EX-10.7



 





Exhibit 10(7)




ACTION TO AMEND AND MERGE

THE AMERADA HESS CORPORATION EMPLOYEES’ SAVINGS AND STOCK

BONUS PLAN AND

THE AMERADA HESS CORPORATION SAVINGS AND STOCK BONUS PLAN FOR

RETAIL OPERATIONS EMPLOYEES




     WHEREAS, the Hess Corporation maintains the Amerada Hess Corporation Employees’ Savings
and Stock Bonus Plan, as restated effective July 1, 2002, (the “Corporate Savings Plan”) and the
Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees, as restated
effective March 15, 2002, (the “Retail Savings Plan”); and



     WHEREAS,
Section 12.1B of the Corporate Savings Plan and the Retail Savings Plan provides
that the Senior Vice President, Human Resources (“SVP HR”) may approve any written amendment that
is reasonably expected, when aggregated with any other amendments approved on the same date, to
have an annual financial impact on the Hess Corporation of $500,000 or less; and



     WHEREAS, the SVP HR, acting on behalf of the Hess Corporation, desires to amend the Corporate
Savings Plan and the Retail Savings Plan for the purposes of: (1) merging the Retail Savings Plan
into the Corporate Savings Plan and transferring the assets and liabilities of the Retail Savings
Plan into the Corporate Savings Plan effective October 1, 2006; (2) providing that the contribution
formula under the merged savings plan for compensation earned following such plan merger shall be
the same as the Corporate Savings Plan prior to the merger; such merger not being intended to and
shall not constitute a termination of the Retail Savings Plan or the Corporate Savings Plan for
purposes of the Code and ERISA; (3) changing the plan investments from those currently available to
those selected from time to time by the Pension Plan Investment Committee of the plans; (4)
allowing participants to divest and reinvest account balances in Hess Corporation common stock
beginning October 2, 2006, (5) implementing administrative changes with respect to plan governance
matters including authorizing the CEO to appoint the Employee Benefit Plans Committee, the plan’s
administrative fiduciary, and the Pension Plan Investment Committee, the plan’s investment
fiduciary, and clarifying the authority and responsibilities these committees, providing
indemnification of fiduciaries, and other changes; and (6) making certain other minor and
clarifying changes including changes taking into account the Economic Growth and Tax Relief
Reconciliation Act of 2001, the Pension Protection Act of 2006; and



     WHEREAS, the amendments described in the preceding paragraph have been determined to have
an annual financial impact on the Hess Corporation of $500,000 or less;



     NOW, THEREFORE, by this Action by the SVP HR, the Corporate Savings Plan and the Retail
Savings Plan are hereby merged, amended and restated effective October 1, 2006, substantially in
the form attached hereto.



 









 





     IN WITNESS WHEREOF, the undersigned SVP HR, in accordance with the authority granted to him
pursuant to Section 12.1B of the Corporate Savings Plan and the Retail Savings Plan, hereby adopts
the foregoing amendments on this 27 day of September 2006.



Senior
Vice President, Human Resources 
 Hess
Corporation





	 	 	 
	By:
/s/ Brian J. Bohling
 

(Signature)

	 	 
	 
	Brian
J. Bohling
 

(Name — type or print)

	 	 






 









 





HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN




Amended and Restated as of October 1, 2006




1









 





     WHEREAS, the HESS CORPORATION as Principal Company established the AMERADA HESS
CORPORATION EMPLOYEES’ SAVINGS AND STOCK BONUS PLAN (the “Plan”) effective February 1, 1972; and



     WHEREAS, Section 12.1 of the Plan provides for the amendment thereof by the Principal
Company; and



     WHEREAS, the Plan has been amended from time to time in accordance with Section 12.1;




     WHEREAS, the Employee Benefit Plans Committee of the Principal Company has authorized the
restatement of the Plan to incorporate all prior amendments;



     WHEREAS, the Hess Corporation established the Amerada Hess Corporation Savings and Stock
Bonus Plan for Retail Operations Employees effective January 1, 1998; and



     WHEREAS, the Principal Company has also amended the Plan to change the Plan name, to merge
the Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees into
this Plan, to make certain other amendments and to restate the Plan;



     NOW, THEREFORE, the Principal Company does hereby amend and restate the HESS CORPORATION
EMPLOYEES’ SAVINGS PLAN, effective October 1, 2006, as set forth herein. The terms of this Plan
applicable to a Member shall be the terms of this Plan as in existence on the date such Member
terminated employment with a Participating Company, except as expressly amended retroactively by
any amendment or restatement.



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE	 	TITLE 	 	PAGE
	 	1	 	 	Definitions
	 	 	1	 
	 	2	 	 	Eligibility and Membership
	 	 	15	 
	 	3	 	 	Member Contributions
	 	 	21	 
	 	4	 	 	Company Contributions
	 	 	22	 
	 	5	 	 	Investment of Contributions
	 	 	26	 
	 	6	 	 	Members’ Investment Directions
	 	 	29	 
	 	7	 	 	Vesting of Company Contributions
	 	 	31	 
	 	8	 	 	In-Service Withdrawals and Loans
	 	 	32	 
	 	9	 	 	Termination of Employment and Termination of Membership
	 	 	38	 
	 	10	 	 	Forfeitures
	 	 	41	 
	 	11	 	 	Administration of the Plan
	 	 	43	 
	 	12	 	 	Amendment of the Plan
	 	 	52	 
	 	13	 	 	Termination of Participation by a Company and Termination of the Plan
	 	 	53	 
	 	14	 	 	Adoption of the Plan by Participating Companies
	 	 	56	 
	 	15	 	 	Plan Investments
	 	 	57	 
	 	16	 	 	General Provisions Governing Payment of Benefits
	 	 	60	 
	 	17	 	 	Miscellaneous Provisions
	 	 	68	 
	 	18	 	 	Top-Heavy Provisions
	 	 	71	 
	 	19	 	 	Cash or Deferred Arrangement
	 	 	76	 
	 	20	 	 	Rollover Amounts from Other Plans
	 	 	80	 
	 	21	 	 	Pick Kwik Plan Accounts
	 	 	81	 
	 	22	 	 	Coordination With Retail Operations Plan
	 	 	87	 
	 	23	 	 	Coordination With HOVENSA Plan
	 	 	89	 
	 	24	 	 	Merit Plan Accounts
	 	 	91	 
	 	25	 	 	Triton Plan Accounts
	 	 	96	 
	 	26	 	 	Minimum Distribution Requirements
	 	 	98	 
	 	27	 	 	Amendment of the Plan for EGTRRA
	 	 	103	 






 









 





ARTICLE
1

DEFINITIONS




     When used in this instrument, the following words and phrases shall have the meanings
hereinafter stated unless a different meaning is plainly required by the context:



     1.1 Acquired Employee: “Acquired Employee” shall mean a Member who is a former
employee of Phillips Petroleum Company or of any of its subsidiaries and who became an Employee of
the Principal Company on July 1, 1988, pursuant to an agreement dated as of April 1, 1988 between
the Principal Company and Phillips 66 Natural Gas Company relating to the sale of such company’s
50% interest in the Tioga Gas Gathering System and Tioga Plant to the Principal Company and an
agreement dated as of April 1,1988 between the Principal Company and Phillips Investment Company
relating to the sale by such company of 50% of the outstanding capital stock of Solar Gas, Inc. to
the Principal Company.



     1.2 Acquired Merit Employee: “Acquired Merit Employee” shall mean a Member who is a
former employee of Merit Oil Corporation, who became an Employee of a Company in connection with
the merger of the Meadville Corporation into the Principal Company in accordance with the terms of
an agreement between said companies executed in 2000, and who was an Employee on January 1, 2001.



     1.3 Acquired Pick Kwik Employee: “Acquired Pick Kwik Employee” shall mean a Member who
is a former employee of Pick Kwik Corporation, who became an Employee of a Company in connection
with the acquisition of that corporation by the Principal Company from Pick Kwik Holdings
Incorporated in accordance with the terms of an agreement between said companies executed in 1997,
and who either was a Member of the Plan on December 31, 1997, or was an Employee on January 1,1998.



     1.4 Acquired Transco Employee: “Acquired Transco Employee” shall mean a Member who is
a former employee of Transco Energy Company or of any of its subsidiaries and who became an
Employee of the Principal Company in connection with the acquisition by the Principal Company from
TXP Operating Company, a Texas Limited Partnership, of certain oil and gas producing and developing
properties located in the Gulf of Mexico offshore Louisiana and Texas and related shore based
facilities in accordance with the terms of an agreement between said companies executed in 1989.



     1.5 Acquired Triton Employee: “Acquired Triton Employee” shall mean a Member who is a
former employee of Triton Energy Limited (or an affiliate), who became an Employee of a Company in
connection with the acquisition of that corporation by the Principal Company and who was an
Employee on January 1, 2003.



     1.6 Administrator: “Administrator” of the Plan shall mean the Committee.




1









 





     1.7 Affiliated Company: “Affiliated Company” shall mean the Principal Company and
any corporation which is a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which includes the Principal Company; any trade or business (whether or not
incorporated) which is under common control (as defined in Section 414(c) of the Code) with the
Principal Company; any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Section 414(m) of the Code) which includes the Principal
Company; and any other entity required to be aggregated with the Principal Company pursuant to
regulations under Section 414(o) of the Code.



     1.8 Associated Company: “Associated Company” shall mean OASIS OIL COMPANY OF LIBYA,
INC., and any other corporation affiliated with a Company which is designated by the Committee as
an “Associated Company.”



     1.9 Beneficiary: “Beneficiary” shall mean a person or persons designated in writing as
such by a Member on a form prescribed by and filed with the Committee.



          A designation of a Beneficiary other than a Member’s Spouse shall not be effective unless (i)
the Spouse of the Member consents in writing to such designation and the Spouse’s consent
acknowledges the effect of such designation and is witnessed by the Committee or a notary public,
or (ii) it is established to the satisfaction of the Committee that the consent required by clause
(i) may not be obtained because there is no Spouse, because the Spouse cannot be located, or
because of such other circumstances as may be prescribed by regulations. The consent specified
shall be effective only with respect to such Spouse.




          If a Member shall fail to designate a Beneficiary, if the designation is ineffective due to
lack of spousal consent or if no designated Beneficiary shall be living when a payment to a
Beneficiary is required to be made, the payment shall be made to the person or persons in the first
of the following classes of successive preference beneficiaries then living:




     The Member’s:      (1) Surviving Spouse,


 (2) Children, equally,




(3) Parents, equally,



(4)Brothers and sisters, equally.




          If none of the above-described persons shall then be living, the payment shall be made to the
Member’s estate. For the purposes of this Section, the term surviving Spouse shall mean the
individual to whom the Member was legally married on the date of the Member’s death, or a former
spouse described in Section 1.51.




2









 






     1.10 Board of Directors: “Board of Directors” shall mean the Board of Directors of the
Principal Company.



     1.11 Break in Service: “Break in Service” shall mean the applicable
12-consecutive-month period which is used to determine Service, commencing on or after January 1,
1976, during which a Member shall not have completed more than 500 hours of Service. An unpaid
leave of absence that qualifies under the Family and Medical Leave Act of 1993 and the regulations
thereunder, shall not be deemed to be a Break in Service, but no credit for service shall be given
for such leave of absence for any of the other purposes of the Plan. The period of military service
of a Member who is reemployed by a Company in accordance with the Uniformed Services Employment and
Reemployment Rights Act of 1994 and the regulations thereunder, shall not be deemed to be a Break
in Service. Notwithstanding the foregoing, for Breaks in Service beginning prior to October 1,
2006, a Break in Service for a Member who was a member of the Retail Operations Plan on the date
such Break in Service commenced shall be determined in accordance with the terms of the Retail
Operations Plan as in existence on the date such Break in Service began.



     1.12 Business Day: “Business Day” shall mean a day when the New York Stock Exchange
is open for business.



     1.13 Code: “Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time.



     1.14 Committee: “Committee” shall mean the Hess Corporation Employee Benefit Plans
Committee, as appointed by the CEO of the Principal Company.



     1.15 Company: “Company” shall mean the Hess Corporation (prior to May 3, 2006, known
as the Amerada Hess Corporation), any Participating Company, any Prior Company, and any Successor
Company.



     1.16 Compensation: “Compensation” shall mean the actual salary or wages received by
a Member from a Company for personal services, determined as follows:



          A. Compensation shall include:




               1. Overtime.



               2. Bonuses, except those granted on an ad hoc basis.



               3. Incentive compensation, except amounts based on commodity trading activities.



               4. Commissions.



               5. Holidays (other than those falling during periods in which the Member is receiving no other
Compensation).




3









 





               6. Vacation (including vacation allowance on termination or retirement).



               7. Bereavement pay.



               8. Jury duty and witness pay.



               9. Salary or wages and sick and injury benefits received in any period during which a Member
shall be entitled to full-pay sick and injury benefits, including amounts offset by payments such
as Workers’ Compensation benefits or accident and sickness benefits.



               10. Allowance for Military Reserve training (limited to two calendar weeks a year) and
full-pay benefits for Military Leave of Absence while on active service.



               11. Premium pay for overseas service under letter agreements effective before July 1,
1998.



          B. Compensation shall not include:




               1. Contributions to any employee benefit deferred compensation plan, including awards made
under plans such as the Hess Corporation Executive Long-Term Incentive Compensation and Stock
Ownership Plan and the Amerada Hess Corporation 1995 Long-term Incentive Plan or their successors.



               2. Housing allowances.



               3. Moving expenses.



               4. Educational assistance benefits.



               5. Severance pay.



               6. Payments of premiums for life insurance or medical insurance.



               7. Meal allowance.



               8. Premium pay for overseas service under letter agreements effective on or after
July 1,1998.



          C. Any other additional payments shall be determined to be includible or excludible by the
Committee on a basis uniformly and consistently applied to all Employees. In the case of the
simultaneous employment of a Member by more than one Company, the total Compensation received by
such Member from all Companies shall be deemed his Compensation for purposes of the Plan. Actual
salary or wages received by a Member from a Company for personal services shall be deemed to
include any amounts contributed to this Plan as Elective Deferrals and any amounts contributed to a
cafeteria plan by a Company pursuant to a salary or wage reduction election made by a Member. For
this purpose, a cafeteria plan shall mean a plan described in Section 125 of the Code.




          D. In addition to other applicable limitations which may be set forth in the Plan and
notwithstanding any other contrary provision of the Plan, Compensation taken into account under the




4









 




Plan shall not exceed $200,000, adjusted for changes in the cost of living as provided in Section
415(d) of the Code, for the purpose of calculating a Plan Member’s accrued benefit (including the
right to any optional benefit provided under the Plan) for any Plan Year commencing after December
31,1988, and ending prior to January 1, 1994. However, the accrued benefit determined in accordance
with this provision shall not be less than the accrued benefit determined on December 31, 1988
without regard to this provision.




          E. In addition to other applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after January 1, 1994, the
annual Compensation of each Employee taken into account under the Plan shall not exceed the OBRA
‘93 annual compensation limit. The OBRA ‘93 annual compensation limit is $150,000, as adjusted by
the Commissioner of Internal Revenue for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to
any period, not exceeding 12 months, over which Compensation is determined (determination period)
beginning in such calendar year. If a determination period consists of fewer than 12 months, the
OBRA ‘93 annual compensation limit will be multiplied by a fraction, the numerator of which is the
number of months in the determination period, and the denominator of which is 12. For the purposes
of this Paragraph E, compensation paid by HOVENSA shall be deemed to have been paid by a Company.




          For plan years beginning on or after January 1, 1994, any reference in this Plan to the
limitation under Section 401(a)(17) of the Code shall mean the OBRA ‘93 annual compensation limit
set forth in this provision.




          If Compensation for any prior determination period is taken into account in determining an
employee’s benefits accruing in the current plan year, the Compensation for that prior determination
period is subject to the OBRA ‘93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first day of the first plan year
beginning on or after January 1, 1994, the OBRA ‘93 annual compensation limit is $150,000.




          F. Compensation, when spelled without an initial capital throughout the Plan, shall mean the
participant’s compensation from a Company within the meaning of Code Section 415(c)(3).




          G. For limitation years beginning on and after January 1, 2001, for purposes of applying the
limitations described in Sections 1.19, 1.21, 1.26, 4.4 B, 4.5 B, 18.2 A 1, 18.2 C 2, 18.3 B, 18.4
and 19.5 of the Plan, compensation paid or made available during such limitation years shall
include elective amounts that are not includible in the gross income of the employee by reason of
section 132(f)(4). This Section G shall also apply to the definition of Compensation for purposes
of Section 1.16 of the Plan for Plan Years beginning on and after January 1, 2001.





5










 







     1.17 Deemed 125 Compensation: “Deemed 125 Compensation” shall mean, in
accordance with Internal Revenue Service Revenue Ruling 2002-27, 2002-20 I.R.B. 925, any amounts
not available to an Employee in cash in lieu of group health coverage because an Employee is unable
to certify that he or she has other health coverage. An amount shall be treated as Deemed 125
Compensation only if a Company does not request or collect information regarding the Employee’s
other health coverage as part of the enrollment process for the health plan. For limitation years
beginning on and after January 1, 1998, for purposes of applying the limitations described in
Sections 1.16, 1.19, 1.21, 1.26, 4.4B, 4.5B, 18.2 A 1, 18.2 C 1, 18.3 B, 18.4 and 19.3 of
the Plan, compensation paid or made available during such limitation years shall include elective
amounts that are not includible in the gross income of the employee by reason of constituting
Deemed 125 Compensation.



     1.18 Effective Date: “Effective Date” of the Plan shall mean February 1, 1972.



     1.19 Elective Deferrals: “Elective Deferrals” shall mean any Company contributions made to
the Plan at the election of the Member, in lieu of cash compensation, and shall
include contributions made pursuant to a salary reduction agreement or other deferral mechanism.
With respect to any taxable year, a Member’s Elective Deferral is the sum of all employer
contributions made on behalf of such Member pursuant to an election to defer under any qualified
cash or deferred arrangement (“CODA”) as described in Section 401 (k) of the Code, any simplified
employee pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any
eligible deferred compensation plan under Section 457 of the Code, any plan as described under
Section 501(c)(18) of the Code, and any employer contributions made on behalf of a Member for the
purchase of any annuity contract under Section 403(b) of the Code pursuant to a salary reduction
agreement. Elective Deferrals shall not include any deferrals properly distributed as excess annual
additions. A Member shall at all times be fully vested in his Elective Deferrals.



     1.20 Eligible Member: “Eligible Member” shall mean any Employee who is eligible to
make an Elective Deferral or to receive a Matching Contribution. If an Elective Deferral is
required as a condition of participation in the Plan, any Employee who would be a Member of the
Plan if such Employee made such a deferral shall be treated as an Eligible Member on behalf of whom
no Elective Deferrals are made.



     1.21 Employee: “Employee” shall mean any person who is employed by a Company (other
than AMERADA HESS CANADA LTD., prior to the date of the sale of that Company by the Principal
Company on April 29, 1996), provided that (1) for periods prior to October 1, 2006, “Employee”
shall not include any person who is employed in a Company-operated gasoline station or convenience
store



6









 




other than as a manager and (2) “Employee” shall not include any person who is a participant in any
other funded employee pension benefit plan to which a Company makes or is obligated to make
contributions on his behalf for the accrual of current benefits (other than contributions under the
HESS CORPORATION EMPLOYEES’ PENSION PLAN and under Social Security or any other governmental
pension plan).




     The term “Employee” shall also include any leased employee deemed to be an employee of any
Company as provided in Sections 414(n) or (o) of the Code.



     The term “leased employee” means any person (other than an Employee of the Company) who
pursuant to an agreement between the Company and any other person (leasing organization) has
performed services for the Company (or for the Company and related persons determined in
accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of
at least one year, and such services are performed under primary direction or control by the
Company. Contributions or benefits provided a leased employee by the leasing organization which
are attributable to services performed for the Company shall be treated as provided by the
Company.



     A leased employee shall not be considered an employee of the Company if: (i) such employee is
covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate
of at least 10 percent of compensation, as defined in Section 415(c)(3) of the Code, but including
amounts contributed pursuant to a salary reduction agreement which are excludible from the
employee’s gross income under Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section
403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting, and (ii)
leased employees do not constitute more than 20 percent of the Company’s nonhighly compensated
workforce.



     The term “Employee” shall not include a self-employed individual or independent contractor.
The determination of the status of an individual as self-employed or as an independent contractor
made in good faith by a Company shall not be subject to retroactive change for the purposes of the
Plan if it subsequently is determined by the Internal Revenue Service, another federal agency, a
state agency, or as the result of legal action that such individual should have been classified as
an employee of a Company.



     1.22 Employee Contribution: “Employee Contribution” shall mean any contribution made
to the Plan by or on behalf of a Member that is included in the Member’s gross income in the year
in which made and that is maintained under a separate account to which earnings and losses are
allocated. No Employee Contribution shall be made to the Plan after December 31, 2001.



     1.23 ERISA: “ERISA” shall mean the Employee Retirement Income Security Act of 1974
and any amendments thereto.



7









 





     1.24 Excess Elective Deferrals: “Excess Elective Deferrals” shall mean those Elective
Deferrals that are includible in a Member’s gross income under Section 402(g) of the Code to the
extent such Member’s Elective Deferrals for a taxable year exceed the dollar limitation under such
Code Section. Excess Elective Deferrals shall be treated as annual additions under the Plan unless
such amounts are distributed no later than the first April 15 following the close of the Member’s
taxable year. Determination of income or loss: Excess Elective Deferrals shall be adjusted for any
income or loss. The income or loss allocable to Excess Elective Deferrals is the income or loss
allocable to the Member’s Elective Deferral account for the taxable year multiplied by a fraction,
the numerator of which is such Member’s Excess Elective Deferrals for the year and the denominator
is the Member’s account balance attributable to Elective Deferrals without regard to any income or
loss occurring during such taxable year.



     1.25 Fund: “Fund” shall mean one of the separate investment accounts provided for
in Section 5.1.



     1.26 Highly Compensated Employee: “Highly Compensated Employee” shall mean a highly
compensated active Employee and highly compensated former Employee. A highly compensated active
Employee includes any Employee who performs service for the Company during the determination
year and who: (i) was a 5-percent owner at any time during the year or the preceding year, or (ii)
for the preceding year (A) received compensation from the Company in excess of $80,000 (as adjusted
pursuant to Section 415(d) of the Code, except that the base period shall be the calendar quarter
ending September 30, 1996); and (B) if the Company elects the application of this clause for such
preceding year, was in the top-paid group of employees for such preceding year.



     For this purpose, the determination year shall be the Plan Year.



     A highly compensated former Employee includes any Employee who separated from service (or was
deemed to have separated) prior to the determination year, performs no service for the Company
during the determination year, and was a highly compensated active Employee for either the
separation year or any determination year ending on or after the Employee’s 55th birthday.



     The determination of who is a Highly Compensated Employee, including the determinations of
the number and identity of Employees in the top-paid group and the compensation that is
considered, will be made in accordance with Section 414(q) of the Code and the regulations
thereunder.



     To the extent permitted under regulations, the Committee may elect to determine the status of
Highly Compensated Employees on a current calendar year basis.



     For the purposes of this Section 1.26, compensation paid by HOVENSA shall be deemed to have
been paid by a Company.



8









 





     1.27 HOVENSA: “HOVENSA” shall mean HOVENSA L.L.C., and any other
business organization with employees eligible for participation in the HOVENSA Plan.



     1.28 HOVENSA Plan: “HOVENSA Plan” shall mean the HOVENSA EMPLOYEES’ SAVINGS PLAN.



     1.29 Individual Retirement Plan: “Individual Retirement Plan” shall mean an individual
retirement account (IRA) described in Section 408(a) of the Code or an individual retirement
annuity (other than an endowment contract) described in Section 408(b) of the Code.



     1.30 Investment Direction: “Investment Direction” shall mean a direction of a Member
on a form or in a manner prescribed by the Committee, specifying the Fund or Funds and the
percentages of his contributions to be invested in each, and changes to be made as to contributions
previously invested. With respect to changes in amounts previously invested, an Investment
Direction may be made either in terms of percentages of the total or in dollar amounts, at the
option of the Member, subject to a minimum change of $1.00 ($250 for Investment Directions prior to
October 1, 2006) with respect to investments in certain Funds specified by the Investment
Committee. The Committee shall cause confirmation to be provided to the Member of the receipt of
such Investment Direction within a reasonable time thereafter. The Committee shall be obligated to
comply with such Investment Direction except as otherwise provided in Paragraphs (b)(2)(ii)(B) and
(d)(2)(ii) of Labor Department Regulations Section 2550.404c-1.



     1.31 Layoff: “Layoff” shall mean a Company requested termination of employment: (a)
in the case of an Employee who has contractual recall rights for the period covered by such rights;
and (b) in the case of any other Employee for a period not to exceed 12 months.



     1.32 Leave of Absence: “Leave of Absence” shall mean any period during which an
Employee is authorized by a Company to be absent from his normal duties. For purposes of this
Plan, an Employee shall not be deemed to be absent from his normal duties if his absence is for a
period of 31 days or less, or is due to: vacation, jury duty, military service, or personal
illness or injury. In the administration of this provision all Employees in similar circumstances
shall be given similar treatment.



     1.33 Limitation Year: “Limitation Year” shall mean the Plan Year.”



     1.34 Matching Contribution: “Matching Contribution” shall mean a Company contribution
made to this or any other defined contribution plan on behalf of a Member on account of a Member’s
Elective Deferral, under a plan maintained by the Company.



     1.35 Member: “Member” shall mean an Employee (excluding for this purpose, a leased
employee) who has been admitted to participation, and who continues to participate in the Plan,
including any former Employee who, while participating in the Plan, became employed by an



9









 





Associated Company at the request of the Company. A Member who becomes employed by HOVENSA shall
be controlled by Section 9.5.




     1.36 Merit Plan: “Merit Plan” shall mean the Merit Oil Corporation and Affiliates
Employees’ Thrift Plan.



     1.37 Merit Plan Participant: “Merit Plan Participant” shall mean an Acquired Merit
Employee who was a member of the Merit Plan on December 31, 2000, and whose Merit Plan account is
transferred to the Plan as the result of the merger of the Merit Plan into the Plan on that date.



     1.38 Non-highly Compensated Employee: “Non-highly Compensated Employee” shall mean any
Employee who is not a Highly Compensated Employee.



     1.39 Participating Company: “Participating Company” shall mean any business
organization, which, by agreement with the Principal Company, shall become a party to the Plan, as
provided in Article 14.



     1.40 Phillips Plan: “Phillips Plan” shall mean the Thrift Plan of Phillips Petroleum
Company and Subsidiary Companies.



     1.41 Pick Kwik Plan: “Pick Kwik Plan” shall mean the Pick Kwik Holdings
Incorporated Employees’ Profit Sharing and Investment Plan.



     1.42 Pick Kwik Plan Participant: “Pick Kwik Plan Participant” shall mean an Acquired
Pick Kwik Employee who was a member of the Pick Kwik Plan on December 31, 1997, and whose Pick Kwik
Plan account is transferred to the Plan as the result of the merger of the Pick Kwik Plan into the
Plan on that date.



     1.43 Plan: “Plan” shall mean the HESS CORPORATION EMPLOYEES’ SAVINGS PLAN, prior to
October 1, 2006, known as the AMERADA HESS CORPORATION EMPLOYEES’ SAVINGS AND STOCK BONUS PLAN as
set forth in this instrument and all amendments hereto.



     1.44 Plan Year: “Plan Year” shall mean the annual accounting period of the Plan and
of the Trust Fund, beginning on the 1st day of January and ending on the 31st day of December.



     1.45 Principal Company: “Principal Company” shall mean the HESS CORPORATION.



     1.46 Prior Company: “Prior Company” shall mean HESS OIL & CHEMICAL CORPORATION, and,
if so designated by the Committee:



          A. Any business organization (i) all or a substantial portion of whose outstanding capital
stock or all or a substantial portion of whose assets shall be acquired by any Company on or after
the Effective Date; or (ii) all or a substantial number of whose employees shall be employed by any
Company on or after the Effective Date; or




          B. Any other business organization affiliated or related through stock ownership with
any





10









 










Company which shall be designated as a Prior Company by the Committee.




     1.47 Prior Plan: “Prior Plan” shall mean, where relevant, one of the following plans
in effect on January 31, 1972:



          A. “Prior Plan A” shall mean the AMERADA HESS CORPORATION EMPLOYEES’ SAVINGS AND STOCK BONUS
PLAN.




          B. “Prior Plan B” shall mean the HESS PROVIDENT SAVINGS FUND-GENERAL PLAN.




          C. “Prior Plan C” shall mean the HESS PROVIDENT SAVINGS FUND-LOCAL 676 Teamsters Plan.




          D. “Prior Plan D” shall mean the HESS PROVIDENT SAVINGS FUND-LOCAL 825 INTERNATIONAL UNION OF
OPERATING ENGINEERS PLAN.




          E. “Prior Plan E” shall mean the HESS PROVIDENT SAVINGS FUND-LOCAL 22026 FEDERAL LABOR UNION
PLAN.




          F. “Prior Plan F” shall mean the AMERADA HESS CORPORATION SAVINGS-STOCK PLAN.




     1.48 Qualified Plan: “Qualified Plan” shall mean a qualified trust described in
Section 401 (a) of the Code (with the limitations described in Section 401(a)(31)(D) of the Code)
which is exempt from taxation under Section 501 (a) of the Code, or an annuity plan described in
Section 403(a) of the Code.



     1.49 Retail Operations Plan: “Retail Operations Plan” shall mean the AMERADA HESS
CORPORATION SAVINGS AND STOCK BONUS PLAN FOR RETAIL OPERATIONS EMPLOYEES, which plan was merged
into this Plan effective October 1, 2006.



     1.50 Service: “Service”, as defined in Sections 2.5 and 2.6, shall mean, for the
purposes of Article 2 (eligibility computation period) and Article 7 (vesting computation period)
of the Plan, any period of employment:



          A. With the Principal Company;




          B. With a Prior Company whose employee pension plan is maintained by the Principal Company,
or, as determined by the Committee, with any other Prior Company;




          C. With a Participating Company following the adoption of the Plan by such Participating
Company, or any prior period of employment with a Participating Company as determined by the
Committee;




          D. With any organization which is a member of a group of trades or businesses (whether or not
incorporated) under common control (under Code Section 414(c)) of which the Principal Company is a
member;




          E. With any organization which is a member of an affiliated service group (under Code





11









 








Section 414(m)) of which the Principal Company is a member;




          F. With any organization which is a member of a controlled group of corporations of which the
Principal Company is a member, or which is under common control with the Principal Company;




          G. With a Prior Company (to the extent provided in Treasury Regulations) in any case in which
the Principal Company maintains a plan which is not the plan maintained by the Prior Company;




          H. In the case of an Acquired Employee, with Phillips Petroleum Company, any of its
subsidiaries or any other prior employer to the extent that such period of employment was taken
into account under the Phillips Plan;




          I. With Transco Energy Company or any of its subsidiaries (“Transco”) in the case of an
Acquired Transco Employee, including employment with other companies for which service was granted
for Transco benefit plan purposes as determined by the records of Transco provided to the
Principal Company;




          J. With Hess Energy Trading Company, LLC, in the case of an Employee who was an employee of
that company immediately preceding or following employment by a Company;




          K. In the case of an Acquired Pick Kwik Employee, with Pick Kwik Corporation immediately
preceding employment by a Company, as determined by the records of the Pick Kwik Plan provided to
the Principal Company;




          L. With the Company in a Company-operated gasoline station or convenience store immediately
preceding or following employment by a Company in another position; and




          M. With HOVENSA immediately preceding or following employment by a Company;




          N. With Strategic Resource Solutions Corp. (“SRS”) immediately preceding employment by a
Company in the case of an Employee hired in connection with the purchase by Hess Microgen LLC of
the micro-generation business of SRS on February 2, 2000;




          O. With Texaco Pipelines LLC (“Texaco”) immediately preceding employment by a Company in the
case of an Employee hired in connection with the purchase by the Principal Company of the Sea
Robin gas plant from Texaco on April 1, 2000;




          P. With Statoil Energy Services, Inc. (“Statoil”), or an affiliate thereof immediately
preceding employment by a Company in the case of an Employee hired in connection with the purchase
by the Principal Company of Statoil on April 1, 2000’ and




          Q. In the case of an Acquired Merit Employee, with Merit Oil Corporation as of December 31,
2000.




          R. In the case of an Acquired Triton Employee, with Triton Energy Limited as of









12









 











December 31, 2002.




     1.51 Spouse: “Spouse” shall mean the individual, if any, to whom the Member is
legally married. However, a Member’s former spouse shall be treated as his Spouse in lieu of his
current spouse to the
extent required under any judgment, decree, or order which is determined by the Administrator in
accordance with its procedures to be a qualified domestic relations order within the meaning of
Section 414(p) of the Code.



     1.52 Successor Company: “Successor Company” shall mean any business organization
which shall acquire a substantial portion or all of the outstanding stock of, or a substantial
portion or all of the assets of, or which shall employ a substantial number or all of the employees
of, any Company, and which shall succeed such Company as a Company hereunder, or which shall be an
employer participating in the AMERADA HESS CANADA LTD. EMPLOYEES’ DEFERRED SAVINGS PLAN until the
date of the sale of AMERADA HESS CANADA LTD., by the Principal Company on April 29, 1996.



     1.53 Transfer Date: “Transfer Date” shall mean the Valuation Date on which assets are
transferred to the HOVENSA Plan from the Plan with respect to those members of the Plan who become
Members of the HOVENSA Plan on November 1, 1998, which shall be as soon as practicable following
receipt by HOVENSA of a favorable determination letter from the Internal Revenue Service concerning
the qualification of the HOVENSA Plan and the exemption of the HOVENSA Plan Trust from income
taxes.



     1.54 Triton Plan: “Triton Plan” shall mean the Triton Exploration Services, Inc.
401(k) Savings Plan as in effect on December 31, 2002.



     1.55 Triton Plan Participant: “Triton Plan Participant” shall mean a Member who was
a member of the Triton Plan on December 31, 2002, whose Triton Plan account is transferred to the
Plan as the result of the merger of the Triton Plan into the Plan on January 1, 2003.



     1.56 Trust Agreement: “Trust Agreement” shall mean the Trust Agreement
or Trust Agreements (as amended from time to time) between the Investment Committee and a Trustee
or the Principal Company and a Trustee, entered into for purposes of the Plan.



     1.57 Trustee: “Trustee” shall mean any bank, trust company, or other fiduciary holding
funds or property under a Trust Agreement for the exclusive benefit of the Plan Members and subject
to all provisions of the Plan.



     1.58 Unit: “Unit” shall mean the basic measure of the Member’s proportionate
interest in the funds provided for in Section 5.1.



     1.59 Valuation Date: “Valuation Date” shall mean the day on which the value of the
Funds is determined as provided in Article 5, and shall be each Business Day, unless changed by the





13









 








Committee.




     1.60 Withdrawal Authorization: “Withdrawal Authorization” shall mean notice, on a
form or in a manner prescribed by the Committee, provided by a Member, requesting a complete or
partial withdrawal as provided in Sections 8.1 and 8.2, respectively.



     1.61 Year of Service: “Year of Service” shall mean a 12 consecutive month period
(computation period) during which an Employee completes at least 1,000 hours of Service.



14









 







ARTICLE 2

 ELIGIBILITY AND MEMBERSHIP




     2.1 A. Each Employee who on the Effective Date shall have completed one year of
Service shall be eligible to become a Member of the Plan as of the Effective Date, provided,
however, that any Employee who, during the 12-month period preceding the Effective Date made a
complete withdrawal from any Prior Plan while still employed by a Company and who remained employed
during said 12-month period, shall not be eligible to become a Member until the first day of the
calendar month following the completion of such 12-month period.



          B. Each Employee who on January 31, 1972 was a Member of Prior Plan A, Prior Plan B, Prior
Plan C, Prior Plan D, Prior Plan E, or Prior Plan F, shall be eligible to become a Member of the
Plan as of the Effective Date.




          C. Each Employee who was a Member of the Plan on December 31, 1975 and who continued as an
Employee on January 1, 1976 shall continue as a Member of the Plan on January 1, 1976. Every
other Employee shall be eligible to become a Member of the Plan on his first day of employment by
the Company.




          D. Anything to the contrary herein notwithstanding, an Employee shall not be eligible for
membership in the Plan if he is included in a unit of employees covered by a collective bargaining
agreement between employee representatives and the Company if retirement benefits were the subject
of good faith collective bargaining between such employee representatives and the Company, unless
and until the Company and such employee representatives shall agree that such employees shall
participate in the Plan, provided that he then meets the eligibility requirements herein above
described in this Section 2.1, or if not, then he shall be eligible on the date following the date
on which he first meets such eligibility requirements.




          E. Each Employee who was a Member of the Retail Operations Plan on September 30, 2006, shall
be a Member of this Plan as of October 1, 2006.




     2.2 Any eligible Employee who does not elect to become a Member of the Plan on the earliest
date when he is entitled to do so may thereafter elect to become a Member as of any future
Valuation Date.



     2.3 Each eligible Employee, as a condition for membership, must accept and agree to all
provisions of the Plan on a form or in a manner prescribed by the Committee, which may include
telephone or electronic communication. By so doing, he authorizes the sale or redemption of any




15









 










securities purchased for his account when necessary or advisable in carrying out the provisions of
the Plan.




     2.4 If a Member shall cease to be an Employee within the meaning of Section 1.21 his
membership shall forthwith terminate, except as described in Sections 9.4 or 9.5.



     2.5 A. For the purposes of vesting under Paragraph 7.3E, an Employee or Member shall be
credited with one full year of Service for each 12-consecutive-month period commencing on his first
date of hire or anniversary thereof during which he completed at least 1,000 hours of Service. In
the determination of Years of Service and Breaks in Service for purposes of eligibility, the
initial eligibility computation period shall be the 12-consecutive month period beginning on the
date the Employee first performs an hour of Service for a Company (employment commencement date).
The succeeding 12-consecutive month periods shall be the Plan Years beginning with the Plan Year
which includes the first anniversary of the Employee’s employment commencement date, regardless of
whether the Employee is entitled to be credited with 1,000 hours of Service during the initial
eligibility computation period. An Employee who is credited with 1,000 hours of Service in both the
initial eligibility computation period and the Plan Year which includes the first anniversary of
the Employee’s employment commencement date will be credited with two years of Service for purposes
of eligibility to participate.



     The foregoing is subject to the following rules:



               1. Years of Service for periods of employment prior to January 1, 1976 shall be determined
under the Plan in effect on December 31, 1975, without regard to the provisions of Section 2.6
(Break in Service rule). If, for any period prior to January 1, 1976, accessible records are
insufficient to permit an approximation of the number of hours of Service for a particular employee
or group of employees, a reasonable estimate of the hours of Service completed by such employee or
employees during the particular period may be made. In making any such estimate, all persons
employed under similar circumstances shall be given similar treatment.



               2. Hours of Service after December 31, 1975, but before September 1996, shall be
recorded on a
monthly basis and, for the purpose of determining the total of an Employee’s hours of Service
during his initial eligibility computation period, all hours recorded during the month which
includes the first anniversary of his employment commencement date shall be deemed to have been
completed prior to said anniversary date. For the purpose of determining an Employee’s hours of
Service thereafter for periods prior to September 1996, each 12-consecutive-month period shall
commence on the first day of the month which includes the anniversary of such Employee’s employment
commencement date.



               3. The provisions of Section 2.6 (Break in Service rule) shall apply in the




16









 








determination of years of Service for periods of employment after December 31, 1975.




               4. For the purposes of eligibility after September 4, 1996, an Employee who is not
credited
with 1,000 hours of Service during his initial eligibility computation period shall be deemed to
have completed a Year of Service as soon as he is credited with 1,000 hours of Service in any Plan
Year.



          B. For the purposes of this Article 2, an Employee or Member will be deemed to have
completed an hour of Service for each hour of Service:




               1. for which he is paid, or entitled to payment, for the performance of duties for a Company
during the applicable computation period;



               2. for which he is paid, or entitled to payment, by a Company on account of a period of time
during which no duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence, provided however, that



                    (a) No more than 501 hours of Service shall be credited under
this subparagraph 2 to
an Employee on account of any single continuous period during which the Employee performs no duties
(whether or not such period occurs in a single computation period);



                    (b) An hour for which an Employee is directly or indirectly paid,
or entitled to payment, on
account of a period during which no duties are performed shall not be credited to the Employee if
such payment is made or due under a plan maintained solely for the purpose of complying with
applicable workers’ compensation, or unemployment compensation or disability insurance laws; and



                    (c) Hours of Service shall not be credited for a payment which
solely reimburses an Employee
for medical or medically related expenses incurred by the Employee;



               and for purposes of this subparagraph 2, a payment shall be deemed to be made by or due from
a Company regardless of whether such payment is made by or due from the Company directly, or
indirectly through, among others, a trust fund, or insurer, to which the Company contributes or
pays premiums and regardless of whether contributions made or due to the trust fund, insurer or
other entity are for the benefit of particular Employees or are on behalf of a group of Employees
in the aggregate;



               3. for which back pay, irrespective of mitigation of damages, has been either awarded or
agreed to by the Company, provided, however, that no credit shall be given for any hour which is
credited under subparagraph 1 or subparagraph 2 of this Paragraph B, and crediting of hours




17









 










of Service for back pay awarded or agreed to with respect to periods described in subparagraph 2
shall be subject to the limitations set forth in that subparagraph; and




               4. The determination and crediting of hours where no duties are performed will be made
in accordance with Department of Labor Regulations, Section 2530.200b — 2(b) and (c).



          C. Except as provided in subparagraph 2 of Paragraph B for the purposes of this Article 2
Service will not include any period of Layoff.




          D. For the purposes of this Article 2, an Employee or Member who is a non-hourly employee
exempt from the overtime provisions of the Fair Labor Standards Act and for whom no records of
hours worked are maintained will be deemed to have completed 190 hours of Service in any calendar
month in which he is paid Compensation. An Employee or Member employed by an Associated Company
at the request of a Company shall be deemed to have completed 190 hours of Service in each calendar
month of such employment.




     2.6 Break in Service rule:



          A. Years of Service credited in accordance with Section 2.5 prior to a Break in Service shall
not be deemed to be years of Service for any of the purposes of the Plan unless and until the
Employee or Member is credited with an hour of Service following such Break in Service.




          B. Years of Service credited in accordance with Section 2.5 after five consecutive one-year
Breaks in Service shall not be taken into account for the purpose of determining a Member’s vested
interest in the assets of the Plan derived from Company contributions credited to his account prior
to such Breaks in Service.




          C. In the case of a Member who does not have a nonforfeitable right to benefits in accordance
with Section 7.3 at the time of a Break in Service, years of Service prior to such Break in Service
shall not be taken into account for any of the purposes of the Plan if the number of consecutive
Breaks in Service equals or exceeds the greater of (i) 5 or (ii) the aggregate number of years of
Service credited to the Member prior to such Break in Service. In computing such aggregate number
of years of Service prior to such Break in Service, years of Service previously disregarded under
this Section 2.6 shall not be taken into account.




          D. The 12-consecutive month period beginning on an Employee’s reemployment
commencement date (and, if necessary, Plan Years beginning with the Plan Year that includes the
first anniversary of the reemployment commencement date) shall be used to measure an Employee’s
completion of a year of Service for the purposes of eligibility upon his return to employment after
a Break in Service. For this purpose an Employee’s reemployment commencement date shall be the
first day on which he is entitled to be credited with an hour of Service (within the meaning of
Section 2.5B)





18









 









after the first eligibility computation period in which he incurs a Break in Service.




               The reemployment commencement date of a rehired Employee who has incurred a Break in Service
and who is recalled from Layoff within the period specified in Section 1.31 shall be the first day
on which he is entitled to be credited with an hour of Service (within the meaning of Section
2.5B) after such recall.



          E. 1. In the case of a Member who is absent from work for any period (i) by reason of
the pregnancy of the Member, (ii) by reason of the birth of a child of the Member, (iii) by reason
of the placement of a child with the Member in connection with the adoption of such child by such
Member, or (iv) for purposes of caring for such child for a period beginning immediately following
such birth or placement, the 12-consecutive month period beginning on the first anniversary of the
first date of such absence shall not constitute a Break in Service.




               2. No credit will be given pursuant to this Paragraph unless the affected Member furnishes to
the Committee (i) a copy of the birth certificate or proof of adoption of the child involved and
(ii) a statement signed by the Member to the effect that the absence from work is for reasons
referred to in subparagraph 1, and the number of days for which there was such an absence. To be
effective, such statement must be received by the Committee no later than the first anniversary of
the first day of such absence as specified in subparagraph 1.



               3. The hours described in subparagraph 2 shall be treated as hours of Service as provided in
this Paragraph, (i) only in the computation period in which the absence from work begins, if the
crediting is necessary to prevent a Break in Service in such period, or (ii) in any other case, in
the immediately following computation period.



               4. No credit will be given pursuant to this Paragraph unless the affected Member furnishes to
the Committee (i) a copy of the birth certificate or proof of adoption of the child involved and
(ii) a statement signed by the Member to the effect that the absence from work is for reasons
referred to in subparagraph 1, and the number of days for which there was such an absence. To be
effective, such statement must be received by the Committee no later than the end of the
computation period specified in subparagraph 3.



          F. Due to the change made to the Plan on January 1, 2002 (October 1, 2006 with respect to
Members who were members of the Retail Operations Plan as of September 30, 2006) to provide for
immediate vesting of Company contributions, the Break in Service provisions of this Section 2.6
will no longer apply on or after that date. The above provisions will remain in effect, however,
for the purposes of determining whether balances forfeited before that date may be restored in
accordance with Article 10.





19









 








     2.7 Credit shall be given for Service with only one Company during any period of simultaneous
employment with two or more Companies.



     2.8 Notwithstanding any other provisions of the Plan, for the purposes of the pension
requirements of Section 414(n)(3) of the Code, the employees of the Company shall include
individuals defined as Employees in Section 1.21 of the Plan.



     2.9 For the purposes of determining Years of Service and Breaks in Service under this Article
2, periods of employment with HOVENSA immediately preceding or following employment by a Company
shall be treated as employment by a Company.




20









 





ARTICLE 3

MEMBER CONTRIBUTIONS




     3.1 To become a Member of the Plan, an eligible Employee must authorize contributions to the
Plan as he may designate on a form or in a manner prescribed by the Committee. Such contributions
shall be designated in whole percentages and may consist of any whole number percentage of Elective
Deferrals at the election of the Employee between 1% and 25% of his Compensation.



          For the purposes of the Plan, these Elective Deferrals and any after-tax contributions made
under the Plan as it existed before January 1, 2002 shall be referred to as Member contributions,
except as otherwise specifically indicated.




          Catch up Contributions. All Members who are eligible to make Elective Deferrals under
this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make
catch-up contributions in accordance with, and subject to the limitations of, section 414(v) of the
Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of
the Plan implementing the required limitations of sections 402(g) and 415 of the Code. The Plan
shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements
of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason
of the making of such catch-up contributions. Catch-up contributions shall apply to contributions
after March 31,2002.




     3.2 A Member may change the percentage of his Elective Deferrals on a form or in a manner
prescribed by the Committee. Such change shall be effective as soon as practicable after it is
elected.



     3.3 A Member’s contributions will be paid to the Trustee, for investment in accordance with
the provisions of the Plan and in accordance with the requirements of U.S. Department of Labor
regulations, as promptly as practicable following the deduction of his contributions by the
Company.



     3.4 A Member may voluntarily suspend and resume his contributions without affecting his
membership in the Plan. The suspension and resumption of contributions shall be requested by the
Member by executing a form or in a manner prescribed by the Committee, and shall be effective as
soon as practicable after such request.



     3.5 A Member’s contribution will be suspended automatically, without affecting his membership
in the Plan, for the period of any Leave of Absence, or employment with an Associated Company at
the request of a Company.






21









 








ARTICLE 4

COMPANY CONTRIBUTIONS




     4.1 A. Regular Contributions.



Each Company shall contribute for the account of each Member an amount equal to 100% of the
Member’s Elective Deferrals, but not exceeding 6% of his Compensation.




          B. The Company reserves the right to make a Qualified Non-Elective Contribution on behalf of
any affected Plan Member to correct an operational failure of the Plan as permitted under the
applicable Treasury rules. Qualified Non-elective Contributions shall mean contributions (other
than Matching Contributions or Qualified Matching Contributions) made by the Company and allocated
to Members’ accounts that the Members may not elect to receive in cash until distributed from the
Plan; that are nonforfeitable when made; and that are distributable only in accordance with the
distribution provisions that are applicable to Elective Deferrals and Qualified Matching
Contributions. Qualified Matching Contributions shall mean Matching Contributions which are
subject to the distribution and nonforfeitability requirements under section 401(k) of the Code
when made.




     4.2 Regular Company contributions shall be paid to the Trustee at the same time as the Member
contributions to which they relate, except as described in Section 19.6. Company
contributions are subject to the limitations of Paragraphs 4.4A and 4.4E.



     4.3 While a Member’s contributions are suspended, Company contributions for the account of
such Member will also be suspended, unless they are being continued in accordance with Section 4.2.
Such suspended contributions may not be made up later.



     4.4 A. If a Member does not participate in, and has never participated in another
Qualified Plan maintained by the Company or a welfare benefit fund, as defined in Section 419(e) of
the Code maintained by the Company, or an individual medical account, as defined in Section
415(l)(2) of the Code, maintained by the Company, or a simplified employee pension plan, as defined
in Section 408(k) of the Code, maintained by the Company, which provides an annual addition as
defined in Paragraph D of this Section 4.4, the amount of annual additions which may be credited to
the Member’s account for any Limitation Year will not exceed the lesser of the maximum annual
addition or any other limitation contained in this Plan. If the Company contribution that would
otherwise be contributed or allocated to the member’s account would cause the annual additions for
the Limitation Year to exceed the maximum annual addition, the amount contributed or allocated will
be reduced so that the annual addition for the Limitation Year will equal the maximum annual
addition.



22









 





          B. The maximum annual addition that may be contributed or allocated to a Member’s account
under the Plan for any Limitation Year, excluding catch-up contributions as described in Section
3.1, shall not exceed the lesser of:




               1. the defined contribution dollar limitation, or



               2. 100 percent of the Member’s compensation for the Limitation Year.



          C. The defined contribution dollar limitation is $40,000, adjusted for changes in the cost of
living as provided in Section 415(d) of the Code.




          D. “Annual addition” shall mean the amount allocated to a Member’s account during the
Limitation Year as a result of:




               (i) Company contributions,



               (ii) Employee contributions,



               (iii) forfeitures, and



               (iv) amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code.



          E. The Committee may direct that Company contributions be reduced in any Plan Year to the
extent necessary to prevent the annual addition for such Plan Year from exceeding the limitation
described in Paragraph B, above.




     4.5 A. In case of a Member of the Plan who is also a Member of a defined benefit plan
maintained by the Company, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Limitation Year shall not exceed I.O. If in any Limitation Year
it appears that the limitations of this Section shall be exceeded for any reason with respect to
any Member, the Company contribution required to be made under the Plan on behalf of such Member
shall be reduced to the extent necessary to prevent such result, after the reduction first of the
benefit under any defined benefit plans maintained by the Company and then of the Company
contribution to any other defined contribution plans maintained by the Company on behalf of such
Member.



          B. The defined benefit plan fraction for any Limitation Year shall mean a fraction of which
the numerator is the total projected annual retirement benefits of a Member from all defined
benefit plans (whether or not terminated) maintained by the Company and of which the denominator
is the lesser of:




               (a) 125 percent of the dollar limitation in effect for the Limitation Year under Section
415(b) and (d) of the Code,



or




23









 





               (b) 140 percent of the Member’s highest average compensation for the three
consecutive years
of Service with the Company that produce the highest average, including any adjustments under
Section 415(b) of the Code.



          If the Member was a Member as of January 1, 1987 of one or more defined benefit plans
maintained by the Company which were in existence on May 6, 1986, the denominator of this fraction
will not be less than 125 percent of the sum of the annual benefits under such plans which the
Member had accrued as of December 31,1986, disregarding any changes in the terms and conditions of
the plans after May 5, 1986. The preceding sentence shall apply only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Section 415 of the Code for all
Limitation Years before January 1, 1987.




          C. The defined contribution fraction for any Limitation Year shall mean a fraction, the
numerator of which is the sum of the annual additions to a Member’s account under all the defined
contribution plans (whether or not terminated) maintained by the Company, for the current and all
prior Limitation Years (including the annual additions attributable to the Member’s nondeductible
Employee contributions to all defined benefit plans, whether or not terminated, maintained by the
Company), and the denominator of which is the sum of the maximum aggregate amounts for the current
and all prior Limitation Years of Service with the Company (regardless of whether a defined
contribution plan was maintained by the Company). The maximum aggregate amount in any Limitation
Year is the lesser of 125 percent of the dollar limitation in effect under Section 415(b) and (d)
of the Code or 35 percent of the Member’s Compensation for such year.




          If the Employee was a Member as of January 1,1987 in one or more defined contribution plans
maintained by the Company which were in existence on May 6,1986, the numerator of this fraction
will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise
exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of
(1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction,
will be permanently subtracted from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of December 31, 1986, and disregarding any
changes in the terms and conditions of the plans made after May 5, 1986, but using the Code
Section 415 limitation applicable to the Limitation Year beginning on January 1, 1987.




          The annual addition for any Limitation Year beginning before January 1, 1987, shall not be
recomputed to treat all Employee contributions as annual additions.




          D. The provisions of this Section 4.5 shall not be effective for Plan Years beginning on or
after January 1,2000.




24









 







     4.6 A. As soon as is administratively feasible after the end of the Limitation Year, the
maximum annual addition for the Limitation Year will be determined on the basis of the Member’s
actual compensation for the Limitation Year.



          B. If there is an excess amount the excess will be disposed of as follows:




               1. Any nondeductible voluntary Employee contributions, to the extent they would reduce the
excess amount, will be returned to the Member.



               2. If after the application of subparagraph 1 an excess amount still exists, and the Member is
covered by the Plan at the end of the Limitation Year, the excess amount in the Member’s account
will be used to reduce Company contributions (including any allocation of forfeitures) for such
Member in the next Limitation Year, and each succeeding Limitation Year if necessary.



               3. If after the application of subparagraph 2 an excess amount still exists, and the Member is
not covered by the Plan at the end of the Limitation Year, the excess amount will be held
unallocated in a suspense account. The suspense account will be applied to reduce future Company
contributions (including allocation of any forfeitures) for all remaining Members in the next
Limitation Year, and each succeeding Limitation Year if necessary.



               4. If a suspense account is in existence at any time during the Limitation Year pursuant to
this Section, it will not participate in the allocation of the Trust’s investment gains and losses.



          C. This Section applies if, in addition to this Plan, the Member is covered under another
qualified defined contribution plan maintained by the Company during any Limitation Year. The
annual additions which may be credited to a Member’s account under this Plan for any such
Limitation Year will not exceed the maximum annual additions reduced by the annual additions
credited to a Member’s account under the other plans for the same Limitation Year. If the annual
additions with respect to the Member under other defined contribution plans maintained by the
Company are less than the maximum annual additions and the Company contribution that would
otherwise be contributed or allocated to the Member’s account under this Plan would cause the
annual additions for the Limitation Year to exceed this limitation, the amount contributed or
allocated will be reduced so that the annual additions under all such plans for the Limitation Year
will equal the maximum annual additions. If the annual additions with respect to the Member under
such other defined contribution plans in the aggregate are equal to or greater than the maximum
annual additions, no amount will be contributed or allocated to the Member’s account under this
Plan for the Limitation Year.




     4.7 Records of Member Elective Deferrals and after-tax contributions shall be maintained
separately.







     4.8 For the purposes of this Article, “Company” shall include any Affiliated Company as
defined in Section 1.7 of this Plan.





25









 








 








ARTICLE 5 

INVESTMENT OF CONTRIBUTIONS



     5.1 Member Contributions




          A. Member contributions received by the Trustee for each Member’s account will be invested by
the Trustee on the next Valuation Date in one or more Funds, in accordance with the Member’s
Investment Direction, in multiples of 1%.




          B. Except as otherwise provided below, the Funds available for investment under the Plan shall
be selected by the Investment Committee.




          In addition to the Funds selected by the Investment Committee, a Company Stock Fund shall
also be available for investment under the Plan. The Company Stock Fund shall invest solely in the
common stock of the HESS CORPORATION purchased on the open market and apportioned to the accounts
of Members and such cash as necessary to provide adequate liquidity to comply with Members’
Investment Directions. Dividends received on investments made in accordance with the preceding
sentence shall be similarly invested and apportioned. The Company Stock Fund will be measured on a
unit basis, as described in Section 5.2A.




          With the exception of the Company Stock Fund, the Investment Committee may authorize changes
in each of the Funds or the removal of any of the Funds, and may establish additional Funds.




     5.2 Company Contributions



          A. On July 29, 1996, the whole and fractional shares and cash balance in each Member’s account
representing Company contributions in the Company Stock Fund shall be unitized and future
transactions will be recorded on the basis of units of participation rather than in shares, subject
to the following provisions.




               1. Company contributions made prior to October 1, 2006 that are invested in the Company
Stock
Fund as of that date shall remain invested in the Company Stock Fund to the extent such amounts are
not reinvested or redirected in other Funds in accordance with Section 6.3.



               2. Company contributions made on or after October 1, 2006 shall be invested in accordance
with
Members’ Investment Direction.



          B. Dividends received on investments made in accordance with Paragraph A shall be similarly
invested.




     5.3 Separate records shall be maintained for Member Elective Deferrals invested in the various
Funds, after-tax Member contributions invested in the various Funds, and Company contributions
matching each such contribution.



26









 





     5.4 Section 16(b) of the Exchange Act. Solely to the extent required under Section
16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all elections
and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving
shares of Common Stock of the Hess Corporation (“Employer Stock”) are intended to comply with all
exemptive conditions under Rule 16b-3 promulgated under the Exchange Act. The Principal Company
may establish and adopt written administrative guidelines designed to facilitate compliance with
Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and
operation of the Plan. Without limiting the generality of the foregoing, this Section 5.4 is
intended to apply to a Member’s election to diversify his Employer Stock solely to the extent that
such diversification election is more than that required by law.



     5.5 Member Deemed Named Fiduciary. Notwithstanding anything in the Plan to the
contrary, each Member is, solely with respect to Employer Stock held in his account, hereby
designated a “named fiduciary”, within the meaning of Section 402(a)(1) of ERISA, with regard to
his account.



     5.6 Sale of Employer Stock. If all or a portion of the Member’s (or, in the event of
the Member’s death, the Member’s Beneficiary’s) account receiving a cash distribution is invested
in Employer Stock, the Trustee shall, to the extent necessary, sell or otherwise transfer to the
accounts of other Members who have elected to have a portion of their accounts invested in Employer
Stock so many of the shares of Employer Stock as are to be distributed, and the Member or his
Beneficiary shall receive in cash the amount of such sale or the value of the Employer Stock
transferred. If a number of such sales or transfers are to be made by the Trustee at any one
time, the sales price of all shares of Employer Stock sold or transferred at such time shall be
averaged to determine the amount to be distributed to each Member or his Beneficiary.



     5.7 Adjustments for Changes in Capital Structure. The existence of this Plan shall not
affect in any way the right or power of the Board of Directors of the Principal Company or the
stockholders of the Principal Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Principal Company’s capital structure or its business, any
merger, consolidation or separation, including a spin-off, or other distribution of stock or
property of the Principal Company or an Affiliated Company, any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting Employer Stock, the authorization or
issuance of additional shares of Employer Stock, the dissolution or liquidation of the Principal
Company or an Affiliated Company, any sale or transfer of all or part of its assets or business or
any other corporate act or proceeding. In the event of any change in the capital structure or
business of the Principal Company by reason of any stock dividend or extraordinary dividend, stock
split or reverse stock split, recapitalization, reorganization, merger,



27









 




consolidation, spin-off or exchange of shares, distribution with respect to its outstanding
Employer Stock or capital stock other than Employer Stock, reclassification of its capital stock,
any sale or transfer of all or part of the Principal Company’s assets or business, or any similar
change affecting the Principal Company’s capital structure or business and the Committee determines
an adjustment is appropriate under this Plan, then the aggregate number and kind of shares which
thereafter may be issued under this Plan, the number and kind of shares or other property
(including cash) held under this Plan shall be appropriately adjusted consistent with such change
in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement
of the rights granted to, or available for, Members under this Plan or as otherwise necessary to
reflect the change, and any such adjustment determined by the Investment Committee in good faith
shall be binding and conclusive on the Principal Company and all Members, Beneficiaries and
employees and their respective heirs, executors, administrators, successors and assigns.





28









 








ARTICLE 6 

MEMBERS’ INVESTMENT DIRECTIONS




     6.1 A. Member contributions



          Pursuant to Paragraph A of Section 5.1, a Member shall elect to invest his contributions in
one or more of the Funds in multiples of 1% of the amount contributed, by providing an Investment
Direction on a form or in a manner prescribed by the Committee. Such an Investment Direction shall
relate to the percentage of his future contributions to be invested in each Fund, the percentage of
his previous investments to be invested in each Fund, or both.




          B. Company contributions




          Pursuant to Paragraph A of Section 5.2, a Member shall elect to invest his Company
contributions in one or more of the Funds in multiples of 1% of the amount contributed, subject to
the limitations of Section 6.3, by providing an Investment Direction on a form or in a manner
prescribed by the Committee. Such an Investment Direction shall relate to the percentage of his
future Company contributions to be invested in each Fund, the percentage of his previous
investments to be invested in each Fund, or both.




     6.2 An Investment Direction with respect to a Member’s future contributions or future Company
contributions will be given effect as soon as practicable after the date the request is made by the
Member. An Investment direction with respect to a Member’s past investments or past Company
investments will be given effect on the Valuation Date coincident with or next following the date
of the Member’s request.



     6.3 By submitting a new Investment Direction, a Member may make any or all of the following
changes:



          A. Change his direction as to the percentage of his future contributions to be invested in
each Fund;




          B. Change all or part of the total number of shares previously invested in any Fund for his
account to an investment for his account in one or more of the other Funds;




          C. Change his direction as to the percentage of his future Company contributions to be
invested in each Fund;




          D. Change all or part of the total number of shares previously invested as Company
contributions in any Fund for his account to an investment for his account in one or more of the
other Funds;




29









 





          E. For periods prior to October 1, 2006, if a Member is less than 55 years of age on the date
of his request to change his Investment Direction with respect to Company contributions, fifty
percent (50%) of the total number of shares allocated to the Member’s account attributable to
Company contributions must at all times be invested in the Company Stock Fund.




     6.4 The Investment Committee shall establish such procedures and provide such forms as it
shall deem necessary or desirable to comply with the provisions of Section 404(c) of ERISA and the
Regulations issued thereunder.




30









 








ARTICLE 7

VESTING OF COMPANY CONTRIBUTIONS




     7.1 The word “vest” with respect to contributions and income attributable thereto, means the
granting to a Member, subject to the provisions of the Plan, of full rights to his interest in the
assets of the Plan.



     7.2 The interest of a Member derived from his Employee Contributions and Elective Deferrals
shall at all times be vested.



     7.3 The interest in the assets of the Plan derived from Company contributions made with
respect to Plan Years beginning before December 31, 2001 on behalf of a Member who is an Employee
of the Company on January 1, 2002 shall vest on January 1, 2002, if not already vested under the
terms of the Plan in effect on December 31, 2001.



     The interest in the assets of the Plan derived from Company contributions of a former
Employee who has not received his Plan distribution before January 1, 2002 shall be determined in
accordance with the provisions of the Plan in effect when his employment ended.



     The interest in the assets of the Plan derived from Company contributions of a Member who
withdrew from the Plan but who has not received his Plan distribution before January 1, 2002 shall
be determined in accordance with the provisions of the Plan in effect when his withdrawal was
requested.



     The interest of a Member in the assets of the Plan derived from Company contributions made
for Plan Years beginning on or after January 1, 2002 shall at all times be vested.



     The interest of a Member in the assets of the Plan derived from Company contributions to the
Retail Operations Plan shall be vested upon transfer to the Plan in accordance with the provisions
of Paragraph 22.4 F.



     7.4 The interest of a Member in the assets of the Plan transferred to this Plan from the
Retail Operations Plan upon October 1, 2006 shall be vested on October 1, 2006.




31









 








ARTICLE 8

IN-SERVICE WITHDRAWALS AND LOANS




     8.1 Complete Withdrawals.



     A. Subject to the limitations of Sections 8.1 B and 8.4 (In-Service Distribution Limitations),
a Member may, at any time, elect to make a complete withdrawal of his vested interest attributable
to his after-tax contributions, Matching Contributions, amounts rolled-over into the Plan, and, if
the Member is at least age 591⁄2 at the time of the withdrawal, Elective Deferrals.
Notwithstanding the foregoing, a Member who has not attained age
591⁄2 is not permitted
to withdraw Matching Contributions (and income allocable thereto) that were contributed to the Plan
on or after January 1, 2002 (January 1, 2003 in the case of a Triton Plan Participant and October
1, 2006 with respect to Members who were members of the Retail Operations Plan as of September 30,
2006), other than as provided in Sections 8.3 (Hardship Withdrawals) or upon termination of
employment or if his employer has ceased to be a Participating Company.



     B. Notwithstanding the foregoing, subject to the limitations of Section 8.4 (In-Service
Distribution Limitations), if a Member elects to withdraw his total vested interest from the Plan
during his continued employment by the Company prior to the fifth anniversary of the earliest of
the date of his initial participation in the Plan, the Retail Operations Plan, the HOVENSA Plan,
the Merit Plan or the Triton Plan:



          1. The distribution of the Member’s interest in mutual funds and the Company Stock Fund will
be made as specified in Sections 16.8 and 16.9.




          2. The distribution of the Member’s interest in the portion of the assets
attributable to Company contributions (including employer matching contributions made to the Retail
Operations Plan, the HOVENSA Plan, the Merit Plan or the Triton Plan) will be limited to the
portion of said assets which exceeds an amount equal to the Company contributions paid to the
Trustee under the Plan (including employer matching contributions made to the Retail Operations
Plan, the HOVENSA Plan, the Merit Plan or the Triton Plan) on said Member’s behalf within two years
of the date payment is requested by the Member.




     8.2 Partial Withdrawals.



          A. At any time following the first anniversary of the date a Member commenced participation
in the Plan (including participation in a Prior Plan, the Retail Operations Plan, the HOVENSA
Plan, the Merit Plan or the Triton Plan), a Member may elect to withdraw, without the





32









 







penalty of suspension, a portion of his account, subject to the in-service distribution limitations
of Section 8.4, as follows:




          1.
If he is at least age 591⁄2 at the time of the withdrawal, any portion of the sum of his
entire account in the Plan, less the sum of his prior withdrawals as of the effective date of the
withdrawal; provided, however, that no partial withdrawal may be made in an amount less than
$500.00 (or the Member’s remaining account balance, if less).




          2.
If he is not at least age 591⁄2 at the time of the withdrawal, 50%
of the sum of his total contributions excluding his Elective Deferrals less the sum of his prior
withdrawals as of the effective date of the withdrawal; provided, however, that no partial
withdrawal may be made in an amount less than $500.00 (or the Member’s remaining account
balance eligible for withdrawal, if less). Notwithstanding the foregoing, a Member is not
permitted to withdraw Matching Contributions (and income allocable thereto) that were contributed
to the Plan on or after January 1, 2002 (January 1, 2003 in the case of a Triton Plan Participant
and October 1, 2006 with respect to Members who were members of the Retail Operations Plan as of
September 30, 2006) pursuant to this Section 8.2 A 2.




          In no event, however, may the amount withdrawn exceed the value of a Member’s account
attributable to the contributions to be withdrawn.




          B. A period of at least 12 months must elapse between partial withdrawals. If a Member makes
a partial withdrawal under the terms of the Retail Operations Plan, or the HOVENSA Plan or the
Merit Plan less than twelve months prior to commencement of his membership in the Plan, a partial
withdrawal shall not be permitted under the terms of the Plan until the expiration of the twelve
month period beginning on the date of such withdrawal.




     Notwithstanding the foregoing, a Member may make a partial withdrawal in June 1996, if he
would have completed his first year of membership or 12 months would have elapsed since his last
partial withdrawal during the months of July, August or September 1996.



     Notwithstanding
the foregoing, a Member who has not attained age 591⁄2 is not
permitted to withdraw amounts that were contributed to the Plan on or after January 1, 2002 (and
income allocable thereto), other than as provided in Sections 8.3 (Hardship Withdrawals) or upon
termination of employment.



     8.3 Hardship Withdrawals.



          Distribution of Elective Deferrals (excluding income allocable to such Elective Deferrals)
may be made to a Member in the event of hardship. For the purposes of this Section, hardship is
defined as an immediate and heavy financial need of the Employee where such Employee lacks other
available resources. A request for a hardship withdrawal shall be made on a form or in a manner





33









 







prescribed by the Committee. Such distribution shall be effective on the earliest practicable
Valuation Date following the approval of the request by the Committee.




     Special Rules:



          A. The following are the only financial needs considered immediate and heavy: expenses
incurred or necessary for medical care, described in Section 213(d) of the Code, of the Employee,
the Employee’s Spouse, children, or dependents; the purchase (excluding mortgage payments) of a
principal residence for the Employee; payment of tuition, room and board and related educational
fees for the next 12 months of post-secondary education for the Employee, the Employee’s Spouse,
children or dependents; the need to prevent the eviction of the Employee from, or a foreclosure on
the mortgage of, the Employee’s principal residence; funeral expenses for the Employee’s deceased
parent, the Employee’s Spouse, children or dependents; or expenses for the repair of damage to the
Employee’s principal residence that qualify for the casualty loss deduction under Section 165 of
the Code (without regard to whether the loss exceeds 10% of adjusted gross income).




          B. A distribution will be considered as necessary to satisfy an immediate and heavy financial
need if the Committee relies upon the Employee’s written representation, unless the Committee has
knowledge to the contrary, that the need cannot be relieved:




               (i) through reimbursement or compensation by insurance or otherwise;



               (ii) by reasonable liquidation of the Member’s assets to the extent such liquidation would
not itself cause an immediate and heavy financial need;



               (iii) by cessation of Elective Deferrals and Employee Contributions under the Plan; or



               (iv) by other distributions or nontaxable (at the time of the loan) loans from plans
maintained by the Company or by any other employer, or by borrowing from commercial sources on
reasonable commercial terms.



          C. A hardship distribution shall not require suspension of membership.




          D. Effective October 1, 2006, no hardship withdrawal may be made in an amount less than $500.




          E. Effective for withdrawals made on or after October 1, 2006, a Participant may not take more
than one hardship withdrawal every 12 months.




     8.4 In-Service Distribution Limitations



          Elective Deferrals and matching contributions made on or after January 1, 2002 (or made on or
after January 1, 2003 in the case of a Triton Plan Participant or October 1, 2006 with respect to





34









 







Members who were members of the Retail Operations Plan as of September 30, 2006), and income
allocable thereto are not distributable to a Member or his Beneficiary or Beneficiaries, in
accordance with such Member’s Beneficiary or Beneficiaries election, earlier than upon
termination of employment or termination of a Member’s employer’s participation in the Plan, death
or disability.




     Such amounts may also be distributed upon:



          A. Termination of the Plan without the establishment of another defined contribution plan
other than an employee stock ownership plan (as defined in Section 4975(e) or Section 409 of the
Code) or a simplified employee pension plan as defined in Section 408(k).




          B. The disposition by a corporation to an unrelated corporation of substantially all of the
assets (within the meaning of Section 409(d)(2) of the Code) used in a trade or business of such
corporation if such corporation continues to maintain this Plan after the disposition, but only
with respect to employees who continue employment with the corporation acquiring such assets.




          C. The disposition by a corporation to an unrelated entity of such corporation’s interest in a
subsidiary (within the meaning of Section 409(d)(3) of the Code) if such corporation continues to
maintain this Plan, but only with respect to Employees who continue employment with such
subsidiary.




          D. The attainment of age 59 1/2.




          E. The hardship of the Member as described in Section 8.3.




          All distributions that may be made pursuant to one or more of the foregoing distributable
events are subject to the Member consent requirements (if applicable) contained in Sections 411
(a)(11) of the Code. In addition, distributions that are triggered by any of the first three
events enumerated above must be made in a lump sum.




     8.5 Loans to Members



          A. Loans from Member accounts shall be made available to all Members on a reasonably
equivalent basis. A request for a loan shall be made on a form or in a manner prescribed by the
Committee. To be effective as of a particular Valuation Date in a given month, the request must be
received on behalf of the Committee not later than such date.




          B. Loans shall not be made available to Highly Compensated Employees in an amount greater than
the amount made available to other Employees.




          C. Loans must be adequately secured by 50% of the Member’s vested interest in the Plan and
must bear a reasonable interest rate. The rate will be commensurate with the interest rate being
charged by persons in the business of lending money for loans which would be made under similar
circumstances, and shall be 1% above the prime rate in effect at the time the loan is made, or such
other rate as may be determined by the Committee from time to time on a nondiscriminatory





35









 







basis. In
addition, the Member must pay the loan origination fee and annual loan recordkeeping
fee charged by the Plan’s recordkeeper.




          D. Failure by the Member to make required loan payments when due shall cause the loan to be in
default. In the event of default, foreclosure on the note and attachment of security will not occur
until a distributable event occurs in the Plan, but if the default is not cured by the end of the
calendar quarter following the calendar quarter in which the default occurred, the unpaid balance
plus accrued unpaid interest shall be reported as taxable income to the Member.




          E. Notwithstanding any other provision of this Plan, the portion of the Member’s vested
account balance used as a security interest held by the Plan by reason of a loan outstanding to the
Member shall be taken into account for purposes of determining the amount of the account balance
payable at the time of death or distribution, but only if the reduction is used as repayment of the
loan. If less than 100% of the Member’s vested account balance (determined without regard to the
preceding sentence) is payable to the surviving Spouse, then the account balance shall be adjusted
by first reducing the vested account balance by the amount of the security used as repayment of the
loan, and then determining the benefit payable to the surviving Spouse.




          F. No loan to any Member can be made to the extent that such loan when added to the
outstanding balance of all other loans to the Member would exceed the lesser of (a) $50,000 reduced
by the highest outstanding balance of loans during the one year period ending on the day before the
loan is made, or (b) one-half the vested account balance of the Member. For the purpose of the
above limitation, all loans from all plans of the Company and other members of a group of employers
described in Sections 414(b), 414(c), and 414(m) and (o) of the Code are aggregated. Furthermore,
any loan shall by its terms require that repayment (principal and interest) be amortized in level
payments, not less frequently than monthly, over a period not extending beyond five years from the
date of the loan, unless such loan is used to acquire a dwelling unit which within a reasonable
time (determined as the time the loan is made) will be used as the principal residence of the
Member. An assignment or pledge of any portion of the Member’s interest in the Plan and a loan,
pledge, or assignment with respect to any insurance contract purchased under the Plan, will be
treated as a loan under this paragraph.




          G. No loan will be made in an amount less than $500.00, and only two loans may be outstanding
to a Member at any time.




          H. A Member may prepay an outstanding loan in full at any time without penalty.




          I. If at
any time prior to the full repayment of a loan, the Member should cease to be a Member by reason of
his termination of employment (other than as the result of employment by





36









 







HOVENSA), the unpaid balance owed by the Member on the loan shall be due and payable upon the later
of the date of such termination of employment or the date of final payment of any salary
continuation payments received by the Member in connection with such termination from which loan
payments are deducted, and the amount of the distribution otherwise payable to the Member (or, in
the case of his death to his Beneficiary) shall be reduced by the amount owed on the loan at the
time of such distribution. If at any time prior to the full repayment of a loan, the Member should
cease to be a Member by reason of his employment by HOVENSA, the Member’s unpaid loan balance shall
be handled as follows:




               1. Prior to the Transfer Date, loan repayments will be made through payroll deductions and
transmitted by HOVENSA to the Company for forwarding to the Trustee.



               2. On and after the Transfer Date the loan balance will be transferred to the HOVENSA Plan
with the other assets in the Member’s Plan account, the loan shall be treated as having been made
under the terms of the HOVENSA Plan, and shall be repaid to the HOVENSA Plan in accordance with the
terms of the loan.



          J. For the purposes of this Section 8.5, loans outstanding under the terms of the HOVENSA
Plan which have not been repaid by the date that a HOVENSA Plan member’s account is transferred to
the Plan also will be transferred to the Plan, treated as having been made under the terms of the
Plan, and repaid to the Plan in accordance with the terms of such loan.





37









 








ARTICLE 9

TERMINATION OF EMPLOYMENT AND TERMINATION OF MEMBERSHIP




     9.1 If a Member’s employment by a Company shall terminate for any reason (other than by
transfer to HOVENSA, another Company or to an Associated Company) or if his membership in the Plan
shall terminate (other than pursuant to the provisions of Sections 8.1, 9.4, or 9.5) his vested
interest in the Plan, determined as of the Valuation Date coincident with or next following the
date his employment or membership is terminated, shall be distributed to him (or to his Beneficiary
if his employment shall terminate because of his death), as follows:



          A. If the Member’s employment shall terminate because of his death his entire vested interest
shall be distributed to his Beneficiary as soon as practicable after such Valuation Date in the
manner specified in Section 16.9 B.




          B. If the Member’s employment shall terminate for a reason other than his death, or if his
membership shall terminate (other than pursuant to the provisions of Section 8.1, 9.4 or 9.5), his
entire vested interest, as determined above, shall be distributed to him. The Member’s interest
attributable to Employee Contributions and Elective Deferrals shall be distributed in the manner
specified in subparagraphs 1 and 2 of Section 16.9 B, and his vested interest attributable to
Company contributions shall be distributed to him in the manner specified in subparagraph 3 of
Section 16.9 B, both as follows:




               1. If the value of his entire vested interest shall not exceed $1,000 it shall be distributed
to him as soon as practicable after such Valuation Date.



               2. If the value of his entire vested interest shall exceed $1,000, it shall be distributed to
him as soon as practicable following his submission of a completed election to withdraw as
described in Section 16.8, but not later than the required beginning date described in Section
16.9D4. On receipt of such request, the distribution of such vested interest shall be made to the
Member at the appropriate time in the manner requested.



     9.2 If a Member shall be fully vested in his account balances at the time he receives a
distribution pursuant to the provisions of Section 8.1 or Section 9.1, then the service performed
by him with respect to such distribution shall be disregarded for the purpose of determining the
balance in his account on his reentry into the Plan and there shall be no restoration of his
account balances.



     9.3 A. 1. Distribution of benefits to a Member will be made no later than the 60th
day after the close of the Plan Year in which the latest of the following events occurs:



                    i. the Member attains age 65 ;



38









 





                    ii. the 10th anniversary of the date on which the Member
commenced participation in the Plan;



                    iii. the Member terminates employment with the Company;



                    iv. the date specified in an election made pursuant to
Paragraph B of this section, but no
later than April 1 of the year following the year in which the Member
will attain age 70 1/2.



               2. Notwithstanding the foregoing, effective as of October 1, 2006, distributions of
benefits
to a Member will be made no later than April 1 of the year following the year in which the Member
attains age 70 1⁄2.



          B. Notwithstanding the provisions of Subparagraph 9.1B2, a Member may, on a statement signed
by him and submitted to the Committee (or in a manner prescribed by the Committee), elect that the
payment to him of any benefit under the Plan will be made in a lump sum at a date later than the
dates specified under Subparagraphs i, ii and iii of Paragraph A1 of this Section. The statement
shall describe the benefit and specify the date on which payment of the benefit shall be made,
subject, however, to the distribution requirements of Section 16.10 of the Plan.




     9.4 Notwithstanding any provision of the Plan to the contrary, upon the establishment by the
Principal Company of the Retail Operations Plan, which shall have essentially the same provisions
as the Plan, the Committee shall direct the Trustee to allocate and segregate the portion of the
assets of the Plan held for the benefit of all Members of the Plan who are employed in
Company-operated gasoline stations or convenience stores. The Committee then shall direct the
Trustee to transfer such assets and the accounts and records of such Members to the Retail
Operations Plan. If any Members of the Plan subsequently become eligible for participation in the
Retail Operations Plan, the assets, accounts and records of such Members shall be allocated,
segregated and transferred in a similar manner. As the result of these transfers, all accrued
rights and interests of such Members as of the date of such transfers shall be preserved under the
Retail Operations Plan, and in no event shall any such Member be deprived of any benefits under the
Plan which shall have accrued to him as of the effective date of the transfer. Effective October
1, 2006, the Retail Operations Plan shall be merged into the Plan, and the Committee shall direct
the Trustee to accept the assets of the Retail Operations Plan for the benefit of all members of
the Retail Operations Plan. As a result of these transfers, all rights and interests of such
members of the Retail Operations Plan with respect to the amounts transferred on October 1, 2006,
shall be preserved under the Plan.



     9.5 Notwithstanding any provision of the Plan to the contrary, upon the establishment by
HOVENSA of the HOVENSA Plan, which shall have essentially the same provisions as the Plan, the



39








 




Committee shall direct the Trustee to allocate and segregate the portion of the assets of
the Plan held for the benefit of all Members of the Plan employed by HESS OIL VIRGIN ISLANDS CORP.,
who become employees of HOVENSA on the date HOVENSA commences operations. The Committee then shall
direct the Trustee to transfer such assets and the accounts and records of such Members to the
HOVENSA Plan on the Transfer Date. If any Members of the Plan subsequently become employed by
HOVENSA, the assets, accounts and records of such Members shall be allocated, segregated and
transferred in a similar manner. As the result of these transfers, all accrued rights and interests
of such Members as of the date of such transfers shall be preserved under the HOVENSA Plan, and in
no event shall any such Member be deprived of any benefits under the Plan which shall have accrued
to him as of the effective date of the transfer. Upon the transfer of a Member’s accounts and
records to the HOVENSA Plan, such Member’s membership in the Plan shall terminate. Upon the
transfer of a Member’s accounts and records to the Retail Operations Plan, such Member’s membership
in the Plan shall terminate.




40









 





ARTICLE 10

FORFEITURES




     10.1 The interest of a Member in the assets of the Plan derived from Company
contributions which shall be unvested at the time of his termination of membership or termination
of employment shall be forfeited and shall reduce the future contributions of the Company or
Companies of which such Member was an Employee. If a Member shall make a complete withdrawal
pursuant to Section 8.1 of his vested interest in the assets of the Plan attributable to his
after-tax contributions and Elective Deferrals, if any, his unvested interests in the assets of the
Plan derived from Company matching contributions attributable to the contributions withdrawn by the
Member shall be forfeited. Forfeitures shall occur in a similar manner in the case of a complete
withdrawal under Section 8.1 of the Member’s account balances attributable to his after-tax
contributions or his after-tax contributions and Elective Deferrals, if any, but shall apply to the
interest of such Member in the assets of the Plan derived from Company contributions that matched
the Member’s contributions to the withdrawn accounts which shall be unvested at the time of his
withdrawal. For the purposes of this Section 10.1, assets representing employer contributions to
the HOVENSA Plan which are transferred to the Plan shall be treated as Company contributions.



     10.2 In the event an Employee whose interest in the assets of the Plan has been forfeited in
whole or in part upon withdrawal under Section 8.1 or termination of his membership during his
continued employment shall continue or resume membership in the Plan, the value of his account
balances shall be restored to their value as of the Valuation Date described in Section 16.8 if
such Employee shall, within five years of the date of such withdrawal or termination, repay to the
Plan the full amount of any distribution received by him upon such withdrawal or termination of
membership.



     10.3 In the event an Employee whose interest in the assets of the Plan has been forfeited in
whole or in part on termination of his employment shall be reemployed and shall resume membership
in the Plan, the value of his account balances shall be restored to their value as of the Valuation
Date described in Section 9.1 if such Employee shall, within the earlier to occur of (i) his having
incurred five consecutive one-year Breaks in Service and (ii) the fifth anniversary of his
resumption of employment covered by the Plan, repay to the Plan the full amount of any distribution
received by upon such termination.



     10.4 If an Employee described in Section 10.2 or in Section 10.3 shall not make the repayments
in the amounts and in the manner described therein then the service performed by him with respect
to which he received a complete distribution of his account balances derived from both after-tax



41









 




contributions and Elective Deferrals pursuant to the provisions of Section 8.1 or Section 9.1 shall
be disregarded for the purpose of determining the balance in his account on his re-entry into the
Plan or continuation of his membership in the Plan and there shall be no restoration of his account
balances.




     10.5 A. If a forfeiture occurs under the comparable terms of the Retail Operations Plan or the
HOVENSA Plan with respect to a member of either of those plans who subsequently becomes a Member of
the Plan, and such Member repays the full amount of his distribution to the Retail Operations Plan
or the HOVENSA Plan in accordance with the terms of those plans, such repaid amount and the value
of his account balances restored under the applicable plan shall be transferred to the Plan as soon
as practicable after such repayment and restoration, and shall be invested in accordance with the
Member’s then current Investment Direction.



              B. Notwithstanding any provisions of the Plan to the contrary, if a forfeiture occurs in
accordance with the provisions of Section 10.1, and the individual involved subsequently becomes a
member of the Retail Operations Plan or the HOVENSA Plan before repaying the full amount of his
distribution to the Plan, such individual shall be deemed eligible for participation in the Plan
for the sole purpose of repaying such distribution and restoring the value of his account balances
under the Plan. Such repaid amount and the value of his account balances restored under the Plan
shall be invested in accordance with the individual’s then current Investment Direction in the
Retail Operations Plan or the HOVENSA Plan, as the case may be, and transferred to the applicable
plan as soon as practicable after such repayment and restoration.




     10.6 For the purposes of this Article 10, the nonvested portion of the participating company
contributions account under the Merit Plan of a Merit Plan Participant or a former employee of
Merit Oil Corporation that was forfeited or scheduled to be forfeited under the terms of the Merit
Plan shall be subject to restoration under the same terms that apply to other Members of the Plan
under this Article.



     10.7 Due to the change made on January 1, 2002 (October 1, 2006 with respect to Members who
were members of the Retail Operations Plan as of September 30, 2006) to provide for the immediate
vesting of Company contributions to the Plan, there will be no forfeitures under this Article 10 on
or after that date. The above provisions will remain in effect, however, to allow for the
restoration of account balances forfeited before that date, and to provide for proper coordination
with the Retail Operations Plan (prior to the date it was merged into this Plan) and the HOVENSA
Plan.



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ARTICLE 11

ADMINISTRATION OF THE PLAN




     11.1 The Plan shall be administered by the Committee. The Committee shall be the “plan
administrator” within the meaning of Title I of ERISA and shall be the named fiduciary with respect
to control or management of the operation and administration of the
Plan.



     11.2 The CEO of the Principal Company shall appoint at least three persons to serve on the
Committee. Any member of the Committee may resign by delivering his or her written resignation to
the CEO prior to the effective date of such resignation. In addition, if a member of the Committee
is an Employee at the time of his or her appointment, he or she will automatically cease to be a
member of the Committee when his or her employment with the Company terminates. The CEO may remove
any member of the Committee by so notifying the member and the other Committee members in writing
prior to the effective date of such removal. In the event a member of the Committee dies or is
removed (automatically or by the CEO), the CEO shall appoint a successor member. The Committee
shall continue to act with full power until the vacancy is filled.



     11.3 A. The Committee shall have the authority to allocate, from time to time, by a written
instrument filed in its records, all or any part of its responsibilities under the Plan to one or
more of its members, including a subcommittee, as may be deemed advisable, and in the same manner
to revoke such allocation of responsibilities. In the exercise of such allocated responsibilities,
any action of the member or subcommittee to whom responsibilities are allocated shall have the same
force and effect for all purposes hereunder as if such action had been taken by the Committee. The
Committee shall not be liable for any acts or omissions of such member or subcommittee. The member
or subcommittee to whom responsibilities have been allocated shall periodically report to the
Committee concerning the discharge of the allocated responsibilities.



              B. The Committee shall have the authority to delegate from time to time, by a written
instrument filed in its records, all or any part of its responsibilities under the Plan to such
person or persons as the Committee may deem advisable (and may authorize such person to delegate
such responsibilities to such other person or persons as the Committee may authorize) and in the
same manner to revoke any such delegation or responsibilities. Any action of the delegate in the
exercise of such delegated responsibilities shall have the same force and effect for all purposes
hereunder as if such action had been taken by the Committee. The Committee shall not be liable for
any acts or omissions of any such delegate. The delegate shall periodically report to the
Committee concerning




43









 




the discharge of the delegated responsibilities. The Committee will periodically monitor the
delegate to verify that the delegation is prudent.




          C. Except where responsibilities have been allocated or delegated to another fiduciary,
including the Investment Committee, the Committee shall have the general responsibility for the
administration of the Plan and for carrying out its provisions, including the specific
responsibilities set forth in Sections 11.4.




     11.4 The Committee shall have the discretion and authority to control and manage the operation
and administration of the Plan.



          A. The Committee’s authority shall specifically include, but not be limited to, the following:




               1. To communicate the terms of the Plan to Members and Beneficiaries;



               2. To appoint, discharge, and periodically monitor the performance of third party
administrators, service providers, and any other agents in the administration of the Plan;



               3. To consult with counsel;



               4. To prepare and file any reports or returns with respect to the Plan required by the Code,
ERISA or any other laws;



               5. To determine all questions arising in the administration of the Plan, to the extent the
determination is not the responsibility of another fiduciary or entity;



               6. To direct the Trustee to pay benefits and Plan expenses properly chargeable to the Plan;
and



               7. Such other duties or powers provided in the Plan.



          B. In addition to the authority described above, the Committee shall have complete discretion
to interpret and construe the provisions of the Plan, make findings of fact, correct errors, and
supply omissions, with respect to determining the benefits payable and eligibility for benefits
under the Plan or any other matter of Plan interpretation or construction. All decisions and
interpretations of the Committee made pursuant to the Plan shall be final, conclusive and binding
on all persons and may not be overturned unless found by a court of competent jurisdiction to be
arbitrary and capricious. The Committee shall have the powers necessary or desirable to carry out
these responsibilities, including but not limited to the following:




               1. To prescribe rules, procedures and related forms (which may be electronic in nature) to be
followed by Members in filing and appealing claims for benefits;



               2. To receive from Members and Beneficiaries such information as shall be necessary for the
proper determination of benefits payable under the Plan;



44









 





               3. To keep records related to claims for benefits filed and paid under the Plan;



               4. to submit such information to the Actuary as the Actuary may require from time to time for
making actuarial determinations with respect to the Plan;



               5. To determine and enforce any limits on benefit elections hereunder;



               6. To correct errors and make equitable adjustments for mistakes made in the payment or
nonpayment of benefits under the Plan, specifically, and without limitation, to recover erroneous
overpayments made by the Plan to a Member or Beneficiary, in whatever manner deemed appropriate and
permitted by law, including suspensions or recoupment of, or offsets against, future payments,
including benefit payments or wages, due that Member or Beneficiary;



               7. To determine questions relating to coverage and participation under the Plan and the rights
of Members or to delegate such authority to make such determination to a third party administrator,
insurer or some other entity;



               8. To propose and accept settlements and offsets of claims, overpayments and other disputes
involving claims for benefits under the Plan; and



               9. To compute the amount and kind of benefits payable to Members and Beneficiaries, to the
extent such determination is not the responsibility of a third party administrator, insurer, or
some other entity.



     11.5 The Committee may employ one or more persons to render advice with regard to any of its
responsibilities under the Plan.



     11.6 Plan Expenses. All fees and expenses incurred in connection with the operation and
administration of the Plan, including but not limited to, legal, accounting, investment management,
and administrative fees and expenses, shall be paid out of the assets of the Plan to the extent it
is legally permissible for such fees and expenses to be so paid. The Company may, but shall not be
required to, directly pay such fees and expenses and thereby release the Plan from the obligation
of making such payments; provided, however that, to the extent that it would be legally permissible
for such fees to have been paid by the Plan, the Plan shall not be released from the obligation to
make payment by reimbursing the Company.



     11.7
Claims Procedure:



          A.
Initial Claim. (i) Any claim by an Employee, Member or Beneficiary (‘Claimant’)
with respect to eligibility, participation, contributions, benefits or other aspects of the
operation of the Plan shall be made in writing to the Committee for such purpose. The Committee
shall provide the Claimant with the necessary forms and make all determinations as to the right of
any person to a disputed benefit. If a Claimant is denied benefits under the Plan, the Committee
or its designee shall




45









 




notify the Claimant in writing of the denial of the claim within ninety (90) days (or within
forty-five (45) days if the claim involves a determination of a Claimant’s Disability) after the
Committee receives the claim, provided that in the event of special circumstances such period may
be extended.




               (ii) In the event of special circumstances, the maximum period in which a claim must be
determined may be extended as follows:



                    (a) With respect to any claim, other than a claim that involves a
determination of a
Claimant’s Disability, the ninety (90) day period may be extended to up to ninety (90) days (for a
total of one hundred eighty (180) days). If the initial ninety (90) day period is extended, the
Committee or its designee shall notify the Claimant in writing within ninety (90) days of receipt
of the claim. The written notice of extension shall indicate the special circumstances requiring
the extension of time and provide the date by which the Committee expects to make a determination
with respect to the claim. If the extension is required due to the Claimant’s failure to submit
information necessary to decide the claim, the period for making the determination shall be tolled
from the date on which the extension notice is sent to the Claimant until the earlier of (i) the
date on which the Claimant responds to the Plan’s request for information, or (ii) expiration of
the forty-five (45) day period commencing on the date that the Claimant is notified that the
requested additional information must be provided.



                    (b) With respect to a claim that involves a determination of a
Claimant’s Disability, the
forty-five (45) day period may be extended as follows:



                         (I) Initially, the forty-five
(45) day period may be extended to up
to an additional thirty (30) days (the ‘Initial Disability Extension Period’), provided that the
Committee determines that such an extension is necessary due to matters beyond the control of the
Plan and within forty-five (45) days of receipt of the claim, the Committee or its designee
notifies the Claimant in writing of such extension, the special circumstances requiring the
extension of time, the date by which the Committee expects to make a determination with respect to
the claim and such information as required under clause (III) below.



                         (II) Following the Initial
Disability Extension Period the period for
determining the Claimant’s claim may be extended for an additional thirty (30) day extension period
(for a total of one hundred five (105) days), provided that the Committee determines that such an
extension is necessary due to matters beyond the control of the Plan and within the Initial
Disability Extension Period, notifies the Claimant in writing of such additional extension, the
special circumstances requiring the extension of time, the date by which the Committee expects to
make a determination with respect to the claim and such information as required under clause (III)
below.



46









 





                         (III) Any notice of extension pursuant
to this Paragraph (B) shall
specifically explain the standards on which entitlement to a benefit is based, the unresolved
issues that prevent a decision on the claim, and the additional information needed to resolve those
issues, and the Claimant shall be afforded forty-five (45) days within which to provide the
specified information



                         (IV) If an extension is required
due to the Claimant’s failure to
submit information necessary to decide the claim, the period for making the determination shall be
tolled from the date on which the extension notice is sent to the Claimant until the earlier of (i)
the date on which the Claimant responds to the Plan’s request for information, or (ii) expiration
of the forty-five (45) day period commencing on the date that the Claimant is notified that the
requested additional information must be provided.



               (iii) If notice of the denial of a claim is not furnished within the required time period
described herein, the claim shall be deemed denied as of the last day of such period.



               (iv) If a claim is wholly or partially denied, the notice to the Claimant shall set forth:



                    (a) The specific reason or reasons for the denial;



                    (b) Specific reference to pertinent Plan provisions upon which
the denial is based;



                    (c) A description of any additional material or information
necessary for the Claimant to
complete the claim request and an explanation of why such material or information is necessary;



                    (d) Appropriate information as to the steps to be taken and the
applicable time limits if the
Claimant wishes to submit the adverse determination for review; and



                    (e) A statement of the Claimant’s right to bring a civil
action under Section 502(a) of ERISA
following an adverse determination on review.



          B.
Claim Denial Review.




               1. If a claim has been wholly or partially denied, the Claimant may submit the claim for
review by the Committee. Any request for review of a claim must be made in writing to the
Committee no later than sixty (60) days (or within one hundred and eighty (180) days if the claim
involves a determination of a Claimant’s Disability) after the Claimant receives notification of
denial or, if no notification was provided, the date the claim is deemed denied. The Claimant or
his duly authorized representative may:



47









 





                    (a) Upon request and free of charge, be provided with reasonable
access to, and copies of,
relevant documents, records, and other information relevant to the Claimant’s claim; and



                    (b) Submit written comments, documents, records, and other
information relating to the claim.
The review of the claim determination shall take into account all comments, documents, records, and
other information submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial claim determination.



               2. The decision of the Committee shall be made within sixty (60) days (or within
forty-five
(45) days if the claim involves a determination of a Claimant’s Disability) after receipt of the
Claimant’s request for review, unless special circumstances (including, without limitation, the
need to hold a hearing) require an extension. In the event of special circumstances, the maximum
period in which a claim must be determined may be extended as follows:



                    (a) With respect to any claim, other than a claim that involves a
determination of a
Claimant’s Disability, the sixty (60) day period may be extended for a period of up to one hundred
twenty (120) days.



                    (b) With respect to a claim that involves a determination of a
Claimant’s Disability, the
forty-five (45) day period may be extended for a period of up forty-five (45) days.



                    If the sixty (60) day period (or forty-five (45) day period
where the claim involves a
determination of a Claimant’s Disability is extended, the Committee or its designee shall, within
sixty (60) days (or within forty-five (45) days if the claim involves a determination of a
Claimant’s Disability) of receipt of the claim for review, notify the Claimant in writing. The
written notice of extension shall indicate the special circumstances requiring the extension of
time and provide the date by which the Committee expects to make a determination with respect to
the claim upon review. If the extension is required due to the Claimant’s failure to submit
information necessary to decide the claim, the period for making the determination shall be tolled
from the date on which the extension notice is sent to the Claimant until the earlier of (i) the
date on which the Claimant responds to the Plan’s request for information, or (ii) expiration of
the forty-five (45) day period commencing on the date that the Claimant is notified that the
requested additional information must be provided. If notice of the denial of a claim is not
furnished within the required time period described herein, the claim shall be deemed denied as of
the last day of such period.



               3. If notice of the decision upon review is not furnished within the required time period
described herein, the claim on review shall be deemed denied as of the last day of such period.



48









 





               4. The Committee, in its sole discretion, may hold a hearing regarding the claim and require
the Claimant to attend. If a hearing is held, the Claimant shall be entitled to be represented by
counsel.



               5. The Committee’s decision upon review on the Claimant’s claim shall be communicated
to the
Claimant in writing. If the claim upon review is denied, the notice to the Claimant shall set
forth:



                    (a) The specific reason or reasons for the decision, with
references to the specific Plan
provisions on which the determination is based;



                    (b) A statement that the Claimant is entitled to receive, upon
request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant to the
claim; and



                    (c) A statement of the Claimant’s right to bring a civil
action under Section 502(a) of ERISA.



               6. Any review of a claim involving a determination of a Claimant’s Disability shall not
afford
deference to the initial adverse benefit determination and shall not be determined by any
individual who made the initial adverse benefit determination or a subordinate of such individual.
In deciding a review of any adverse benefit determination that is based in whole or in part on a
medical judgment, including determinations with regard to whether a particular treatment, drug, or
other item is experimental, investigational, or not medically necessary or appropriate, the
Committee shall consult with a health care professional who has appropriate training and experience
in the field of medicine involved in the medical judgment.



          C. All interpretations, determinations and decisions of the Committee with respect to any
claim, including without limitation the appeal of any claim, shall be made by the Committee, in its
sole discretion, based on the Plan and comments, documents, records, and other information
presented to it, and shall be final, conclusive and binding.




          D. The claims procedures set forth in this section are intended to comply with United States
Department of Labor Regulation § 2560.503-1 and should be construed in accordance with such
regulation. In no event shall it be interpreted as expanding the rights of Claimants beyond what is
required by United States Department of Labor Regulation § 2560.503-1.




     11.8 Exhaustion and Limitations Period. Claimants must follow the claims procedures described
in Section 11.7 before taking action in any other forum regarding a claim for benefits under the
Plan. Any suit or legal action initiated by a Claimant under the Plan must be brought by the
Claimant no later than one (1)-year following a final decision on the claim for benefits under
these claims procedures.




49









 







The one (1)-year statute of limitations on suits for benefits shall apply in any forum where a
Claimant initiates such suit or legal action. If a civil action is not filed within this period,
the Claimant’s benefit claim will be deemed permanently waived and abandoned, and the claimant will
be precluded from reasserting it.




     11.9 Failure to Supply Correct Information



          A. If a person claiming benefits under the Plan makes a false statement that is material to
such person’s claim for benefits, the Committee may adjust the benefits payable to the person or
require that the payments be returned to the Plan, or take any other action as the Committee deems
reasonable.




          B. Failure on the part of a Member to comply with a request by the Committee for information
or proof within a reasonable period of time is sufficient grounds for delay in the payment of any
benefits that may be due under the Plan until such information or proof is received by the
Committee.




     11.10 Any person or group of persons may serve in more than one fiduciary capacity under the
Plan.



     11.11 Electronic Administration. For purposes of the Plan, any forms, elections, loans,
regulations, rules, notices and disclosure of information may, to the extent permitted by the
Principal Company or the Committee and by applicable law, be made by paper, telephonic or
electronic means.



     11.11 Indemnification for Liability



          A. Indemnification by the Plan. To the extent permitted by applicable law and subject to the
limitations described in this Section 11.11A, each current and former member of the Committee and
of the Investment Committee, and each employee, officer, director, and agent of the Company, and
all persons formerly serving in such capacity (“Covered Persons”) are indemnified and saved
harmless by the Plan from and against any and all claims of liability arising in connection with
the exercise of their duties and responsibilities with respect to the Plan, including all expenses
reasonably incurred in the defense of such act or omission, unless (a) it is established by final
judgment of a court of competent jurisdiction that such act or omission involved a violation of
the duties imposed by Part 4 of Title I of ERISA or gross negligence or willful misconduct on the
part of such Covered Person; or (b) in the event of settlement or other disposition of a claim
involving the Plan, it is determined by written opinion of independent counsel that such act or
omission involved a violation of duties imposed by Part 4 of Title I of ERISA or gross negligence
or willful misconduct on





50









 







the part of such Covered Person.




          To the extent permitted by applicable law, all expenses (including reasonable attorneys fees
and disbursements), judgments, fines and amounts paid in settlement incurred by the Covered Person
in connection with any of the proceedings described above shall be paid from the Plan, provided
that (a) the Covered Person shall repay such advances to the Plan, with reasonable interest, if it
is established by a final judgment of a court of competent jurisdiction, or by a written opinion of
independent counsel, that the Covered Person violated Part 4 of Title I of ERISA, was grossly
negligent or engaged in willful misconduct, and (b) the Covered Person shall provide a bond, letter
of credit or make other appropriate arrangements for repayment of advances. Notwithstanding the
foregoing, no such advances shall be made in connection with any claim against the Covered Person
that is made by the Plan or Trustee, provided that upon the final disposition of such claim, the
expenses (including reasonable attorneys fees and disbursements), judgments, fines, and amounts
paid in settlement shall be reimbursed by the Plan to the extent provided above.




          The indemnification provided under this Section 11.11A applies only to claims and expenses
not actually covered by insurance.




          B. Indemnification by the Company. To the extent not covered by insurance or reimbursed by
the Plan as provided in Section 11.11A, the Company indemnifies each current and former member of
the Committee and of the Investment Committee, and each employee, officer, director, and agent of
the Company, and all persons formerly serving in such capacity, acting on behalf of the Plan,
against any and all liabilities or expenses, including all legal fees relating thereto, arising in
connection with the exercise of their duties and responsibilities with respect to the Plan,
provided however that the Company does not indemnify any person for liabilities or expenses due to
that person’s own gross negligence or willful misconduct.




51









 





ARTICLE 12

AMENDMENT OF THE PLAN




     12.1 A. The Compensation and Management Development Committee of the Board of Directors
(the “Board Committee”) of the Company by written resolution, may amend the Plan at any time and in
any respect.



          B. The Chief Executive Officer (“CEO”) or Senior Vice President, Human Resources (“SVP HR”)
may approve any written amendment (i) that is required by law or necessary or appropriate to
maintain the Plan as a plan meeting the requirements of Code section 401(a), retroactively if
necessary or appropriate, (ii) that is necessary to make clarifying changes or to correct a
drafting error, or (iii) that is reasonably expected, when aggregated with any other amendment or
amendments approved on the same date, to have an annual financial impact on the Company of $5
million or less if amended by the CEO, or $500,000 or less if amended by the SVP HR. The CEO or
SVP HR may not approve any amendment to this section 12.1(B).




     12.2 No amendment shall vest in any Company, directly or indirectly, any right, title or
interest in or to assets of the Plan, or any portion thereof. No assets of the Plan shall, by
reason of any amendment, be used for, or diverted to, purposes other than for the exclusive benefit
of Members, former Members, and their Beneficiaries. No amendment shall, without his consent,
reduce any accrued right or interest to which any Member, former Member, or Beneficiary is entitled
as of the date of such amendment, but this provision shall not be construed as preventing any
change in the Plan which lessens or restricts benefits or rights not actually accrued as of the
date of such amendment.



     12.3 In the discretion of the amending authority as specified in Section 12.1, any amendment
may be made effective as of a date prior to its execution.



52









 





ARTICLE 13

TERMINATION OF PARTICIPATION BY A COMPANY

AND TERMINATION OF THE PLAN




     13.1
A. It is the expectation of each Company that it will continue the Plan and the
payment of its contributions hereunder indefinitely; but continuation of the Plan is not assumed as
a contractual obligation of any Company, and the right is reserved by each Company at any time to
reduce, suspend or discontinue its contributions hereunder, and to terminate its participation in
the Plan in whole or in part. Except in the case of a termination in operation, the termination by
a Company of its participation in the Plan shall be evidenced by a written instrument executed by
the Company effective as of the date stated therein, and by a certified copy of a duly enacted
resolution of the board of directors of such Company authorizing such termination. Copies of such
instrument and of such resolution shall be delivered to the Committee and to the Trustee.
Participation of a Company in the Plan may be terminated in operation without formal notice.



          B. The right is also reserved by the Principal Company to terminate the Plan. Except in the
case of a termination in operation, termination of the Plan shall be evidenced by a written
instrument executed by the Principal Company effective as of the date stated therein, and by a
certified copy of a duly enacted resolution of the Board of Directors authorizing such
termination. Copies of such instrument and of such resolution shall be delivered to the Committee
and to the Trustee. The Plan may be terminated in operation without formal notice.




     13.2 If the Plan is terminated by a participating Company with respect to all or a designated
group of its Employees, then and in that event, from and after the termination date and with
respect to the group as to which the Plan is being terminated: (a) no contribution shall be made to
the Plan by the terminating Company or by its Employees, (b) no Employees of such group shall
become Members of the Plan, and (c) no further payments of benefits with respect to Members of such
group shall be made except in distribution of assets of the Plan as provided in Section 13.4. (The
term “Members” as used in this ARTICLE 13 includes, where appropriate, former Members and
Beneficiaries of such former Members.)



     13.3 Upon termination of a Company’s participation in the Plan in whole or in part, or upon
complete discontinuance of its contributions to the Plan, the right of each Employee of such
Company whose membership in the Plan is thereby terminated to his interest in the assets of the
Plan shall be and become nonforfeitable.



53









 





          Upon termination or partial termination of the Plan, or upon complete discontinuance of
contributions under the Plan, the amounts credited to the accounts of the Members shall be
nonforfeitable.




     13.4 A. Upon termination of a Company’s participation in the Plan, in whole or in part, or
upon termination of the Plan or complete discontinuance of all Company contributions thereto, as
above provided, the Investment Committee shall direct the Trustee to allocate and segregate the
portion of the assets of the Plan held for the benefit of those Members whose membership in the
Plan is being terminated. The Investment Committee may direct the Trustee to continue to hold such
assets, under the Plan, to convert such assets into cash, to distribute such assets or such cash to
such Members, or to transfer such portion, or all of the assets, as the case may be, to another
trust fund for the benefit of the Members as to whom the Plan is terminated, including, but not
limited to, a fund or trust under another savings plan of the terminating Company or of another
business organization.



          B. In the event that the termination of any Company’s participation in the Plan, or the
termination of the Plan, or the complete discontinuance of all Company contributions thereto, shall
not be accompanied by a termination of the Trust, then those assets allocated pursuant to Paragraph
A of this Section 13.4 which, at the direction of the Investment Committee, shall continue to be
held by the Trustee under the Plan, shall be distributed to Members and former Members in
accordance with the provisions of the Plan relating to distribution of withdrawals and distribution
on termination of employment.




          C. The Investment Committee shall, on termination of the Trust, and may, in its discretion, on
termination of a Company’s participation, termination of the Plan, or complete discontinuance of
all Company contributions thereto, direct the Trustee to distribute to each Member his interest in
the assets of the Plan then held by the Trustee.




     13.5 Any other provision to the contrary herein notwithstanding, no Member’s participation in
the Plan shall be deemed terminated if immediately following the termination of his employer’s
participation in the Plan, in whole or in part, such Member shall be employed by another Company.
In such event the interest of such Member in the Plan shall continue to be held by the Trustee
under the Plan to furnish benefits provided by the Plan.



     13.6 A. The participation of any Company in the Plan shall terminate upon the dissolution of
the Company.



             B. In the event of a merger, consolidation, or reorganization of any Company the
participation of such Company in the Plan shall continue unless the Company or any Successor
Company shall terminate such participation in the manner provided in Section 13.1A.




54









 








             C. In the event of any merger of the Plan or consolidation of the Plan with, or transfer
of assets or liabilities of the Plan to, any other plan, each Member (if either the Plan or the
other plan shall then be terminated) shall be entitled to receive a benefit immediately after the
merger, consolidation, or transfer, equal to or greater than the benefit he would have been
entitled to receive immediately before such merger, consolidation, or transfer if the Plan had then
been terminated.




     13.7 A. In the event that a Successor Company shall succeed any Company hereunder, provision
may be made by agreement between such Successor Company and the Principal Company for the transfer
of a portion of the assets of the Plan, allocable to Members who shall then be employed by the
Successor Company, to a trust under any savings plan adopted or to be adopted by such Successor
Company.



             B. In the event of such transfer, the Committee shall direct the Trustee to set aside assets
equal in value to that portion of the assets of the Plan determined pursuant to Paragraph A to be
allocable to Members employed by the Successor Company, and to deliver such assets to a trustee
designated by the Successor Company.




             C. In the event of such transfer, the Plan shall not be deemed terminated with respect to any
Member who shall participate in the Successor Company’s savings plan, provided, however, that in no
event shall any Member be deprived of any benefits under the Plan which shall have accrued to him
as of the effective date of the transfer.





55










 





ARTICLE 14

ADOPTION OF THE PLAN BY PARTICIPATING COMPANIES




     14.1 Any Participating Company may join in and become a party to the Plan, provided that:



          A. The Committee shall approve the admission of such Participating Company into the Plan; and




          B. Such Participating Company shall notify the Committee of its agreement: to adopt the Plan,
together with all amendments thereto then in effect; to be bound thereby as though it were an
original signatory thereto; and to be bound by any other terms and conditions which may be imposed
by the Committee, provided that the same shall not be inconsistent with the purposes and provisions
of the Plan.




     14.2 A Participating Company adopting the Plan shall file with the Committee such information
as may be required concerning its Employees who shall be eligible for membership in the Plan.



     14.3 Upon such Participating Company’s adopting the Plan it shall thereafter be deemed to be a
Company for all purposes hereof except as may be otherwise expressly provided herein.



     14.4 Notwithstanding the provisions of Section 14.1, any wholly owned subsidiary of the
Principal Company or of a Participating Company organized in the United States of America shall
automatically become a Participating Company on the date it adopts the Plan, unless the Committee
excludes such company from admission into the Plan.



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ARTICLE 15

PLAN INVESTMENTS




     15.1 The named fiduciary with respect to control or management of the assets of the
Plan shall be the Investment Committee. The CEO of the Principal Company shall appoint at least
three persons to serve on the Investment Committee. Any member of the Committee may resign by
delivering his or her written resignation to the CEO prior to the effective date of such
resignation. In addition, if a member of the Committee is an employee at the time of his or her
appointment, he or she will automatically cease to be a member of the Committee when his or her
employment with the Company terminates. The CEO may remove any member of the Committee by so
notifying the member and the other Committee members in writing prior to the effective date of such
removal. In the event a member of the Committee dies or is removed (automatically or by the CEO),
the CEO shall appoint a successor member. Until such time as a successor member’s appointment is
effective, the Committee shall continue to act with full power until the vacancy is filled.



     15.2 A. The Investment Committee shall have the authority to allocate, from time to time,
by a written instrument filed in its records, all or any part of its responsibilities under the
Plan to one or more of its members, including a subcommittee, as may be deemed advisable, and in
the same manner to revoke such allocation of responsibilities. In the exercise of
such allocated responsibilities, any action of the member or subcommittee to whom
responsibilities are allocated shall have the same force and effect for all purposes hereunder as
if such action had been taken by the Investment Committee. The Investment Committee shall not be
liable for any acts or omissions of such member or subcommittee. The member or subcommittee to
whom responsibilities have been allocated shall periodically report to the Investment Committee
concerning the discharge of the allocated responsibilities.



             B. The Investment Committee shall have the authority to delegate from time to time, by a
written instrument filed in its records, all or any part of its responsibilities under the Plan to
such person or persons as the Investment Committee may deem advisable (and may authorize such
person to delegate such responsibilities to such other person or persons as the Investment
Committee may authorize) and in the same manner to revoke any such delegation or responsibilities.
Any action of the delegate in the exercise of such delegated responsibilities shall have the same
force and effect for all purposes hereunder as if such action had been taken by the Investment
Committee. The Committee shall not be liable for any acts or omissions of any such delegate. The
delegate shall periodically report to the Investment Committee concerning the discharge of the




57









 







delegated responsibilities. The Investment Committee will periodically monitor the delegate to
verify that the delegation is prudent.




          C. Except where responsibilities have been allocated or delegated to another fiduciary, the
Investment Committee shall have the general responsibility for the management of the assets of the
Plan, including the specific responsibilities set forth in Section 15.3.




     15.3 The powers of the Investment Committee shall include, but not be limited to, the
following:



          A. To establish the a funding policy for the Plan consistent with the objectives of the Plan;




          B. To establish the Plan’s overall investment policy, including asset allocation,
investment policy statement or investment guidelines;




          C. To issue reports on the performance of the Plan’s investments;




          D. To appoint and remove a Trustee or Trustees (including one or more successor trustees) with
respect to a portion of or all of the assets of the Trust, including the power to enter into (and
amend or terminate) any agreement or agreements with a bank, trust company, or other institution
(including, in the Investment Committee’s discretion, the power to maintain (and amend or
terminate) any agreement entered into by the Principal Company on behalf of the Plan, or any such
agreement in effect under any Prior Plan), to hold and invest the contributions made under the
Plan;




          E. To direct such Trustee with respect to the investment and management (including the
exercise of any voting rights) of the Plan’s assets;




          F. To appoint, monitor, and remove one or more investment managers as defined in section 3(38)
of ERISA to manage, acquire and dispose of any portion of the Trust or an insurance company single
client or pooled separate account, including the exercise of any voting rights or any securities
managed by the investment manager.




     15.4 The Trustee shall vote, in person or by proxy, the shares of common stock of the HESS
CORPORATION held by the Trustee. Each Member shall be entitled to give instructions to the Trustee
with respect to voting the number of shares of such common stock, including any fractional share,
credited to his account in the Company Stock Fund, and the Trustee shall be obliged to follow such
instructions. Written notice of any meeting of stockholders of the HESS CORPORATION and a request
for instructions shall be given, at such time and in such manner as the Committee shall determine,
to each Member entitled to give such instructions. Shares held in the Company Stock Fund with
respect to which no instructions are received shall be voted by the Trustee in accordance with the
terms of the agreement with the Trustee. Records of the instructions given by individual Members
shall be



58









 




confidential and not disclosed to the Company by the Trustee.




     15.5 In the event a tender or exchange offer (within the meaning of the Securities Exchange
Act of 1934, as amended) is made by any potential acquirer in respect of all or a portion of the
outstanding shares of common stock of the HESS CORPORATION, each Member shall be entitled to
respond and give tender or exchange instructions to the Trustee regarding, among other things,
whether or not any such Member desires to tender or exchange all or a portion of the number of
shares of such common stock, including any fractional share, credited to his account in the Company
Stock Fund. The Trustee shall be obliged to follow such tender or exchange instructions and respond
in accordance therewith. Shares of common stock held in the Company Stock Fund with respect to
which no instructions are received shall not be tendered or exchanged by the Trustee to or with any
such potential acquirer. Written notice of any such tender or
exchange offer, and a copy of all of
the materials distributed to shareholders of the HESS CORPORATION in connection therewith, relating
to any such tender or exchange offer and the potential acquirer, shall be delivered in a timely
manner by the Trustee to each Member entitled hereunder to give tender or exchange instructions.
Records of the instructions given by individual Members shall be confidential and shall not be
disclosed, divulged or released by the Trustee (or any affiliates or employer of the Trustee) to
any person, including without limitation, the HESS CORPORATION, any affiliate of the HESS
CORPORATION, or any officer, director or employee of any such companies.



     15.6 Information relating to the purchase, holding, and sale of common stock of HESS
CORPORATION in the Company Stock Fund, and the exercise of voting, tender and similar rights with
respect to such securities by Members and beneficiaries, shall be maintained in accordance with
procedures which are designed to safeguard the confidentiality of such information, except to the
extent necessary to comply with federal or state laws not preempted by ERISA. The Investment
Committee is the fiduciary responsible for ensuring that said procedures are sufficient to
safeguard such information and that such procedures are being followed. If the Investment
Committee determines that any situations involve a potential for undue influence on Members or
beneficiaries by the Company with regard to the direct or indirect exercise of shareholder rights,
the Investment Committee shall appoint an independent fiduciary to carry out activities relating to
such situations. The independent fiduciary shall not be affiliated with the Company.



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ARTICLE 16

GENERAL PROVISIONS GOVERNING PAYMENT OF BENEFITS




     16.1 All benefits payable under the Plan shall be paid or provided for solely from the
assets of the Plan, and no Company assumes any liability or responsibility therefor. The
obligations of each Company, which are expressly stated to be noncontractual, are limited solely to
the making of contributions to the Trust Fund, as provided for in the Plan.



     16.2 In the event that any benefit hereunder becomes payable to a minor, or to a person under
legal disability, or to a person judicially declared incompetent, then the Committee shall direct
the same to be paid out by the Trustee in such of the following ways as the Committee may deem
best:



          A. Directly to such person.




          B. In the case of a minor, to the guardian or other person having the care and control of such
minor.




          C. To the legally appointed guardian or conservator of such person.




          D. To any institution maintaining or having the custody of such person in accordance with the
order of a court of competent jurisdiction.




     16.3 If at any time any doubt shall exist as to the identity of any person entitled to payment
of any benefit hereunder, or as to the amount or time of any such payment, or if the Committee is
unable to authorize payment of benefits to any person because his whereabouts cannot be
ascertained, the Committee shall certify such fact to the Trustee, and shall direct the Trustee to
hold the amount of benefit in trust until the Committee’s further order or until final order of a
court of competent jurisdiction.


In the event a Member or Beneficiary to whom payment of a benefit under the Plan is due
cannot be located, or has not presented benefit checks for payment within one year after Plan
distributions shall have been made to him, such benefit shall be treated as having been forfeited,
provided that if a claim therefor is subsequently made by, or on behalf of, such Member or
Beneficiary such benefit shall be reinstated. For the sole purpose of this Section, the term
Member or Beneficiary shall include a former member or beneficiary of the former Amerada Hess
Corporation Employees’ Stock Ownership Plan who could not be located by the former trustee of that
plan, and with respect to whom said trustee transferred unpaid amounts to the Plan.




     16.4 All benefits hereunder shall be payable at the office of the Trustee, unless otherwise
directed to the Trustee.



     16.5 In order to facilitate the administration of the Plan, benefits payable hereunder may be
paid by the Trustee directly or through an agent, including the Committee or one of its agents.



60









 





     16.6 Benefits payable under this Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, prior to actually being received by the person
entitled to the benefit under the terms of the Plan except in the case of a qualified domestic
relations order as defined in Code Section 414(p), or in the case of an offset of a Member’s
benefits against an amount that the Member is ordered or required to pay to the Plan as described
in Code Section 401(a)(13)(C), if (i) the order or requirement to pay arises (A) under a judgment
of conviction for a crime involving such Plan, (B) under a civil judgment (including a consent
order or decree) entered by a court in an action brought in connection with a violation (or alleged
violation) of part 4 of subtitle B of title I of ERISA, or (C) pursuant to a settlement agreement
between the Secretary of Labor and the participant, in connection with a violation (or alleged
violation) of part 4 of such subtitle by a fiduciary or any other person, and (ii) the judgment,
order, decree, or settlement agreement expressly provides for the offset of all or part of the
amount ordered or required to be paid to the Plan against the Member’s benefits provided under the
Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder, except in the case of a qualified
domestic relations order or in accordance with Code Section 401(a)(13)(C) shall be void. In the
case of a qualified domestic relations order, the portion of the participant’s interest in the Plan
designated for the benefit of the alternate payee shall be distributed to such alternate payee as
soon as practicable after the qualification of the order. If a portion of the alternate payee’s
interest in the Plan is derived from Company contributions or employer matching contributions made
to the HOVENSA Plan in which the participant is not vested, such portion shall not be distributed
to the alternate payee, but shall be retained in the alternate payee’s Plan account until vested or
forfeited, based on the status of the participant. Notwithstanding any other provisions of the
Plan, partial withdrawals, hardship withdrawals, loans and rollovers from other plans or from
rollover individual retirement accounts shall not be available to an alternate payee. The
Committee shall establish reasonable procedures to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders.



     16.7 This Section applies to distributions made on or after January 1, 1993. Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a distributee’s election under
this Section, a distributee may elect, at the time and in the manner prescribed by the Committee,
to have all or any portion of an eligible rollover distribution made directly to an eligible
retirement plan or plans specified by the distributee in a direct rollover. The following
definitions apply for the purposes of this Section 16.7.



61









 





          A. “Eligible rollover distribution” shall mean any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible rollover distribution does not
include:




               1. any distribution that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary,
or for a specified period of ten years or more;



               2. any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code;



               3. the portion of any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer securities); and



               4. any hardship withdrawal made in accordance with Section 8.3 on or after January 1, 1999.



          A portion of a distribution shall not fail to be an eligible rollover distribution merely
because the portion consists of after-tax employee contributions which are not includible in gross
income. However, such portion may be transferred only to an individual retirement account or
annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution
plan described in section 401(a) or 403(a) of the Code that agrees to separately account for
amounts so transferred, including separately accounting for the portion of such distribution which
is includible in gross income and the portion of such distribution which is not so includible.




          B. “Eligible retirement plan” shall mean an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, an annuity contract described in section
403(b) of the Code, a qualified trust described in Section 401(a) of the Code, or an eligible plan
under section 457(b) of the Code which is maintained by a state, political subdivision of a state,
or any agency or instrumentality of a state or political sub-division of a state and which agrees
to separately account for amounts transferred into such plan from this Plan, that accepts the
distributee’s eligible rollover distribution. The definition of eligible retirement plan shall also
apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is
the alternate payee under a qualified domestic relation order, as defined in section 414(p) of the
Code.




          C. “Distributee” shall include an Employee or former Employee. In addition, the
Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or
former spouse who is the alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are distributees with regard to the interest of the Spouse of former
spouse.




62









 








          D. “Direct rollover” shall mean a payment by the Plan to the eligible retirement plan
specified by the distributee.




     16.8 Withdrawal Procedures.



          A. An election to withdraw shall be made on a Withdrawal Authorization form or in a manner
prescribed by the Committee.




          B. All withdrawals shall be effective as of a Valuation Date.




          C. To be effective as of a particular Valuation Date the Withdrawal Authorization must be
received on behalf of the Committee not later than 4:00 PM Eastern Time on such Valuation Date;
otherwise, the withdrawal will be effective on the next following Valuation Date.




     16.9 Distribution of Withdrawals.



          A. Distribution of a withdrawal shall be made as soon as practicable after the Valuation Date
on which the withdrawal becomes effective.




          B. A complete withdrawal shall be distributed as follows:




               1. The Member’s interest in mutual funds in cash.



               2. The Member’s interest in the Company Stock Fund in whole shares of the HESS CORPORATION
common stock plus the cash equivalent of any fractional shares and any cash balance, except that
distributions made under Subparagraph 9.1B1 shall be made in cash, subject to the provisions of
subparagraph 4 of this Paragraph.



               3. The Member’s vested interest attributable to Company contributions in whole shares of the
HESS CORPORATION common stock, plus the cash equivalent of any fractional shares of any cash
balance, except that distributions made under Subparagraph 9.1B1 shall be made in cash, subject to
the provisions of subparagraph 4 of this paragraph.



               4. At the request of the Member, the Trustee shall distribute in cash the value of the total
number of shares of the HESS CORPORATION common stock that would be issued to the Member in
accordance with subparagraphs 2 and 3 of this Paragraph, or in the case of distributions made under
Subparagraph 9.1B1, at the request of the Member, the Trustee shall distribute the total number of
whole shares of the HESS CORPORATION common stock equivalent to the cash that would be paid to the
Member in accordance with subparagraphs 2 and 3 of this Paragraph, plus the remaining cash.



               5. The Committee shall establish such procedures as it shall deem necessary or desirable to
effectuate the distribution of cash or stock pursuant to the Member’s elections under subparagraph
4.



63









 





          C. A partial withdrawal shall be distributed in cash on a pro rata basis, to the extent
possible, in proportion to the amount of the Member’s contributions to each fund in which his
contributions are invested that are attributable to the after-tax contributions (or after-tax
contributions and elective Deferrals, if he is at least age 59 1/2 at the time of the withdrawal)
to be withdrawn on the Valuation Date on which the withdrawal becomes effective.




          D. A hardship distribution made under Section 8.3 which is less than the Member’s vested
account balance attributable to Elective Deferrals shall be distributed in cash on a pro rata
basis, to the extent possible, in proportion to the amount of the Member’s Elective Deferrals in
each fund in which his Elective Deferrals are invested on the Valuation Date on which the
withdrawal becomes effective.




     16.10 Distribution Requirements



          A. General Rules




               1. The requirements of this Section shall apply to any distribution of a Member’s interest and
will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified,
the provisions of this Section apply to calendar years beginning after December 31, 1984.



               2. All distributions required under this Section shall be determined and made in accordance
with the Proposed Income Tax Regulations under Section 401(a) (9) of the Code, including the
minimum distribution incidental benefit requirement of Section 1.401(a) (9)-2 of the Proposed
Income Tax Regulations. With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of
section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under section
401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the
contrary. This amendment shall continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under
section 401(a)(9) or such other date
as may be specified in guidance published by the Internal Revenue Service.



          B. Required Beginning Date




          The entire interest of a Member must begin to be distributed no later than the Member’s
required beginning date, as defined in Subparagraph 16.10D4.




          C. Death Distribution Provisions:




               1. If the Member dies after distribution of his or her interest has begun, the remaining
portion of such interest will continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Member’s death.



               2. If the Member dies before distribution of his or her interest begins,
distribution



64









 




of the Member’s entire interest shall be completed by December 31 of the calendar year containing
the fifth anniversary of the Member’s death except to the extent that an election is made to
receive distributions in accordance with (a) or (b) below:




                    (a) if any portion of the Member’s interest is payable to a designated Beneficiary,
distributions may be made over the life or over a period certain not greater than the life
expectancy of the designated Beneficiary commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Member died;



                    (b) if the designated Beneficiary is the Member’s surviving Spouse, the date distributions are
required to begin in accordance with (a) above shall not be earlier than the later of (1) December
31 of the calendar year immediately following the calendar in which the Member died and (2)
December 31 of the calendar year in which the Member would have attained age 70-1/2.



               If the Member has not made an election pursuant to this Subparagraph 2 by the time of his or
her death, the Member’s designated Beneficiary must elect the method of distribution no later than
the earlier of (1) December 31 of the calendar year in which distributions would be required to
begin under this Section, or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the Member. If the Member has no designated Beneficiary, or if
the designated Beneficiary does not elect a method of distribution, distribution of the Member’s
entire interest must be completed by December 31 of the calendar year containing the fifth
anniversary of the Member’s death.



               3. For purposes of Subparagraph 2 above, if the surviving Spouse dies after the Member, but
before payments to such Spouse begin, the provisions of Subparagraph 2, with the exception of
Subdivision (b) therein, shall be applied as if the surviving Spouse were the Member.



               4. For purposes of this Paragraph C, any amount paid to a child of the Member will be treated
as if it had been paid to the surviving Spouse if the amount becomes payable to the surviving
Spouse when the child reaches the age of majority.



               5. For the purposes of this Paragraph C, distribution of a Member’s interest is considered to
begin on the Member’s required beginning date (or, if Subparagraph 3 above is applicable, the date
distribution is required to begin to the surviving Spouse pursuant to Subparagraph 2 above).



          D. Definitions:




               1. Designated Beneficiary. The individual who is designated as the Beneficiary pursuant to
Section 1.9 of this Plan.



               2. Distribution calendar year. A calendar year for which a minimum distribution is required.
For distributions beginning before the Member’s death, the first distribution calendar year is
the calendar year immediately preceding the calendar year which contains the Member’s required



65









 




beginning date. For distributions beginning after the Member’s death, the first distribution
calendar year is the calendar year in which distributions are required to begin pursuant to
Paragraph C above.




               3. Member’s benefit:



                    (a) The account balance as of the last Valuation Date in the calendar year immediately
preceding the distribution year (valuation calendar year) increased by the amount of any
contributions or forfeitures allocated to the account balance as of dates in the valuation calendar
year after the Valuation Date and decreased by distributions made in the valuation calendar year
after the Valuation Date.



                    (b) Exception for second distribution calendar year. For the purposes of subdivision
(a) above, if any portion of the minimum distribution for the first distribution calendar year is
made in the second distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year shall be treated as if it
had been made in the immediately preceding distribution calendar year.



               4. Required beginning date.



                    (a) General rule. The required beginning date of a Member shall be determined in accordance
with (1) or (2) below:



                         (1) Non-5-percent owners. The required beginning date of a Member who is not a “5-percent
owner” (as defined in (b) below) is the first day of April of the calendar year following the
calendar year in which the later of retirement or attainment of age 70-1/2 occurs.



                         (2) 5-percent owners. The required beginning date of a Member who is a 5-percent owner during
any year beginning after December 31, 1979, is the first day of April following the later of:



                              (i) the calendar year in which the Member attains age 70-1/2,
or



                              (ii) the earlier of the calendar year with or within which
ends the Plan Year in which the Member becomes a 5-percent owner, or the calendar year in which the Member
retires.




                    (b) 5-percent owner. A Member is treated as a 5-percent owner for purposes of this Section if
such Member is a 5-percent owner as defined in Section 416(i) of the Code (determined in accordance
with Section 416 but without regard to whether the Plan is top-heavy) at any time during the Plan
Year ending with or within the calendar year in which such owner attains age 70-1/2 or any
subsequent Plan Year.



                    (c) Once distributions have begun to a 5-percent owner under this Section, they



66









 




must continue to be distributed, even if the Member ceases to be a 5-percent owner in a subsequent
year.




     16.11 Although the Code was amended to eliminate the requirement for commencement of benefit
distributions during continued employment to non-5-percent owners who attained age 70 1/2 in years
beginning after December 31, 1996, automatic distributions in the amounts that would have been
required under prior law will continue to be made under the Plan with respect to such Employees if
they attain age 70 1/2 before the Plan Year beginning after December 31,1999. This Section does
not apply to 5-percent owners as defined in subparagraph 16.10D4.



     16.12 Notwithstanding any provision of the Plan to the contrary, effective January 1, 2003,
with respect to distributions under the Plan made in calendar years beginning on or after January
1, 2003, the Plan shall apply the minimum distribution requirements of Code Section 401(a)(9) in
accordance with the final regulations under Code Section 401(a)(9) as set forth in Article 26
hereof.



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ARTICLE 17 

MISCELLANEOUS PROVISIONS




     17.1 The adoption and maintenance of the Plan shall not be deemed to constitute a
contract of employment or otherwise between any Company and any Employee or Member, or to be a
consideration for, or an inducement or condition of, any employment. Nothing contained herein shall
be deemed to give any Employee the right to be retained in the service of any Company or to
interfere with the right of any Company to discharge any Employee or Member at any time.



     17.2 The adoption of the Plan by any Company shall not create a joint venture or partnership
relation between it and any other Company, nor shall such action in any manner be construed as
having such effect. Any rights, duties, liabilities, and obligations assumed hereunder by each
Company, or imposed upon it under or as a result of the terms and provisions of the Plan, shall
relate to and affect such Company alone.



     17.3 Whenever any act provided for herein shall be at the discretion, or with the approval, of
a Company, the Board of Directors, the Committee, the Investment Committee, or any other person,
there shall be no discrimination in the taking of such action in favor of or against any Member or
group of Members similarly situated.



     17.4 No Member, or any other person claiming any benefits hereunder, shall have any right to
inspect the books and accounts of any Company or to obtain any information relating to the
financial affairs of any Company, or to inquire as to the method of determining the amount of any
Company contribution, except as provided by law.



     17.5 Each Company, the Committee, the Investment Committee, the Trustee, and any person or
persons involved in the administration of the Plan shall be entitled to rely upon any
certification, statement, or representation made or evidence furnished by an Employee, Member, or
other person with respect to any facts required to be determined under any of the provisions of the
Plan, and shall not be liable on account of the payment of any monies or the doing of any act or
failure to act in reliance thereon. Any such certification, statement, representation, or evidence,
upon being duly made or furnished, shall be conclusively binding upon such Employee, Member, or
other person but not upon any Company, the Committee, the Investment Committee, or any other person
or persons involved in the administration of the Plan. Nothing herein contained shall be
construed to prevent any of such parties from contesting any such certification, statement,
representation, or evidence or to relieve the Employee, Member, or other person from the duty of
submitting satisfactory proof of any such fact.



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     17.6 Any notice delivered or mailed to any person will be deemed properly given if delivered
or mailed, postage prepaid, to such person at his last post office address shown on the record of
the Company. Any notice or other communication from an Employee, Member or other person to the
Committee, the Plan recordkeeper or to any Company, shall be in such form as may be prescribed by
the Committee, and shall be properly given or filed if delivered or mailed, postage prepaid, to the
Committee or to the Company, as the case may be, at such address or in such a manner as may be
specified from time to time by the Committee, which may include telephone or
electronic communication.



     17.7 Each Company shall furnish in writing to the Committee, the Investment Committee, and to
the Trustee, at their request, such information as may be necessary or desirable in order that the
Committee and the Trustee may be able to carry out their duties hereunder; and the Committee and
the Trustee shall be entitled to rely upon such information as correct.



     17.8 In no event shall any part of the corpus or income of the Trust Fund hereunder (within
the taxable year or thereafter) be used for, or diverted to, purposes other than for the exclusive
benefit of the Members or their Beneficiaries. No assets of the Trust Fund shall revert to any
Company, provided, however, that any contribution made by a Company by a mistake of fact may be
returned to such Company within one year after the payment of the contribution.



     17.9 The Plan and the Trust incorporated herein by reference are intended to qualify as a
qualified stock bonus plan and a tax exempt trust, pursuant to the provisions of Sections 401(a)
and 501(a) of the Code, respectively. Any provision of this Plan that would cause the Plan to
fail to comply with the requirements for tax-qualified plans under the Code shall, to the extent
necessary to maintain the tax-qualified status of the Plan, be null and void ab initio and of no
force and effect, and the Plan shall be construed as if the provision had never been inserted in
the Plan.



     17.10 The contributions made by each Company pursuant to the Plan are intended to be
deductible under the provisions of Section 404 of the Code.



     17.11 The Plan shall be governed by, construed, administered, and regulated in all respects
under the laws of the State of New York to the extent that such laws are not preempted by ERISA.



     17.12 The titles to the Articles in the Plan are placed herein for convenience or reference
only, and in case of any conflicts, the text of this instrument, rather than such titles, shall
control.



     17.13 Wherever necessary or appropriate, the use herein of any gender shall be deemed to
include the other genders, and the use herein of either the singular or the plural shall be deemed
to include the other.



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     17.14 This instrument may be executed in any number of counterparts, each of which shall be
deemed to be the original, although the others shall not be produced.



     17.15 Notwithstanding any other provisions of the Plan to the contrary, in connection with the
assumption of Plan recordkeeping responsibilities by Fidelity Institutional Retirement
Services Company, no requests will be accepted for changes in Member contributions under Article 3,
changes in Members’ Investment Directions under Article 6, or In-Service Withdrawals, Hardship
Withdrawals, or Loans under Article 8, and there will be no distributions due to termination of
employment or membership under Article 9 from June 20, 1996 to September 4, 1996, and no rollover
amounts will be accepted from other plans under Article 20 during the month of July 1996.



     17.16 Notwithstanding any provision of this plan to the contrary, contributions, benefits and
service credit with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code. Loan repayments will be suspended under this plan as
permitted under Section 414(u)(4) of the Internal Revenue Code.



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ARTICLE 18

TOP-HEAVY PROVISIONS




     18.1 If the Plan is or becomes top-heavy in any Plan year beginning after December 31,
1983, the provisions of Sections 18.2 through 18.6 will supersede any conflicting provision in the
Plan.



     18.2 Definitions:



          A. 1. Key Employee: Any Employee or former employee (and the Beneficiaries of such
Employee) who at any time during the determination period was an officer of the Company, if such
individual’s annual compensation exceeds 50 percent of the dollar limitation under Code Section
415(c)(1)(A), an owner (or considered an owner under Code Section 318) of one of the ten largest
interests in the Company if such individual’s compensation exceeds 100 percent of such dollar
limitation, a 5-percent owner of the Company, or a 1-percent owner of the Company who has an annual
compensation of more than $150,000. The determination period is the Plan Year containing the
determination date and the 4 preceding Plan years. The determination of who is a key employee will
be made in accordance with Code Section 416(i)(1) and the regulations thereunder. For these
purposes, (i) no more than 50 Employees (or, if less, the greater of 3 or 10 percent of the
Employees) shall be treated as officers, and (ii), if 2 Employees have the same interest in the
Company, the Employee having greater annual compensation from the Company shall be treated as
having a larger interest.




               2. Solely for the purpose of determining if the Plan, or any other plan included in a required
aggregation group of which this Plan is a part, is top-heavy (within the meaning of Section 416(g)
of the Code) the accrued benefit of an Employee other than a key employee (within the meaning of
Section 416(i)(1) of the Code) shall be determined under (a) the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the Affiliated Companies, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate
permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code.



          B. Top-heavy plan: For any Plan Year beginning after December 31,1983, this Plan is top-heavy
if any of the following conditions exists:




               1. If the top-heavy ratio for this Plan exceeds 60 percent and this Plan is not part of any
required aggregation group or permissive aggregation group of plans.



               2. If this Plan is a part of a required aggregation group of plans but not part of a
permissive aggregation group and the top-heavy ratio for the group of plans exceeds 60 percent.



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               3. If this Plan is a part of a required aggregation group and part of a permissive
aggregation group of plans and the top-heavy ratio for the permissive aggregation group exceeds 60
percent.



          C. Top-heavy ratio:




               1. The top-heavy ratio shall be a fraction, the numerator of which is the sum of account
balances under all defined contribution plans of the Company for all key employees and the present
value of accrued benefits under all defined benefit plans of the Company for all key employees as
of the determination date, and the denominator of which is the sum of the account balances under
the defined contribution plans for all Members and the present value of accrued benefits under the
defined benefit plans for all Members as of the determination date. Both the numerator and
denominator of the top-heavy ratio shall be adjusted for any distribution of an account balance or
an accrued benefit made in the five-year period ending on the determination date and any
contribution due but unpaid as of the determination date.



               2. For purposes of subparagraph 1 above, the value of account balances and the present value
of accrued benefits will be determined as of the most recent valuation date that falls within or
ends with the 12-month period ending on the determination date. The account balances and accrued
benefits of a Member (i) who is not a key employee but who was a key employee in a prior year or
(ii) who has not received any compensation from any Company maintaining the Plan at any time during
the 5-year period ending on the determination date will be disregarded. The calculation of the
top-heavy ratio, and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Code Section 416 and the regulations thereunder.
Deductible employee contributions will not be taken into account for purposes of computing the
top-heavy ratio. When aggregating plans the value of account balances and accrued benefits will
be calculated with reference to the determination dates that fall within the same calendar year.



          D. Permissive aggregation group: The required aggregation group of plans plus any other plan
or plans of the Company which, when considered as a group with the required aggregation group,
would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.




          E. Required aggregation group: (1) Each Qualified Plan of the Company in which at least one
key employee participates, and (2) any other Qualified Plan of the Company which enables a plan
described in (1) to meet the requirements of Sections 401(a)(4) and 410 of the Code.




          F. Determination date: For any Plan year subsequent to the first Plan Year, the last day of
the preceding Plan Year. For the first Plan Year of the Plan, the last day of that year.




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          G. Present value: For purposes of establishing present value to compute the top-heavy
ratio, any benefit shall be discounted only for mortality and interest based on the following:




               1. Interest rates in use by the Pension Benefit Guaranty Corporation
as of the relevant valuation date.



               2. Mortality table: 1971 Group Annuity Male Mortality Table set back one year for males and
six years for females.



          H. Valuation Date: For purposes of computing the top-heavy ratio, the valuation date
shall be January 1 of each year for all defined benefit plans and December 31 of each year for all
defined contribution plans.




     18.3 Minimum Allocation.



          A. Except as otherwise provided in subparagraphs C and D below, the Company contributions and
forfeitures allocated on behalf of any Member who is not a key employee shall not be less than the
lesser of three percent of such Member’s Compensation or in the case where the Company’s defined
benefit plan does not designate this Plan to satisfy Section 401 of the Code, the largest
percentage of Company and Member contributions and forfeitures as a percentage of the key
employees’ Compensation, as limited by Section 401(a)(17) of the Code, allocated on behalf of any
key employee for that year. The minimum allocation is determined without regard to any Social
Security contribution. This minimum allocation shall be made even though, under other Plan
provisions, the Member would not otherwise be entitled to receive an allocation, or would have
received a lesser allocation in the year because of (i) the Member’s failure to complete 1,000
hours of Service (or any equivalent provided in the Plan), or (ii) the Member’s failure to make
Member contributions to the Plan, or (iii) Compensation less than a stated amount.




          B. For purposes of computing the minimum allocation, compensation shall mean all of each
Member’s W-2 earnings for the taxable year ending with or within the Plan Year, as limited by
Section
401(a) (17) of the Code.




          C. The provision in A above shall not apply to any Member who was not employed by the Company
on the last day of the Plan Year.




          D. The provision in A above shall not apply to any Member to the extent the Member is covered
under any other plan or plans of the Company and the Company has provided that the minimum
allocation or benefit requirement applicable to top-heavy plans will be met in the other plan.




          E. The minimum allocation required (to the extent required to be nonforfeitable under Section
416(b)) may not be forfeited under Section 411(a) (3) (B) or 411(a) (3) (D) of the Code.




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     18.4 Compensation Limitation



     For any Plan Year in which the Plan is top-heavy, only the first $150,000 (or such larger
amount as may be prescribed by the Secretary of the Treasury or his delegate) of a Member’s annual
Compensation shall be taken into account for purposes of determining benefits under the Plan,
except that for Plan Years beginning an or after January 1, 1994, only the OBRA ‘93 annual
compensation shall be taken into account.



     18.5 Minimum Vesting Schedules:



          A. The nonforfeitable interest of each Employee in his or her account balance
attributable to Company contributions shall be at least as favorable as the following:



20% vesting after 2 years of service.

40% vesting after 3 years of service.

60% vesting after 4 years of service.

80% vesting after 5 years of service.

100% vesting after 6 years of service.




          B. The minimum vesting schedule applies to all benefits within the meaning of Section
411(a)(7) of the Code except those attributable to Employee contributions, including benefits
accrued before the effective date of Section 416 and benefits accrued before the Plan became top-heavy. Further, no reduction in vested benefits may occur in the event the Plan’s status as
top-heavy changes for any Plan Year. However, this Section does not apply to the account balances
of any Employee who does not have an hour of Service after the Plan has initially become top-heavy,
and such Employee’s account balance attributable to Company contributions and forfeitures will be
determined without regard to this Section.




          C. In the event of a change in the vesting schedule, the following rules shall apply:




               1. In the case of an Employee who is a Member on



                    (a) The date the amendment is adopted,



or




                    (b) The date the amendment is effective, if later, the nonforfeitable percentage (determined
as of such date) of such Employee’s right to the Company-derived accrued benefit shall not be less
than his percentage computed under the Plan without regard to such amendment.



               2. Each Member whose nonforfeitable percentage of his accrued benefit derived from Company
contributions is determined under such schedule and who has completed at least 3 years of Service
with the Company, may elect, during the election period, to have the nonforfeitable percentage of
his accrued benefit derived from Company contributions determined without regard to



74









 




such amendment. Notwithstanding the preceding sentence there shall be no election for any Member
whose nonforfeitable percentage under the Plan, as amended, at any time cannot be less than such
percentage determined without regard to such amendment.




               3. For purposes of subparagraph 2 the election period under the Plan shall begin
no later than the date the Plan amendment is adopted and shall end no earlier than the latest of
the following dates:



                    (i) The date which is 60 days after the day the Plan amendment is adopted,



                    (ii) The date which is 60 days after the day the Plan amendment becomes
effective, or



                    (iii) The date which is 60 days after the Participant is issued written notice of
the Plan amendment by the Company or Plan Administrator.



     18.6 Adjustment in Section 415 Limits.



     For purposes of this Article the reference to 125% in paragraphs B and C of Section 4.5 is
changed to 100%.



     18.7 The top-heavy requirements of section 416 of the Code and Article 18 of the Plan shall
not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a
cash or deferred arrangement which meets the requirements of section 401(k)(12) of the Code and
matching contributions with respect to which the requirements of section 401(m)(11) of the Code are
met.




75










 





ARTICLE 19 

CASH OR DEFERRED ARRANGEMENT




     19.1 Elective Deferrals-Contribution Limitation



          No Member shall be permitted to have Elective Deferrals made under the Plan, or any other
Qualified Plan maintained by the Company, during any taxable year, in excess of the dollar
limitation contained in Section 402(g) of the Code in effect at the beginning of such taxable year,
except in the case of catch-up contributions as described in Section 3.1. For the purposes of this
Section 19.1, Elective Deferrals shall include elective deferrals made in accordance with the terms
of the HOVENSA Plan.




     19.2 Distribution of Excess Elective Deferrals



          A Member may assign to this Plan any Excess Elective Deferrals made during a taxable year of
the Member by notifying the Committee in writing on or before February 15 of the following year of
the amount of the Excess Elective Deferrals to be assigned to the Plan. A Member is deemed to
notify the Committee of any Excess Deferrals that arise by taking into account only those Elective
Deferrals made to this Plan or any other plans of the Company.




          Notwithstanding any other provision of the Plan, Excess Elective Deferrals, plus any income
and minus any loss allocable thereto (as determined pursuant to Section 1.24), shall be
distributed no later than April 15 to any Member to whose account Excess Elective Deferrals were
assigned for the preceding year and who claims Excess Elective Deferrals for such taxable year.




     19.3 Matching Contributions



          The Company will make Matching Contributions to the Plan on behalf of all Members who make
Elective Deferrals. The Company shall contribute and allocate to each Member’s Matching
Contribution account an amount equal to:




          100 percent of the Member’s Elective Deferrals to a maximum of 6% of each Member’s
Compensation determined without regard to reductions under Code Sections 125 or 401 (k).




     19.4 Vesting of Matching Contributions



          Matching Contributions shall be vested in accordance with Article 7. In any event, Matching
Contributions shall be fully vested at normal retirement age (attainment of age 65 or the fifth
anniversary of commencement of participation in the Plan, if later), upon the complete or partial
termination of the Plan, or upon the complete discontinuance of Company contributions.




     19.5 Nonforfeitability and Vesting



          The Member’s accrued benefit derived from Elective Deferrals and Employee Contributions





76









 








is nonforfeitable. Separate accounts for Elective Deferrals, Employee Contributions,
Matching Contributions, and employer matching contributions to the HOVENSA Plan and the Merit Plan
transferred to the Plan will be maintained for each Member. Each account will be credited with
the applicable contributions and earnings thereon.



     19.6 Safe Harbor CODA



          A. Rules of Application




               1. The Company has elected the Safe Harbor CODA option for Plan Years beginning on or after
January 1, 2002. The provisions of this Section shall apply for the Plan Year and any provisions
relating to the ADP test described in section 401(k)(3) of the Code or the ACP test described in
section 401(m)(2) of the Code do not apply.



               2. To the extent that any other provision of the Plan is inconsistent with the provisions of
this Section, the provisions of this Section govern.



          B. Definitions




               1. “ACP Test Safe Harbor” is the method described in Paragraph D of this Section
for
satisfying the ACP test of section 401 (m)(2) of the Code.



               2. “ACP Test Safe Harbor Matching Contributions” are Matching Contributions described
in
Paragraph D of this Section.



               3. “ADP Test Safe Harbor” is the method described in Paragraph C of this Section
for
satisfying the ADP test of section 401(k)(3) of the Code.



               4. “ADP Test Safe Harbor Contributions” are Matching Contributions and
nonelective
contributions described in Subparagraph C.1 of this Section.



               5. “Compensation” is defined in Section 1.16 of the Plan, except, for purposes
of this
Section, no dollar limit, other than the limit imposed by section 401(a)(17) of the Code, applies
to the compensation of a Non-highly Compensated Employee. However, solely for purposes of
determining the compensation subject to a participant’s deferral election, the Company may use an
alternative definition to the one described in the preceding sentence, provided such alternative
definition is a reasonable definition within the meaning of section 1.414(s)-1(d)(2) of the
regulations and permits each participant to elect sufficient Elective Deferrals to receive the
maximum amount of Matching Contributions (determined using the definition of compensation described
in the preceding sentence) available to the participant under the Plan.



               6. “Rate of Elective Contributions” means the ratio of an Eligible Employee’s
Elective
Deferrals under the Plan for a Plan Year to such Employee’s Compensation for that Plan Year.



               7. “Rate of Matching Contributions” means the ratio of Matching Contributions on



77









 





behalf of an Eligible Employee under the Plan for a Plan Year to such Employee’s Elective
Contributions for that Plan Year.



               8. “Eligible Employee” means an Employee eligible to make Elective Deferrals under
the plan
for any part of the Plan Year or who would be eligible to make Elective Deferrals but for a
suspension due to statutory limitations, such as sections 402(g) and 415 of the Code.



               9. “Matching Contributions” are contributions made by the Company on account of an
Eligible
Employee’s Elective Deferrals.



          C. ADP Test Safe Harbor




               1. ADP Test Safe Harbor Contributions



                    a. The Company will make Matching Contributions to the account of
each Eligible Employee in an
amount equal to the Employee’s Elective Deferrals that do not exceed 6% of the Employee’s
Compensation for the Plan Year. Such contributions shall be made separately with respect to each
payroll period (or with respect to all payroll periods ending with or within each month) taken into
account under the arrangement for the Plan Year. However, if a Member contributes more than 6% of
his Compensation and reaches the limitation on Elective Deferrals specified in Section 19.1 before
the end of a Plan Year, the Company will continue to make Matching Contributions on his behalf
until the earliest to occur of the date of the Member’s withdrawal from the Plan under Section 8.1
or 8.2, the date of his separation from service with the Company, the date the total Company match
for the Plan Year equals the Member’s Elective Deferrals for the Plan Year, and the end of the Plan
Year.



                    b. The Company shall make the ADP Test Safe Harbor Contributions
to this Plan.



                    c. The Member’s accrued benefit derived from ADP Test Safe
Harbor Contributions is
nonforfeitable and may not be distributed earlier than separation from service, death, disability,
an event described in section 401(k)(10) of the Code, or the attainment of age 59-1/2. In
addition, such contributions must satisfy the ADP Test Safe Harbor without regard to permitted
disparity under section 401 (I).



                    d. At any Rate of Elective Contributions, the rate of Matching
Contributions that would apply
with respect to any Highly Compensated Employee who is an Eligible Employee shall not be greater
than the Rate of Matching Contributions that would apply with respect to any non-highly compensated
Eligible Employee who has the same rate of Elective Contributions.



               2. Notice Requirement



               At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the
Company will provide each Eligible Employee a comprehensive notice of the Employee’s rights and



78









 





obligations under the Plan, written in a manner calculated to be understood by the average
Eligible Employee. If an Employee becomes eligible after the 90th day before the beginning of the
Plan Year and does not receive the notice for that reason, the notice must be provided no more than
90 days before the Employee becomes eligible but not later than the date the Employee becomes
eligible.



               3. Election Periods



               In addition to any other election periods provided under the Plan, each Eligible Employee may
make or modify a deferral election during the 30-day period immediately following receipt of the
notice described in Subparagraph 2 above.



          D. AGP Test Safe Harbor




          No ACP Test Safe Harbor Matching Contributions are required in order to satisfy the
requirements for a safe harbor CODA.





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ARTICLE 20
 ROLLOVER AMOUNTS FROM OTHER PLANS




     20.1 A Member of the Plan, may, after submission of a request on a form or in a manner
prescribed by the Committee, roll over to the Trustee all or a portion of the fair market value of
—



          A. an Eligible Rollover Distribution (as described in Section 16.7), or




          B. an Individual Retirement Account derived from an Eligible Rollover Distribution, plus
earnings thereon.




          The rollover shall be effective on the earliest practicable Valuation Date following the later
of receipt of the request on behalf of the Committee and receipt of the rolled-over funds by the
Trustee.




          The Plan will not accept a Member rollover contribution of the portion of a distribution from
an individual retirement account or annuity described in section 408(a) or 408(b) of the Code that
is eligible to be rolled over.




     20.2 The Committee shall establish such procedures, and may require such information from an
Employee desiring to make a rollover described in Section 20.1, as it deems necessary or desirable
to determine that the proposed rollover will meet the requirements of this Article.



     20.3 The amount transferred shall be 100 percent vested in the Member and shall be invested as
provided in Section 5.1A, but shall not be considered a Member’s contribution for purposes of
Sections 3.1,4.1, or 8.2.



     20.4 An Employee may elect to withdraw all or part of his total interest in the Plan derived
from the amount rolled-over into the Plan. A request for such a withdrawal shall be made on a form
or in a manner prescribed by the Committee. Such withdrawal shall be effective on the earliest
practicable Valuation Date following receipt of the form on behalf of the Committee. Such a
withdrawal shall have no effect on the Employee’s membership in the Plan.



     20.5 Amounts transferred from the Retail Operations Plan or the HOVENSA Plan constituting
rollover amounts to those plans made in accordance with the comparable provisions of the Retail
Operations Plan or the HOVENSA Plan will be treated in the manner described above.



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ARTICLE 21
 PICK KWIK PLAN ACCOUNTS




     21.1
The Pick Kwik Plan shall be merged into the Plan on December 
31, 1997, and the
accounts of all Pick Kwik Plan Participants shall be transferred to the Trustee as soon as
practicable thereafter, including contributions and loan repayments for the month of December 1997.
The sum of the account balances of the Pick Kwik Plan and of the Plan shall equal the fair market
value (as of the date of the merger) of the combined plan assets; the assets of the Pick Kwik Plan
and the Plan shall be combined to form the assets of the Plan as merged; and immediately after the
merger, each participant in the Plan as merged shall have an account balance equal to the sum of
the account balances the participant had in the Pick Kwik Plan and the Plan immediately prior to
merger.



     21.2 A. Each Pick Kwik Plan Participant shall be fully vested in the value of the assets in
his account transferred to the Plan from the Pick Kwik Plan on the date of the merger, and shall
become a Member of the Plan on that date.



            B. The Member contributions of each Pick Kwik Plan Participant designated under the terms of
the Pick Kwik Plan shall be deemed to be an election under the Plan until changed by the Member in
accordance with Section 3.2.




            C. The balance of any loan made to a Member from the Pick Kwik Plan which shall be outstanding
on the date of the merger shall be deemed to a loan made under the Plan and shall be repaid to the
Plan in accordance with the terms of such loan.




            D. Until the individual participant records have been updated by the Pick Kwik Plan trustee as
of the date of the merger and these records have been transferred to the Trustee’s recordkeeping
system, no requests will be accepted for changes in Members’ Investment Directions under Paragraph
6.3B with respect to amounts previously invested or In-Service Withdrawals or Loans under Article
8, and there will be no distributions due to termination of employment or membership under Article
9. The opportunity to make elections under Paragraph 6.3A with respect to amounts to be invested in
the future will be available during the month of January 1998.




            E. Any beneficiary designation and related consent of spouse in effect under the terms of the
Pick Kwik Plan at the time of the transfer to the Plan shall be deemed to be effective under the
Plan until changed by the Member in accordance with Section 1.9.




     21.3 Assets transferred from the Pick Kwik Plan shall be recorded separately from the other
assets of the Plan and shall be subject to the following special rules, notwithstanding any other
provisions of the Plan to the contrary.



81









 





          A. The initial investment of accounts transferred to the Plan shall be based on the
funds in which the transferred assets were invested in the Pick Kwik Plan.




          B. The initial Investment Direction with respect to Member contributions made after the date
of the merger shall be based on the funds in which the transferred assets were invested in the Pick
Kwik Plan as shown in Paragraph A above, and Company contributions made prior to October 1, 2006 to
the Plan shall be invested in the Company Stock Fund.




          C. When the recordkeeping requirements of Paragraph D of Section 21.2 have been satisfied, the
assets transferred from the Pick Kwik Plan derived from participant contributions will be invested
in accordance with the Member’s then current Investment Direction. Unless and until such
Investment Direction is received, said assets will be invested as described in Paragraph A of this
Section.




          D. Only funds derived from the Thrift Contribution and Employer Thrift Contributions Accounts
of the Pick Kwik Plan shall be subject to In-Service Withdrawal provisions under Article 8.




          E. No hardship withdrawals shall be allowed.




     21.4 The following special rules shall apply to Pick Kwik Plan Participants in addition
to the other provisions of the Plan.



          A. Definitions




               1. Account: “Account” shall mean all funds invested under the terms of the
Plan by or
on behalf of a Member, including, but not limited to, the assets transferred from the Pick Kwik
Plan.



               2. Annuity Starting Date: “Annuity Starting Date” shall mean (a) the
first day of the
first period for which an amount is payable as an annuity under the Plan; or (b) in the case of a
benefit not payable as an annuity, the first day on which all events have occurred that entitle the
Member to that benefit under the Plan.



               3. Eligible Spouse: “Eligible Spouse” shall mean a Member’s husband or
wife.



               4. Qualified Joint and Survivor Annuity: “Qualified Joint and Survivor
Annuity”
shall mean (a) in the case of a Member who has an Eligible Spouse, an annuity for the life of the
Member with a survivor annuity for the life of his spouse that is 50% of the amount of the annuity
payable during the joint lives of the member and his spouse; provided, however, that such annuity
shall be the actuarial equivalent of the benefit that would otherwise be paid to the Member; and
(b) in the case of any other Member, an annuity for the life of the Member.



               5. Qualified Preretirement Survivor Annuity: “Qualified Preretirement Survivor
Annuity” shall mean a survivor annuity for the life of the surviving Eligible Spouse of the Member
equal



82









 





to 100% of the value of the Member’s Account and that begins within a reasonable time
following the death of the Member. The Qualified Preretirement Survivor Annuity shall
proportionately represent Employer and Employee contributions.



          B. Qualified Joint and Survivor Annuity.




               1. In the case of a vested Member who is living on his Annuity Starting Date, any benefit due
to a voluntary complete withdrawal under Article 8, or termination of employment or membership
under Article 9 shall be paid in the form having the effect of a Qualified Joint and Survivor
Annuity, unless the Member elects in writing not to take a Qualified Joint and Survivor Annuity.
For purposes of this paragraph, a Member vested only in Employee contributions will be deemed a
vested Member.



               2. Any such election shall be invalid and shall not take effect unless:



                    (a) it is made by the Member and received by or on behalf of the
Committee during the 90-day
period ending on the Annuity Starting Date; and



                    (b) in the case of Member who has an Eligible Spouse, the
Eligible Spouse consents or has
consented in writing to the Member’s election not to take the Qualified Joint and Survivor Annuity,
such consent acknowledges the effect of such election and such consent is witnessed by a
representative of the Plan or a notary public; or the Member or his Beneficiary establishes to the
satisfaction of the Committee that the consent otherwise required may not be obtained because there
is no Eligible Spouse, because the Eligible Spouse cannot be located or because of such other
circumstances as may be prescribed by the Secretary of the Treasury. Any consent by an Eligible
Spouse shall only be effective with respect to such spouse. A spouse’s consent may be either a
restricted consent (which may not be changed as to either the Beneficiary or the form of payment
unless the spouse consents to such change in the manner described herein) or a blanket consent
(which acknowledges that the spouse has the right to limit consent only to a specific Beneficiary
or a specific form of payment, and that the spouse voluntarily elects to relinquish one or both of
such rights).



               3. At least 30 days, but no more than 90 days, before the Annuity Starting Date, a
Member
shall be provided a form for the purpose of making the appropriate elections under the foregoing
provisions of this paragraph B. Accompanying such election form shall be a written explanation of
(a) the terms and conditions of a Qualified Joint and Survivor Annuity; (b) the Member’s right to
make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of
benefit; (c) the material features, and an explanation of the relative values of, the optional
forms of benefit available under the Plan; (d) the rights of a Member’s spouse; and (e) the right
to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and
Survivor Annuity.



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Once an election is made, it may be revoked in writing. Thereafter, another election may be
made; provided, however, that the new election is received by the Administrator prior to the date
on which payment of benefits commences and the other provisions of this paragraph B are met with
respect to such new election.



               4. If benefits are paid under the Plan in a form having the effect of a Qualified Joint and
Survivor Annuity, the Committee may, in its discretion, purchase and distribute a
nontransferable and nonrefundable annuity contract that provides such benefits; provided, however,
that the terms of any such annuity contract (deferred or otherwise) shall comply with the
requirements of this Plan.



               5. For purposes of determining the amount of a Qualified Joint and Survivor Annuity, the
Account balance of a Member shall be reduced by any security interests held by the Plan by reason
of a loan outstanding to the Member at the time of payment, if such security interest is to be
treated as payment in satisfaction of a loan under the Plan.



          C. Qualified Preretirement Survivor Annuity.




               1. If a vested Member dies before his Annuity Starting Date and has an Eligible Spouse on the
date of his death, any death benefit provided under the Plan shall be paid in the form having the
effect of a Qualified Preretirement Survivor Annuity. For purposes of this paragraph, a Member
vested only in Employee contributions will be deemed a vested Member.



               2. If the Member’s death benefit is payable to his Eligible Spouse as a Qualified
Preretirement Survivor Annuity under subparagraph 1, the Eligible Spouse may waive the annuity form
of benefit after the Member’s death and select an optional form of benefit as provided in Paragraph
E.



               3. If benefits are paid under the Plan in a form having the effect of a Qualified
Preretirement Survivor Annuity, the Committee may, in its discretion, purchase and distribute a
nontransferable and nonrefundable annuity contract that provides such benefits; provided, however,
that the terms of any such annuity contract (deferred or otherwise) shall comply with the
requirements of this Plan.



               4. For purposes of determining the amount of a Qualified Preretirement Survivor Annuity, the
Account balance of a Member shall be reduced by any security interest held by the Plan by reason of
a loan outstanding to the Member at the time of death, if such security interest is to be treated
as payment in satisfaction of the loan under the Plan.



          D. Lump Sum Payment. Notwithstanding Paragraphs B and C of this Section 21.4, any benefit
provided under the Plan that is not more than $5,000 shall be paid in the form of a lump sum.




          E. Alternative Methods of Payment.





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               1. In the case of any Member to whom the provisions of paragraphs B, C and D of this
Section 21.4 do not apply, the manner of payment of his distribution or death benefit shall be
determined by such Member, or, in case such Member has died, his Beneficiary or Beneficiaries. The
options are:



                    (a) Option A — Such amount shall be paid or applied in
annual installments as nearly equal as
practicable; provided, however, that no annual payment shall be less than $100; and provided,
further, that the Member or his Beneficiary may elect to accelerate the payment of any part or all
of the unpaid installments or to provide that the unpaid balance shall be used for the benefit of
the Member or his Beneficiary under Option B. In the event this option is selected, the portion
of the Account of a Member, or, in case such Member is dead, of his Beneficiary or Beneficiaries,
that is not needed to make annual payments during the then current Plan Year shall remain a part of
the Plan assets. Installments shall be made as follows:



                         (i) In the case of a retirement,
disability or termination benefit,
in no
event shall payments under this Option A extend beyond the life expectancy of the Member or the
joint life expectancy of the Member and his Beneficiary. If the Member dies before receiving the
entire amount payable to him, the balance shall be paid to his Beneficiary; in each case the
balance shall be distributed at least as rapidly as under the method being used prior to the
Member’s death.



                         (ii) In the case of a death
benefit, payment under this Option A



                              (A) to the designated Beneficiary shall begin within one
year
following the Member’s death (unless the Beneficiary is the Member’s surviving spouse, in which
case such benefit shall begin no later than the date the Member would have reached age 70-1/2) and
shall not, in any event, extend beyond the life expectancy of the designated Beneficiary; or



                              (B) to any other Beneficiary shall be totally distributed
within five years from the date of
the Member’s death.



                    (b) Option B — Such amount shall be paid in a lump sum.



               2. The Member (or his spouse) shall be permitted to elect whether life expectancies
will be recalculated for purposes of distributions hereunder. Such election must be made by the
Member (or his spouse) no later than the date that distributions are required to commence
pursuant to Section 401(a)(9) of the Code. If the Member (or his spouse) fails to make such
election, life expectancies shall not be recalculated.



               3. Notwithstanding the foregoing, payments under any of the options described in this
paragraph shall satisfy the incidental death benefit requirements and all other applicable
provisions



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of Section 401(a)(9) of the Code, the regulations issued thereunder, and such other rules
thereunder as may be prescribed by the Commissioner.



     21.5 The Qualified Joint and Survivor Annuity and Qualified Preretirement Survivor Annuity
shall not be available to a Member who receives a complete distribution of his vested interest from
the Plan, including amounts attributable to Company contributions, and subsequently resumes
membership in the Plan.



     21.6 Sections 21.4 and 21.5 shall be deleted in their entirety on the later of November 1,
2001, or 90 days after the date on which the Pick Kwik Plan Participants are provided with a
summary of material modifications reflecting the elimination of all optional forms of benefits
except the complete distribution of their vested interest in the Plan in a single sum as specified
in Articles 8 and 9, said single sum being otherwise identical to the optional forms of benefit
that are being eliminated.



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ARTICLE 22
 COORDINATION WITH RETAIL OPERATIONS PLAN




     22.1 The Retail Operations Plan shall be established on January 1, 1998, and the
accounts of all Plan Members employed in Company-operated gasoline stations or convenience stores
shall be transferred to that plan as soon as practicable thereafter, including contributions and
loan repayments for the month of December 1997, and the accounts of Members whose employment has
terminated if their distributions are not processed in December 1997. The sum of the account
balances of the Retail Operations Plan and of the Plan shall equal the fair market value (as of the
date of the spinoff) of the combined plan assets; and immediately after the spinoff, the assets in
each of the plans shall equal the sum of the account balances for all of the Members in that plan.



     22.2 Notwithstanding any other provisions of the Plan to the contrary, in connection with the
establishment of the Retail Operations Plan, no requests will be accepted from employees in
Company-operated gasoline stations or convenience stores for changes in Member contributions under
Article 3, changes in Members’ Investment Directions under Article 6, In-Service Withdrawals under
Article 8, or Loans under Article 8 after December 19, 1997, no requests for Hardship Withdrawals
under Article 8 will be accepted after December 15, 1997, and distributions due to termination of
employment or membership under Article 9 which have not been processed by December 19, 1997, will
be made from the Retail Operations Plan.



     22.3 The accounts of any Members of the Plan who subsequently become eligible for
participation in the Retail Operations Plan will be handled in the manner described in Section 9.4.



     22.4 The account of any member of the Retail Operations Plan who becomes eligible for
participation in the Plan shall be transferred to the Plan as soon as practicable thereafter.
Such an individual shall become a Member of the Plan without further action, all accrued rights and
interests of such Member as of the date of such transfer shall be preserved under the Plan, and in
no event shall such Member be deprived of any benefits under the Retail Operations Plan which shall
have accrued to him as of the effective date of the transfer. The following special rules shall
apply to such a transferred Member.



          A. The Member contributions of each transferred Member designated under the terms of the
Retail Operations Plan shall be deemed to be an election under the Plan until changed by the
Member in accordance with Section 3.2.




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          B. The Investment Direction of each transferred Member shall be deemed to be the same as his
election under the terms of the Retail Operations Plan until changed by the member in accordance
Section 6.3.




          C. Any suspension of member contributions in effect under the terms of the Retail Operations
Plan at the time of the transfer to the Plan shall be deemed to be effective in accordance with
Sections 3.4 and 3.5.




          D. Any loan made to a Member from the Retail Operations Plan shall be deemed to have been made
under the Plan and the outstanding balance shall be repaid to the Plan in accordance with the terms
of such loan.




          E. Any beneficiary designation and related consent of spouse in effect under the terms of the
Retail Operations Plan at the time of the transfer to the Plan shall be deemed to be effective
under the Plan until changed by the Member in accordance with Section 1.9.




          F. The interest of the transferred Member in the assets of the Plan derived from Company
contributions to the Retail Plan shall be vested upon transfer to the Plan, even if such assets
were not vested under the terms of the Retail Plan.




     22.5 Notwithstanding any provisions of the Plan to the contrary, it is the intention of this
Article 22 to coordinate all of the provisions of the Plan with those of the Retail Operations Plan
to enable the two plans to operate together to provide benefits as though they were one.
Notwithstanding any provisions of the Plan to the contrary, the Plan is to be interpreted to
achieve this objective.



     22.6 Effective as of October 1, 2006, the Retail Operations Plan is merged into the Plan, and
all participants of the Retail Operations Plan shall become Members of the Plan as of that date.
The provisions of Section 22.4 shall apply to all former participants of the Retail Operations Plan
who became Members as of that date.



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ARTICLE 23
 COORDINATION WITH HOVENSA PLAN




     23.1 The HOVENSA Plan shall be established on November 1, 1998, and the accounts of all
Plan Members employed by HESS OIL VIRGIN ISLANDS CORP. who become employees of HOVENSA on or about
that date, shall be transferred to that plan on the Transfer Date, including contributions and loan
repayments for the month immediately preceding the Transfer Date, and the accounts of Members whose
employment has terminated if their distributions are not processed by the Transfer Date. The sum of
the account balances of the HOVENSA Plan and of the Plan shall equal the fair market value (as of
the date of the Transfer Date) of the combined plan assets; and immediately after the Transfer
Date, the assets in each of the plans shall equal the sum of the account balances for all of the
members in that plan.



     23.2 Notwithstanding any other provisions of the Plan to the contrary, in connection with the
transfer of assets to the HOVENSA Plan and the creation of the necessary records by Fidelity
Institutional Retirement Services Company, no requests will be accepted from Members employed by
HOVENSA for changes in Member contributions under Article 3, changes in Members’ Investment
Directions under Article 6, In-Service Withdrawals under Article 8, Loans under Article 8, or
Hardship Withdrawals under Article 8 after about five weeks before the Transfer Date, the exact
date or dates to be determined by the Committee, and distributions due to termination of employment
or membership under Article 9 which have not been processed by the date set by the Committee will
be made from the HOVENSA Plan.



     23.3 The accounts of any Members of the Plan who subsequently become employed by HOVENSA will
be handled in the manner described in Section 9.4.



     23.4 The account of any member of the HOVENSA Plan who becomes employed by a Company shall be
transferred to the Plan as soon as practicable thereafter. Such an individual shall become a
Member of the Plan without further action, all accrued rights and interests of such Member as of
the date of such transfer shall be preserved under the Plan, and in no event shall such Member be
deprived of any benefits under the HOVENSA Plan which shall have accrued to him as of the effective
date of the transfer. The following special rules shall apply to such a transferred Member.



          A. The Member contributions of each transferred Member designated under the terms of the
HOVENSA Plan shall be deemed to be an election under the Plan until changed by the Member in
accordance with Section 3.2.





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          B. The Investment Direction of each transferred Member shall be deemed to be the same
as his election under the terms of the HOVENSA Plan until changed by the member in accordance
Section 6.3.




          C. Any suspension of member contributions in effect under the terms of the HOVENSA Plan at the
time of the transfer to the Plan shall be deemed to be effective in accordance with Sections 3.4
and 3.5.




          D. Any loan made to a Member from the HOVENSA Plan shall be deemed to have been made under the
Plan and the outstanding balance shall be repaid to the Plan in accordance with the terms of such
loan.




          E. Any mutual fund investments derived from employer contributions to the HOVENSA Plan which
are transferred to the Plan shall be invested in accordance with the Member’s investment direction
made with respect to his own contributions to the HOVENSA Plan until changed by the Member in
accordance with Section 3.2. Such mutual fund investments shall remain subject to the Member’s
investment direction in the Plan.




          F. Any shares of common stock of the Hess Corporation derived from Company contributions
originally transferred to the HOVENSA Plan which are transferred to the Plan shall remain invested
in such stock and until October 1, 2006, shall not be subject to the Member’s investment direction
in the Plan.




          G. Any beneficiary designation and related consent of spouse in effect under the terms of the
HOVENSA Plan at the time of the transfer to the Plan shall be deemed to be effective under the Plan
until changed by the Member in accordance with Section 1.9.




     23.5 Notwithstanding any provisions of the Plan to the contrary, it is the intention of this
Article 23 to coordinate all of the provisions of the Plan with those of the HOVENSA Plan to
enable the two plans to operate together as though they were one, and the Plan is to be
interpreted to achieve this objective.



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ARTICLE 24
 MERIT PLAN ACCOUNTS




     24.1 The Merit Plan shall be merged into the Plan on December 31, 2000, at which time
legal control of the assets of the Merit Plan shall pass to the Plan, and the accounts of all Merit
Plan Participants shall be transferred to the Trustee as soon as practicable thereafter, including
contributions for the month of December 2000. The sum of the account balances of the Merit Plan and
of the Plan shall equal the fair market value (as of the date of the merger) of the combined plan
assets; the assets of the Merit Plan and the Plan shall be combined to form the assets of the Plan
as merged; and immediately after the merger, each participant in the Plan as merged shall have an
account balance equal to the sum of the account balances the participant had in the Merit Plan and
the Plan immediately prior to merger. The account balance of any Merit Plan Participant who is
eligible for participation in the Retail Operations Plan shall be transferred to such plan from the
Plan in the manner described in Section 9.4.



     24.2 A. Each Merit Plan Participant shall be fully vested in the value of the assets in his
account transferred to the Plan from the Merit Plan on the date of the merger, and shall become a
Member of the Plan on that date.



            B. The Member contributions of each Merit Plan Participant designated under the terms of the
Merit Plan shall not apply under the Plan, and each such Merit Plan Participant must make the
election required by Section 3.1 before contributing to the Plan.




            C. Until the individual participant records have been updated by the Merit Plan trustee as of
the date of the merger and these records have been transferred to the Trustee’s recordkeeping
system, no requests will be accepted for (i) changes in Members’ Investment Directions under
Paragraph 6.3B with respect to amounts previously invested, (ii) In-Service Withdrawals under
Article 8, or (iii) loans under Article 8, and there will be no distributions due to termination of
employment or membership under Article 9. The opportunity to make contribution elections under
Paragraph 3.1 and to make elections under Paragraph 6.3A with respect to amounts to be invested in
the future will be available starting during the month of December 2000.




            D. Any beneficiary designation and related consent of spouse in effect under the terms of the
Merit Plan at the time of the transfer to the Plan shall be deemed to be effective under the Plan
until changed by the Member in accordance with Section 1.9.





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     24.3 Assets transferred from the Merit Plan shall be recorded separately from the other
assets of the Plan and shall be subject to the following special rules, notwithstanding any other
provisions of the Plan to the contrary.



          A. The initial investment of accounts transferred to the Plan in the Funds described in
Section 5.1 shall be based on the funds in which the transferred assets were invested in the Merit
Plan.




          B. When the recordkeeping requirements of Paragraph C of Section 24.2 have been satisfied, the
assets transferred from the Merit Plan derived from participant contributions will be invested in
accordance with the Member’s then current Investment Direction. Unless and until such Investment
Direction is received, said assets will be invested as described in Paragraph A of this Section.




          C. No hardship withdrawals shall be allowed from the funds transferred from the Merit Plan.




     24.4 The following special rules shall apply to Merit Plan Participants with respect to the
assets transferred from the Merit Plan in addition to the other provisions of the Plan. These rules
shall apply until the later of March 31, 2000, or 90 days after the date on which the Merit Plan
Participants are provided with a summary of material modifications reflecting the elimination of
all optional forms of benefits except the complete distribution of their vested interest in the
Plan in a single sum as specified in Articles 8 and 9, said single sum being otherwise identical to
the optional forms of benefit that are being eliminated. All words with initial capitals in the
following paragraphs of this Section 24.4 are used as defined in the Merit Plan, and all references
to sections are to those in the Merit Plan.



          A. Benefit Forms




               1. Retirement and Termination Benefits.


Vested, Disability and retirement benefits shall be distributed as the Member shall elect, subject
to subsection 10(e), in accordance with uniform rules established by the Committee, from the
alternatives below:



                    (a) a straight life annuity for the Member’s life;



                    (b) a joint and survivor annuity with the Member’s spouse as
contingent annuitant under which
the amount payable to the Member’s spouse is 50% of the monthly amount which is payable to the
Member during his lifetime;



                    (c) approximately equal monthly, quarterly, semi-annual or annual
installments
over any period of time not exceeding the Member’s life expectancy at the commencement of
distribution, or, if the Member has designated a beneficiary, the joint life expectancy of the
Member and the Member’s designated beneficiary, and in the event of the Member’s death during such
period,



92









 






the remainder shall be payable as a death benefit in accordance with Sections 8 and 10 to
the Member’s beneficiary;



                    (d) a lump sum payment; or




                    (e) any combination of the foregoing.



For purposes of this subsection, life expectancy shall be determined by the Committee in
accordance with applicable regulations under the Code. The method so adopted by the Committee
shall be uniformly applied to all Members.



               2. Death Benefits. Death benefits shall be distributed in one lump sum or in installments
within a period not extending beyond five years of the Member’s date of death unless payment of
benefits commenced under a form of annuity or installment payment before the Member’s death in
which case benefits shall be paid at least as rapidly as under the method of distribution in
effect on the Member’s date of death; provided, however,



                    (a) if any portion of the Member’s Accrued Benefit is
payable to or for the benefit of a
designated beneficiary, such portion may be distributed over a period of time not exceeding the
life expectancy of such designated beneficiary, provided distribution begins not later than one
year after the date of the Member’s death or such later date as applicable regulations under the
Code may permit; or



                    (b) if the designated beneficiary referred to in subsection
10(b)(ii)(A) is the Member’s
surviving spouse, (1) the date on which the distribution is required to begin shall not be earlier
than the date on which the Member would have attained age 70-1/2, (2) the benefit amount will be
used to purchase a straight life annuity for the spouse’s life unless the spouse elects another
form of settlement permitted under the Plan and (3) if the surviving spouse should die before
distribution to such spouse begins, this subsection 10(b)(ii) shall apply as if the surviving
spouse were the Member.



          B. Deferred Payments and Installments. If benefits are to be paid directly by the Trustee in
installments or if the payment of benefits is to be deferred, the net value of the benefit
determined in accordance with the provisions of Section 9 shall be retained in the Fund subject to
the administrative provisions of the Plan and the Trust Agreement. The Committee, according to a
uniform rule, may direct the Trustee to segregate all or a portion of the benefit amount into a
separate investment account designed to protect principal and yield a reasonable investment return
consistent with the preservation of principal and the obligation to make installment payments.




          C. Annuity Purchases. If benefits are to be paid in a form of annuity under subsections
10(b)(i)(A), (B) or (E), the Committee shall direct the Trustee to apply the Member’s Accrued
Benefit to purchase an appropriate nontransferable annuity contract and to deliver it to the
Member.





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          D. Required Annuity




               1. Married Member. If a Member has been married to his current spouse for at least one year
on the date on which benefit payments are to commence and his nonforfeitable Accrued Benefit
exceeds $5,000, benefits will be distributed in the form described under subsection 10(b)(i)(B)
unless the Member, with the written consent of his spouse witnessed by a notary public or a member
of the Committee in a manner prescribed by the Committee, elects an alternate form of settlement.
Further, no total or partial distribution may be made after the annuity starting date where the
present value of the benefit exceeds $5,000 unless the Member and his spouse (or where the Member
has died, the surviving spouse) consent in writing witnessed by a notary public or a member of the
Committee in a manner prescribed by the Committee prior to such distribution. The consent of the
Member and his spouse must be obtained not more than 90 days before the date distribution
commences. The Committee shall furnish to such Member a written notification of the availability of
the election hereunder at least 90 days before the Member’s anticipated benefit commencement date
or, if a Member notifies the Committee of his intent to terminate employment less than 90 days
before the proposed benefit commencement date, as soon after the Member notifies the Committee as
is administratively feasible. The notification shall explain the terms and conditions of the joint
and survivor annuity described in subsection 10(b)(i)(B) and the effect of electing not to take
such annuity. The Member may, within a period of 90 days after receipt of the written
notification or such longer period as the Committee may uniformly make available, complete the
election. The Member may revoke an election not to take the joint and survivor annuity described
in subsection 10(b)(i)(B) or choose again to take such annuity at any time and any number of times
within the applicable election period. If a Member requests additional information within 60 days
after receipt of the notification of election, the minimum election period shall be extended an
additional 60 days following his receipt of such additional information.



               2. Single Member. If a Member is not married on the date on which benefits are to commence
and his nonforfeitable Accrued Benefit exceeds $5,000, benefits will be distributed in the form
described under subsection 10(b)(i)(A) unless the Member elects an alternate form of settlement.



          E. Lump Sum Distributions. Benefits distributed in one lump sum shall be adjusted under
subsection 7(f) on the Valuation Date coincident with or last preceding distribution.




          F. Small Benefit Payments. Notwithstanding any other provision of the Plan, if (1) a
Member’s vested Accrued Benefit or (2), if the Member has died, the designated beneficiary’s
benefit, is $5,000 or less at the Member’s separation from service, his benefit shall be paid in a
cash lump sum without his consent as soon as administratively feasible following such date of
determination. If the





94









 








Member does not have a vested interest in his Accrued Benefit at his separation from
service, he shall be deemed to have received a distribution of his entire vested Accrued Benefit.
Notwithstanding anything in this subsection 10(i) to the contrary, if (1) a Member’s vested Accrued
Benefit or (2) if the Member has died, the designated beneficiary’s benefit, is $5,000 or less as
of May 1, 1998, his benefit shall be paid in a cash lump sum without his consent as soon as
administratively feasible following such date of determination.



     24.5 The provisions of this Plan that include the required GUST amendments also are
applicable to the Merit Oil Corporation and Affiliates Employees’ Thrift Plan, which was merged
into the Plan on December 31, 2000.




95










 





ARTICLE 25

TRITON PLAN ACCOUNTS




     25.1 The Triton Plan shall be merged into the Plan on January 1, 2003, at which time
legal control of the assets of the Triton Plan shall pass to the Plan, and the accounts of all
Triton Plan Participants shall be transferred to the Trustee as soon as practicable thereafter,
including contributions and loan repayments for the month of December, 2002. The sum of the
account balances of the Triton Plan and of the Plan shall equal the fair market value (as of the
date of the merger) of the combined plan assets; the assets of the Triton Plan and the Plan shall
be combined to form the assets of the Plan as merged; and immediately after the merger, each Member
in the Plan as merged shall have an account balance equal to the sum of the account balances that
the Member had in the Triton Plan and the Plan immediately prior to merger. The benefits of
Triton Plan Participants who do not perform an Hour of Service on or after January 1, 2003 shall be
governed by the provisions of the Triton Plan in effect as of the date such participants terminated
employment.



     25.2 A. Each Triton Plan Participant shall be fully vested in the value of the assets in
his account transferred to the Plan from the Triton Plan on the date of the merger, and shall
become a Member of the Plan on that date.



             B. The contribution elections made by each Acquired Triton Employee under the terms of the
Triton Plan shall be deemed to be an election under the Plan until changed by the Member in
accordance with the Plan.




             C. The balance of any loan made to an Acquired Triton Employee from the Triton Plan which
shall be outstanding on the date of the merger shall be deemed to be a loan made under the Plan,
shall be repaid to the Plan in accordance with the terms of such loan, and shall be modified to
reflect changes in Plan administration as necessary.




             D. Until the individual participant records have been updated by the Triton Plan trustee as of
the date of the merger and these records have been transferred to the Trustee’s recordkeeping
system, no requests will be accepted for (i) changes under Paragraph 6.3B in Members’ Investment
Directions with respect to amounts previously invested, (ii) In-Service Withdrawals under Article
8, or (iii) loans under Article 8, and there will be no distributions due to termination of
employment or membership under Article 9. The opportunity to make contribution elections under
the Plan and to make elections under Paragraph 6.3A with respect to amounts to be invested in the
future will be available starting during the month of January 2003.




96









 








             E. Any beneficiary designation and related consent of spouse in effect under the terms of the
Triton Plan at the time of the transfer to the Plan shall be deemed to be effective under the Plan
until changed by the Member in accordance with Section 1.9.




     25.3 A. The initial investment of accounts transferred to the Plan in the Funds described
in Section 5.1 shall be based on the funds in which the transferred assets were invested in the
Triton Plan.



             B. Future contributions under the Plan will be invested in accordance with the Triton Plan
Participant’s then current Investment Direction. Unless and until such Investment Direction is
received, said assets will be invested as described in Paragraph A of this Section.




     25.4 Assets transferred from the Triton Plan shall be recorded as follows:



	 	 	 
	Contribution type and	 	Corresponding
	earnings thereof under	 	contribution type under
	Triton Plan	 	Plan
	Employee Contributions

	 	Elective Deferrals
	 
	 	 
	Triton Matching

	 	Matching Contributions
	Contributions
	 	 
	 
	 	 
	Rollover contributions

	 	Rollover amounts
	 
	 	 
	ESOP contributions

	 	Matching Contributions






     25.5 Notwithstanding any provision of the Plan to the contrary, amounts transferred to
the Plan from the Triton Plan will remain subject to any withdrawal rights or restrictions that
are regarded as protected benefits under the Code and, to the extent required by law, will remain
subject to payment in the form, at the times, and on the occasions provided in the Triton Plan.



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ARTICLE 26

 MINIMUM DISTRIBUTION REQUIREMENTS




     26.1 General Rules.



          A. The provisions of this Article shall apply for purposes of determining required minimum
distributions for calendar years beginning with the 2003 calendar year.




          B. The requirements of this Article shall take precedence over any inconsistent provisions of
the Plan.




          C. All distributions required under this Article shall be determined and made in accordance
with regulations under Code Section 401(a)(9).




          D. Notwithstanding the other provisions of this Article, distributions may be made under a
designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2)
of TEFRA.




     26.2 Definitions For Purposes of this Article.



          A. Designated Beneficiary. The individual who is designated as the Beneficiary under
Section 1.9 of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury
Regulation Section 1.401(a)(9)-1, Q&A-4.




          B. Distribution Calendar Year. A calendar year for which a minimum distribution is
required. For distributions commencing before the Member’s death, the first Distribution Calendar
Year shall be the calendar year immediately preceding the calendar year which contains the Member’s
Required Beginning Date. For distributions commencing after the Member’s death, the first
Distribution Calendar Year is the calendar year in which distributions are required to commence
under Section 26.3(b). The required minimum distribution for the Member’s first Distribution
Calendar Year shall be made on or before the Member’s Required Beginning Date. The required
minimum distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning
Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.




          C. Life Expectancy. Life expectancy as computed by use of the Single Life Table in
Treasury Regulation Section 1.401(a)(9)-9.




          D. Member’s Account Balance. The Member’s Account Balance as of the last valuation
date in the Valuation Calendar Year increased by the amount of any contributions made




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and allocated to the Member’s Account Balance as of dates in the Valuation Calendar Year after the
valuation date and decreased by distributions made in the Valuation Calendar Year after the
valuation date. The Member’s Account Balance for the Valuation Calendar Year includes any amounts
rolled over or transferred to the Plan either in the Valuation Calendar Year or in the Distribution
Calendar Year if distributed or transferred in the Valuation Calendar Year.




          E. Required Beginning Date. The April 1st following the end of the
calendar year in which occurs the later of (x) the Member’s attainment of age seventy and one-half
(701/2) and (y) the Member’s retirement. Notwithstanding the foregoing, the payment of benefits to
a Member who is a 5 percent (5%) owner, as defined in Section 416(i) of the Code, shall begin not
later than the April 1st following the end of the calendar year in which the Member
attains age seventy and one-half (701/2), whether or not he or she is then employed.




          F. Valuation Calendar Year. The calendar year immediately preceding the Distribution
Calendar Year.




     26.3 Time and Manner of Distribution.



          A. The Member’s interest in his Account shall be distributed, or commence to be distributed,
to the Member no later than the Member’s Required Beginning Date.




          B. If the Member dies before distributions of his benefits commence, the Member’s entire
interest in his Account shall be distributed, or shall commence to be distributed, no later than:




               1. If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary,
then distributions to the surviving Spouse shall commence by the later of (A) December 31 of the
calendar year immediately following the calendar year in which the Member died, or (B) December 31
of the calendar year in which the Member would have attained age 701/2.



               2. If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, then
distributions to the Designated Beneficiary shall commence by December 31 of the calendar year
immediately following the calendar year in which the Member died.



               3. If there is no Designated Beneficiary as of September 30 of the calendar year following the
calendar year of the Member’s death, the Member’s entire interest in his Account shall be
distributed by December 31 of the calendar year containing the fifth (5th) anniversary
of the Member’s death.



               4. If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary
and the surviving Spouse dies after the Member but before distributions to the surviving Spouse
commence, this Paragraph (b), other than clause (i) of this Paragraph (b), shall apply as if the
surviving Spouse were the Member.



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               For purposes of this Paragraph (b) and Section 26.5, unless clause (iv) of this Paragraph (b)
applies, distributions shall be considered to commence on the Member’s Required Beginning Date. If
clause (iv) of this Paragraph (b) applies, distributions shall be considered to commence on the
date distributions are required to commence to the surviving Spouse under clause (i) of this
Paragraph (b). If distributions under an annuity purchased from an insurance company irrevocably
commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving
Spouse before the date distributions are required to commence to the surviving Spouse under clause
(i) of this Paragraph (b)), the date distributions are considered to commence shall be the date
distributions actually commence.



          C. Unless the Member’s interest in his Account is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the Required Beginning Date, as
of the first Distribution Calendar Year distributions shall be made in accordance with Sections
26.4 and 26.5 of this Article. If the Member’s interest in his Account is distributed in the form
of an annuity purchased from an insurance company, distributions thereunder shall be made in
accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations.




     26.4 Required Minimum Distributions During Member’s Lifetime.



          A. During the Member’s lifetime, the minimum amount that shall be distributed for each
Distribution Calendar Year is the lesser of:




               1. The quotient obtained by dividing the Member’s Account Balance by the distribution period
in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the
Member’s age as of the Member’s birthday in the Distribution Calendar Year; or



               2. If the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the
Member’s Spouse, the quotient obtained by dividing the Member’s Account Balance by the number in
the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9 using the
Member’s and Spouse’s attained ages as of the Member’s and Spouse’s birthdays in the Distribution
Calendar Year.



          B. Required minimum distributions shall be determined under this Section 26.4 beginning with
the first Distribution Calendar Year and up to and including the Distribution Calendar Year that
includes the Member’s date of death.




     26.5 Required Minimum Distributions After Member’s Death. (A)(1) If the Member dies
on or after the date distributions commence and there is a Designated Beneficiary, the minimum
amount
that shall be distributed for each Distribution Calendar Year after the year of the Member’s
death is the quotient obtained by dividing the Member’s Account Balance by the longer of the
remaining Life



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Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated
Beneficiary, determined as follows:




               (i) The Member’s remaining Life Expectancy shall be calculated using the age of the Member in
the year of death (reduced by one for each subsequent calendar year in which such calculation is
performed).



               (ii) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, the
remaining Life Expectancy of the surviving Spouse shall be calculated for each Distribution
Calendar Year after the year of the Member’s death using the surviving Spouse’s age as of the
Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving
Spouse’s death, the remaining Life Expectancy of the surviving Spouse shall be calculated using
the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s
death (reduced by one for each subsequent calendar year in which such calculation is performed).



               (iii) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, the
Designated Beneficiary’s remaining Life Expectancy shall be calculated using the age of the
beneficiary in the calendar year following the year of the Member’s death (reduced by one for each
subsequent calendar year in which such calculation is performed).



          2. If the Member dies on or after the date distributions commence and there is no Designated
Beneficiary as of September 30 of the calendar year following the calendar year of the Member’s
death, the minimum amount that shall be distributed for each Distribution Calendar Year after the
calendar year of the Member’s death is the quotient obtained by dividing the Member’s Account
Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the
calendar year of death (reduced by one for each subsequent calendar year in which such calculation
is performed).




          B. 1. If the Member dies before the date distributions commence and there is a Designated
Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year
after the calendar year of the Member’s death is the quotient obtained by dividing the Member’s
Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary,
determined as provided in Section 26.5.A.




               2. If the Member dies before the date distributions commence and there is no Designated
Beneficiary as of September 30 of the calendar year following the calendar year of the Member’s
death, distribution of the Member’s entire interest in his Account shall be completed by December
31 of the calendar year containing the fifth (5th) anniversary of the Member’s death.



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               3. If the Member dies before the date distributions commence, the Member’s surviving Spouse
is the Member’s sole Designated Beneficiary, and the surviving Spouse dies before distributions
are required to commence to the surviving Spouse under Section 26.3(b)(i), this Section 26.5(b)
shall be applied as if the surviving Spouse were the Member.



     26.6 Election to Allow Members or Beneficiaries to Elect 5-Year Rule. Members or
Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule
in Section 26.3(b) and 26.5(b) shall apply to distributions after the death of a Member who has a
Designated Beneficiary. The election must be made no later than the earlier of September 30 of the
calendar year in which distribution would be required to begin under Section 26.3(b), or by
September 30 of the calendar year which contains the fifth (5th) anniversary of the
Member’s (or, if applicable, surviving Spouse’s) death. If neither the Member nor Beneficiary
makes an election under this paragraph, distributions will be made in accordance with Sections
26.3(b) and 26.5(b).



     26.7 Election to Allow Designated Beneficiary Receiving, Distributions Under 5-Year Rule
to Elect Life Expectancy Distributions. A Designated Beneficiary who is receiving payments
under the 5-year rule may make a new election to receive payments under the life expectancy rule
until December 31, 2003, provided that all amounts that would have been required to be distributed
under the life expectancy rule for all Distribution Calendar Years before 2004 must be distributed
by the earlier of December 31, 2003 or by the end of the 5-year period.



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ARTICLE 27

AMENDMENT OF THE PLAN FOR EGTRRA




     27.1 Adoption and effective date of amendment.



     This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth
and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. Except as otherwise provided, this amendment shall be effective on
January 1, 2002.



     27.2. Limitations on Contributions



          A. Effective date. This section shall be effective for limitation years beginning after
December 31, 2001.




          B. Maximum annual addition. Except to the extent permitted under Paragraph J of this
amendment and section 414(v) of the Code, if applicable, the annual addition that may be
contributed or allocated to a Member’s account under the Plan for any limitation year shall not
exceed the lesser of:




               1. $40,000, as adjusted for increases in the cost-of-living under section 415(d) of the Code,
or



               2. 100 percent of the Member’s compensation, within the meaning of section 415(c)(3) of the
Code, for the limitation year.



     The compensation limit referred to in (b) shall not apply to any contribution for medical
benefits after separation from service (within the meaning of section 401(h) or section
419A(f)(2) of the Code) which is otherwise treated as an annual addition.



     27.3. Increase in Compensation Limit



     The annual compensation of each Member taken into account in determining allocations for any
Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with section 401(a)(17)(B) of the Code. Annual compensation
means compensation during the Plan Year or such other consecutive 12-month period over which
compensation is otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual compensation for the
determination period that begins with or within such calendar year.



     27.4. Direct Rollovers of Plan Distributions



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          A. Effective date. This section shall apply to distributions made after December 31, 2001.




          B. Modification of definition of eligible retirement plan. For purposes of the direct rollover
provisions in Section 16.7 of the Plan, an eligible retirement plan shall also mean an annuity
contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the
Code which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political sub-division of a state and which agrees to separately
account for amounts transferred into such plan from this Plan. The definition of eligible
retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a
spouse or former spouse who is the alternate payee under a qualified domestic relation order, as
defined in section 414(p) of the Code.




          C. Modification of definition of eligible rollover distribution to exclude
hardship distributions. For purposes of the direct rollover provisions in Section 16.7 of the Plan,
any amount that is distributed on account of hardship shall not be an eligible rollover
distribution and the distributee may not elect to have any portion of such a distribution paid
directly to an eligible retirement plan.




          D. Modification of definition of eligible rollover distribution to include after-tax employee
contributions. For purposes of the direct rollover provisions in Section 16.7 of the Plan, a
portion of a distribution shall not fail to be an eligible rollover distribution merely because the
portion consists of after-tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement account or annuity
described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan
described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such distribution which is
includible in gross income and the portion of such distribution which is not so includible.




     27.5 Rollovers from Other Plans



     The Plan will accept Member rollover contributions or direct rollovers of distributions made
after December 31, 2001, from the types of plans specified below, beginning on January 1, 2002.



          A. Direct Rollovers:




          The Plan will accept a direct rollover of an eligible rollover distribution from:




               1. a qualified plan described in section 401(a) or 403(a) of the Code, excluding after-tax
employee contributions;



               2. an annuity contract described in section 403(b) of the Code, excluding after-tax employee
contributions; or



               3. an eligible plan under section 457(b) of the Code which is maintained by a



104









 




state, political subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state.




          B. Member Rollover Contributions from IRAs:




          The Plan will not accept a Member rollover contribution of the portion of a distribution from
an individual retirement account or annuity described in section 408(a) or 408(b) of the Code that
is eligible to be rolled over and would otherwise be includible in gross income.




     27.6 Rollovers Disregarded in Involuntary Cash-outs



     Rollovers disregarded in determining value of account balance for involuntary distributions.
With respect to distributions made after December 31, 2001, for purposes of Section 9.1 B 1 of the
Plan, the value of a Member’s nonforfeitable account balance shall be determined without regard to
that portion of the account balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii),
and 457(e) (16) of the Code. If the value of the Member’s nonforfeitable account balance as so
determined is $5,000 or less (on or after March 28, 2005, $1,000 or less if prior to normal
retirement age), the Plan shall immediately distribute the Member’s entire nonforfeitable account
balance.



     27.7 Repeal of Multiple Use Test



     The multiple use test described in Treasury Regulation section 1.401(m)-2 and the prior
Paragraph 19.7 C of the Plan shall not apply for Plan Years beginning after December 31, 2001.



     27.8 Elective Deferrals — Contribution Limitation



     No Member shall be permitted to have elective deferrals made under this Plan, or any other
qualified plan maintained by the employer during any taxable year, in excess of the dollar
limitation contained in section 402(g) of the Code in effect for such taxable year, except to the
extent permitted under Section 27.10 and section 414(v) of the Code, if applicable.



     27.9 Modification of Top-heavy Rules



     The top-heavy requirements of section 416 of the Code and Article 18 of the Plan shall not
apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash
or deferred arrangement which meets the requirements of section 401(k)(12) of the Code and
matching contributions with respect to which the requirements of section 401(m)(11) of the Code
are met.



     27.10 Catch up Contributions



     All employees who are eligible to make elective deferrals under this Plan and who have
attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions
in accordance with, and subject to the limitations of, section 414(v) of the Code. Such catch-up
contributions shall not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of



105









 




sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.
Catch-up Contributions shall apply to contributions after March 31, 2002.




     27.11 Distribution Upon Severance from Employment



          A. Effective date. This section shall apply for distributions after December 31, 2001,
regardless of when the severance from employment occurred.




          B. New distributable event. A Member’s elective deferrals, qualified non-elective
contributions, qualified matching contributions, and earnings attributable to these contributions
shall be distributed on account of the Member’s severance from employment. However, such a
distribution shall be subject to the other provisions of the Plan regarding distributions, other
than provisions that require a separation from service before such amounts may be distributed.




     IN WITNESS WHEREOF, the Principal Company, by its duly authorized officers, has caused this
amended and restated Plan to be signed this 27 day of Sept 2006.



	 	 	 	 	 	 	 
	 	 	HESS CORPORATION
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Brian J. Bohling
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brian J. Bohling
	 

	 	 	 	Title:
	 	S V P. Human Resources






106