EX-4.2






Exhibit 4.2



CUSIP:
42809HAB3

ISIN: US42809HAB33



FACE OF NOTE




     Unless and until this Note is exchanged in whole or in part for Notes in definitive form, this
Note may not be transferred except as a whole by The Depository Trust Company, a New York
corporation (“DTC” or the “Depositary”), to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or by DTC or any nominee to a successor Depositary or a nominee of any
successor Depositary. Unless this certificate is presented by an authorized representative of DTC
to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co. has an interest herein.



No. 1




Hess Corporation




8.125% Note due 2019



Hess Corporation, a Delaware corporation (the “Issuer”), for value received, hereby promises to pay
to CEDE & Co. or registered assigns, at the office or agency of the Issuer in New York, New York,
the principal sum of
          Dollars on February 15, 2019, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually on February 15 and August 15 of each year, commencing
August 15, 2009, on said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from February 15 or August 15, as the case may
be, next preceding the date of this Note to which interest has been paid, unless the date hereof is
a date to which interest has been paid, in which case from the date of this Note, or unless no
interest has been paid on these Notes, in which case from February 3, 2009, until payment of said
principal sum has been made or duly provided for; provided, that payment of interest may be made at
the option of the Issuer by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security register. Notwithstanding the foregoing, if the date hereof is
after the 1st day of February or August, as the case may be, and before the following February



 









 




15 or August 15, this Note shall bear interest from such February 15 or August 15; provided, that
if the Issuer shall default in the payment of interest due on such February 15 or August 15, then
this Note shall bear interest from the next preceding February 15 or August 15, to which interest
has been paid or, if no interest has been paid on these Notes, from February 3, 2009. The interest
so payable on any February 15 or August 15, will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note is
registered at the close of business on February 1 or August 1, as the case may be, next preceding
such February 15 or August 15.



     Reference is made to the further provisions of this Note set forth on the reverse hereof. Such
further provisions shall for all purposes have the same effect as though fully set forth at this
place.



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the Indenture referred to on the
reverse hereof.



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     IN WITNESS WHEREOF, Hess Corporation has caused this instrument to be signed by its duly
authorized officers.



Dated: February 3, 2009







	 	 	 	 	 
	[Company Seal]	HESS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	John P. Rielly 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	George C. Barry 	 
	 	 	Title:  	Vice President and Secretary 	 
	 




     This is one of the Global Notes of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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REVERSE OF NOTE




Hess Corporation




8.125% Note due 2019




     This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to an indenture dated as of March 1, 2006
(the “Indenture”) duly executed and delivered by the Issuer to The Bank of New York Mellon,
successor-in-interest to JPMorgan Chase Bank, N.A., as Trustee (herein called the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee,
the Issuer and the Holders of the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or analogous funds
(if any) and may otherwise vary as in the Indenture provided. This Note is one of a series of notes
designated as the 8.125% Notes due 2019 (the “Notes”) of the Issuer, issued in an initial aggregate
principal amount of $1,000,000,000.



     In case an Event of Default, as defined in the Indenture, with respect to the Notes, shall
have occurred and be continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.



     The Indenture contains provisions permitting the Issuer and the Trustee to amend the Indenture
and the Securities of any series with the written consent of the Holders of a majority in principal
amount of the outstanding Securities of all series affected by such supplemental indenture (all
such series voting as one class), and the Holders of a majority in principal amount of the
outstanding Securities of all series affected thereby (all such series voting as one class) by
written notice to the Trustee may waive future compliance by the Issuer with any provision of the
Indenture or the Securities of such series; provided, however, that without the consent of each
Holder affected thereby, no amendment or supplement and no waiver pursuant to Section 6.04 of the
Indenture shall (i) extend the stated maturity of the Principal of, or any sinking fund obligation
or any installment of interest on, such Holder’s Securities, or reduce the Principal amount thereof
or the rate of interest thereon (including any amount in respect of original issue discount), or
any premium payable with respect thereto, or reduce the amount of the Principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 6.02 of the Indenture or the amount thereof provable in bankruptcy, or change
any place



 









 




of payment where, or the currency in which, any Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the due date therefor: (ii) reduce the percentage in principal amount of outstanding
Securities of the relevant series the consent of whose Holders is required for any such
supplemental indenture, for any waiver of compliance with certain provisions of the Indenture or
certain Defaults and their consequences provided for in the Indenture; (iii) waive a Default in the
payment of Principal of or interest on any Security of such Holders; or (iv) modify any of the
provisions of Section 9.02 of the Indenture, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Security affected thereby.



     It is also provided in the Indenture that, subject to certain conditions, the Holders of at
least a majority in aggregate principal amount of the outstanding Securities of all series affected
(voting as a single class), by notice to the Trustee, may waive an existing Default or Event of
Default with respect to the Securities of such series and its consequences, except a Default in the
payment of principal of or interest on any Security or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder of each outstanding
Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of
Default with respect to the Securities of such series arising therefrom shall be deemed to have
been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereto.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note in the manner, at the respective times, at
the rate and in the coin or currency herein prescribed.



     The Notes are issuable in registered form without coupons in minimum denominations of $2,000
and integral multiples of $1,000 in excess of $2,000 and in book-entry form. The Notes may be
represented by one or more global notes (each, a “Global Note”) deposited with the Depositary and
registered in the name of the nominee of the Depositary, with certain limited exceptions. So long
as DTC or any successor Depositary or its nominee is the registered Holder of a Global Note, DTC,
such Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of
the Notes represented by such Global Note for all purposes under the Indenture and the Notes.
Beneficial interest in the Notes will be evidenced only by, and transfer thereof will be effected
only through, records maintained by DTC and its participants. Except as provided below, an owner of
a beneficial interest in a Global Note will not be entitled to have Notes represented by such
Global Note registered in such owner’s name,



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will not receive or be entitled to receive physical delivery of the Notes in certificated form
and will not be considered the owner or Holder thereof under the Indenture.



     No Global Note may be transferred except as a whole by the Depositary to a nominee of the
Depositary. Global Notes are exchangeable for certificated Notes only if (x) the Depositary
notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Notes
or if at any time the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and the Issuer fails within 90 days thereafter to appoint a
successor, (y) the Issuer in its sole discretion determines that such Global Notes shall be so
exchangeable or (z) there shall have occurred and be continuing an Event of Default or an event
which with the giving of notice or lapse of time or both would constitute an Event of Default with
respect to the Notes represented by such Global Notes. In such event, the Issuer will issue Notes
in certificated form in exchange for such Global Notes. In any such instance, an owner of a
beneficial interest in the Global Notes will be entitled to physical delivery in certificated form
of Notes equal in principal amount to such beneficial interest and to have such Notes registered in
its name. Notes so issued in certificated form will be issued in minimum denominations of $2,000
and integral multiples of $1,000 in excess of $2,000, and will be issued in registered form only,
without coupons.



     The Notes may be redeemed at the option of the Issuer as a whole, or part, at any time prior
to maturity, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior
to the date fixed for redemption to the Holders of Notes at their last registered addresses, all as
further provided in the Indenture, at a redemption price equal to the greater of (i) 100% of their
principal amount or (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of interest accrued as
of the date of redemption) discounted to the redemption date, on a semiannual basis assuming a
360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate plus 50 basis points,
together with all accrued but unpaid interest, if any, to the date of redemption in either case.



     “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per year
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such date of redemption.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be used, at the time of selection and



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under customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any date of redemption, the average of the
Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or if the trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means each of Goldman, Sachs & Co., J.P. Morgan Securities Inc.
and Greenwich Capital Markets, Inc. and their respective successors and any other primary treasury
dealer the Issuer selects. If any of the foregoing ceases to be a primary U.S. Government
securities dealer in New York City, the Issuer must substitute another primary treasury dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any date of redemption, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day before the date of redemption.



     No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture
or any indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or
director, as such, of the Issuer or of any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.



     Terms used herein which are not otherwise defined shall have the meanings set forth in the
Indenture.




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