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Hess Sends Letter To Shareholders

We view the company's proactive stance and exceptional clarity with its investor base as a major blow to activist claims…The accelerated plan covers essentially all facets for unlocking value for shareholders.

— Eliot Javanmardi, Capital One, March 6, 2013

Hess Corporation’s much anticipated response to Elliott Management deals what we believe will provide a knockout counter-proposal and provides the line of sight on the next leg of the recovery.

— Doug Leggate, Bank of America Merrill Lynch, March 5, 2013

We expect the HES transformational plan to be viewed more favourably by shareholders than the suggestions made by Elliott in late January.

— William Featherston, UBS, March 4, 2013

Rather than acknowledge the market’s overwhelming endorsement of Hess’ transformation strategy, Singer has chosen instead to push his value destructive ideas through backward-looking presentations that ignore Hess’ continuing progress. Rather than meet with Hess management to gain a better understanding of our strategy to create lasting value for shareholders, Singer has launched an aggressive campaign against Hess and is presenting highly misleading information to the market in an effort to gain support for a flawed agenda that would effectively dismantle the Company. He seems unwilling or unable to accept the fact that Wall Street analysts have already overwhelmingly rejected his value-destructive “recommendations”.

We tend to agree with management’s assertion that a breakup into two E&P companies, one domestic and one international, would not be the best way to create shareholder value.

— Fadel Gheit, Oppenheimer, March 5, 2013

We believe the recovery set in place by management well before Elliott entered the fray is compelling. To derail the process at this juncture would be counter-productive.

— Doug Leggate, Bank of America Merrill Lynch, March 5, 2013

But Singer has not stopped there. He has gone a step further, and is attempting to install his own dissident slate of directors on the Hess Board who would promote his short term agenda, and incentivized them to liquidate Hess as quickly as possible. We find the prospect of Paul Singer, a shareholder, potentially paying directors millions of dollars in contingency fees for pre-determined outcomes to be highly troublesome from a governance perspective, and have concerns about the Singer directors’ ability to act as fiduciaries on behalf of all Hess shareholders.

We urge you to reject Singer’s short-term ideas by discarding any proxy materials sent you by Elliott Management or its representatives. Do not return Elliott’s proxy card, even as a protest vote, as only your latest dated proxy card will be counted at the Annual Meeting.

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