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(Source: Wood Mackenzie)

Elliott Management Corporation (“Elliott”) today sent a letter to shareholders of Hess Corporation (NYSE: HES) urging them to elect at the Company’s 2013 Annual Meeting the following slate of five independent directors to the Board:

  • Rodney F. Chase - Former Deputy Chief Executive, BP plc
  • Harvey Golub - Former Chief Executive Officer, American Express Company
  • Karl F. Kurz - Former Chief Operating Officer, Anadarko Petroleum Corporation
  • David McManus - Former Executive Vice President, Pioneer Natural Resources Company
  • Marshall D. Smith - Chief Financial Officer, Ultra Petroleum Corporation

Alternate board nominees are:

  • William Berry - Former Executive Vice President, ConocoPhillips Company
  • Jonathan R. Macey - Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School

Elliott strongly advocates for Hess to conduct a full strategic and operational review to consider all pathways to maximize shareholder value which could include implementing a substantial divestment program with a potential spinoff of the Bakken asset to refocus its portfolio; improving operations and accountability; and bringing greater discipline to capital allocation.

Elliott, affiliates of which beneficially own 4% of the common stock of Hess Corporation, is a multi-strategy investment firm with deep experience investing in public and private companies. Please visit www.reassesshess.com for more information. Full text of the letter follows:

January 29, 2013

Dear Fellow Shareholder:

We are writing to you on behalf of Elliott Associates, L.P. and Elliott International, L.P. (together, “Elliott” or “we”), collectively the beneficial owners of 4% of the common stock 1 of Hess Corporation (“Hess” or the “Company”). After extensive study and analysis, we are convinced that tremendous value is trapped inside the Company as a result of poor oversight by a board of directors lacking both the experience and independence to set a clear, shareholder-focused, value-creating strategy. As a result, we have identified and are submitting for election at the Company’s 2013 Annual Meeting a slate of five independent, highly qualified nominees to join Hess’s board. The Nominees each bring substantial expertise and deep experience and were selected specifically for their ability to foster the boardroom dynamics that are required to unlock the Company’s enormous potential. We believe that unlocking this trapped value could result in a share price of greater than $126 per share 2, amounting to upside of over 150% 3, or $26 billion of enterprise value creation.

Our investment in Hess Corporation is Elliott’s largest initial equity investment in its more than 35 year history. The size of the position reflects our conviction that, with proper oversight and guidance from the Shareholder Nominees, tremendous value can be unlocked. In this letter, we lay out our thoughts on how the board can reclaim shareholder value by refocusing the Company. However, our overarching point is this: all of the billions wasted, all of the operational failures, and all of the opacity stems from one central problem: the board’s failure to oversee management and hold it accountable for over a decade of failures.

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