and (b) and Section 5.01(e) (but only with respect to information filed
     with the SEC or any successor governmental authority and not with respect
     to information sent to stockholders) shall be deemed to have been delivered
     on the date on which the Company provides notice to the Administrative
     Agent that such information has been posted on the Company's website on the
     Internet at http://www.hess.com or at http://www.sec.gov; provided that the
     Company shall deliver paper copies of the information referred to in
     Section 5.01(a) and (b) or Section 5.01(e) after the date delivery is
     required thereunder to any Lender which requests such delivery within 5
     Business Days after such request.

          SECTION 5.02. Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or Governmental Authority against or affecting the
     Company or any Affiliate thereof that constitutes a Material Adverse
     Effect; and



                                                                              54


          (c) any other development that constitutes a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

          SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each of its Consolidated Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises necessary
to the conduct of its business, except, in the case of the legal existence of
any such Consolidated Subsidiary or any such right, license, permit, privilege
or franchise, where the failure to so preserve, renew and keep in full force and
effect does not constitute a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.02.

          SECTION 5.04. Compliance with Contractual Obligations. The Company
will, and will cause each of its Consolidated Subsidiaries to, comply with all
its Contractual Obligations except to the extent that failure to comply
therewith does not, in the aggregate, constitute a Material Adverse Effect.

          SECTION 5.05. Insurance. The Company will, and will cause each of its
Consolidated Subsidiaries to, maintain in full force and effect such policies of
insurance in such amounts issued by insurers of recognized responsibility
covering the properties and operations of the Company and its Consolidated
Subsidiaries as is customarily maintained by corporations engaged in the same or
similar business in the localities where the properties and operations are
located, including but not limited to insurance in connection with the disposal,
handling, storage, transportation or generation of hazardous materials;
provided, however, that nothing shall prevent the Company or any of its
Consolidated Subsidiaries from effecting workers' compensation or similar
insurance in respect of operations in any state or other jurisdiction through an
insurance fund operated by such state or jurisdiction or from maintaining a
system or systems of self-insurance covering its properties or operations as
provided above to the extent that such self-insurance is customarily effected by
corporations engaged in the same or similar businesses similarly situated and is
otherwise prudent in the circumstances.

          SECTION 5.06. Compliance with Laws. The Company will, and will cause
each of its Consolidated Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
does not constitute a Material Adverse Effect.

          SECTION 5.07. Use of Proceeds. The proceeds of the Loans will be
applied by the Company and the Borrowing Subsidiaries:


                                                                              55

          (a) to refinance amounts outstanding from time to time under the
     Company's commercial paper program;

          (b) to meet part of the working capital and general corporate
     requirements of the Company and its Subsidiaries including the payment of
     maturing commercial paper;

          (c) for the payment of dividends and distributions by the Company and
     its Subsidiaries; and

          (d) for general corporate purposes.

          The Letters of Credit will be used for general corporate purposes of
the Company and its Subsidiaries. No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations T, U and X of the
Board as in effect from time to time.

                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or been terminated, the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full, and Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each of the Company and the Borrowing
Subsidiaries covenants and agrees with the Lenders that:

          SECTION 6.01. Liens. The Company will not, and will not permit any of
its Consolidated Subsidiaries to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the Company or any of its
     Consolidated Subsidiaries existing on Effective Date and set forth in
     Schedule 6.01; provided that (i) such Lien shall not apply to any other
     property or asset of the Company or any of its Consolidated Subsidiaries
     and (ii) such Lien shall secure only those obligations which it secures on
     the date hereof and extensions, renewals and replacements thereof that do
     not increase the outstanding principal amount thereof;

          (c) any Lien existing on any property or asset prior to the
     acquisition thereof by the Company or any of its Consolidated Subsidiaries
     or existing on any property or asset of any Person that becomes a
     Consolidated Subsidiary after the date hereof prior to the time such Person
     becomes a Consolidated Subsidiary; provided that (i) such Lien is not
     created in contemplation of or in connection with such



                                                                              56


     acquisition or such Person becoming a Consolidated Subsidiary, (ii) such
     Lien shall not apply to any other property or assets of the Company or any
     of its Consolidated Subsidiaries and (iii) such Lien shall secure only
     those obligations which it secures on the date of such acquisition or the
     date such Person becomes a Consolidated Subsidiary, and extensions,
     renewals and replacements thereof that do not increase the outstanding
     principal amount thereof;

          (d) Liens securing or consisting of Debt of the Company and its
     Consolidated Subsidiaries incurred to finance the acquisition of fixed or
     capital assets; provided that (i) such Liens shall be created substantially
     simultaneously with such acquisition, (ii) such Liens securing such Debt do
     not at any time encumber any property other than the property financed by
     such Debt and (iii) the principal amount of Debt secured by any such Lien
     shall at no time exceed 100% of the original purchase price of such assets
     (in the case of a purchase) or fair value of such property at the time it
     was acquired (in all other cases);

          (e) Liens to secure Debt of the Company and its Consolidated
     Subsidiaries not otherwise permitted by this Section 6.01, to the extent
     that the aggregate Debt secured thereby does not exceed 15% of the
     Consolidated Net Tangible Assets of the Company and its Consolidated
     Subsidiaries; and

          (f) Liens on assets of any Consolidated Subsidiary of the Company
     securing indebtedness owed to the Company or any other Consolidated
     Subsidiary of the Company.

          SECTION 6.02. Fundamental Changes. (a) The Company will not
consolidate with or merge into any other Person, or permit any Person to merge
or consolidate into it, or make any sale or other disposition of all or
substantially all of its assets to, or acquire substantially all of the assets
of, any other Person, or liquidate or dissolve unless:

          (i) the survivor of any such merger or consolidation or the purchaser
     or acquiror of such assets shall be a corporation incorporated under the
     laws of one of the States of the United States and not more than 25% of the
     voting stock (assuming the conversion of all convertible securities and
     exercise of all options, rights or warrants) of such survivor or such
     purchaser shall be owned by such other Person or its owners and
     shareholders;

          (ii) such survivor or such purchaser (if not the Company) shall
     expressly assume the obligations of the Company under this Agreement
     pursuant to documentation in form and substance satisfactory to the
     Administrative Agent; and (iii) at the time thereof and immediately after
     giving effect thereto no Default shall have occurred and be continuing and
     the Company shall have furnished the Administrative Agent with evidence of
     compliance with the provisions of this Section 6.02.



                                                                              57


          (b) The Company will not, and will not permit any of its Consolidated
Subsidiaries to, engage to any material extent in any business other than
energy-related businesses.

          SECTION 6.03. Restrictive Agreements. The Company will not, and will
not permit any of its Consolidated Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon the ability of any
Significant Subsidiary to pay dividends or other distributions with respect to
any shares of its capital stock or to make or repay loans or advances to the
Company.

          SECTION 6.04. Future Subsidiary Guaranties. The Company will not
permit any Subsidiary to Guaranty any other Debt of the Company unless such
Subsidiary simultaneously executes a guaranty agreement in a form and substance
reasonably satisfactory to the Administrative Agent for the Guaranty of the
payment of the obligations hereunder; provided, however, that the Company shall
not be obligated to provide any such Guaranty if the provision of such Guaranty
would result in an adverse Tax consequence to the Company or its Subsidiaries.

          SECTION 6.05. Capitalization Ratios. (a) The Company shall not permit
the Company Capitalization Ratio to exceed 0.625 to 1.000.

          (b) AHIHL shall not permit the AHIHL Capitalization Ratio to exceed
0.55 to 1.00 at any time when Loans of AHIHL or Letters of Credit issued for the
account of AHIHL are outstanding.

          SECTION 6.06. Leverage Ratio. At any time when the Applicable Margin
with respect to a Eurodollar Revolving Loan would be determined by reference to
Level IV or Level V of the table included in the definition of "Applicable
Margin", the Company shall not permit the Leverage Ratio at any time to exceed
3.50 to 1.00; provided, however, that if at any time after the date hereof the
Company's Public Debt Ratings from Moody's and S&P shall simultaneously be Baa3
or higher and BBB- or higher, respectively, this Section shall cease to be of
any further force or effect and shall be deemed deleted from this Agreement.

          SECTION 6.07. Covenants of AHIHL. The following covenants will be
applicable at all times when (but only when) Loans incurred by, and Letters of
Credit issued for the account of, AHIHL are outstanding:

          (a) AHIHL will not, and will not permit any of its Subsidiaries to,
     merge with or into or consolidate with any other Person; provided, that any
     Subsidiary of AHIHL may (i) merge into AHIHL in a transaction in which
     AHIHL is the surviving or resulting Person or (ii) merge with or into or
     consolidate with any other Person so long as no Default or Event of Default
     (including under paragraph (b) below) would occur or be continuing after
     giving effect thereto.

          (b) AHIHL will not, and will not permit any of its Subsidiaries to,
     sell or otherwise transfer to any Person or Persons other than AHIHL or one
     of its wholly owned



                                                                              58


     Subsidiaries (including by means of any merger or consolidation of a
     Subsidiary of AHIHL with any other Person or Persons) any assets; provided,
     that (i) AHIHL and its Subsidiaries may sell inventory in the ordinary
     course of their businesses and (ii) AHIHL and its Subsidiaries may sell or
     otherwise transfer assets at any time, so long as (x) the fair market value
     of all assets sold or transferred pursuant to this clause (ii) by AHIHL and
     its Subsidiaries after the Effective Date but more than one year prior to
     such time minus (y) an amount equal to the aggregate fair market value of
     the consideration received for sales or transfers referred to in the
     preceding clause (x) that shall consist of, or that shall have been
     reinvested in, within twelve months of receipt, property (including oil and
     gas properties), plant or equipment used or useful in the businesses of
     AHIHL and its Subsidiaries, shall not exceed $1,395,000,000. For purposes
     of the foregoing, the fair market value of any asset sold or purchased in
     an arms' length transaction with a Person that is not an Affiliate of AHIHL
     will be deemed to be the amount or value of the consideration received or
     paid for such asset (with the value of any consideration received or paid
     in such a transaction that does not consist of cash or cash equivalents to
     be determined in good faith by the Board of Directors of AHIHL).
     Notwithstanding the foregoing, AHIHL will not, and will not permit any of
     its Subsidiaries to, sell or otherwise transfer to any Person or Persons
     other than AHIHL or one of its wholly owned Subsidiaries any assets (other
     than inventory sold in the ordinary course of their businesses) if as a
     result thereof the book value of the total assets of AHIHL and its
     Subsidiaries would be less than $5,000,000,000.

          (c) AHIHL will not, and will not permit any of its Subsidiaries to,
     create, incur, assume or permit to exist any Lien on any property or asset
     now owned or hereafter acquired by it, or assign or sell any income or
     revenues (including accounts receivable) or rights in respect of any
     thereof, except Liens permitted under Section 6.01 (other than clause (f)
     thereof); provided that, for the purposes of this paragraph (c), the basket
     amount described in Section 6.01(e) will be deemed to be 10% of
     Consolidated Net Tangible Assets of AHIHL and its Consolidated
     Subsidiaries.

          (d) AHIHL will not, and will not permit any of its Subsidiaries to,
     sell, lease or otherwise transfer any property or assets to, or purchase,
     lease or otherwise acquire any property or assets from, or otherwise engage
     in any other transactions with, any of its Affiliates, except (i) any such
     transactions at prices and on terms and conditions not less favorable to
     AHIHL or such Subsidiary than could be obtained on an arm's-length basis
     from unrelated third parties, (ii) any such transactions between or among
     AHIHL and its wholly owned Subsidiaries not involving any other Affiliate
     or (iii) any such transactions that, in the aggregate, would not represent
     substantial net transfers of value by AHIHL and its Subsidiaries to other
     Affiliates or materially and adversely affect the creditworthiness of
     AHIHL.

          (e) Notwithstanding anything to the contrary in this Section 6.07, so
     long as AHIHL shall be in compliance with Section 6.05(b) at the time of
     and after giving effect to such transactions, AHIHL will be permitted to
     make total distributions of up to $3,000,000,000 of cash and notes to its
     shareholders through the distribution to such shareholders of promissory
     notes bearing interest at arms' length rates, and to pay the principal of
     and interest on any promissory notes so distributed.



                                                                              59


                                   ARTICLE VII

                                Events of Default

          If any of the following events ("Events of Default") shall occur:

          (a) any Borrower shall be in default in the payment when due of any
     principal of any Loan on the maturity date thereof or any reimbursement
     obligation in respect of any LC Disbursement on the date on which the same
     shall become due;

          (b) any Borrower shall be in default for five days in the payment when
     due of any interest on any Loan or any other amount (other than principal)
     due hereunder;

          (c) any representation or warranty made or deemed made by any Borrower
     in Article III or in any certificate of any Borrower furnished to the
     Administrative Agent, any Issuing Bank or any Lender hereunder shall prove
     to have been incorrect, when made or deemed made, in any material respect;
     provided, however, that no such representation or warranty contained in
     Section 3.04 or 3.05 shall be deemed to have been incorrect when made by
     such Borrower by reason of any facts or circumstances disclosed in any
     financial statements or reports furnished under Section 5.01 and received
     by the Lenders not later than 45 days prior to, or otherwise specifically
     disclosed in writing to the Lenders at least 15 days prior to, the date
     such representation and warranty is made or deemed to be made in connection
     with the entering into of this Agreement or in connection with the making
     of a Loan to a Borrower on the occasion of any Borrowing as contemplated in
     Section 4.02;

          (d) any Borrower shall be in default in the performance of (i) any
     covenant applicable to it contained in Section 5.07, 6.01, 6.02, 6.03,
     6.04, 6.05(a) or 6.06 for five consecutive days after such default shall
     have become known to such Borrower, (ii) any covenant applicable to AHIHL
     contained in Section 6.05(b) or 6.07 for 15 consecutive days after such
     default shall have become known to AHIHL or (iii) any other covenant,
     condition or agreement applicable to it contained in this Agreement for 30
     consecutive days after such default shall have become known to such
     Borrower; provided, that no Default or Event of Default shall be deemed to
     exist as a result of the failure of AHIHL to perform any covenant contained
     in Section 6.05(b) or 6.07 at a time when no Loan to, or Letter of Credit
     issued for the account of, AHIHL shall be outstanding;

          (e) any obligation of any Borrower in respect of any Material
     Indebtedness now or hereafter outstanding shall become due by its terms
     whether by acceleration or otherwise and shall not be paid, extended or
     refunded or any default or event of default shall occur in respect of any
     such obligation and shall continue for a period of time sufficient to cause
     or permit the acceleration of maturity thereof, or any Borrower shall fail
     to pay any Swap Payment Obligation of such Borrower in excess of
     $10,000,000 when due and payable (whether by acceleration or otherwise),
     unless



                                                                              60


     such Borrower is contesting such Swap Payment Obligation in good faith by
     appropriate proceedings and has set aside appropriate reserves relating
     thereto in accordance with GAAP; provided that in the case of any
     guaranties, endorsements and other contingent obligations in respect of any
     such obligation for borrowed money of an entity other than such Borrower
     (all of the foregoing being herein called "Accommodation Guaranty
     Indebtedness"), a default with respect to any evidence of Accommodation
     Guaranty Indebtedness of such Borrower or under any agreement under which
     any such evidence of Accommodation Guaranty Indebtedness may be outstanding
     shall constitute an Event of Default hereunder only if there shall have
     been a default in the performance by such Borrower of its obligations with
     respect to such Accommodation Guaranty Indebtedness and such default shall
     continue for more than 30 days after a holder or beneficiary of such
     Accommodation Guaranty Indebtedness shall have demanded the performance of
     such obligation;

          (f) final judgment for the payment of money in excess of $10,000,000
     shall be rendered against the Company (or against AHIHL at any time when
     Loans to or Letters of Credit issued for the account of AHIHL are
     outstanding), and the same shall remain undischarged for a period of 60
     days during which the judgment shall not be on appeal or execution thereof
     shall not be effectively stayed;

          (g) the Company or any of its Significant Subsidiaries shall (i) apply
     for or consent to the appointment of a receiver, trustee, administrator or
     liquidator of itself or of all or a substantial part of its assets, (ii) be
     unable, or admit in writing its inability or failure, to pay its debts
     generally, (iii) make a general assignment for the benefit of creditors,
     (iv) be adjudicated a bankrupt or insolvent, (v) commence any case,
     proceeding or other action under any existing or future law relating to
     bankruptcy, insolvency, reorganization or relief of debtors seeking to have
     an order for relief entered with respect to it, or seeking to adjudicate it
     a bankrupt or insolvent, or seeking reorganization, arrangement,
     adjustment, winding up, liquidation, dissolution, composition or other
     relief with respect to it or its debts or an arrangement with creditors or
     taking advantage of any insolvency law or proceeding for the relief of
     debtors, or file an answer admitting the material allegations of a petition
     filed against it in any bankruptcy, reorganization or insolvency
     proceeding, or (vi) take corporate action for the purpose of effecting any
     of the foregoing;

          (h) any case, proceeding or other action shall be instituted in any
     court of competent jurisdiction against the Company or any of its
     Significant Subsidiaries, seeking in respect of the Company or any of its
     Significant Subsidiaries adjudication in bankruptcy, reorganization,
     dissolution, winding up, liquidation, administration, a composition or
     arrangement with creditors, a readjustment of debts, the appointment of a
     trustee, receiver, administrator, liquidator or the like of the Company or
     any of its Significant Subsidiaries or of all or any substantial part of
     its assets, or other like relief in respect of the Company or any of its
     Significant Subsidiaries under any bankruptcy or insolvency law, and such
     case, proceeding or other action results in an entry of an order for relief
     or any such adjudication or appointment or if such case,



                                                                              61


     proceeding or other action is being contested by such Company or any of its
     Significant Subsidiaries in good faith, the same shall continue
     undismissed, or unstayed and in effect, for any period of 60 consecutive
     days;

          (i) at any time subsequent to December 31, 2005 and prior to the
     Maturity Date, Continuing Directors shall fail to constitute at least a
     majority of the Board of Directors of the Company; for the foregoing
     purpose, the term "Continuing Directors" means those persons who were
     directors of the Company on December 31, 2005 and any person whose election
     or nomination for election as a director of the Company at any time
     subsequent thereto was approved by at least a majority of the persons who
     were then Continuing Directors; or

          (j) at any time when any Loans to or Letters of Credit issued for the
     account of AHIHL are outstanding, AHIHL shall fail to be a wholly owned
     Subsidiary of the Company;

then, and in every such event (other than an event with respect to a Borrower
described in clause (g) or (h) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent shall, at the
request of the Required Lenders, by notice to the Company, take either or both
of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrowers hereunder, shall become due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers; and in case of any event
with respect to a Borrower described in clause (g) or (h) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrowers.

                                  ARTICLE VIII

                            The Administrative Agent

          Each of the Lenders and each of the Issuing Banks hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender or Issuing Bank as any other
Lender or



                                                                              62


Issuing Bank and may exercise the same as though it were not the Administrative
Agent, and such bank and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Company or any of its
Subsidiaries thereof or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Company or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
all the Lenders to the extent required by Section 10.02 or in the absence of its
own gross negligence or wilful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by a Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for any Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more subagents appointed
by the Administrative Agent. The Administrative Agent and any such subagent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such subagent and to the Related Parties of the
Administrative Agent and any such subagent,



                                                                              63


and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Banks and the Company.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint one of the Lenders a successor. If no
such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and in consultation with the Company, appoint one
of the Lenders as a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, any Issuing Bank or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent, any Issuing Bank or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder
or thereunder.

          The Co-Syndication Agents and the Co-Documentation Agents shall not
have any duties or responsibilities hereunder in their capacities as such.

                                   ARTICLE IX

                                    Guarantee

          In order to induce the Lenders to extend credit to the Borrowing
Subsidiaries hereunder and to induce the Issuing Banks to issue Letters of
Credit for the accounts of the Borrowing Subsidiaries hereunder, the Company
hereby irrevocably and unconditionally guarantees the Guaranteed Obligations.
The Company further agrees that the due and punctual payment of the Guaranteed
Obligations may be extended or


                                                                              64


renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guarantee hereunder notwithstanding any such
extension or renewal of any Guaranteed Obligation.

          The Company waives presentment to, demand of payment from and protest
to any Borrowing Subsidiary of any of its Guaranteed Obligations, and also
waives notice of acceptance of its obligations and notice of protest for
nonpayment and all other notices, demands and protests and formalities of any
kind which may otherwise constitute grounds for relieving the Company of its
obligations hereunder. The obligations of the Company hereunder shall not be
affected by (a) the failure of any Lender or Issuing Bank, as the case may be,
to assert any claim or demand or to enforce any right or remedy against any
Borrowing Subsidiary under the provisions of this Agreement, any other Loan
Document or otherwise; (b) any extension or renewal of any of the Guaranteed
Obligations; (c) any rescission, waiver, amendment or modification of, or
release from, any of the terms or provisions of this Agreement or any other Loan
Document or agreement; (d) the failure or delay of any Lender or Issuing Bank,
as the case may be, to exercise any right or remedy against any other guarantor
of the Guaranteed Obligations; (e) the failure of any Lender or Issuing Bank, as
the case may be, to assert any claim or demand or to enforce any remedy under
any Loan Document or any other agreement or instrument; (f) any default, failure
or delay, wilful or otherwise, in the performance of the Guaranteed Obligations;
(g) any lack of validity or unenforceability of this Agreement or any other Loan
Document; (h) any change in ownership of any Borrower or any merger or
consolidation of any Borrower with any other Person, (i) any other circumstance
which may constitute a defense (other than payment in full of the Guaranteed
Obligations) or (j) any other act, omission or delay to do any other act which
may or might in any manner or to any extent vary the risk of the Company or
otherwise operate as a discharge of the Company as a matter of law or equity or
which would impair or eliminate any right of the Company to subrogation.

          The Company further agrees that its guarantee hereunder constitutes a
promise of payment when due (whether or not any bankruptcy or similar proceeding
shall have stayed the accrual or collection of any of the Guaranteed Obligations
or operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Lender or Issuing Bank, as the
case may be, to any balance of any deposit account or credit on the books of any
Lender or Issuing Bank, as the case may be, in favor of any Borrower or
Subsidiary or any other Person.

          The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations, any impossibility in the performance of the Guaranteed
Obligations or otherwise.

          The Company further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Guaranteed Obligation is rescinded or must
otherwise be restored by any



                                                                              65


Lender or Issuing Bank as applicable, upon the bankruptcy or reorganization of
any Borrowing Subsidiary or otherwise.

          In furtherance of the foregoing and not in limitation of any other
right which any Lender or Issuing Bank may have at law or in equity against the
Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay
any Guaranteed Obligation of such Borrowing Subsidiary when and as the same
shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, the Company hereby promises to and will, upon receipt
of written demand by the Administrative Agent (which demand shall not be
required if not allowed due to the existence of a bankruptcy or similar
proceeding and is hereby waived by the Company in the event of such
circumstances), forthwith pay, or cause to be paid, to the Administrative Agent
for distribution to the Lenders in cash an amount equal the unpaid principal
amount of such Guaranteed Obligation. The Company further agrees that if payment
in respect of any Guaranteed Obligation shall be due in a currency other than
dollars and/or at a place of payment other than New York and if, by reason of
any legal prohibition, disruption of currency or foreign exchange markets, war
or civil disturbance or other event, payment of such Guaranteed Obligation in
such currency or at such place of payment shall be impossible or, in the
reasonable judgment of any Lender, not consistent with the protection of its
rights or interests, then, at the election of such Lender, the Company shall
make payment of such Guaranteed Obligation in dollars (based upon the applicable
exchange rate in effect on the date of payment) and/or in New York, and shall
indemnify such Lender against any losses or expenses (including losses or
expenses resulting from fluctuations in exchange rates) that it shall sustain as
a result of such alternative payment.

          Upon payment in full by the Company of any Guaranteed Obligation, each
Lender shall, in a reasonable manner, assign to the Company the amount of such
Guaranteed Obligation owed to such Lender and so paid, such assignment to be pro
tanto to the extent to which the Guaranteed Obligation in question was
discharged by the Company, or make such disposition thereof as the Company shall
direct (all without recourse to any Lender and without any representation or
warranty by any Lender). Upon payment by the Company of any sums as provided
above, all rights of the Company against the applicable Borrowing Subsidiary
arising as a result thereof by way of right of subrogation or otherwise shall in
all respects be subordinated and junior in right of payment to the prior
indefeasible payment in full of all the Guaranteed Obligations owed by such
Borrowing Subsidiary to the Lenders.

                                    ARTICLE X

                                  Miscellaneous

          SECTION 10.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or


                                                                              66


overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

          (a) if to the Company, to Hess Corporation, 1185 Avenue of the
     Americas, New York, New York 10036, Attention of Treasurer (Telecopy No.
     (212) 536-8617);

          (b) if to any Borrowing Subsidiary, to it in care of the Company as
     provided in paragraph (a) above;

          (c) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan
     & Agency Services, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention
     of Claudette Reid (Fax No. (713) 427-6307);

          (d) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire; and

          (e) if to an Issuing Bank, to it at the address specified in paragraph
     (c) above or, if such Issuing Banks shall not also be a Lender, to it at
     the address most recently specified by it in a notice delivered to the
     Administrative Agent and the Company.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Banks and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Borrower therefrom shall in any event be
effective unless the same shall be permitted by this Section, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan shall not be construed as a waiver of any Default, regardless
of whether the Administrative Agent, any Issuing Bank or any Lender may have had
notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Company and the Required Lenders or by the Company and the
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the



                                                                              67


written consent of each Lender and Issuing Bank affected thereby, (iii) postpone
the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees or any other amount payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender, (v) change any of the provisions of
this Section or the definition of "Required Lenders" or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any consent
hereunder without the written consent of each Lender, (vi) release the Company
from its obligations under Article IX without the written consent of each Lender
or (vii) increase the AHIHL Sublimit without the written consent of each Lender;
provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent and (B) no amendment,
modification or waiver of this Agreement or any provision hereof that would
alter the rights or duties of any Issuing Bank hereunder shall be effective
without the written consent of such Issuing Bank.

          SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers
agree to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by
the Administrative Agent, any Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made hereunder, including in connection
with any workout, restructuring or negotiations in respect thereof.

          (b) The Borrowers agree to indemnify the Administrative Agent, each
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by an Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated



                                                                              68


by the Company or any of its Subsidiaries, or any Environmental Liability
related in any way to the Company or any of its Subsidiaries, or (iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee or
its Affiliates or from a breach of this Agreement by such Indemnitee.

          (c) To the extent that the Borrowers fail to pay any amount required
to be paid by it to the Administrative Agent or any Issuing Bank under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or such Issuing Bank, as the case may be, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or such Issuing Bank in its capacity as such.

          (d) To the extent permitted by applicable law, no Borrower shall
assert, and each hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement or any agreement or instrument contemplated hereby,
the Transactions, any Loan or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

          SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Bank that issues any Letter of Credit), except that no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, Participants and the Related Parties of the Administrative
Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans and participations in LC Disbursements at the time
owing to it); provided that (i) each of the Company (except that (A) in the case
of an assignment to a Lender or an Affiliate of a Lender or to any funds that
invests in bank loans and is administered or



                                                                              69


managed by a Lender or an Affiliate of a Lender or (B) upon the occurrence and
during the continuance of an Event of Default, the consent of the Company shall
not be required), the Administrative Agent and in the case of any assignment of
a Commitment, each Issuing Bank must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld, it being agreed
that none of the Company, the Administrative Agent or any Issuing Bank will be
deemed to have acted unreasonably if it refuses to consent to an assignment to
an institution whose unsecured long-term deposit obligations or senior,
unsecured, non-credit-enhanced long-term indebtedness for borrowed money shall
not have ratings of at least BBB from S&P and Fitch and Baa2 from Moody's), (ii)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $10,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not apply to rights in
respect of outstanding Competitive Loans, (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together (except in the case of an assignment by a Lender to one of
its Affiliates or an assignment as a result of any of the events contemplated by
Section 2.18) with a processing and recordation fee of $3,500, and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire. Upon acceptance and recording pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

          (c) The Administrative Agent, acting for this purpose as an agent of
each Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrowers, the Administrative Agent,
the Lenders and the Issuing Banks may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The



                                                                              70


Register shall be available for inspection by any Borrower, any Issuing Bank and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of any Borrower, the
Administrative Agent or the Issuing Banks, sell participations to one or more
banks or other entities (each a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent, the Issuing
Banks and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to
Section 10.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participations sold to such Participant, unless
the sale of the participations to such Participant is made with the Company's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the Company
is notified of the participations sold to such Participant and such Participant
agrees, for the benefit of the Company, to comply with Section 2.16(e) as though
it were a Lender.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any such pledge or assignment to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security
interest; provided that no


                                                                              71


such pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such assignee for such Lender as
a party hereto.

          SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Borrowers herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 10.03 shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.

          SECTION 10.06. USA Patriot Act. Each Lender hereby notifies the
Company that pursuant to the requirements of the USA Patriot Act, it is required
to obtain, verify and record information that identifies each Borrower, which
information includes the name and address of each Borrower and other information
that will allow such Lender to identify each Borrower in accordance with its
requirements.

          SECTION 10.07. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 10.08. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



                                                                              72


          SECTION 10.09. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (a) to
or for the credit or the account of the Company against any of and all the
obligations of the Company or any Borrower, and (b) to or for the credit or the
account of any Borrower against any of and all the obligations of such Borrower,
now or hereafter existing under this Agreement held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have. For purposes of this Section 10.09
and without limitation, the Guarantee by the Company of the Guaranteed
Obligations shall constitute an obligation of the Company.

          SECTION 10.10. Governing Law; Jurisdiction; Consent to Service of
Process; Process Agent; Waiver of Immunity. (a) This Agreement shall be
construed in accordance with and governed by the law of the State of New York.

          (b) Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent or any Lender or Issuing Bank may
otherwise have to bring any action or proceeding relating to this Agreement
against any Borrower or its properties in the courts of any jurisdiction.

          (c) Each Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices to it in Section 10.01. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.



                                                                              73


          SECTION 10.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 10.12. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 10.13. Confidentiality. Each of the Administrative Agent and
the Lenders and the Issuing Banks agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisers (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any securitization, swap or derivatives transaction relating to the
Company, any Subsidiaries and the obligations hereunder, (g) with the consent of
the Company or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential
basis from a source other than a Borrower. For the purposes of this Section,
"Information" means all information received from the Borrowers relating to the
Borrowers or their business, other than any such information that is available
to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential
basis prior to disclosure by the Borrowers; provided that, in the case of
information received from the Borrowers after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care



                                                                              74


to maintain the confidentiality of such Information as such Person would accord
to its own confidential information.

          SECTION 10.14. Designation of AHIHL as a Guaranteed Borrowing
Subsidiary. The Company may at any time designate AHIHL as a Guaranteed
Borrowing Subsidiary by delivery to the Administrative Agent of a written notice
of such designation in the form attached as Exhibit G hereto and executed by
AHIHL and the Company. At all times after the delivery of such a notice, (a)
AHIHL shall for all purposes of this Agreement be a Guaranteed Borrowing
Subsidiary, (b) the obligations of AHIHL under this Agreement and the other Loan
Documents shall constitute Guaranteed Obligations and (c) each provision of this
Agreement uniquely applicable to AHIHL (including (i) clause (c) of Section
2.01, (ii) clause (iv) of Section 2.05(b), (iii) clause (ii) of the first
sentence of Section 2.04(a), (iv) the parenthetical in Section 4.02(b), (v)
Section 4.03(c), (vi) clause (ii) of Section 5.01(a), (vii) clause (ii) of
Section 5.01(b), (viii) clause (ii) of Section 5.01(d), (ix) Section 6.05(b),
(x) Section 6.07, (xi) clause (ii) of paragraph (d) of Article VII, (xii) the
parenthetical in paragraph (f) of Article VII and (xiii) paragraph (j) of
Article VII) shall be of no further force or effect with the same effect as if
it shall have been deleted from this Agreement.

          SECTION 10.15. AHIHL Debt. The parties hereto acknowledge and agree
that any Debt of AHIHL (including without limitation any Debt owing to any of
its Affiliates) shall rank pari passu with the obligations of AHIHL hereunder,
unless such Debt is expressly subordinated to such obligations.

                  [Remainder of page intentionally left blank]


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        HESS CORPORATION,


                                        by /s/ Robert J. Vogel
                                           ----------------------------------
                                        Name: Robert J. Vogel
                                        Title: Vice President and Treasurer


                                        AMERADA HESS OIL AND GAS HOLDINGS INC.,
                                        as a Borrowing Subsidiary,


                                        by /s/ Robert S. Vogel
                                           ----------------------------------
                                        Name: Robert S. Vogel
                                        Title: Treasurer


                                        HESS OIL VIRGIN ISLANDS CORPORATION, as
                                        a Borrowing Subsidiary,


                                        by /s/ Robert J. Vogel
                                           ----------------------------------
                                        Name:  Robert J. Vogel
                                        Title: Assistant Treasurer


                                        AMERADA HESS INTERNATIONAL HOLDINGS
                                        LIMITED, as a Borrowing Subsidiary,


                                        by /s/ Robert J. Vogel
                                           ----------------------------------
                                        Name: Robert J. Vogel
                                        Title: Treasurer



                                                                              76


                                        JPMORGAN CHASE BANK, N.A., individually,
                                        as Administrative Agent and as an
                                        Issuing Bank,


                                        by /s/ Beth Lawrence
                                           -------------------------------------
                                        Name: Beth Lawrence
                                        Title: Managing Director


                                        BANK OF AMERICA, N.A., individually, and
                                        as an Issuing Bank,


                                        by /s/ Ronald E. McKaig
                                           -------------------------------------
                                        Name: Ronald E. McKaig
                                        Title: Senior Vice President


                                        BNP PARIBAS, individually, and as an
                                        Issuing Bank,


                                        by /s/ Brian M. Malone
                                           -------------------------------------
                                        Name: Brian M. Malone
                                        Title: Managing Director


                                        by /s/ Greg Smothers
                                           -------------------------------------
                                        Name: Greg Smothers
                                        Title: Vice President


                                        THE ROYAL BANK OF SCOTLAND PLC,
                                        individually, and as an Issuing Bank,


                                        by  /s/ Paul McDonagh
                                           -------------------------------------
                                        Name: Paul McDonagh
                                        Title: Managing Director



                                        BAYERISCHE LANDESBANK,
                                        Cayman Islands Branch:


                                        by /s/ Nikolai von Mengden
                                           -------------------------------------
                                        Name: Nikolai von Mengden
                                        Title: Senior Vice President


                                        by /s/  Norman McClave
                                           -------------------------------------
                                        Name: Norman McClave
                                        Title: First Vice President


                                        THE BANK OF NOVA SCOTIA, individually,
                                        and as an Issuing Bank,


                                        by /s/ V.H. Gibson
                                           -------------------------------------
                                        Name: V.H. Gibson
                                        Title: Assistant Agent


                                        CITIBANK, N.A., individually, and as an
                                        Issuing Bank,


                                        by /s/ Shirley Burrow
                                           -------------------------------------
                                        Name: Shirley Burrow
                                        Title: Attorney-in-fact


                                        THE BANK OF TOKYO-MITSUBISHI
                                        UFJ, LTD. NEW YORK BRANCH


                                        by /s/ Lillian Kim
                                           -------------------------------------
                                        Name: Lillian Kim
                                        Title: Authorized Signatory



                                        DNB NOR BANK ASA, individually, and
                                        as an Issuing Bank,

                                        by /s/ Philip E. Kurpewth
                                           -------------------------------------
                                        Name: Philip E. Kurpewth
                                        Title: SVP


                                        by /s/ Tor Ivar Hansen
                                           -------------------------------------
                                        Name: Tor Ivar Hansen
                                        Title: Assistant Vice President


                                        ING CAPITAL, individually, and as an
                                        Issuing Bank,


                                        by /s/ Cheryl LaBelle
                                           -------------------------------------
                                        Name: Cheryl LaBelle
                                        Title: Managing Director


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        individually, and as an Issuing Bank,


                                        by /s/ Allison Newman
                                           -------------------------------------
                                        Name: Allison Newman
                                        Title: Vice President


                                        CALYON NEW YORK BRANCH


                                        by /s/ Bertrand Cord'homme
                                           -------------------------------------
                                        Name: Bertrand Cord'homme
                                        Title: Director


                                        by /s/ Darrel Stanley
                                           -------------------------------------
                                        Name: Darrel Stanley
                                        Title: Managing Director



                                        HSBC BANK USA, NA


                                        by /s/ Jose Aldeanueva
                                           -------------------------------------
                                        Name: Jose Aldeanueva
                                        Title: Vice President


                                        THE BANK OF NEW YORK


                                        by /s/ David Sunderwirth
                                           -------------------------------------
                                        Name: David Sunderwirth
                                        Title: Vice President


                                        FORTIS CAPITAL CORP.


                                        by /s/ Michele Jones
                                           -------------------------------------
                                        Name: Michele Jones
                                        Title: Senior Vice President


                                        by /s/ Darrell Holley
                                           ----------------------------
                                        Name: Darrell Holley
                                        Title: Managing Director



                                        STANDARD CHARTERED BANK


                                        by /s/ Frieda Youlios
                                           -------------------------------------
                                        Name: Frieda Youlios
                                        Title: Vice President


                                        by /s/ Robert K. Reddington
                                           -------------------------------------
                                        Name: Robert K. Reddington
                                        Title: AVP


                                        SUMITOMO MITSUI BANKING CORPORATION


                                        by /s/ William M. Ginn
                                           -------------------------------------
                                        Name: William M. Ginn
                                        Title: General Manager


                                        UBS LOAN FINANCE LLC


                                        by /s/ Richard L. Tavrow
                                           -------------------------------------
                                        Name: Richard L. Tavrow
                                        Title: Director


                                        by /s/ Irja R. Otsa
                                           -------------------------------------
                                        Name: Irja R. Otsa
                                        Title: Associate Director



                                        BANCO BILBAO VIZCAYA ARGENTARIA S.A.


                                        by /s/ Hector O. Villegas
                                           -------------------------------------
                                        Name: Hector O. Villegas
                                        Title: Vice President


                                        by /s/ Juan Urquiola
                                           -------------------------------------
                                        Name: Juan Urquiola
                                        Title: SVP


                                        ABN AMRO BANK N.V.,


                                        by /s/ J.A. Conn
                                           -------------------------------------
                                        Name: J.A. Conn
                                        Title: Managing Director


                                        by /s/ M. Aamir Khan
                                           -------------------------------------
                                        Name: M. Aamir Khan
                                        Title: Assistant Vice President


                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES


                                        by /s/ Andrew Campbell
                                           -------------------------------------
                                        Name: Andrew Campbell
                                        Title: Senior Vice President


                                        by /s/ Barbara F. Stacks
                                           -------------------------------------
                                        Name: Barbara F. Stacks
                                        Title: Assistant Vice President



                                        US BANK, N.A.


                                        by /s/ Eric J. Cosgrove
                                           -------------------------------------
                                        Name: Eric J. Cosgrove
                                        Title: Assistant Vice President


                                        COMERICA BANK


                                        by /s/ Sarah R. West
                                           -------------------------------------
                                        Name: Sarah R. West
                                        Title: Assistant Vice President


                                        COMMERCE BANK, N.A.


                                        by /s/ Daniel Csillag
                                           -------------------------------------
                                        Name: Daniel Csillag
                                        Title: Vice President


                                        FIRST COMMERCIAL BANK NEW YORK AGENCY


                                        by /s/ Helen Tong
                                           -------------------------------------
                                        Name: Helen Tong
                                        Title: V.P. & Manager


                                        WELLS FARGO BANK, N.A.


                                        by /s/ Willam S. Rogers
                                           -------------------------------------
                                        Name: Willam S. Rogers
                                        Title: Vice President



                                        CHANG HWA COMMERCIAL BANK, LTD.,
                                        NEW YORK BRANCH:


                                        by /s/ Jim C. Y. Chen
                                           -------------------------------------
                                        Name: Jim C. Y. Chen
                                        Title: VP & General Manager


                                        CHIAO TUNG BANK CO., LTD.
                                        NEW YORK AGENCY


                                        by /s/ Chun-Kai Hu
                                           -------------------------------------
                                        Name: Chun-Kai Hu
                                        Title: VP & Acting General Manager


                                        MIZUHO CORPORATE BANK, LTD


                                        by /s/ Raymond Ventura
                                           -------------------------------------
                                        Name: Raymond Ventura
                                        Title: Deputy General Manager


                                        BANCO BILBAO VIZCAYA ARGENTARIA S.A.


                                        by /s/ Hector O. Villegas
                                           -------------------------------------
                                        Name: Hector O. Villegas
                                        Title: Vice President


                                        by /s/ Juan Urquiola
                                           -------------------------------------
                                        Name: Juan Urquiola
                                        Title: SVP



                                  SCHEDULE 2.01

                                   COMMITMENTS



LENDER                                    ($MM)
- ------                                   -------
                                      
JPMorgan Chase Bank, N.A.                $220.00
Bank of America, N.A.                    $220.00
BNP Paribas                              $220.00
Citibank, N.A.                           $220.00
Royal Bank of Scotland, PLC              $220.00
Bayerische Landesbank                    $220.00
The Bank of Nova Scotia                  $190.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.   $190.00
DnB NOR Bank ASA                         $125.00
ING Capital LLC                          $125.00
Wachovia Bank, N. A.                     $125.00
Calyon New York Branch                   $100.00
HSBC Bank USA, N. A.                     $100.00
The Bank of New York                     $ 75.00
Fortis Capital Corp.                     $ 75.00
Mizuho                                   $ 75.00
Standard Chartered Bank                  $ 75.00
Sumitomo Mitsui Banking Corporation      $ 75.00
UBS Loan Finance LLC                     $ 75.00
ABN AMRO Bank N.V.                       $ 40.00
Banco Bilbao Vizcaya Argentaria S.A.     $ 40.00
Commerzbank AG                           $ 40.00
US Bank, N.A.                            $ 30.00
Comerica Bank                            $ 25.00
Commerce Bank, N.A.                      $ 25.00
First Commercial Bank                    $ 25.00
Wells Fargo Bank, N.A.                   $ 25.00
Chang Hwa Commercial Bank, Ltd.          $ 15.00
Chiao Tung Bank Co., Ltd.                $ 10.00

                                         $ 3,000




                                  SCHEDULE 2.05

                                 LC COMMITMENTS



LENDER                               $
- ------                        ---------------
                           
JPMorgan Chase Bank, N.A.     $333,333,333.36
Bank of America, N.A.         $333,333,333.33
BNP Paribas                   $333,333,333.33
Citibank, N.A.                $333,333,333.33
Royal Bank of Scotland, PLC   $333,333,333.33
Wachovia Bank, N.A.           $333,333,333.33
Bank of Nova Scotia           $333,333,333.33
ING Capital LLC               $333,333,333.33
DnB NOR Bank ASA              $333,333,333.33




                                                                   SCHEDULE 3.10

                                HESS CORPORATION
                          CONSOLIDATED SUBSIDIARY DEBT
                                (USD in thousand)



                                                                                 AMOUNT DUE
                                          TERM OF     INTEREST   TOTAL DEBT AT   WITHIN ONE
CONSOLIDATED SUBSIDIARY DEBT               LOAN        RATE(%)     5/12/2006        YEAR
- ----------------------------           ------------   --------   -------------   ----------
                                                                     
U.S.V.I
   Hess Oil Virgin Islands Corp.
      Virgin Islands University Note    9/91 - 9/07     8.00         $  800        $  400

United Kingdom
   Amerada Hess Limited
      Brittania Capital Lease          9/98 - 12/09     5.00          4,756         1,014
                                                                     ------        ------
Total Consolidated Subsidiary Debt                                   $5,556        $1,414
                                                                     ======        ======




                                                                   SCHEDULE 6.01

                 HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                             EXISTING COMPANY LIENS
                               (USD in thousands)



                                    AS OF
LIENS                             5/12/2006
- -----                             ---------
                               
Baldpate Platform Lease            $ 97,234
Enchilada Platform Lease             50,599
Brittania Capital Lease               4,756
Mortgages Payable - Marketing         2,556
                                   --------
Total Consolidated Secured Debt    $155,145
                                   ========




                                                                       EXHIBIT A
                                                             TO CREDIT AGREEMENT

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

          This Assignment and Acceptance (the "Assignment and Acceptance") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Acceptance as if set forth herein in full.

          For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the Credit Agreement
(including any letters of credit included in such facility) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the "Assigned Interest").
Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Acceptance, without representation or
warranty by the Assignor.

1.   Assignor:                __________________________________________________

2.   Assignee:                __________________________________________________
                              [an Affiliate of [Lender]]

3.   Company:                 HESS CORPORATION

4.   Administrative Agent:    JPMorgan Chase Bank, N.A., as the Administrative
                              Agent under the Credit Agreement


                                                                               2


5.   Credit Agreement:        Five-Year Credit Agreement dated as of
                              December 10, 2004, as amended and restated as of
                              May [__], 2006 (as amended, supplemented, amended
                              and restated or otherwise modified from time to
                              time), among HESS CORPORATION, the Borrowing
                              Subsidiaries party thereto, the lenders from time
                              to time party thereto, JPMorgan Chase Bank, N.A.,
                              as Administrative Agent, and the other agents and
                              issuing banks parties thereto

6.   Assigned Interest:



   Aggregate Amount of            Amount of         Percentage Assigned
   Commitment/Loans/LC        Commitment/Loans/       of Commitment/
Exposure for all Lenders    LC Exposure Assigned   Loans/LC Exposure(1)
- -------------------------   --------------------   --------------------
                                             
     $__________                 $__________              _____%


Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

- ----------
(1)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
     /LC Exposure of all Lenders thereunder.



                                                                               3


The terms set forth in this Assignment and Acceptance are hereby agreed to:

                                        ASSIGNOR

                                        [NAME OF ASSIGNOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        ASSIGNEE

                                        [NAME OF ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


Consented to and accepted:

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


[ISSUING BANK],
as Issuing Bank


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------



                                                                               4


[Consented to:](2)

HESS CORPORATION


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

- ----------
(2)  To be included only if the consent of the Company is required pursuant to
     the terms of the Credit Agreement.



                                                                         ANNEX I

                        HESS CORPORATION CREDIT AGREEMENT

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ACCEPTANCE

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iii) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement and the other Loan Documents as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the most recent
financial statements delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Lender organized
under the laws of a jurisdiction outside the United States, attached to this
Assignment and Acceptance is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement and the other Loan Documents are required to be performed by it
as a Lender.

          2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.



                                                                               2


          3. General Provisions. This Assignment and Acceptance shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Acceptance may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Acceptance
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance. This Assignment and Acceptance shall be governed
by, and construed in accordance with, the law of the State of New York.



                                                                       EXHIBIT B
                                                             TO CREDIT AGREEMENT

                                  FORM OF NOTE

                                                              [__________], 2006

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
[__________] corporation (the "Borrower"), unconditionally promises to pay to
the order of ________________________ (the "Lender") the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower pursuant to the
Five-Year Credit Agreement dated as of December 10, 2004, as amended and
restated as of May [__], 2006 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Credit Agreement"), among the
Company, the Borrowing Subsidiaries party thereto, the financial institutions
(including the Lender) from time to time party thereto, JPMorgan Chase Bank,
N.A., as Administrative Agent, and the other agents and issuing banks parties
thereto from time to time, on such dates and in such amounts as are set forth in
the Credit Agreement. The amounts payable under the Credit Agreement may be
reduced only in accordance with the terms of the Credit Agreement. Unless
otherwise defined, capitalized terms used herein have the meanings provided in
the Credit Agreement.

          The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from and including the date hereof
until maturity (whether by acceleration or otherwise) and, after maturity, until
paid, at the rates per annum and on the dates specified in the Credit Agreement.

          Payments of both principal and interest are to be made without setoff
or counterclaim in lawful money of the United States of America in same day or
immediately available funds to the account designated by the Administrative
Agent.

          This Note is one of the Notes referred to in, and evidences the Loans
made by the Lender under, the Credit Agreement, to which reference is made for a
statement of the terms and conditions on which the Borrower is permitted and
required to make prepayments and repayments of principal of the indebtedness
evidenced by this Note and on which such indebtedness may be declared to be or
shall automatically become immediately due and payable.

          THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

                                        [NAME OF BORROWER]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                                                               2


                           LOAN AND PRINCIPAL PAYMENTS



                 Amount of     Unpaid
        Amount   Principal   Principal   Notations
Date   of Loan     Repaid     Balance     Made By
- ----   -------   ---------   ---------   ---------
                             





                                                                     EXHIBIT C-1
                                                             TO CREDIT AGREEMENT

                    FORM OF OPINION OF COUNSEL TO THE COMPANY
                                HESS CORPORATION
                           1185 Avenue of the Americas
                            New York, New York 10036

J. BARCLAY COLLINS, II
Executive Vice President And General Counsel
(212) 536-8577
FAX: (212) 536-8339

                                                                    May 12, 2006

JPMorgan Chase Bank, N.A.
as Administrative Agent
270 Park Avenue
New York, New York 10017

The Lenders, Issuing Banks and other agents party to the Credit Agreement
referred to below from time to time

Ladies and Gentlemen:

          I am the general counsel to Hess Corporation, a Delaware corporation
(the "Company"), and have acted as such in connection with the preparation,
execution and delivery of the Five-Year Credit Agreement, dated as of December
10, 2004, as amended and restated as of May 12, 2006 (the "Credit Agreement")
among the Company, Amerada Hess Oil and Gas Holdings Inc. ("AHOGL"), Hess Oil
Virgin Islands corporation ("HOVIC") Amerada Hess International Holdings Limited
("AHIHL", and together with AHOGL and HOVIC, the "Borrowing Subsidiaries"), the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the "Administrative Agent") and the other agents from time to time
parties thereto.

          The opinions expressed below are furnished to you pursuant to Section
4.01(ii) of the Credit Agreement. Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

          In arriving at the opinions expressed below, I have examined the
following documents:

          (a) the Credit Agreement and any Notes signed by the Company (the
Credit Agreement and any such Notes being hereinafter referred to collectively
as the "Transaction Documents"); and

          (b) such corporate documents and records of the Company and the
Borrowing Subsidiaries and such other instruments and certificates of public
officials, officers and representatives of the Company, the Borrowing
Subsidiaries and other Persons as I have deemed necessary or appropriate for the
purpose of the opinion.



                                                                               2


          In arriving at the opinions expressed below, I have made such
investigations of law as I have deemed appropriate as a basis for such opinions.

          In rendering the opinions expressed below, I have (a) relied as to
certain matters of fact on certificates of the officers of the Company and the
Borrowing Subsidiaries, (b) assumed, with your permission, without independent
investigation or inquiry, (i) the authenticity of all documents submitted as
originals, (ii) the genuineness of all signatures on all documents that I have
examined (other than those of the Company or the Borrowing Subsidiaries and
officers of the Company or the Borrowing Subsidiaries) and (iii) the conformity
to authentic originals of documents submitted as certified, conformed or
photostatic copies.

          When the opinions expressed below are stated "to the best of my
knowledge," I have made reasonable and diligent investigation of the subject
matters of such opinions and have no reason to believe that there exist any
facts or other information that would render such opinions incomplete or
incorrect.

          Based upon and subject to the foregoing, I am of the opinion that:

          1. The Company is duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
corporation.

          2. The Company has the corporate power and authority to own, lease and
operate its properties and to conduct the business in which it is currently
engaged and is duly qualified to transact business as a foreign corporation or
other legal entity and is in good standing or appropriately qualified in each
jurisdiction where its ownership, leasing, or operation of property or the
conduct of its business requires such qualification, except to the extent that
the failure to have such power and authority and the failure to be so qualified
and in good standing does not, in the aggregate, constitute a Material Adverse
Effect.

          3. The Company has the corporate power and authority to make, deliver
and perform its obligations under each Transaction Document and to borrow under
the Credit Agreement. The Company has taken all necessary corporate action to
authorize the borrowings on the terms and conditions of the Credit Agreement,
the guarantees of the Guaranteed Obligations and the other Transaction
Documents, and to authorize the execution, delivery and performance of the
Credit Agreement and each other Transaction Document. No consent or
authorization of, notice to, filing with or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with (i)
the borrowings by any Borrower under the Credit Agreement or the guarantee by
the Company of the Guaranteed Obligations or (ii) the execution, delivery and
performance by any Borrower, or the validity or enforceability against any
Borrower, of each Transaction Document.

          4. Each Transaction Document has been duly executed and delivered on
behalf of each Borrower. Each Transaction Document constitutes a legal, valid
and binding obligation of each Borrower, enforceable against such Borrower in
accordance with its terms.

          5. The execution and delivery of each Transaction Document by each
Borrower, the performance by each Borrower of its obligations thereunder, the
consummation of the transactions contemplated thereby, the compliance by each
Borrower with any of the provisions



                                                                               3


thereof, the borrowings by any Borrower under the Credit Agreement and the use
of proceeds thereof, the guarantee by the Company of the Guaranteed Obligations,
all as provided therein, (a) will not violate (i) any requirement of law or any
regulation or order of any Governmental Authority applicable to any Borrower or
(ii) any Contractual Obligation of any Borrower or any of its Subsidiaries and
(b) will not result in, or require, the creation or imposition of any Lien on
any of its or their respective assets or properties pursuant to any such
requirement of law (or regulation or order) or Contractual Obligation.

          6. To the best of my knowledge, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or
threatened by or against any Borrower or against any of its or their respective
properties or revenues (a) with respect to the Credit Agreement or any of the
other Transaction Documents or (b) which would constitute a Material Adverse
Effect.

          7. None of the Borrowers is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. None of the Borrowers is subject to regulation
under any Federal or state statute or regulation which limits its ability to
incur Indebtedness.

          8. The use of proceeds of the Loans, as limited by the provisions of
the Credit Agreement, does not violate Regulations T, U and X of the Board as in
effect from time to time.

          The opinions set forth in the second sentence of paragraph 4 above are
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law), including, without limitation, concepts of
materiality and reasonableness and an implied covenant of good faith and fair
dealing.

          I am a member of the bar of the State of New York and the opinions
expressed herein are based upon and are limited to the laws of such state, the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America.



                                                                               4


          This opinion has been rendered solely for your benefit and for the
benefit of your permitted assignees pursuant to Section 10.04 of the Credit
Agreement in connection with the Credit Agreement and the other Transaction
Documents and the transactions contemplated thereby and may not be used,
circulated, quoted, relied upon or otherwise referred to for any other purpose
without my prior written consent; provided, however, that this opinion may be
delivered to your regulators, accountants, attorneys and other professional
advisers and may be used in connection with any legal or regulatory proceeding
relating to the subject matter of this opinion.

                                        Very truly yours,


                                        ----------------------------------------

JBC/jaa



                                                                     EXHIBIT C-2
                                                             TO CREDIT AGREEMENT

                [FORM OF OPINION OF CAYMAN ISLANDS LOCAL COUNSEL
                         TO THE BORROWING SUBSIDIARIES]

JPMorgan Chase Bank, N.A.
as Administrative Agent
270 Park Avenue
New York, New York 10017

The Lenders, Issuing Banks and other agents party to the Credit Agreement (as
defined below)

12 May 2006

Dear Sirs

     Amerada Hess Oil and Gas Holdings Inc. ("AHOGHI") and Amerada Hess
International Holdings Limited ("AHIHL" and together with AHOGHI, the "Borrowing
Subsidiaries")

     We have acted as counsel as to Cayman Islands law to Hess Corporation
("HC") and the Borrowing Subsidiaries in connection with the Five Year Credit
Agreement dated as of December 10, 2004 as amended and restated as of April 26,
2005 (the "Existing Credit Agreement") as amended and restated dated as of May
10, 2006 (the Existing Credit Agreement, as amended and restated, the "Credit
Agreement") among HC, Hess Oil Virgin Islands Corporation, the Borrowing
Subsidiaries, the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as
administrative agent, and J.P. Morgan Securities Inc., as sole lead arranger and
sole bookrunner and the other agents parties thereto.

1    DOCUMENTS REVIEWED

     We have reviewed originals or copies of executed versions of the following
documents (other than the Credit Agreement which is not executed):

1.1  the Certificate of Incorporation and Memorandum and Articles of Association
     of AHOGHI as registered on 14 September 2000 as amended by way of special
     resolution passed on 4 February 2002; the Certificate of Incorporation and
     Memorandum and Articles of Association of AHIHL as adopted on 31 October
     2003

1.2  the written resolutions dated [__] May 2006 of the Board of Directors of
     AHOGHI;

1.3  the written resolutions dated [__] May 2006 of the Board of Directors of
     AHIHL;

1.4  a Certificate of Good Standing issued by the Registrar of Companies (the
     "Certificates of Good Standing") with respect to each of the Borrowing
     Subsidiaries;



                                                                               2


1.5  a certificate from a Director of each the Borrowing Subsidiaries, copies of
     which are annexed hereto (the "Director's Certificates");

1.6  the Existing Credit Agreement;

1.7  the Credit Agreement; and

1.8  any Notes signed by the Borrowing Subsidiaries as contemplated by the
     Credit Agreement.

     The documents referred to in paragraphs 1.9 - 1.10 above are collectively
referred to as the "Transaction Documents".

2    ASSUMPTIONS

     The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificates
and the Certificates of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:

2.1  Copies of documents provided to us are true and complete copies of the
     originals;

2.2  all signatures, initials and seals are genuine;

2.3  there is nothing under any law (other than the law of the Cayman Islands)
     which would or might affect the opinions hereinafter appearing.
     Specifically, we have made no independent investigation of the laws of the
     State of New York.

3    OPINIONS

     Based upon, and subject to, the foregoing assumptions and the
qualifications set out below, and having regard to such legal considerations as
we deem relevant, we are of the opinion that:

3.1  Each of the Borrowing Subsidiaries has been duly incorporated as an
     exempted company with limited liability and is validly existing and in good
     standing under the laws of the Cayman Islands.

3.2  Each of the Borrowing Subsidiaries has full power and authority under its
     Memorandum and Articles of Association to own, lease and operate its
     properties and to conduct the business in which it currently engaged and to
     enter into, execute and perform its obligations under each of the
     Transaction Documents, including to borrow under the Credit Agreement.

3.3  The execution and delivery of each of the Transaction Documents and the
     performance by each of the Borrowing Subsidiaries of its obligations
     thereunder does not conflict with



                                                                               3


     or result in a breach of any of the terms or provisions of the Memorandum
     and Articles of Association of each of the Borrowing Subsidiaries or any
     law, public rule or regulation applicable to the Borrowing Subsidiaries in
     the Cayman Islands currently in force.

3.4  The execution, delivery and performance of each of the Transaction
     Documents, including the borrowings under the Credit Agreement, has been
     duly authorised by all necessary corporate authorisation on behalf of each
     of the Borrowing Subsidiaries.

3.5  No authorisations, consents, approvals, licenses, notices to, filings with,
     validations, exemptions or other acts are required by law from any
     governmental authorities or agencies or other official bodies in the Cayman
     Islands in connection with:

     3.5.1 the creation, execution or delivery of the Transaction Documents by
          each of the Borrowing Subsidiaries;

     3.5.2 subject to the payment of nominal stamp duty, enforcement of the
          Transaction Documents against each of the Borrowing Subsidiaries; or

     3.5.3 the performance by each of the Borrowing Subsidiaries of its
          respective obligations under any of the Transaction Documents,
          including the borrowings under the Credit Agreement.

3.6  No taxes, fees or charges (other than nominal stamp duty) are payable
     (either by direct assessment or withholding) to the government or other
     taxing authority in the Cayman Islands under the laws of the Cayman Islands
     in respect of:

     (i)  the execution or delivery of the Transaction Documents;

     (ii) the enforcement of the Transaction Documents; or

     (iii) payments made under, or pursuant to, the Transaction Documents.

     The Cayman Islands currently have no form of income, corporate or capital
     gains tax and no estate duty, inheritance tax or gift tax.

3.7  Based solely on our investigation of the Register of Writs and Other
     Originating Process in the Cayman Islands from 14 September 2000 there were
     no actions or petitions pending against the Borrowing Subsidiaries in the
     courts of the Cayman Islands as at close of business on 8 May 2006.

3.8  Although there is no statutory enforcement in the Cayman Islands of
     judgments obtained in the State of New York, the courts of the Cayman
     Islands will recognise a foreign judgment as the basis for a claim at
     common law in the Cayman Islands provided such judgment:

          (i)  is given by a competent foreign court;



                                                                               4


          (ii) imposes on the judgment debtor a liability to pay a liquidated
               sum for which the judgment has been given;

          (iii) is final;

          (iv) is not in respect of taxes, a fine or a penalty; and

          (v)  was not obtained in a manner and is not of a kind the enforcement
               of which is contrary to the public policy of the Cayman Islands.

3.9  The courts of the Cayman Islands will observe and give effect to the choice
     of the laws of the State of New York as the governing law of the
     Transaction Documents.

3.10 The submission by the Borrowing Subsidiaries in the Transaction Documents
     to the non-exclusive jurisdiction of the courts of the State of New York
     and of the United States District Court of the Southern District of New
     York and any appellate court from any thereof is legal, valid and binding
     on the Borrowing Subsidiaries assuming that the same is true under the
     governing law of the Transaction Documents.

3.11 The Cayman Islands court has jurisdiction to give judgment in the currency
     of the relevant obligation and statutory rates of interest payable upon
     judgments will vary according to the currency of the judgment. If the
     Company becomes insolvent and is made subject to a liquidation proceeding,
     the Cayman Islands court will require all debts to be proved in a common
     currency, which is likely to be the "functional currency" of the Company
     determined in accordance with applicable accounting principles.

3.12 None of the parties to the Transaction Documents (other than the Borrowing
     Subsidiaries) is or will be deemed to be resident, domiciled or carrying on
     business in the Cayman Islands solely as a consequence of entering into,
     delivering, performing or enforcing the Transaction Documents in the Cayman
     Islands or elsewhere.

3.13 None of the parties to the Transaction Documents (other than the Borrowing
     Subsidiaries) are required to be licensed, qualified or otherwise entitled
     to carry on business in the Cayman Islands in order to enforce their rights
     under, or by reason of the execution or delivery and performance of, any of
     the Transaction Documents to which they are, respectively, a party.

3.14 It is not necessary to ensure the legality, validity, enforceability or
     admissibility in evidence of the Transaction Documents that any document be
     filed, recorded or enrolled with any governmental authority or agency or
     any official body in the Cayman Islands.

3.15 There is no applicable money or interest limitation law in the Cayman
     Islands which may restrict the recovery of any amount expressed to be
     payable under or in connection with the Transaction Documents.



                                                                               5


4    QUALIFICATIONS

     The opinions expressed above are subject to the following qualifications:

4.1  To maintain each of the Borrowing Subsidiaries in good standing under the
     laws of the Cayman Islands, annual filing fees must be paid and returns
     made to the Registrar of Companies.

4.2  In principle a Cayman Islands court will award costs and disbursements in
     litigation in accordance with the relevant contractual provisions but there
     remains some uncertainty as to the way in which the rules of the Grand
     Court will be applied in practice. Whilst it is clear that costs incurred
     prior to judgment can be recovered in accordance with the contract, it is
     likely that post-judgment costs (to the extent recoverable at all) will be
     subject to taxation in accordance with Grand Court Rules Order 62.

     We express no view as to the commercial terms of the Transaction Documents
or whether such terms represent the intentions of the parties and make no
comment with regard to the representations that may be made by the Borrowing
Subsidiaries.

     This opinion may be relied upon by the addressees only and permitted
assignees pursuant to Section 10.04 of the Credit Agreement. It may not be
relied upon by any other person except with our prior written consent.

Yours faithfully


- -------------------------------------
MAPLES and CALDER



                                                                     EXHIBIT C-3
                                                             TO CREDIT AGREEMENT

              [FORM OF OPINION OF U.S. VIRGIN ISLANDS LOCAL COUNSEL
                         TO THE BORROWING SUBSIDIARIES]

                                  May 12, 2006

JPMorgan Chase Bank, N.A.,

     as Administrative Agent in respect of a general purpose bank revolving
     credit facility to Hess Corporation, Amerada Hess Oil and Gas Holdings,
     Inc., Hess Oil Virgin Islands Corporation and Amerada Hess International
     Holdings Limited, under the Five-Year Credit Agreement dated as of December
     10, 2004, as amended and restated as of May 12, 2006 (the "Credit
     Agreement")

c/o JPMorgan Chase Bank, N.A.,
   270 Park Avenue
   New York, New York 10017

     Re: The Opinion Documents (as that term is defined herein) DTF File No.
         5421-1

The Lenders, Issuing Banks and other agents party to the Credit Agreement
referred to below from time to time

Ladies and Gentlemen:

          We are rendering this opinion to you as special U.S. Virgin Islands
counsel to Hess Oil Virgin Islands Corp. ("HOVIC") pursuant to Section 4.03(b)
of the Five-Year Agreement dated as of December 10, 2004, as amended and
restated as of May 10, 2006 (the "Credit Agreement"), among Hess Corporation,
the Lenders Party thereto and Amerada Hess Oil and Gas Holdings Inc., Hess Oil
Virgin Islands Corporation and Amerada Hess International Holdings Limited as
initial Borrowing Subsidiaries and JPMorgan Chase Bank, N.A. as Administrative
Agent for the Lenders. In connection therewith, we have reviewed the following
documents:

     (1)  the Credit Agreement;

     (2)  the Note(s) in the form attached as Exhibit B to the Credit Agreement
          (collectively, the "Note");

     (3)  the Articles of Incorporation, By-laws of HOVIC and all amendments
          thereto (the "Charter");

     (4)  the By-laws of HOVIC and all amendments thereto (the "Bylaws"); and

     (5)  the resolutions of HOVIC relating to the foregoing.



                                                                               2


          The Credit Agreement and the Note are collectively referred to herein
as the "Opinion Documents." Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Credit Agreement.

          We also have examined the original, or copies certified or otherwise
identified to our satisfaction, of such (i) certificates and consents or
approvals of public officials, (ii) certificates of officers and representatives
of HOVIC, and (iii) other records, agreements, instruments and documents, and we
have made such other investigations, as we have deemed relevant or necessary.

          We note that the Opinion Documents provide that they will be governed
by the laws of the State of New York. We call to your attention that we are not
members of the bar of any jurisdiction other than the U.S. Virgin Islands, and,
therefore our opinion is strictly limited to the laws of the Territory of the
U.S. Virgin Islands and to the federal law of the United States to the extent
applicable to the U.S. Virgin Islands, and as to all matters governed by the law
of any other jurisdiction, we express no opinion.

          In our examinations, we have assumed: (a) the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such copies; (b)
the due organization, valid existence and good standing of each of the parties
thereto (other than HOVIC) under the laws of the jurisdictions in which they are
organized; and (c) that each of the parties thereto (other than HOVIC) has the
power and authority to execute and deliver the Opinion Documents and to perform
its obligations thereunder, and that all such actions have been duly and validly
authorized by all necessary proceedings on the part of such parties (other than
HOVIC). We have assumed the due execution and delivery, pursuant to due
authorization, of the Opinion Documents by the parties thereto (other than
HOVIC).

          Whenever our opinion herein with respect to the existence or absence
of facts is qualified by the phrase, "to the best of our knowledge" or "known to
us" or the like, we mean that, during the course of our representation of HOVIC,
we have made inquiry of the officers of HOVIC who by virtue of their position,
would have reason to know of such facts, and no information has come to our
attention which has given us actual knowledge of the existence of facts to the
contrary. In addition, we have relied, as to matters of fact, upon the
representations and certificates of public officials and the representations
made in the Opinion Documents. We have not, however, in rendering this opinion,
undertaken any other independent investigation to determine the existence or
absence of such facts, but have relied upon the representations as described
above, which we have no reason to believe are inaccurate, and the matters within
our files. Further be advised that the phrases "we", "us" and "our" and the like
are intended to identify only the attorneys of this firm who have given
substantive attention to this matter in representing HOVIC.

          Our opinion with respect to the enforceability of the Opinion
Documents assumes that any party seeking to enforce such instrument(s) will do
so in good faith, and is further



                                                                               3


subject to the following exceptions, qualifications and limitations: (a) the
effect of applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws now existing or hereafter enacted relating to or affecting the
enforcement of creditors' and/or secured parties' rights generally; (b)
limitations based on general principles of equity (regardless of whether such
enforceability is considered a proceeding in equity or at law); (c) limitations
based on public policy limiting a party's right to waive the benefit of
statutory or common law provisions; (d) the phrase "enforceable in accordance
with its terms" may not include the availability of the remedy of specific
performance, the remedy of injunctive relief or the appointment of a receiver as
a matter of right, as such matters are subject to the discretion of the court
before which any proceeding therefor may be brought; and (e) we express no
opinion as to the enforceability of any provision of the Opinion Documents (1)
restricting access to legal or equitable remedies, (2) providing for
non-judicial foreclosure, prejudgment remedies, self-help remedies, liquidated
damages or penalties (including, but not limited to, prepayment fees that are
deemed penalties), or the concurrent pursuit of alternative remedies, (3)
purporting to grant exclusive jurisdiction in any court, (4) purporting to waive
personal service in connection with any judicial process, (5) purporting to
waive trial by jury, and (6) purporting to establish by agreement between the
parties, the time at which and the circumstances pursuant to which a party is
entitled to have a judgment entered in connection with any judicial process;
except that it is our opinion that the application of the limitations and
qualifications expressed in (c), (d) and (e) above will not preclude the
judicial enforcement of the obligation of any party to perform under the Opinion
Documents and will not materially interfere with the practical realization of
the benefits intended to be provided to any party by the Opinion Documents,
except for the economic consequences of any procedural delay that may result
from application of the above-referenced limitations and restrictions on the
enforceability of the Opinion Documents.

          In rendering our opinion with respect to the due authorization,
execution and delivery of the Opinion Documents we specifically have relied on
the Certificate of HOVIC's Assistant Secretary, attached hereto as Exhibit A.

          Based upon, and subject to the foregoing, and any other qualifications
set forth herein, we are of the opinion that:

          1. HOVIC has been duly organized, is validly existing and in good
standing under the laws of the U.S. Virgin Islands and has all corporate power
and authority necessary to own its property and carry on its business as
presently conducted. As of the date hereof, HOVIC is a Consolidated Subsidiary
of Hess Corporation.

          2. HOVIC has all corporate power and authority necessary to execute,
deliver and incur its obligations under the Opinion Documents and to perform its
obligations in relation thereto.

          3. The Opinion Documents have been duly authorized, executed and
delivered by or on behalf of HOVIC.

          4. The performance of HOVIC's obligations contemplated by the Opinion
Documents will not conflict with, or result in the breach of, or constitute a
default under, (i) the



                                                                               4


Charter or the Bylaws; (ii) any law in the U.S. Virgin Islands; (iii) to the
best of our knowledge, any writ, injunction, or decree of any governmental
authority applicable to HOVIC; or (iv) to the best of our knowledge, any
contractual restriction binding on or affecting HOVIC.

          5. Assuming that the Opinion Documents are a valid and legally binding
obligation of each party thereto (other than HOVIC), the Opinion Documents
constitute the valid and legally binding obligation of HOVIC, enforceable
against HOVIC in accordance with their terms.

          6. To the best of our knowledge, (i) there is no action, suit or
proceeding before or by any U.S. Virgin Islands court, arbitrator or
governmental agency, body or official, now pending, to which HOVIC is a party to
or to which the business, assets or property of HOVIC is subject and (ii) there
is no such action, suit or proceeding threatened to which HOVIC or the business,
assets or property of HOVIC would be subject, that in the case of either (i) or
(ii), could reasonably be expected to materially adversely affect the validity
of the Opinion Documents.

          7. No consent, approval, authorization, order, filing, registration or
qualification of or with, any Federal or U.S. Virgin Islands governmental agency
or body is required in connection with the execution, delivery and performance
by HOVIC of its borrowing and obligations under the Opinion Documents.

          8. In any action or proceeding in the Territory of the U.S. Virgin
Islands arising out of or relating to the Opinion Documents purporting to be
governed (in whole or in part) by the laws of the State of New York, the
provisions of the Opinion Documents wherein the parties thereto agree that such
Opinion Documents shall be governed by, and be construed in accordance with, the
laws of the State of New York, would be recognized and given effect by the
courts of the U.S. Virgin Islands. This opinion is qualified in that the courts
of the U.S. Virgin Islands, and the courts of the United States of America
sitting in the U.S. Virgin Islands and applying the principles of conflicts of
laws applied by the courts of the U.S. Virgin Islands, may apply laws other than
the internal laws of New York insofar as the rights or obligations under the
Opinion Documents of any party thereto may be affected by:

          (i)  due organization or existence of each such party, the corporate
               or equivalent power of such party to enter into, execute, deliver
               or perform such documents, the due authorization of the entry
               into, execution, delivery and performance of such document by all
               necessary corporate or equivalent action on the part of such
               party, and similar matters governed by the laws of the
               jurisdiction of such party's organization;

          (ii) procedural laws and rules of the U.S. Virgin Islands, and related
               matters (including, without limitation, statutes and rules with
               respect to personal or subject matter jurisdiction, service of
               process, necessary parties, prior exhaustion of remedies as
               against principals, rights of subrogation, rights of guarantors,
               evidence, limitations of action, venue, joinder of parties,
               matters of due process of law, and similar matters);



                                                                               5


          (iii) internal laws of the U.S. Virgin Islands, judicial decisions and
               general principles of equity affecting the availability of
               remedies or of equitable relief, including, without limitation,
               specific performance or equitable remedies;

          (iv) fraudulent transfer laws and fraudulent conveyance laws of the
               U.S. Virgin Islands or of other jurisdictions;

          (v)  federal laws of the United States of America; or

          (vi) internal laws and judicial decisions of the U.S. Virgin Islands
               applicable to real property (or interests therein) located in the
               U.S. Virgin Islands, including, without limitation, those
               affecting the creation, perfection, priority and enforcement of
               liens and security interests, title to real property, the
               creation, reservation, transfer and termination of interests or
               estates in real property, and enforcement of agreements relating
               to real property and the measure of damages for a breach of any
               such agreement.

     In rendering the foregoing opinion with respect to the choice of New York
law provisions contained in the Opinion Documents, we have relied upon the
following:

          (i)  that numerous and substantial communications directly between the
               parties to the Opinion Documents took place or originated or were
               received in New York;

          (ii) that substantial negotiations relating to the Opinion Documents
               took place in New York or pursuant to interstate communications
               with parties located in New York;

          (iii) that the Opinion Documents were executed, delivered and accepted
               in New York, and the closing of the transactions contemplated in
               the Opinion Documents will take place in New York;

          (iv) that payments pursuant to the Opinion Documents will be received
               in New York; and

          (v)  that the Administrative Agent maintains a place of business in
               New York and is duly incorporated or qualified to do business and
               is validly existing and in good standing in New York.

          9. The U. S. Virgin Islands has adopted the Uniform Enforcement of
Foreign Judgments Act at 5 Virgin Islands Code Section 551 et seq. (the "Foreign
Judgments Act") so that by filing a copy of any foreign judgment, as defined in
Section 552 and 553 of the Foreign Judgments Act, in the Office of the Superior
Court of the U.S. Virgin Islands, such judgment shall be treated in the same
manner as a judgment of the Superior Court of the U.S. Virgin Islands, subject
to the provisions and limitations set forth in the Foreign Judgments Act.



                                                                               6


          10. It is not necessary to ensure the legality, validity,
enforceability or admissibility in evidence of the Opinion Documents that any
document be filed, recorded or enrolled with any governmental authority or
agency of the Government of the U.S. Virgin Islands. With respect to the
enforceability of the Opinion Documents, we express no opinion with respect to
the efficacy, priority or perfection of any lien purportedly grounded in or
based upon such documents or any of them.



                                                                               7


          This opinion speaks only as of the date hereof and we disclaim any
obligation to advise you of any change in this opinion after the date hereof.
This opinion is given solely for your benefit and the benefit of your counsel,
and may not be relied upon by any other person or entity, except for any
assignee, successor or participant to the Credit Agreement.

                                        Very truly yours,

                                        Dudley, Topper and Feuerzeig, LLC


                                        By:
                                            ------------------------------------
                                            George H.T. Dudley, Esq.



                                                                       EXHIBIT D
                                                             TO CREDIT AGREEMENT

                             [LETTERHEAD OF COMPANY]

                                     FORM OF
                              NOTICE OF LC ACTIVITY

                                                Certificate Date: ______ _, ____

HESS CORPORATION,
as the Company
1185 Avenue of the Americas
New York, New York 10036
Facsimile: (212) 536-8617

Attention: Treasurer

JPMorgan Chase Bank, N.A.,
as the Administrative Agent
Loan & Agency Department
1111 Fannin
Houston, TX 77002
Facsimile: (713) 427-6307

Attention: Claudette Reid

          Re: HESS CORPORATION -- NOTICE OF LC ACTIVITY

Ladies and Gentlemen:

          This Notice of LC Activity is delivered to you pursuant to Section
2.05(b) of the Five-Year Credit Agreement dated as of December 10, 2004, as
amended and restated as of May [__], 2006 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the "Credit Agreement"), among
HESS CORPORATION, a Delaware corporation (the "Company"), Borrowing Subsidiaries
party thereto, the financial institutions from time to time parties thereto as
lenders (each individually referred to therein as a "Lender" and, collectively,
as the "Lenders"), the Issuing Banks from time to time party thereto, and
JPMorgan Chase Bank, N.A., as the Administrative Agent. Unless otherwise defined
herein, terms used herein have the meanings provided in the Credit Agreement.

          The Issuing Bank hereby gives you notice pursuant to Section 2.05(b)
of the Credit Agreement, that the Issuing Bank [issued] [amended] [renewed]
[extended] a Letter of Credit pursuant to a Notice of LC Request from [the
Company][name of Borrowing Subsidiary]. A copy of such Letter of Credit [(as so
[amended] [renewed] [extended])] is attached hereto as Exhibit A. The
beneficiary of such Letter of Credit is __________. The stated amount of such
Letter of Credit is $_________. Such Letter of Credit was issued on __________
[and the [amendment] [renewal] [extension] thereof became effective on
_________________]. As of



                                                                               2


the date hereof, $___________ of such Letter of Credit has been drawn on. The
expiration date of such Letter of Credit is ___________ ___, _____. [Issuing
Bank to add any other information with respect to the amendment, renewal,
extension or expiry of, or drawing under, such Letter of Credit as the
Administrative Agent may reasonably request.]


                                        _______________________________________,
                                        as Issuing Bank,


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                    Exhibit A

                         [See Attached Letter of Credit]



                                                                       EXHIBIT E
                                                             TO CREDIT AGREEMENT

                             [LETTERHEAD OF COMPANY]

                                     FORM OF
                              NOTICE OF LC REQUEST

                                                Certificate Date: ______ _, ____

_________________________,
as the Issuing Bank
_________________________
_________________________
Facsimile:_______________

Attention:_______________

JPMorgan Chase Bank, N.A.,
as the Administrative Agent
Loan & Agency Department
1111 Fannin
Houston, TX 77002
Facsimile: (713) 427-6307

Attention: Claudette Reid

          Re: HESS CORPORATION -- NOTICE OF LC REQUEST

Ladies and Gentlemen:

          This Notice of LC Request is delivered to __________, as an issuing
bank (the "Issuing Bank"), pursuant to Section 2.05(b) of the Five-Year Credit
Agreement dated as of December 10, 2004, as amended and restated as of May [],
2006 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the "Credit Agreement"), among HESS CORPORATION, a Delaware
corporation (the "Company"), Borrowing Subsidiaries party thereto, the financial
institutions from time to time parties thereto as lenders (each individually
referred to therein as a "Lender" and, collectively, as the "Lenders"), the
Issuing Banks from time to time party thereto, and JPMorgan Chase Bank, N.A., as
the Administrative Agent. Unless otherwise defined herein, capitalized terms
used herein have the meanings provided in the Credit Agreement.

          1. [We request that a Letter of Credit (the "Letter of Credit") be
issued as provided herein. The amount of the Letter of Credit is $_____________.
After giving effect to the issuance of the Letter of Credit, the stated amount
of all Letters of Credit issued by the Issuing Bank does not exceed the LC
Commitment of the Issuing Bank (unless otherwise agreed by the Issuing Bank) and
the Total Exposures of all Lenders does not exceed the aggregate Commitments.]
[We request that the [identify Letter of Credit] (the "Letter of Credit") be
[amended] [renewed] [extended] as provided herein. After giving effect to the
[amendment] [renewal] [extension] of the Letter of Credit, the



                                                                               2


portion of the LC Exposure attributable to the Letters of Credit issued by the
Issuing Bank does not exceed the LC Commitment of the Issuing Bank (unless
otherwise agreed by the Issuing Bank) and the Total Exposures of all Lenders do
not exceed the aggregate Commitments.]

          2. The proposed date of the requested [issuance] [amendment] [renewal]
[extension] of the Letter of Credit is __________ __, ____ (which is a Business
Day).

          3. The expiration date of the Letter of Credit is____________ __,
______.(3)

          4. [Company/Borrowing Subsidiary to add any other description
necessary to prepare, amend, renew or extend the Letter of Credit (including
amount of Letter of Credit, beneficiary thereof, drawing conditions, etc.).]

          The undersigned Financial Officer of the Company certifies that each
of the conditions precedent to the proposed issuance set forth in Section 4.02
of the Credit Agreement has been satisfied.

          The Company [and [name of Borrowing Subsidiary]] has caused this
Notice of LC Request to be executed and delivered by a Financial Officer of the
Company [and [name of Borrowing Subsidiary]] this ___ day of __________, _____.

                                        HESS CORPORATION


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [NAME OF BORROWING SUBSIDIARY]


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:]
                                                --------------------------------

- ----------
(3)  Insert date which is at or prior to the close of business on the date that
     is thirty days prior to the Maturity Date.



                                                                     EXHIBIT F-1
                                                             TO CREDIT AGREEMENT

                                    [FORM OF]

               BORROWING SUBSIDIARY AGREEMENT dated as of [___________], among
          HESS CORPORATION, a Delaware corporation (the "Company"), [Name of
          Borrowing Subsidiary], a [__________] corporation (the "New Borrowing
          Subsidiary"), and JPMorgan Chase Bank, N.A., as Administrative Agent
          (in such capacity, the "Administrative Agent").

          Reference is made to the Five-Year Credit Agreement dated as of
December 10, 2004, as amended and restated as of May [__], 2006 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Credit Agreement"), among the Company, Borrowing Subsidiaries party thereto,
the financial institutions from time to time parties thereto as lenders (each
individually referred to therein as a "Lender" and, collectively, as the
"Lenders"), the Issuing Banks from time to time party thereto, and JPMorgan
Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.

          Under the Credit Agreement, the Lenders have agreed, upon the terms
and subject to the conditions therein set forth, to make Loans to, and issue
Letters of Credit for the account of, the Company and the Borrowing
Subsidiaries. The Company and the New Borrowing Subsidiary desire that the New
Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement.
The Company and the New Borrowing Subsidiary represent that the New Borrowing
Subsidiary is a wholly owned Subsidiary incorporated or organized, as
applicable, under the laws of [__________]. The Company represents that the
representations and warranties of the Company in the Credit Agreement are true
and correct in all material respects on and as of the date hereof after giving
effect to this Agreement. The Company agrees that the Guarantee of the Company
contained in the Credit Agreement will apply to the Guaranteed Obligations of
the New Borrowing Subsidiary. Upon execution of this Agreement by each of the
Company, the New Borrowing Subsidiary and the Administrative Agent, the New
Borrowing Subsidiary shall be a party to the Credit Agreement and shall
constitute a "Borrowing Subsidiary" for all purposes thereof, and the New
Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit
Agreement, and will be liable for the observance and performance of all of the
obligations of a Borrowing Subsidiary under the Credit Agreement (including as a
Borrower thereunder) to the same extent as if it had been one of the original
parties to the Credit Agreement, including, without limitation, Section 10.03
thereof.

          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.



                                                                               2


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their authorized officers as of the date first appearing
above.

                                        HESS CORPORATION,


                                        by
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [NAME OF NEW BORROWING SUBSIDIARY],


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        JPMORGAN CHASE BANK, N.A., as
                                        Administrative Agent and Issuing Bank,


                                        by
                                           -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                                                     EXHIBIT F-2
                                                             TO CREDIT AGREEMENT

                                    [FORM OF]
                        BORROWING SUBSIDIARY TERMINATION

JPMorgan Chase Bank, N.A.,
as Administrative Agent
for the Lenders referred to below
Loan & Agency Department
1111 Fannin
Houston, TX 77002

Facsimile: (713) 427-6307

Attn: Claudette Reid

                                                                          [Date]

Ladies and Gentlemen:

          The undersigned, Hess Corporation, a Delaware corporation (the
"Company"), refers to the Five-Year Credit Agreement dated as of December 10,
2004, as amended and restated as of May [__], 2006 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the "Credit
Agreement"), among the Company, Borrowing Subsidiaries party thereto, the
financial institutions from time to time parties thereto as lenders (each
individually referred to therein as a "Lender" and, collectively, as the
"Lenders"), the Issuing Banks from time to time party thereto, and JPMorgan
Chase Bank, N.A., as the Administrative Agent. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.

          The Company hereby terminates the status of [__________] (the
"Terminated Borrowing Subsidiary") as a Borrowing Subsidiary under the Credit
Agreement. The Company represents and warrants that no Loans made to, or Letters
of Credit issued for the account of, the Terminated Borrowing Subsidiary are
outstanding as of the date hereof and that all amounts payable by the Terminated
Borrowing Subsidiary in respect of interest and/or fees or in respect of Letters
of Credit (and, to the extent notified by the Administrative Agent or any
Lender, any other amounts payable under the Credit Agreement) pursuant to the
Credit Agreement have been paid in full on or prior to the date hereof.
Notwithstanding the termination of the status of [__________] as a Borrowing
Subsidiary under the Credit Agreement, the Company agrees that nothing shall
affect its obligations under Article IX of the Credit Agreement with respect to
any Guaranteed Obligations incurred prior to the date hereof or any obligations
that survive the repayment in full of the Loans, the expiration or termination
of the Commitments or the termination of the Credit Agreement, as provided in
Section 10.05 of the Credit Agreement.



                                        Very truly yours,

                                        HESS CORPORATION,


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                                             EXHIBIT G
                                                             TO CREDIT AGREEMENT

                                    [FORM OF]

               GUARANTEED BORROWING SUBSIDIARY AGREEMENT dated as of
          [__________], 20__, among HESS CORPORATION, a Delaware corporation
          (the "Company"), AMERADA HESS INTERNATIONAL HOLDINGS LIMITED, a Cayman
          Island exempted company incorporated with limited liability (the "New
          Guaranteed Borrowing Subsidiary"), and JPMorgan Chase Bank, N.A., as
          Administrative Agent (in such capacity, the "Administrative Agent").

          Reference is made to the Five-Year Credit Agreement dated as of
December 10, 2004, as amended and restated as of May [__], 2006 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Credit Agreement"), among the Company, Borrowing Subsidiaries party thereto,
the financial institutions from time to time parties thereto as lenders (each
individually referred to therein as a "Lender" and, collectively, as the
"Lenders"), the Issuing Banks from time to time party thereto, and JPMorgan
Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.

          Under the Credit Agreement, the Lenders have agreed, upon the terms
and subject to the conditions therein set forth, to make Loans to, and issue
Letters of Credit for the account of, the Company and the Borrowing
Subsidiaries. The Company and the New Guaranteed Borrowing Subsidiary desire
that the New Guaranteed Borrowing Subsidiary become a Guaranteed Borrowing
Subsidiary pursuant to Section 10.14 of the Credit Agreement. The Company and
the New Guaranteed Borrowing Subsidiary represent that the New Guaranteed
Borrowing Subsidiary is a wholly owned Subsidiary incorporated or organized, as
applicable, under the laws of the Cayman Islands. The Company represents that
the representations and warranties of the Company in the Credit Agreement are
true and correct in all material respects on and as of the date hereof after
giving effect to this Agreement. The Company agrees that the Guarantee of the
Company contained in the Credit Agreement will apply to the Guaranteed
Obligations of the New Guaranteed Borrowing Subsidiary. Upon execution of this
Agreement by each of the Company, the New Guaranteed Borrowing Subsidiary and
the Administrative Agent, the New Guaranteed Borrowing Subsidiary shall
constitute a "Guaranteed Borrowing Subsidiary" under the Credit Agreement for
all purposes thereof, and the New Guaranteed Borrowing Subsidiary hereby agrees
to be bound by all provisions of the Credit Agreement applicable to a Guaranteed
Borrowing Subsidiary, and will be liable for the observance and performance of
all of the obligations of a Guaranteed Borrowing Subsidiary under the Credit
Agreement (including as a Borrower thereunder) to the same extent as if it had
been an original Guaranteed Borrowing Subsidiary under the Credit Agreement,
including, without limitation, Section 10.03 thereof.

          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their authorized officers as of the date first appearing
above.

                                        HESS CORPORATION,


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        AMERADA HESS INTERNATIONAL HOLDINGS
                                        LIMITED,


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        JPMORGAN CHASE BANK, N.A., as
                                        Administrative Agent and Issuing Bank,


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

EX-10

Exhibit 10

AMERADA HESS CORPORATION
PERFORMANCE INCENTIVE PLAN FOR SENIOR OFFICERS

SECTION 1. General Purpose of Plan.

     The name of this plan is the Amerada Hess Corporation Performance Incentive Plan for Senior Officers (the “Plan”). The purpose of the Plan is to condition and limit awards of incentive compensation and restricted stock to designated senior officers of Amerada Hess Corporation (the “Company”) in any year based on the financial performance of the Company for the preceding year. The conditions and limitations imposed on such awards under the Plan are intended to qualify the awards as performance-based compensation for purposes of section 162(m) of the Internal Revenue Code.

SECTION 2. Definitions.

     a. “Adjusted Cash Flow from Operations” means the excess, if any, of net cash provided by operating activities (excluding changes in other operating assets and liabilities), as shown in the audited financial statements of the Company and its consolidated subsidiaries for each Performance Year over the Specified Floor.

     b. “Award” means any award of Incentive Compensation or Restricted Stock made to a Participant during an Award Year, whether such award is paid or deferred during the Award Year, and whether or not such award is subject to further performance or service conditions after the date of the award.

     c. “Award Year” means the calendar year next following each Performance Year.

     d. “Code” means the Internal Revenue Code of 1986, as amended.

     e. “Committee” means the Compensation and Management Development Committee of the Company’s Board of Directors, or any successor committee of the Company’s Board of Directors which has authority to approve Awards and which consists solely of outside directors within the meaning of section 162(m)(4)(C)(i) of the Code and the regulations thereunder.

     f. “Incentive Compensation” means a bonus or other cash payment awarded by the Committee to a Participant during an Award Year under the Company’s practice of making annual payments of incentive compensation to senior officers based on performance during the preceding Performance Year.

     g. “Maximum Awards” means the maximum dollar amount of the Awards that the Committee may award to any Participant during an Award Year.

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     h. “Participant” means a senior officer of the Company whom the Committee has designated as a Participant in the Plan for any Performance Year.

     i. “Performance Year” means 2006 and each succeeding calendar year.

     j. “Restricted Stock” means any shares of restricted stock or deferred stock awarded by the Committee to a Participant during an Award Year under the Company’s Stock Plan. For purposes of determining any Participant’s Maximum Awards, an award of Restricted Stock shall be considered to have a value equal to the closing price of the Company’s common stock on the New York Stock Exchange on the last trading date before the date of the award multiplied by the number of shares included in the award, and there shall be no discount reflecting any additional performance or service conditions applicable to such award.

     k. “Specified Floor” means five hundred and fifty million dollars ($550 million), unless within the first 90 days of any Performance Year, the Committee specifies a higher amount as the Specified Floor for that Performance Year.

     l. “Stock Plan” means the Company’s Second Amended and Restated 1995 Long-Term Incentive Plan, or any successor plan under which the Company makes awards of Restricted Stock.

SECTION 3. Designation of Participants.

     Within the first 90 days of each Performance Year, the Committee will designate the Plan Participants for that Performance Year. The Participants will include the Company’s Chief Executive Officer and such other senior officers of the Company as the Committee shall designate. It is intended that the Participants designated by the Committee will include, but not be limited to, each senior officer of the Company who the Committee then reasonably expects to be among the four highest compensated senior officers of the Company (other than the Chief Executive Officer) at the end of the Award Year following the Performance Year.

SECTION 4. Maximum Award Percentages.

     Within the first 90 days of each Performance Year, the Committee will establish each Participant’s Maximum Awards for the Award Year following that Performance Year expressed as a percentage of Adjusted Cash Flow from Operations for the Performance Year. No Participant’s Maximum Awards percentage may exceed 1% of Adjusted Cash Flow from Operations for the Performance Year, and the Maximum Awards percentages of all Participants may not exceed 5% of Adjusted Cash Flow from Operations for the Performance Year.

3
SECTION 5. Certification of Adjusted Cash Flow from Operations.

     After the Company’s independent auditors have completed their audit of the Company’s financial statements for the Performance Year, and before any Award is made to any Participant during the next following Award Year, the Committee will determine and certify in writing the amount of Adjusted Cash Flow from Operations for the Performance Year.

SECTION 6. Committee’s Authority to Make Awards.

     a. After the Committee has certified Adjusted Cash Flow from Operations for the Performance Year, the Committee will determine the dollar amount of each Participant’s Maximum Awards for the Award Year by multiplying Adjusted Cash Flow from Operations, as so certified, by that Participant’s Maximum Awards percentage. A participant’s total Awards for any Award Year may not exceed that Maximum Awards dollar amount.

     b. Subject to each Participant’s Maximum Awards limit and the separate award limits under the Stock Plan, the Committee will have sole and complete discretion to determine the amount of any Participant’s Award of Incentive Compensation or Restricted Stock during an Award Year and to determine the allocation of such Awards between Incentive Compensation and Restricted Stock. If Awards of Incentive Compensation and Restricted Stock are made at different times during any Award Year, any prior Award to a Participant will reduce the maximum amount of any subsequent Award to that Participant.

     c. In exercising its discretion to determine a Participant’s Awards of Incentive Compensation and Restricted Stock, and to reduce the total of these Awards below a Participant’s Maximum Awards, the Committee may utilize individual or other performance criteria with respect to such separate Awards.

     d. Notwithstanding the foregoing, the Maximum Awards limit will cease to apply with respect to a Participant who has died or become disabled, and the Maximum Awards limits will cease to apply to all Participants in the event the Company experiences a change in control (as defined in the Stock Plan).

SECTION 7. Relationship to Stock Plan.

     With respect to Awards of Restricted Stock, the terms and conditions of this Plan limit the Committee’s discretion to make awards under the Stock Plan, but do not otherwise affect any of the terms or conditions of the Stock Plan.

SECTION 8. Relationship to Annual Incentive Compensation Program.

     Any senior officer who has been designated as a Participant in this Plan for a Performance Year will be eligible to receive an Award of Incentive Compensation based on his or her performance during that Performance Year only in accordance with the terms and conditions of this Plan.

4
SECTION 9. Authority of Committee.

     Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, Participants, any person claiming rights under the Plan from or through any Participant, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company the authority, subject to such terms as the Committee shall determine, to perform administrative functions under the Plan.

SECTION 10. Shareholder Approval.

     No Awards shall be made to any senior officer designated as a Participant with respect to the 2006 Performance Year or any later year unless and until the material terms of the Plan have been disclosed to and approved in a separate vote by the Company’s shareholders.

EX-31.1

Exhibit 31(1)

CERTIFICATION

I, John B. Hess, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hess Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

34

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By /s/ John B. Hess

JOHN B. HESS

CHAIRMAN OF THE BOARD AND

CHIEF EXECUTIVE OFFICER

Date: August 7, 2006

35

EX-31.2

Exhibit 31(2)

CERTIFICATION

I, John P. Rielly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hess Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

36

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By /s/ John P. Rielly

JOHN P. RIELLY

SENIOR VICE PRESIDENT AND

CHIEF FINANCIAL OFFICER

Date: August 7, 2006

37

EX-32.1

Exhibit 32(1)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hess Corporation (the “Corporation”) on Form 10-Q for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John B. Hess, Chairman of the Board and Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By /s/ John B. Hess

JOHN B. HESS

CHAIRMAN OF THE BOARD AND

CHIEF EXECUTIVE OFFICER

Date: August 7, 2006

A signed original of this written statement required by Section 906 has been provided to Hess Corporation and will be retained by Hess Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-32.2

Exhibit 32(2)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hess Corporation (the “Corporation”) on Form 10-Q for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Rielly, Senior Vice President and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By /s/ John P. Rielly

JOHN P. RIELLY

SENIOR VICE PRESIDENT AND

CHIEF FINANCIAL OFFICER

Date: August 7, 2006

A signed original of this written statement required by Section 906 has been provided to Hess Corporation and will be retained by Hess Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

39

1.		I have reviewed this quarterly report on Form 10-Q of Hess Corporation;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.