SAVINGS AND STOCK BONUS PLAN



Table of Contents



Exhibit 10(7)


AMERADA HESS CORPORATION

EMPLOYEES’ SAVINGS AND STOCK BONUS PLAN



Restated as of July 1, 2002



 






Table of Contents





     WHEREAS, AMERADA 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; and


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


     NOW, THEREFORE, the Principal Company does hereby restate the AMERADA HESS
CORPORATION EMPLOYEES’ SAVINGS AND STOCK BONUS PLAN, effective July 1, 2002,
and does hereby declare the same to be as follows:



 








TABLE OF CONTENTS




									
	ARTICLE 1
	ARTICLE 2
 ELIGIBILITY AND MEMBERSHIP
	ARTICLE 3
 MEMBER CONTRIBUTIONS
	ARTICLE 4
 COMPANY CONTRIBUTIONS
	ARTICLE 5
 INVESTMENT OF CONTRIBUTIONS
	ARTICLE 6
 MEMBERS’ INVESTMENT DIRECTIONS
	ARTICLE 7
 VESTING OF COMPANY CONTRIBUTIONS
	ARTICLE 8
 VOLUNTARY WITHDRAWALS
	ARTICLE 9
 TERMINATION OF EMPLOYMENT AND TERMINATION OF MEMBERSHIP
	ARTICLE 10
 FORFEITURES
	ARTICLE 12
 AMENDMENT OF THE PLAN
	ARTICLE 13
 TERMINATION OF PARTICIPATION BY A COMPANY
 AND TERMINATION OF THE PLAN
	ARTICLE 14
 ADOPTION OF THE PLAN BY PARTICIPATING COMPANIES
	ARTICLE 15
 THE TRUSTEE
	ARTICLE 16
 GENERAL PROVISIONS GOVERNING PAYMENT OF BENEFITS
	ARTICLE 17
 MISCELLANEOUS PROVISIONS
	ARTICLE 18
 TOP-HEAVY PROVISIONS
	ARTICLE 19
 CASH OR DEFERRED ARRANGEMENT
	ARTICLE 20
 ROLLOVER AMOUNTS FROM OTHER PLANS
	ARTICLE 21
 PICK KWIK PLAN ACCOUNTS
	ARTICLE 22
 COORDINATION WITH RETAIL OPERATIONS PLAN
	ARTICLE 23
 COORDINATION WITH HOVENSA PLAN
	ARTICLE 24
 MERIT PLAN ACCOUNTS
	AMENDMENT 1
	AMENDMENT 2
	AMENDMENT OF THE PLAN FOR EGTRRA
	SAVINGS AND STOCK BONUS PLAN
	SAVINGS AND STOCK BONUS PLAN
	LETTER AGREEMENT
	2002 ANNUAL REPORT TO STOCKHOLDERS
	SUBSIDIARIES
	CERTIFICATION
	CERTIFICATION








Table of Contents



TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE	 	TITLE	 	PAGE
	
	 	
	 	

	1	 	
Definitions
	 	 	1	 
	2	 	
Eligibility and Membership
	 	 	16	 
	3	 	
Member Contributions
	 	 	22	 
	4	 	
Company Contributions
	 	 	23	 
	5	 	
Investment of Contributions
	 	 	28	 
	6	 	
Members’ Investment Directions
	 	 	33	 
	7	 	
Vesting of Company Contributions
	 	 	35	 
	8	 	
Voluntary Withdrawals
	 	 	36	 
	9	 	
Termination of Employment and Termination of Membership
	 	 	42	 
	10	 	
Forfeitures
	 	 	45	 
	11	 	
Administration of the Plan
	 	 	47	 
	12	 	
Amendment of the Plan
	 	 	50	 
	13	 	
Termination of Participation by a Company and Termination of the Plan
	 	 	52	 
	14	 	
Adoption of the Plan by Participating Companies
	 	 	55	 
	15	 	
The Trustee
	 	 	56	 
	16	 	
General Provisions Governing Payment of Benefits
	 	 	58	 
	17	 	
Miscellaneous Provisions
	 	 	61	 
	18	 	
Top-Heavy Provisions
	 	 	64	 
	19	 	
Cash or Deferred Arrangement
	 	 	69	 
	20	 	
Rollover Amounts from Other Plans
	 	 	83	 
	21	 	
Pick Kwik Plan Accounts
	 	 	84	 
	22	 	
Coordination With Retail Operations Plan
	 	 	90	 
	23	 	
Coordination With HOVENSA Plan
	 	 	92	 
	24	 	
Merit Plan Accounts
	 	 	94	 
	 	 	
Amendment 1
	 	 	99	 
	 	 	
Amendment 2
	 	 	99	 
	 	 	
Model Amendment for Section 415(c)(3) Compensation Definition
	 	 	99	 
	 	 	
Model Amendment
	 	 	99	 
	 	 	
Amendment of the Plan for EGTRRA
	 	 	99	 



 






Table of Contents





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.


     1.1A 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.


     1.1B 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.


     1.2 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.


     1.3 Actual Deferral Percentage: “Actual Deferral Percentage” (“ADP”)
shall mean, for a specified group of Members for a Plan Year, the average of
the ratios (calculated


1






Table of Contents




 separately for each Member in such group) of (1) the
amount of Company contributions actually paid over to the Trust on behalf of
such Member for the Plan Year to (2) the Member’s compensation for the portion
of the Plan Year during which he was eligible to participate. Company
contributions on behalf of any Member shall include: any Elective Deferrals
made pursuant to the Member’s deferral election (including Excess Elective
Deferrals of Highly Compensated Employees), but excluding (a) Excess Elective
Deferrals of Non-highly Compensated Employees that arise solely from Elective
Deferrals made under the Plan or other plans of the Company and (b) Elective
Deferrals that are taken into account in the Contribution Percentage test
(provided the ADP test is satisfied both with and without exclusion of these
Elective Deferrals). For purposes of computing Actual Deferral Percentages, an
Employee who would be a Member but for the failure to make Elective Deferrals
shall be treated as a Member on whose behalf no Elective Deferrals are made.


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


     1.5 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.


     1.6 Aggregate Limit: “Aggregate Limit” shall mean the sum of (i) 125
percent of the greater of the ADP of the Non-highly Compensated Employees for
the Plan Year or the ACP of Non-highly Compensated Employees under the Plan
subject to Code Section 401(m) for the Plan Year and (ii) the lesser of 200% or
two plus the lesser of such ADP or ACP. “Lesser” is substituted for “greater”
in “(i)”, above, and “greater” is substituted for “lesser” after “two plus the”
in “(ii)” if it would result in a larger Aggregate Limit.


     1.7 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.”


     1.8 Average Contribution Percentage: “Average Contribution Percentage”
(“ACP”) shall mean the average of the Contribution Percentages of the Eligible
Members in a group.


     1.9 Beneficiary: “Beneficiary” shall mean a person or persons designated


2






Table of Contents




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 1.48.


     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.


3






Table of Contents


     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 AMERADA HESS CORPORATION
EMPLOYEE BENEFIT PLANS Committee consisting of three or more persons appointed
by the Board of Directors to administer the Plan, as further described in
Article 11.


     1.15 Company: “Company” shall mean 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).
	 
	 	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 Amerada Hess Corporation



4






Table of Contents





	 	 	 	Executive Long-Term Incentive Compensation and Stock Ownership Plan and the
Amerada Hess Corporation 1995 Long-term Incentive Plan.
	 
	 	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 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


5






Table of Contents




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).


     1.17 Contribution Percentage: “Contribution Percentage” shall mean the
ratio (expressed as a percentage) of the Member’s Contribution Percentage
Amounts to the Member’s compensation for the Plan Year.


     1.18 Contribution Percentage Amounts: “Contribution Percentage Amounts”
shall mean the sum of the Employee Contributions (including recharacterized
Elective Deferrals pursuant to Section 19.4) and Matching Contributions made
under the Plan on behalf of the Member for the Plan Year. Such Contribution
Percentage Amounts shall not include Matching Contributions that are forfeited
either to correct Excess Aggregate Contributions or because the contributions
to which they relate are Excess Deferrals, Excess Contributions or Excess
Aggregate Contributions. The Company also may elect to use Elective
Deferrals in the Contribution Percentage Amounts so long as the ADP test is met
before the Elective Deferrals are used in the ACP test and continues to be met
following the exclusion of those Elective Deferrals that are used to meet the
ACP test.


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


     1.20 Elective Deferrals: “Elective Deferrals” shall mean any Company
contributions

6






Table of Contents




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.


     1.21 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.


     1.22 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), except any
person who is employed in a Company-operated gasoline station or convenience
store other than as a manager and who is not 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 AMERADA 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


7






Table of Contents




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.


     1.23 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.


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


     1.25 Excess Aggregate Contributions: “Excess Aggregate Contributions”
shall mean, with respect to any Plan Year, the excess of:


          A. the aggregate Contribution Percentage Amounts taken into account in
computing the numerator of the Contribution Percentage actually made on behalf
of Highly Compensated Employees for such Plan Year, over



          B. the maximum Contribution Percentage Amounts permitted by the ACP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of their Contribution Percentages beginning with the highest
of such percentages).



     Such determination shall be made after first determining Excess Elective
Deferrals pursuant to Section 19.2 and then determining Excess Contributions
pursuant to Section


8






Table of Contents




19.4.


     1.26 Excess Contributions: “Excess Contributions” shall mean, with respect
to any Plan Year, the excess of:


          A. the aggregate amount of Company contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan
Year, over



          B. the maximum amount of such contributions permitted by the ADP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of the ADP’s, beginning with the highest of such
percentages).



     1.27 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.


     1.28 Fiduciary: “Fiduciary” shall mean, for purposes of ERISA, the
Committee as the named Fiduciary of the Plan.


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


     1.30 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.


9






Table of Contents


     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 1.30, compensation paid by HOVENSA shall
be deemed to have been paid by a Company.


     1.30A HOVENSA: “HOVENSA” shall mean HOVENSA L.L.C., and any other
business organization with employees eligible for participation in the HOVENSA
Plan.


     1.30B HOVENSA Plan: “HOVENSA Plan” shall mean the HOVENSA EMPLOYEES’
SAVINGS PLAN.


     1.31 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.


     1.32 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 $250 with respect to
investments in Funds A, B, D, E, F, G and H. 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.



     1.33 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


10






Table of Contents




 such rights; and (b) in the case of any other
Employee for a period not to exceed 12 months.


     1.34 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.


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


     1.36 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.


     1.37 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 Associated Company at the
request of the Company. A Member who becomes employed by HOVENSA shall be
controlled by Section 9.6.


     1.37A Merit Plan: “Merit Plan” shall mean the Merit Oil Corporation and
Affiliates Employees’ Thrift Plan.


     1.37B 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.


     1.40A Pick Kwik Plan: “Pick Kwik Plan” shall mean the Pick Kwik Holdings
Incorporated Employees’ Profit Sharing and Investment Plan.


     1.40B 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


11






Table of Contents




merger of the Pick Kwik Plan into the Plan on that date.


     1.41 Plan: “Plan” shall mean the AMERADA HESS CORPORATION EMPLOYEES’
SAVINGS AND STOCK BONUS PLAN as set forth in this instrument and all amendments
hereto.


     1.42 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.


     1.43 Principal Company: “Principal Company” shall mean AMERADA HESS
CORPORATION or any other corporation designated as Principal Company by the
Committee.


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



     1.45 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.



     1.46 Qualified Plan: “Qualified Plan” shall mean a qualified trust
described in


12






Table of Contents




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.


     1.46A Retail Operations Plan: “Retail Operations Plan” shall mean the
AMERADA HESS CORPORATION SAVINGS AND STOCK BONUS PLAN FOR RETAIL OPERATIONS
EMPLOYEES.


     1.47 Service: “Service”, as defined in Sections 2.6 and 2.7, 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 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

13






Table of Contents




 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.



     1.48 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.


     1.49 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


14






Table of Contents




 AMERADA HESS CANADA LTD.,
by the Principal Company on April 29, 1996.


     1.49A 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.


     1.50 Trust Agreement: “Trust Agreement” shall mean an agreement between
the Principal Company and a Trustee, entered into for purposes of the Plan.


     1.51 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.


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


     1.53 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 Committee.


     1.54 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.


     1.55 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.


15






Table of Contents





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.


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


16






Table of Contents


     2.4 An Employee may become temporarily ineligible to participate under the
circumstances specified in Section 8.1 of the Plan.


     2.5 If a Member shall cease to be an Employee within the meaning of
Section 1.22 his membership shall forthwith terminate, except as described in
Sections 9.5 or 9.6.


     2.6 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 2.7 (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

17






Table of Contents




 day of the month
which includes the anniversary of such Employee’s employment commencement date.



          3. The provisions of Section 2.7 (Break in Service rule) shall apply in
the 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

18






Table of Contents




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 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.


     2.7 Break in Service rule:


     A.     Years of Service credited in accordance with Section 2.6 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 2.6 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


19






Table of Contents




Service, years of Service previously disregarded under this Section 2.7 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 2.6B) 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 1.33 shall be the first day on which he is entitled to be credited
with an hour of Service (within the meaning of Section 2.6B) 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

20






Table of Contents




 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.



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


     2.9 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 1.22 of the
Plan.


     2.10 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.



21










Table of Contents






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 2% 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.



     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.


22






Table of Contents





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 19.14. 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


23






Table of Contents




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.


          B. The maximum 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. the defined contribution dollar limitation, or



               2. 25 percent of the Member’s compensation for the Limitation Year.



          C. The defined contribution dollar limitation is $30,000, 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 l.0. 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



24






Table of Contents


               (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.



25






Table of Contents


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



     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



26






Table of Contents


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 1.5 of this Plan.


27






Table of Contents





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 of
the following Funds, in accordance with the Member’s Investment Direction, in
multiples of 1%:



               Fund A: the Fidelity Retirement Money Market Portfolio — an unsegregated
fund invested and reinvested primarily in short term fixed income securities,
including those issued or guaranteed by the Government of the United States or
its agencies (excluding Series EE and Series HH bonds), or collective or mutual
funds primarily invested in such securities.



               Fund B: the Fidelity Growth & Income Portfolio — an unsegregated fund
invested and reinvested primarily in equity securities of corporations, or
collective or mutual funds primarily invested in such securities.



               Fund C: A fund consisting primarily of common stock of AMERADA HESS
CORPORATION purchased on the open market and apportioned to the accounts of
Members. Dividends received on investments made in accordance with the
preceding sentence shall be similarly invested and apportioned.



               Fund D: the Fidelity U.S. Bond Index Fund — an unsegregated fund invested
and reinvested primarily in bonds included in the Lehman Brothers Aggregate
Bond Index or other fixed income securities of corporations, or collective or
mutual funds primarily invested in such securities, designed to replicate the
performance of specified indices of market performance.



               Fund E: the Fidelity Asset Manager — an unsegregated fund invested and
reinvested primarily in fixed income securities, including those issued or
guaranteed by the Government of the United States or its agencies (excluding
Series EE and Series HH bonds), and equity securities of corporations, or
collective or mutual funds primarily invested in such securities.



               Fund F: the Fidelity Overseas Fund — an unsegregated fund invested and
reinvested primarily in equity securities of foreign corporations, or
collective or mutual funds primarily invested in such securities.



               Fund G: the Fidelity Equity Index Commingled Pool — an unsegregated fund
invested and reinvested primarily in equity securities of corporations, or



28






Table of Contents


collective or mutual funds primarily invested in such securities, designed to
replicate the performance of specified indices of market performance.


               Fund H: the Fidelity Aggressive Growth Fund — an unsegregated fund
invested and reinvested primarily in equity securities of corporations, or
collective or mutual funds primarily invested in such securities.



               Fund I: the Fidelity Low Priced Stock fund — an unsegregated fund invested
and reinvested primarily in low-priced equity securities, which can lead to
investments in small or medium-sized companies, or collective or mutual funds
primarily invested in such securities.



          With the exception of Fund C, the Compensation and Management Development
Committee of the Board of Directors of the Principal Company may authorize
changes in each of the above Funds, and may establish such additional funds as
they may deem necessary to ensure that Members are afforded the opportunity to
choose from among a broad range of investment alternatives, provided, however,
that any such changes be announced to all eligible Employees in advance.



          Portions of each of the Funds may be held in cash or invested in short
term securities or collective or mutual funds primarily invested in short term
securities to meet the cash requirements for Plan withdrawals, transfers and
refunds, and the investment objectives of the particular funds.



          B. The account of each Member who was a member of a Prior Plan (other than
Prior Plan F) on January 31, 1972 shall be credited as of the Effective Date of
this Plan (or, in the case of an Employee described in Section 2.1D, as of the
date he becomes a Member) with the balance in his Prior Plan account as of
January 31, 1972 (or, in the case of an Employee described in Section 2.1D, as
of the date he becomes a Member) attributable to his contributions, as follows:



               1. That portion of such balance in funds A, B, and C of Prior Plan A, and
in Prior Plans B, C, D, and E shall be invested by the Trustee in accordance
with such Member’s initial Investment Direction under this Plan.



               2. That portion of such balance in Prior Plan A which is represented by
U.S. Savings Bonds (Series E) shall be redeemed and the proceeds invested in
accordance with the Member’s Investment Direction.



          C. Fund A, Fund B, Fund D and Fund E shall be divided into units. Each
Unit of a Fund shall have an equal beneficial interest in such Fund and no Unit
of any Fund shall have priority or preference over any other Unit of such Fund.
Each Member’s interest in



29






Table of Contents


Fund A, Fund B, Fund D and Fund E shall be
represented by the number of Units of each such Fund in his account.


          D. The original value of each Unit of Fund A, Fund B, Fund D and Fund E
shall be one dollar. The number of Units, and fractions thereof, of each Fund
allocated to a Member’s account on the first Valuation Date occurring after
February 1, 1972 shall be equal to the number of dollars, and fractions
thereof, invested on such Date in such Fund for such Member’s account. The
number of Units of each such Fund to be allocated on each Valuation Date
thereafter to a Member’s account shall be equal to the amount invested on such
Date in such Fund for such Member’s account divided by the value of one Unit of
the Fund (determined as provided in Paragraph F of this Section 5.1) on such
Valuation Date. On and after the date determined by the Committee as specified
in Paragraph F of this Section 5.1, the number of Units of each such Fund to be
allocated on each Valuation Date thereafter to a Member’s account shall be
equal to: (i) the amount invested as of the immediately preceding Valuation
Date in such Fund for such Member’s account adjusted to reflect the investment
gains or losses of each such Fund occurring during the period since the
immediately preceding Valuation Date, plus; (ii) the amounts contributed by the
Member to each such Fund during such period, plus; (iii) the amounts
transferred into each such Fund during such period, less; (iv) the amounts
transferred from each such Fund during such period, and less; (v) the amounts
withdrawn from each such Fund during such period.



          E. In the event a Member makes a withdrawal, or a transfer from one Fund
to another Fund or Funds, the number of Units in his account of the Fund from
which the withdrawal or transfer is made shall be reduced by a number of Units
determined by dividing the amount so withdrawn or transferred by the value of
one Unit of such Fund on the Valuation Date on which the withdrawal or transfer
is effective.



          F. The value of one Unit of Fund A, Fund B, Fund D and Fund E on each
Valuation Date (after the first Valuation Date occurring after February, 1972)
shall be the value of each such Fund at the close of business on such Date
(determined as provided in Paragraph G of this Section 5.1) divided by the
total number of Units of such Fund in all Members’ accounts on such Date (prior
to any allocation of Units to or subtraction of Units
from Members’ accounts on such Date). On the first day of such month as may be
determined in advance by the Committee, the number of Units in Fund A, Fund B,
Fund D and Fund E of each Member on such date shall be multiplied by the Unit
value (determined on the Valuation Date immediately preceding such date) for
Fund A, Fund B, Fund D and



30






Table of Contents


Fund E, respectively, and the resulting dollar value
shall be recorded as the new number of Units, each of which will therefore
equal $1.00. As the result of this redetermination of the number of Units in
Fund A, Fund B, Fund D and Fund E, there will be no change in the total value
of a Member’s interest in each of said Funds. From and after said date, the
value of one Unit of Fund A, Fund B, Fund D and Fund E on each subsequent
Valuation Date shall be $1.00.


          G. The value of Fund A, Fund B, Fund D and Fund E for the purpose of
Paragraph F of this Section 5.1 shall be the value of the investments of such
Fund plus all cash held by such Fund at the close of business on the Valuation
Date (exclusive of any cash invested in or added to the assets of such Fund on
such Date) less any liabilities of such Fund properly accrued on such Date
(exclusive of withdrawals or transfers which become effective on such Date).



          H. Anything herein to the contrary notwithstanding, no investment in Fund
C pursuant to a Member’s Investment Direction submitted prior to the effective
date of a registration statement in respect of the Plan under the Securities
Act of 1933, as amended, shall be made until the Valuation Date next following
such date as said registration statement shall have become effective and the
Company shall thereafter have notified the Member of the acceptance of such
Investment Direction. Notwithstanding the provisions of Section 6.4, a Member
shall have the right to change such Investment Direction at any time prior to
his receipt of such notice.



          I. Accounting for the Funds which are invested in collective or mutual
funds will be changed from a unit to a share basis on July 29, 1996. Each Unit
will thenceforth be equal to one share in the underlying collective or mutual
fund. There will be no change in the total value of a Member’s interest in any
of said Funds as the result of any such change in accounting. Accounting for
collective or mutual funds added after July 29, 1996 as investment options for
Member contributions will be on a share basis.



          J. Accounting for Fund C and the Company matching contribution fund will
be changed from a share to a unit basis on July 29, 1996. There will be no
change in the total value of a Member’s interest in either of said funds as the
result of any such change in accounting.



     5.2 Company Contributions


          A. Prior to the assumption of Plan recordkeeping responsibilities by
Fidelity Institutional Retirement Services Company on July 29, 1996, Company
contributions shall be invested in common stock of AMERADA HESS CORPORATION
purchased in the open



31






Table of Contents


market and shall be apportioned to the Fund C accounts of
Members in whole and fractional shares. Portions of Company contributions may
be held in cash or invested in short term investment funds or in mutual funds
consisting primarily of short term investment securities pending investment in
Company common stock or to meet the cash requirements for Plan withdrawals and
transfers. On July 29, 1996, the whole and fractional shares and cash balance
in each Member’s account representing Company contributions in Fund C 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 with respect to Plan Years ending before
January 1, 2002 shall remain invested in Fund C to the extent such amounts are
not reinvested in other Funds in accordance with Section 6.3.



               2. Company contributions made with respect to Plan Years beginning on or
after January 1, 2002 shall be invested in Fund C to the extent such
investments are not redirected by the Member in accordance with Section 6.3.



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



          C. The account of each Member who was a member of a Prior Plan (other than
Prior Plan F) on January 31, 1972 shall be credited as of the Effective Date of
this Plan (or, in the case of an Employee described in Section 2.1D, as of the
date he becomes a Member) with the balance in his Prior Plan account as of
January 31, 1972 (or, in the case of an Employee described in Section 2.1D, as
of the date he becomes a Member) attributable to Company contributions as
follows:



               1. That portion of such balance in Prior Plan A shall be transferred to
the Trustee.



               2. That portion of such balance in Prior Plans B, C, D, and E shall be
invested by the Trustee in common stock of AMERADA HESS CORPORATION.



          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.



32






Table of Contents





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 specified in Paragraph A of
Section 5.1 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 amount previously invested in any Fund for
his account to an investment for his account in one or more of the other Funds.



          C. If the Member is less than 55 years of age on the date of his request:



               1. Change his direction as to the percentage of his future Company
contributions to be invested in each Fund, provided, however, that 50% of such
contributions must be invested in Fund C.



33






Table of Contents


               2. Change all or part of the amount 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, provided, however, that 50% of such
contributions must remain invested in Fund C.



          D. If the Member is 55 years of age or older on the date of his request:



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



               2. Change all or part of the amount 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.



     6.4 The 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.


34






Table of Contents





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.


35






Table of Contents





ARTICLE 8

VOLUNTARY WITHDRAWALS



     8.1 Complete Withdrawal.


     A Member may at any time elect to withdraw his vested interest from the
Plan attributable to his after-tax contributions and matching Company
contributions, or his after-tax contributions, Elective Deferrals, if any, and
matching contributions, subject to the limitations of Sections 8.5 (Early
Voluntary Withdrawals) and 19.11 (Distribution Requirements). Upon withdrawal
prior to January 1, 2002, such Member’s contributions to the Plan shall
terminate for a period of 6 months following the date of withdrawal, and will
not resume unless and until such Member elects to resume contributions on a
form or in a manner prescribed by the Committee. If a Member makes a complete
withdrawal under the terms of the Retail Operations Plan the HOVENSA Plan or
the Merit Plan prior to January 1, 2002, and less than six months prior to
commencement of his membership in the Plan, contributions to the Plan shall not
be permitted until the expiration of the six month period beginning on the date
of such withdrawal, and will not be made unless and until such Member elects to
make such contributions on a form or in a manner prescribed by the Committee.


     8.2 A. At any time following his completion of one year of membership
(including membership in a Prior Plan, the Retail Operations Plan, the HOVENSA
Plan or the Merit Plan) a Member may elect to withdraw, without the penalty of
suspension, a portion of his contributions, subject to the limitations of
Section 19.11, as follows.


          1. If he is at least age 59 1/2 at the time of the withdrawal, 50% of the
sum of his total contributions including his Elective Deferrals less the sum of
his prior withdrawals as of the effective date of the withdrawal.



          2. If he is not at least age 59 1/2 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.



          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



36






Table of Contents


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.


     8.3 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.



     8.4 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:



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



               2. The Member’s interest in Fund C in whole shares of AMERADA 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 AMERADA 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 AMERADA 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 AMERADA 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



37






Table of Contents


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.



          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 19.12 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.



     8.5 Early Voluntary Withdrawal.


     Notwithstanding the foregoing, 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 or the
Merit Plan:


          A. The distribution of the Member’s interest in mutual funds and Fund C
will be made as specified in Sections 8.3 and 8.4.



          B. The distribution of the Member’s interest in the portion of the assets
attributable to Company contributions (including employer matching
contributions made to the HOVENSA Plan or the Merit 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 HOVENSA Plan or the Merit Plan) on said Member’s
behalf within two years of the date payment is requested by the Member.



     8.6 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.



38






Table of Contents


               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.



          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 8.6D4.



          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 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



39






Table of Contents


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 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:



40






Table of Contents


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



     8.7 Anything to the contrary hereinabove notwithstanding, withdrawals of
assets attributable to Elective Deferrals shall be subject to the limitations
of Article 19.


     8.8 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 8.6D4.


41






Table of Contents





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, 9.5, or 9.6) 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 8.4 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, 9.5 or 9.6), 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 8.4B,
and his vested interest attributable to Company contributions shall be
distributed to him in the manner specified in subparagraph 3 of Section 8.4B,
both as follows:



               1. If the value of his entire vested interest shall not exceed $5,000 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 $5,000, it
shall be distributed to him as soon as practicable following his attainment of
age 65 (or to his Beneficiary on his death prior thereto), unless the Member
shall, prior to any Valuation Date succeeding the Valuation Date described
above, make a request on a form or in a manner prescribed by the Committee for
earlier distribution, or for a later distribution as permitted under Section
9.4. 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


42






Table of Contents




 shall be no restoration of his account balances.


     9.3 Anything to the contrary hereinabove notwithstanding, distribution of
assets attributable to Elective Deferrals shall be subject to the limitations
of Article 19.


     9.4 A. 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:


               1. the Member attains age 65 ;



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



               3. the Member terminates employment with the Company;



               4. 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.



          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 1, 2 and 3 of Paragraph A 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 8.6 of the Plan.



     9.5 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.


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


43






Table of Contents




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 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.


44






Table of Contents





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 8.3 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


45






Table of Contents




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 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 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 Plan and the HOVENSA
Plan.


46






Table of Contents


ARTICLE 11

ADMINISTRATION OF THE PLAN



     11.1 The Plan shall be administered by a Committee consisting of three
or more persons who shall be appointed by the Board of Directors.


     11.2 The Committee shall have the authority to control and manage the
operation and administration of the Plan, as set forth in Section 11.4.


     11.3 The Committee shall act by a majority of its members, but a majority
of the members may, at any time and from time to time, by an instrument in
writing delivered to the Trustee and to the Board of Directors: (a) designate a
Committee member to exercise the powers of the Committee at any time and from
time to time in the administration of the Plan, and (b) appoint one or more
persons to act as agent or agents of the Committee. Any agent or agents so
appointed shall serve at the pleasure of the Committee.


     11.4 The Committee shall have the power, duty, and responsibility to
direct the administration of the Plan, including the power: (a) to reconcile
any inconsistencies in the Plan; (b) to construe and interpret the provisions
of the Plan and all parts thereof, (c) to provide such rules and regulations
not inconsistent with the Plan as it may deem necessary; (d) to resolve all
questions with respect to the individual rights of Members and former Members;
and (e) to authorize benefit payments under the Plan. Any interpretation or
construction placed upon any term or provision of the Plan by the Committee,
any determination of the Committee with respect to the rights of a Member or
former Member, any reconciliation of any inconsistency in the Plan made by the
Committee, and any action whatever taken by the Committee in good faith shall
be final and conclusive.


     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 The Committee may, in writing, allocate responsibilities for the
operation and administration and recordkeeping of the Plan including
discretionary responsibilities for persons serving as fiduciaries.


     11.7 A. The Committee shall serve as the liaison among the Companies, the
Trustee, the recordkeeper and the Members.


             B. To the extent required by law and not specified in the Plan the
Committee shall establish a funding policy and method consistent with the
objectives of
the Plan.



             C. The Committee shall maintain or cause to be maintained such records
under the Plan as it shall deem necessary or desirable.



47






Table of Contents


     11.8 Any member of the Committee, and any agent of the Committee, may be
removed from office at any time, with or without cause, by the Board of
Directors.


     11.9 Anything to the contrary herein notwithstanding, all acts and
decisions of the Committee and its agents authorized under the Plan shall at
all times be subject to review by the Board of Directors, provided, however,
that the Committee and its agents shall not be required to submit any act or
decision for such review unless specifically directed to do so by the Board of
Directors.


     11.10 Claims Procedure:


          A. The Committee shall make all determinations as to the right of any
person to a benefit.



          B. The Committee shall issue a decision on a claim for benefits under the
Plan within a reasonable period of time after receipt of the claim.



          C. Any denial or partial denial by the Committee of a claim for benefits
under the Plan by a Participant or Beneficiary shall:



               1. Be stated in writing by the Committee and delivered or mailed to the
Participant or Beneficiary;



               2. Set forth the specific reasons for the denial, written to the best of
the Committee’s ability in a manner that may be understood without legal or
actuarial counsel;



               3. Refer to pertinent provisions of the Plan on which the denial is based;



               4. Explain the procedure of the Plan relating to a review of the denial of
benefits.



     11.11 All costs and expenses incurred in administering the Plan, including
the expenses of the Trustee and the Committee, the fees of counsel and other
administrative expenses, except as specified below, shall be borne by the
Companies. Brokerage commissions, transfer taxes, and other charges and
expenses in connection with the purchase, sale, redemption, conversion, or
distribution of securities, shall be added to the cost of such securities or
deducted from the proceeds thereof, as the case may be. Loan initiation and
annual loan recordkeeping fees charged by the recordkeeper shall be paid
by the Member receiving a loan under the provisions of Section 19.13. All
other taxes which may at any time be levied or assessed upon or in respect of
any trusts, any Fund, or the assets of the Plan shall be paid out of the
particular trusts, Fund, or assets of the Plan giving rise to such taxes and
charged to the accounts of the respective Members, unless the


48






Table of Contents




 Principal
Company, by action of the Board of Directors, shall elect to pay such taxes.
Mutual fund investment management fees, sales charges and short-term trading
fees shall be charged against the accounts of Members invested in such funds.


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


     11.13 Information relating to the purchase, holding, and sale of common
stock of AMERADA HESS CORPORATION in Fund C, 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 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 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 Committee shall
appoint an independent fiduciary to carry out activities relating to such
situations. The independent fiduciary shall not be affiliated with the
Company.


49






Table of Contents





ARTICLE 12

AMENDMENT OF THE PLAN



     12.1 A. Except as herein limited, the Board of Directors shall have the
right to amend the Plan at any time and to any extent that it may deem
advisable.


          B. The Committee is authorized to restate the Plan and to make all changes
to the Plan or any group of related changes that are forecast to increase the
annual cost of the Principal Company by less than $100,000, are required to
comply with applicable law or are made in conjunction with administrative
requirements, any said changes to be reported to the Compensation and
Management Development Committee of the Board of Directors (the “Board
Committee”) annually.



          C. The Board Committee is authorized to approve changes or any group of
related changes to the Plan that are forecast to increase the annual cost to
the Principal Company by less than $500,000.



          D. The Committee is authorized to maintain records of all such actions to
indicate their review and approval, that will be:



               1. reduced to writing;



               2. executed by an officer of the Principal Company who is a member of the
Committee and by the Secretary or an Assistant Secretary of the Principal
Company; and



               3. incorporated in subsequent restatements of the Plan.



          E. Any such amendment or restatement shall be set forth in a written
instrument, which shall be executed and delivered as set forth in the preceding
paragraph. Upon execution of such written instrument, the Plan shall be deemed
to have been amended in the manner therein set forth, effective as of the date
specified therein, and all Members, Companies, the Committee, and all other
persons interested in the Plan shall be bound thereby.



     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


50






Table of Contents




 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.


51






Table of Contents





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


52






Table of Contents




assets of the Plan shall be and become nonforfeitable.


          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 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 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 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 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



53






Table of Contents


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.


          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.



54






Table of Contents





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.


55






Table of Contents





ARTICLE 15

THE TRUSTEE



     15.1 The Company shall enter into an agreement or agreements with a bank,
trust company or other fiduciary, as Trustee, which shall hold and invest the
contributions made under the Plan.


     15.2 Each Trustee shall perform all of its duties, subject to the
requirements of, and receive compensation in accordance with, the terms of any
such agreement.


     15.3 All action taken by a Trustee pursuant to its authority as such shall
be binding upon all Members, each Company, the Committee and upon every person
who is or may become interested in the Plan.


     15.4 The Principal Company may in its discretion terminate any agreement
hereinabove described, remove any Trustee appointed by it and appoint as
successor Trustee any other qualified bank, trust company, or other fiduciary.


     15.5 The Principal Company is the named fiduciary with respect to control
or management of the assets of the Plan. However, Compensation and Management
Development Committee of its Board of Directors may appoint and monitor an
investment manager or managers to manage (including the power to acquire and
dispose of) any assets of the Plan, and may select mutual funds for Plan
investments.


     15.6 The Trustee shall vote, in person or by proxy, the shares of common
stock of AMERADA 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 Fund C, and the Trustee shall be obliged to follow such
instructions. Written notice of any meeting of stockholders of AMERADA HESS
CORPORATION and a request for instructions shall be given by the Trustee, at
such time and in such manner as the Committee shall determine, to each Member
entitled to give such instructions. Shares of common stock attributable to
Company contributions and shares held in Fund C 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 confidential and not disclosed to the Company by
the Trustee.


     15.7 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 acquiror
in respect of all or
a portion of the outstanding shares of common stock of AMERADA HESS
CORPORATION,


56






Table of Contents




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 Fund C. The Trustee shall be obliged to follow such tender
or exchange instructions and respond in accordance therewith. Shares of common
stock held in Fund C with respect to which no instructions are received shall
not be tendered or exchanged by the Trustee to or with any such potential
acquiror. Written notice of any such tender or exchange offer, and a copy of
all of the materials distributed to shareholders of AMERADA HESS CORPORATION in
connection therewith, relating to any such tender or exchange offer and the
potential acquiror, 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, AMERADA HESS CORPORATION, any affiliate of AMERADA HESS
CORPORATION, or any officer, director or employee of any such companies.


57






Table of Contents





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.


58






Table of Contents


     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.


     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.


59






Table of Contents


     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.


          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 19.12 on or
after January 1, 1999.



          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, or a qualified trust described in Section 401(a) of the
Code, that accepts the distributee’s eligible rollover distribution. However,
in the case of an eligible rollover distribution to the surviving Spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.



          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.



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



60






Table of Contents





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, 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 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,
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.


61






Table of Contents


     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 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.


     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.


     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.


     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


62






Table of Contents




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, Voluntary Withdrawals under
Article 8, or Loans or Hardship Withdrawals under Article 19, 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.


63






Table of Contents





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



64






Table of Contents


part of a permissive aggregation group and the top-heavy ratio for the group of
plans exceeds 60 percent.


               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



65






Table of Contents


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.



          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



66






Table of Contents


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.



     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.



67






Table of Contents


          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 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%.


68






Table of Contents





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. 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 1.27), 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 Actual Deferral Percentage Test


          A. The ADP for Members who are Highly Compensated Employees and the ADP
for Members who are Non-highly Compensated Employees must satisfy one of the
following tests:



               1. The ADP for Members who are Highly Compensated Employees for the Plan
Year shall not exceed the ADP for Members who are Non-highly Compensated
Employees for the prior Plan Year multiplied by 1.25; or



               2. The ADP for Members who are Highly Compensated Employees for the Plan
Year shall not exceed the ADP for Members who are Non-highly Compensated
Employees for the prior Plan Year multiplied by 2.0, provided that the ADP for
Members who are Highly Compensated Employees does not exceed the ADP for
Members who are Non-highly Compensated Employees by more than two (2)
percentage
points.



               3. The above ADP test may be monitored periodically throughout the



69






Table of Contents


Plan
Year, and the Elective Deferrals of Highly Compensated Employees may be reduced
prospectively to the extent necessary to pass the test.


               4. The Company reserves the right to make a Qualified Non-Elective
Contribution (as defined in Section 401(k) of the Code) to Non-highly
Compensated Employees in order to pass the ADP test.



               5. ‘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.



          B. Special Rules:



               1. The ADP for any Member who is a Highly Compensated Employee for the
Plan Year and who is eligible to have Elective Deferrals allocated to his
accounts under two or more arrangements described in Section 401(k) of the
Code, that are maintained by the Company, shall be determined as if such
Elective Deferrals were made under a single arrangement. If a Highly
Compensated Employee participates in two or more cash or deferred arrangements
that have different plan years, all cash or deferred arrangements ending with
or within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Section 401(k) of the Code.



               2. In the event that this Plan satisfies the requirements of Sections
401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then this Section shall
be applied by determining the ADP of employees as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Section 401(k) of the
Code only if they have the same plan year.



               3. At the election of the Company made by the Committee, the ADP for
Members who are Non-highly Compensated Employees may be determined for the same
Plan Year as the ADP for Members who are Highly Compensated Employees,
instead of for the preceding Plan year. If such an election is made, it may
not be changed except as provided by the Secretary of the Treasury.



               4. For purposes of determining the ADP test, Elective Deferrals must be
made before the last day of the twelve-month period immediately following the
Plan Year



70






Table of Contents


to which contributions relate.


               5. The Company shall maintain records sufficient to demonstrate
satisfaction of the ADP test.



               6. The determination and treatment of the ADP amounts of any Member shall
satisfy such other requirements as may be prescribed by the Secretary of the
Treasury.



     19.4 Distribution of Excess Contributions.


          Notwithstanding any other provision of this Plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed no
later than the last day of each Plan Year to Members to whose accounts such
Excess Contributions were allocated for the preceding Plan Year. Excess
Contributions shall be allocated to Highly Compensated Employees with the
largest amounts of employer contributions taken into account in calculating the
ADP test for the year in which the excess arose, beginning with the Highly
Compensated Employee with the largest amount of such Company contributions and
continuing in descending order until all the Excess Contributions have been
allocated. For purposes of the preceding sentence, the “largest amount” is
determined after distribution of any Excess Contributions. If such excess
amounts are distributed more than 2 1/2 months after the last day of the Plan
Year in which such excess amounts arose, a 10-percent excise tax will be
imposed on the Company with respect to such Excess Contributions.



          Notwithstanding the foregoing, to the extent permitted by regulations, the
Company may recharacterize Excess Contributions as Employee Contributions,
subject to the limitations of Sections 19.7 and 19.11. Recharacterization must
occur no later than 2 1/2 months after the last day of the Plan Year in which
such Excess Contributions arose and is deemed to occur no earlier than the date
the last Highly Compensated Employee is informed in writing of the amount
recharacterized and the consequences thereof. Recharacterized amounts will be
taxable to the Member for the Member’s taxable year in which the Member would
have received them in cash.



          Excess Contributions (including the amounts recharacterized) shall be
treated as annual additions under the Plan.



          Determination of income or loss: Excess Contributions shall be adjusted
for any income or loss. The income or loss allocable to Excess Contributions
is the income or loss allocable to the Member’s Elective Deferral account for
the Plan Year multiplied by a fraction, the numerator of which is such Member’s
Excess Contributions for the year and



71






Table of Contents


the denominator is the Member’s account
balance attributable to Elective Deferrals without regard to any income or loss
occurring during such Plan Year.


          Accounting for Excess Contributions: Excess Contributions shall be
distributed (or recharacterized) from the Member’s Elective Deferral account in
proportion to the Member’s Elective Deferrals for the Plan Year.



     19.5 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).



     19.6 Forfeitures and 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.



          Forfeitures of Matching Contributions, other than Excess Aggregate
Contributions, including employer matching contributions to the HOVENSA Plan
transferred to the Plan, shall be made in accordance with Article 10.



     19.7 Limitations on Employee Contributions and Matching Contributions


          The ACP for Members who are Highly Compensated Employees and the ACP for
Members who are Non-highly Compensated Employees must satisfy one of the
following tests:



          A. The ACP for Members who are Highly Compensated Employees for the Plan
Year shall not exceed the ACP for Members who are Non-highly Compensated
Employees for the prior Plan Year multiplied by 1.25; or



          B. The ACP for Members who are Highly Compensated Employees for the Plan
Year shall not exceed the ACP for members who are Non-highly Compensated
Employees for the prior Plan Year multiplied by two (2), provided that the ACP
for Members who are Highly Compensated Employees does not exceed the ACP for
Members who are Non-highly Compensated Employees by more than two (2)
percentage points.



          C. Special Rules:



72






Table of Contents


               1. Multiple Use: If one or more Highly Compensated Employees participates
in both a cash or deferred arrangement (“CODA”) and a plan subject to the ACP
test maintained by the Company and the sum of the ADP and ACP of those Highly
Compensated Employees subject to either or both tests exceeds the Aggregate
Limit, then the ACP of those Highly Compensated Employees who also participate
in a CODA will be reduced (beginning with such Highly Compensated Employee
whose ACP is the highest) so that the limit is not exceeded. The amount by
which each Highly Compensated Employee’s Contribution Percentage Amounts is
reduced shall be treated as an Excess Aggregate Contribution. The ADP and ACP
of the Highly Compensated Employees are determined after any corrections
required to meet the ADP and ACP tests. Multiple use does not occur if either
the ADP or ACP of the Highly Compensated Employees does not exceed 1.25
multiplied by the ADP and ACP of the Non-highly Compensated Employees.



               2. For purposes of this Section, the Contribution Percentage for any
Member who is a Highly Compensated Employee and who is eligible to have
Contribution Percentage Amounts allocated to his or her account under two or
more CODA’s, or CODA’s that are maintained by the Company, shall be determined
as if the total of such Contribution Percentage Amounts was made under each
plan. If a Highly Compensated Employee participates in two or more CODA’s that
have different Plan Years, all CODA’s ending with or within the same calendar
year shall be treated as a single CODA. Notwithstanding the foregoing, certain
plans shall be treated as separate if mandatorily disaggregated under
regulations under Section 401(m) of the Code.



               3. In the event that this Plan satisfies the requirements of Sections
401(a)(4), 401(m) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then this Section shall
be applied by determining
the Contribution Percentage of Employees as if all such plans were a single
plan. Plans may be aggregated in order to satisfy Section 401(m) of the Code
if they have the same Plan Year.



               4. At the election of the Company made by the Committee, the ACP for
Members who are Non-highly Compensated Employees may be determined for the same
Plan Year as the ACP for Members who are Highly Compensated Employees, instead
of for the preceding Plan year. If such an election is made, it may not be
changed except as provided by the Secretary of the Treasury.



73






Table of Contents


               5. For purposes of determining the Contribution Percentage test, Employee
Contributions are considered to have been made in the Plan Year in which
contributed to the Trust. Matching Contributions will be considered made for a
Plan Year if made no later than the end of the twelve-month period beginning on
the day after the close of the Plan Year.



               6. The Company shall maintain records sufficient to demonstrate
satisfaction of the ACP test.



               7. The determination and treatment of the Contribution Percentage of any
Member shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.



     19.8 Distribution of Excess Aggregate Contributions


          Notwithstanding any other provision of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be
forfeited, if forfeitable, or if not forfeitable, distributed no later than the
last day of each Plan Year to Members to whose accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year. Such distributions
shall be made to Highly Compensated Employees on the basis of the amount of
contributions on behalf of, or by each such Employee. If such Excess Aggregate
Contributions are distributed more than 2 1/2 months after the last day of the
Plan Year in which such excess amounts arose, a ten (10) percent excise tax
will be imposed on the Company with respect to those Excess Aggregate
Contributions. Excess Aggregate Contributions shall be treated as annual
additions under the Plan.



          Determination of Income or Loss: Excess Aggregate Contributions shall be
adjusted for any income or loss. The income or loss allocable to Excess
Aggregate Contributions is the income or loss allocable to the Member’s
Employee Contribution
account, Matching Contribution account, and Elective Deferral account for the
Plan Year multiplied by a fraction, the numerator of which is such Member’s
Excess Aggregate Contributions for the year and the denominator is the account
balance(s) attributable to Contribution Percentage Amounts without regard to
any income or loss occurring during such Plan Year.



          Accounting for Excess Aggregate Contributions: Excess Aggregate
Contributions shall be forfeited or distributed on a pro-rata basis from each
fund in which the Member’s contributions and Company matching contributions are
invested in the following order: (i) unmatched after-tax contributions in the
Member’s Employee Contribution account, and (ii) matched after-tax
contributions in the Member’s Employee



74






Table of Contents


contribution account and an equal amount
of the related Company matching contributions in the Matching Contribution
account, each with their related income or loss.


     19.9 Average Contribution Percentage


          In computing the Average Contribution Percentage, the Company shall take
into account, and include as Contribution Percentage Amounts, all Elective
Deferrals under this Plan or any other plan of the Company, as provided by
regulations.



          The amount of Elective Deferrals taken into account as Contribution
Percentage Amounts for purposes of calculating the Average Contribution
Percentage, subject to such other requirements as may be prescribed by the
Secretary of the Treasury, shall be such Elective Deferrals that are needed to
meet the Average Contribution Percentage test.



          Forfeitures of Excess Aggregate Contributions shall be applied to reduce
Company contributions for the Plan Year in which the excess arose.



     19.10 Nonforfeitability and Vesting


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



     19.11 Distribution Requirements


          Elective Deferrals 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 separation from
service, 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.



75






Table of Contents


          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 19.12.



          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.



     19.12 Hardship Distribution


          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 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; or the need to prevent the eviction of the
Employee from, or a foreclosure on the mortgage of, the Employee’s principal
residence.



          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;



76






Table of Contents


               (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.



     19.13 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 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



77






Table of Contents


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 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.



78






Table of Contents


               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 19.13, 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.



     19.14 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



79






Table of Contents


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 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



80






Table of Contents


Harbor without regard to permitted
disparity under section 401(l).


                    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 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. ACP Test Safe Harbor



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



     19.15 The following provisions will remain in effect until they are
applied to the Plan Year ending December 31, 2001, and shall be deleted
thereafter:


          1.3 — Actual Deferral Percentage



          1.6 — Aggregate Limit



          1.8 — Average Contribution Percentage



          1.17 — Contribution Percentage



          1.18 — Contribution Percentage Amounts



          1.25 — Excess Aggregate Contributions



          1.26 — Excess Contributions



          Section 19.3 — Actual Deferral Percentage Test.



          Section 19.4 — Distribution of Excess Contributions.



          The last paragraph of Section 19.6 — Forfeitures and Vesting of Matching



81






Table of Contents


Contributions.


          Section 19.7 — Limitations on Employee contributions and matching
Contributions.



          Section 19.8 — distributions of Excess Aggregate Contributions.



          Section 19.9 — Average Contribution Percentage.



     As a result of the foregoing changes, the remaining definitions in Article
1 shall be renumbered sequentially beginning with 1.1, and the remaining
sections of Article 19 shall be renumbered sequentially starting with 19.1, and
all cross-references to changed section numbers shall changed accordingly when
the Plan is restated after December 31, 2002.


82






Table of Contents





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, 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.



     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.


83






Table of Contents





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, Voluntary Withdrawals under Article 8, or Loans
under Article 19, 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,


84






Table of Contents




notwithstanding any other provisions of the Plan to
the contrary.


          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 as follows.



               1. Investments in the Emerald Treasury Money Market and the Barnett Stable
Value funds shall be transferred to Fund A.



               2. Investments in the Emerald Managed Bond Fund shall be transferred to
Fund D.



               3. Investments in the Emerald Equity Fund and Emerald Small Cap Fund shall
be transferred to Fund G.



          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 future Company contributions to the Plan shall be invested in
Amerada Hess Corporation common stock.



          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 Voluntary
Withdrawal 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



85






Table of Contents


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 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



86






Table of Contents


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. 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



87






Table of Contents


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.



               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



88






Table of Contents


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 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.


89






Table of Contents





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, Voluntary Withdrawals under
Article 8, or Loans under Article 19 after December 19, 1997, no requests for
Hardship Withdrawals under Article 19 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 9.5.


     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.



90






Table of Contents


          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.


91






Table of Contents





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, Voluntary Withdrawals under Article 8, Loans under Article 19,
or Hardship Withdrawals under Article 19 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 9.5.


     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



92






Table of Contents


changed by the Member in accordance with Section 3.2.


          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 Amerada 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 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.


93






Table of Contents





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 9.5.


     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) Voluntary Withdrawals under
Article 8, or (iii) loans under Article 19, 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.



94






Table of Contents


     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
specified in Section 5.1 shall be based on the funds in which the transferred
assets were invested in the Merit Plan as follows.



               1. Investments in the Thrift Cash Fund shall be transferred to Fund A.



               2. Investments in the Thrift Bond Fund shall be transferred to Fund D.



               3. Investments in the Thrift Balanced Fund shall be transferred to Fund E.



               4. Investments in the Thrift Growth Fund shall be transferred to Fund G.



          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:



95






Table of Contents


                    (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, 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



96






Table of Contents


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.



          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



97






Table of Contents


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 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.


98






Table of Contents





AMENDMENT 1



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.





AMENDMENT 2



Loan repayments will be suspended under this plan as permitted under Section
414(u)(4) of the Internal Revenue Code.


Model Amendment for Section 415(c)(3) Compensation Definition



For limitation years beginning on and after January 1, 2001, for purposes of
applying the limitations described in Sections 1.3, 1.17, 1.20, 1.22, 1.30, 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 amendment 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.


Model Amendment



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.





AMENDMENT OF THE PLAN FOR EGTRRA



     A.     Adoption and effective date of amendment.


     This amendment of the Plan is adopted to reflect certain provisions of the
Economic


99






Table of Contents




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.


     B.     Limitations on Contributions


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



          2. 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:



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



               b. 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.


     C.     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.


     D.     Direct Rollovers of Plan Distributions


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



          2. 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



100






Table of Contents


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.


          3. 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.



          4. 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.



     E.     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.


          1. Direct Rollovers:



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



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



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



               c. 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 subdivision of a state.



          2. Member Rollover Contributions from IRAs:



101






Table of Contents


          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.



     F.     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, the Plan shall immediately distribute the Member’s entire
nonforfeitable account balance.


     G.     Repeal of Multiple Use Test


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


     H.     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 Paragraph J of this
amendment and section 414(v) of the Code, if applicable.


     I.     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.


     J.     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


102






Table of Contents




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.


     K.     Distribution Upon Severance from Employment


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



               2. 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 these presents to be signed this 1st day of July 2002.



	 	 	 	 	 
	 	 	AMERADA HESS CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Neal Gelfand
	 	 	 	 	Neal Gelfand, Senior Vice President
	 	 	 	 	 
	 	 	
By:
	 	/s/ Carl T. Tursi
	 	 	 	 	Carl T. Tursi, Secretary




103