AMERADA HESS CORPORATION

 

                           SECOND AMENDED AND RESTATED

                          1995 LONG-TERM INCENTIVE PLAN

 

      SECTION 1. PURPOSE. The purpose of this Second Amended and Restated 1995

Long-Term Incentive Plan (the "Plan") of Amerada Hess Corporation (together with

any successor thereto, the "Corporation") is (a) to promote the identity of

interests between shareholders and employees of the Corporation by encouraging

and creating significant ownership of Common Stock of the Corporation by

officers and other salaried employees of the Corporation and its subsidiaries;

(b) to enable the Corporation to attract and retain qualified officers and

employees who contribute to the Corporation's success by their ability,

ingenuity and industry; and (c) to provide meaningful long-term incentive

opportunities for officers and other employees who are responsible for the

success of the Corporation and who are in a position to make significant

contributions toward its objectives.

 

      SECTION 2. DEFINITIONS. In addition to the terms defined elsewhere in the

Plan, the following shall be defined terms under the Plan:

 

      2.01. "Award" means any Performance Award, Option, Stock Appreciation

Right, Restricted Stock, Deferred Stock, Dividend Equivalent, or any other right

or interest relating to Shares or cash, granted to a Participant under the Plan.

 

      2.02. "Award Agreement" means any written agreement, contract, or other

instrument or document evidencing an Award.

 

      2.03. "Board" means the Board of Directors of the Corporation.

 

      2.04. "Change of Control" and related terms are defined in Section 9.

 

      2.05. "Code" means the Internal Revenue Code of 1986, as amended from time

to time. References to any provision of the Code shall be deemed to include

successor provisions thereto and regulations thereunder.

 

      2.06. "Committee" means the Compensation and Management Development

Committee of the Board, or such other Board committee as may be designated by

the Board to administer the Plan, or any subcommittee of either; provided,

however, that the Committee, and any subcommittee thereof, shall consist of

three or more directors (or such lesser number as may be permitted by applicable

law or rule), each of whom is a "disinterested person" within the meaning of the

applicable provisions of Rule 16b-3 under the Exchange Act and an "outside

director" within the meaning of Section 162(m)(3)(C) of the Code and Treasury

Regulation Section 1.162-27(e)(3), as amended from time to time.

 

      2.07. "Corporation" is defined in Section 1.

 

      2.08. "Covered Employee" has the same meaning as set forth in section

162(m) of the Code, and successor provisions.

 

      2.09 "Deferred Stock" means a right, granted to a Participant under

Section 6.05, to receive Shares at the end of a specified deferral period.

 

      2.10 "Dividend Equivalent" means a right, granted to a Participant under

Section 6.03, to receive cash, Shares, other Awards, or other property equal in

value to dividends paid with respect to a specified number of Shares.

 

      2.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended

from time to time. References to any provision of the Exchange Act shall be

deemed to include successor provisions thereto and any rules and regulations

thereunder.

 

      2.12 "Fair Market Value" means, with respect to Shares, Awards, or other

property, the fair market value of such Shares, Awards, or other property

determined by such methods or procedures as shall be established from time to

time by the Committee. Unless otherwise determined by the Committee, the Fair

Market Value of Shares as of any date shall be the closing sales price on that

date of a Share as reported in the New York Stock Exchange Composite Transaction

Report; provided, that if there were no sales on the valuation date but there

were sales on dates within a reasonable period both before and after the

valuation date, the Fair Market Value is the weighted average of the closing

prices on the nearest date before and the nearest date after the valuation date.

The average is to be weighted inversely by the respective numbers of trading

days between the selling dates and the valuation date.

 

<PAGE>

 

      2.13 "Immediate Family Member" means, with respect to any Participant, any

of such Participant's spouse, children, parents or siblings.

 

      2.14 "Incentive Stock Option" means an Option that is intended to meet the

requirements of Section 422 of the Code.

 

      2.15 "Non-Qualified Stock Option" means an Option that is not intended to

be an Incentive Stock Option.

 

      2.16 "Option" means a right, granted to a Participant under Section 6.06,

to purchase Shares, other Awards, or other property at a specified price during

specified time periods. An Option may be either an Incentive Stock Option or a

Non-Qualified Stock Option.

 

      2.17 "Participant" means a person who has been granted an Award under the

Plan.

 

      2.18 "Performance Award" means a right, granted to a Participant under

Section 6.02, to receive cash, Shares, other Awards, or other property the

payment of which is contingent upon achievement of performance goals specified

by the Committee.

 

      2.19 "Performance-Based Restricted Stock" means Restricted Stock that is

subject to a risk of forfeiture if specified performance criteria are not met

within the restriction period.

 

      2.20 "Plan" is defined in Section 1.

 

      2.21 "Restricted Stock" means Shares granted to a Participant under

Section 6.04, that are subject to certain restrictions and to a risk of

forfeiture.

 

      2.22 "Rule 16b-3" means Rule 16b-3, as from time to time amended and

applicable to Participants, promulgated by the Securities and Exchange

Commission under Section 16 of the Exchange Act.

 

      2.23 "Shares" means the Common Stock, $1.00 par value per share, of the

Corporation and such other securities of the Corporation as may be substituted

for Shares or such other securities pursuant to Section 10.

 

      2.24 "Special Deferred Stock" means Deferred Stock granted under

Subsection 6.05(i)(b), subject to the maximum Share limitation set forth in

Section 7.02.4.

 

      2.25 "Special Restricted Stock" means Restricted Stock granted under

Subsection 6.04(i)(b), subject to the maximum Share limitation set forth in

Section 7.02.4.

 

      2.26 "Stock Appreciation Right" means a right, granted to a Participant

under Section 6.07, to be paid an amount measured by the appreciation in the

Fair Market Value of Shares from the date of grant to the date of exercise of

the right, with payment to be made in cash, Shares, other Awards, or other

property as specified in the Award or determined by the Committee.

 

      2.27 "Subsidiary" means any corporation (other than the Corporation) with

respect to which the Corporation owns, directly or indirectly, 50% or more of

the total combined voting power for all classes of stock. In addition, any other

related entity may be designated by the Board or the Committee as a Subsidiary,

provided the Board or the Committee determines that the Corporation has a

substantial ownership interest in such entity.

 

      2.28 "Year" means a calendar year.

 

      SECTION 3. ADMINISTRATION.

 

      3.01 Authority of the Committee. The Plan shall be administered by the

Committee. The Committee shall have full and final authority to take the

following actions, in each case subject to and consistent with the provisions of

the Plan:

 

      (i) to select and designate Participants;

 

      (ii) to designate Subsidiaries;

 

                                       2

 

<PAGE>

 

      (iii) to determine the type or types of Awards to be granted to each

Participant;

 

      (iv) to determine the number of Awards to be granted, the number of Shares

to which an Award will relate, the terms and conditions of any Award granted

under the Plan (including, but not limited to, any exercise price, grant price,

or purchase price, any restriction or condition, any schedule for lapse of

restrictions or conditions relating to transferability or forfeiture,

exercisability, or settlement of an Award, and waivers or accelerations thereof,

and waiver of performance conditions relating to an Award, based in each case on

such considerations as the Committee shall determine), and all other matters to

be determined in connection with an Award;

 

      (v) to determine whether, to what extent, and under what circumstances an

Award may be settled, or the exercise price of an Award may be paid, in cash,

Shares, other Awards, or other property, or an Award may be cancelled,

forfeited, or surrendered;

 

      (vi) to determine whether, to what extent, and under what circumstances

cash, Shares, other Awards, or other property payable with respect to an Award

will be deferred either automatically, at the election of the Committee, or

pursuant to an agreement between the Corporation and the Participant;

 

      (vii) to prescribe the form of each Award Agreement, which need not be

identical for each Participant;

 

      (viii) to adopt, amend, suspend, waive, and rescind such rules and

regulations and appoint such agents as the Committee may deem necessary or

advisable to administer the Plan;

 

      (ix) to correct any defect or supply any omission or reconcile any

inconsistency in the Plan and to construe and interpret the Plan and any Award,

rules and regulations, Award Agreement, or other instrument hereunder; and

 

      (x) to make all other decisions and determinations as may be required

under the terms of the Plan or as the Committee may deem necessary or advisable

for the administration of the Plan.

 

      3.02 Manner of Exercise of Committee Authority. Unless authority is

specifically reserved to the Board under the terms of the Plan, or applicable

law, the Committee shall have sole discretion in exercising such authority under

the Plan. Any action of the Committee with respect to the Plan shall be final,

conclusive, and binding on all persons, including the Corporation, Subsidiaries,

Participants, any person claiming any rights under the Plan from or through any

Participant, and shareholders. The express grant of any specific power to the

Committee, and the taking of any action by the Committee, shall not be construed

as limiting any power or authority of the Committee. The Committee may delegate

to officers or managers of the Corporation or any Subsidiary the authority,

subject to such terms as the Committee shall determine, to perform

administrative functions under the Plan.

 

      3.03 Limitation of Liability. Each member of the Committee shall be

entitled to, in good faith, rely or act upon any report or other information

furnished to him by any officer or other employee of the Corporation or any

Subsidiary, the Corporation's independent certified public accountants, or any

executive compensation consultant or other professional retained by the

Corporation to assist in the administration of the Plan. No member of the

Committee, nor any officer or employee of the Corporation acting on behalf of

the Committee, shall be personally liable for any action, determination, or

interpretation taken or made in good faith with respect to the Plan, and all

members of the Committee and any officer or employee of the Corporation acting

on their behalf, shall, to the extent permitted by law, be fully indemnified and

protected by the Corporation with respect to any such action, determination, or

interpretation.

 

      SECTION 4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided

in Section 10, the total number of Shares reserved and available for Awards

under the Plan during the term hereof shall be 17 million shares. For purposes

of this Section 4, the number of and time at which Shares shall be deemed to be

subject to Awards and therefore counted against the number of Shares reserved

and available under the Plan shall be the earliest date at which the Committee

can reasonably estimate the number of Shares to be distributed in settlement of

an Award or with respect to which payments will be made; provided, however,

that, subject to the requirements of Rule 16b-3, the Committee may adopt

procedures for the counting of Shares relating to any Award for which the number

of Shares to be distributed or with respect to which payment will be made cannot

be fixed at the date of grant to ensure appropriate counting, avoid double

counting (in the case of tandem or substitute awards), and provide for

adjustments in any case in which the number of Shares actually distributed or

with respect to which payments are actually made differs from the number of

Shares previously counted in connection with such Award.

 

                                       3

 

<PAGE>

 

      If any Shares to which an Award relates are forfeited or the Award is

settled or terminates without a distribution of Shares (whether or not cash,

other Awards, or other property is distributed with respect to such Award), any

Shares counted against the number of Shares reserved and available under the

Plan with respect to such Award shall, to the extent of any such forfeiture,

settlement or termination, again be available for Awards under the Plan;

provided, however, that such Shares shall be available for issuance only to the

extent that the related award would be exempt under Rule 16b-3.

 

      SECTION 5. ELIGIBILITY. Awards may be granted only to individuals who are

officers or other salaried employees (including employees who are also

directors) of the Corporation or a Subsidiary; provided, however, that no Award

shall be granted to any member of the Committee.

 

      SECTION 6. SPECIFIC TERMS OF AWARDS.

 

      6.01 General. Awards may be granted on the terms and conditions set forth

in this Section 6. In addition, the Committee may impose on any Award or the

exercise thereof, at the date of grant or thereafter (subject to Section 11.02),

such additional terms and conditions, not inconsistent with the provisions of

the Plan, as the Committee shall determine, including without limitation the

acceleration of vesting of any Awards or terms requiring forfeiture of Awards in

the event of termination of employment by the Participant. Except as provided in

Section 7.04, only services may be required as consideration for the grant of

any Award.

 

      6.02 Performance Awards. Subject to the provisions of Sections 7.01 and

7.02, the Committee is authorized to grant Performance Awards to Participants on

the following terms and conditions:

 

            (i) Awards and Conditions. A Performance Award shall confer upon the

      Participant rights, valued as determined by the Committee, and payable to,

      or exercisable by, the Participant to whom the Performance Award is

      granted, in whole or in part, as determined by the Committee, conditioned

      upon the achievement of performance criteria determined by the Committee.

 

            (ii) Performance Period. The period of time with respect to which it

      is to be determined whether the performance criteria applicable to a

      Performance Award have been achieved shall not be less than one year,

      commencing not earlier than the date of grant of such Performance Award.

 

            (iii) Other Terms. A Performance Award shall be denominated in

      Shares and may be payable in cash, Shares, other Awards, or other

      property, and have such other terms as shall be determined by the

      Committee.

 

      6.03 Dividend Equivalents. The Committee is authorized to grant Dividend

Equivalents to Participants. The Committee may provide that Dividend Equivalents

shall be paid or distributed when accrued or shall be deemed to have been

reinvested in additional Shares or Awards, or otherwise reinvested.

 

      6.04 Restricted Stock. The Committee is authorized to grant Restricted

Stock to Participants on the following terms and conditions:

 

            (i) Issuance and Restrictions.

 

                  (a) Restricted Stock (other than Special Restricted Stock)

            shall be subject to such restrictions on transferability and other

            restrictions as the Committee may impose (including, without

            limitation, limitations on the right to vote such Restricted Stock

            or the right to receive dividends thereon), which restrictions shall

            lapse either: (x) in full with respect to all Shares underlying such

            Award of Restricted Stock at the expiration of a period not less

            than three years from the date of grant of such Award; or (y)

            proportionally in equal installments of the Shares underlying such

            Award of Restricted Stock over a period not less than three years

            from the date of grant of such Award, as the Committee shall

            determine, except that such restrictions may lapse earlier in the

            event of death, disability or retirement of an awardee, on such

            terms as the Committee shall determine, or in accordance with

            Section 9 hereof. The Committee shall not have the authority to

            otherwise accelerate the vesting of an Award of Restricted Stock

            under this Section 6.04(i)(a).

 

                  (b) Special Restricted Stock shall be subject to such

            restrictions on transferability and other restrictions as the

            Committee may impose (including, without limitation, limitations on

            the right to vote Special Restricted Stock or the right to receive

            dividends thereon) which restrictions may lapse separately or in

            combination at such times, under such circumstances, in such

            installments, or otherwise, as the Committee shall determine.

 

                                       4

 

<PAGE>

 

            (ii) Forfeiture. Performance-Based Restricted Stock shall be

      forfeited unless preestablished performance criteria specified by the

      Committee are met during the applicable restriction period. Except as

      otherwise determined by the Committee, upon termination of employment (as

      determined under criteria established by the Committee) during the

      applicable restriction period, Restricted Stock that is at that time

      subject to restrictions shall be forfeited and returned to the

      Corporation; provided, however, that to the extent consistent with Section

      6.04(i)(a) above, the Committee may provide, by rule or regulation or in

      any Award Agreement, or may determine in any individual case after the

      award has been made, that restrictions or forfeiture conditions relating

      to Restricted Stock will be waived in whole or in part in the event of

      terminations resulting from specified causes.

 

            (iii) Certificates of Shares. Restricted Stock granted under the

      Plan may be evidenced in such manner as the Committee shall determine. If

      certificates representing Restricted Stock are registered in the name of

      the Participant, such certificates shall bear an appropriate legend

      referring to the terms, conditions, and restrictions applicable to such

      Restricted Stock, the Corporation or an escrow agent acting on behalf of

      the Corporation shall retain physical possession of the certificates, and

      the Participant shall deliver a stock power to the Corporation or such

      agent, endorsed in blank, relating to the Restricted Stock.

 

            (iv) Dividends. Unless otherwise determined by the Committee, cash

      dividends and other distributions made or paid with respect to the Shares

      underlying an Award of Restricted Stock or Performance-Based Restricted

      Stock shall be held in escrow, and may (but need not be) reinvested as

      determined by the Committee. Such dividends and other distributions shall

      be paid to the Participant, together with interest or other earnings

      thereon (if any), at the time the Shares are delivered to the Participant.

      Shares distributed in connection with a stock split or stock dividend, and

      other property distributed as a dividend or other distribution, shall be

      subject to restrictions and a risk of forfeiture to the same extent as the

      Restricted Stock or Performance-Based Restricted Stock with respect to

      which such stock or other property has been distributed.

 

      6.05 Deferred Stock. The Committee is authorized to grant Deferred Stock

to Participants, on the following terms and conditions:

 

            (i) Award and Restrictions.

 

                  (a) Delivery of Shares will occur upon expiration of the

            deferral period specified for Deferred Stock (other than Special

            Deferred Stock) by the Committee (or, if permitted by the Committee,

            as elected by the awardee), which deferral period shall not expire

            earlier than three years after the date of grant of such Award of

            Deferred Stock, except that such deferral period may expire earlier

            in the event of death, disability or retirement of an awardee, on

            such terms as the Committee shall determine, or in accordance with

            Section 9 hereof. In addition, Deferred Stock shall be subject to

            such other restrictions as the Committee may impose, which other

            restrictions shall lapse at the expiration of such deferral period.

            The Committee shall not have the authority to otherwise accelerate

            the expiration of the deferral period for an Award of Deferred Stock

            under Section 6.05(i)(a).

 

                  (b) Delivery of Shares will occur upon expiration of the

            deferral period specified for Special Deferred Stock by the

            Committee (or, if permitted by the Committee, by the awardee). In

            addition, Special Deferred Stock shall be subject to such

            restrictions as the Committee may impose, which restrictions may

            lapse at the expiration of the deferral period or at earlier

            specified times, separately or in combination, in installments, or

            otherwise, as the Committee shall determine.

 

            (ii) Forfeiture. Except as otherwise determined by the Committee,

      upon termination of employment (as determined under criteria established

      by the Committee) during the applicable deferral period or portion thereof

      (as provided in the Award Agreement evidencing the Deferred Stock), all

      Deferred Stock that is at that time subject to deferral (other than a

      deferral at the election of the Participant) shall be forfeited; provided,

      however, that to the extent consistent with Section 6.05(i)(a) above, the

      Committee may provide, by rule or regulation or in any Award Agreement, or

      may determine in any individual case, that restrictions or forfeiture

      conditions relating to Deferred Stock will be waived in whole or in part

      in the event of terminations resulting from specified causes, and the

      Committee may in other cases waive in whole or in part the forfeiture of

      Deferred Stock.

 

      6.06 Options. The Committee is authorized to grant Options to Participants

on the following terms and conditions:

 

            (i) Exercise Price. The exercise price per Share purchasable under

      an Option shall be determined by the Committee; provided, however, that,

      except as provided in Section 10, such exercise price shall be not less

      than the Fair Market Value of a Share on the date of grant of such Option

      (or such higher exercise price as may be required under Section 422 of the

      Code). On and after the date of grant of an Option hereunder, the

      Committee shall not have the authority to amend such Option to reduce the

      exercise price thereof, except as provided in Section 10.

 

                                       5

 

<PAGE>

 

            (ii) Time and Method of Exercise. The Committee shall determine the

      time or times at which an Option may be exercised in whole or in part, the

      methods by which such exercise price may be paid or deemed to be paid, the

      form of such payment, including, without limitation, cash, Shares, other

      Awards or awards issued under other Corporation plans, or other property

      (including notes or other contractual obligations of Participants to make

      payment on a deferred basis, such as through "cashless exercise"

      arrangements), and the methods by which Shares will be delivered or deemed

      to be delivered to Participants. Options shall expire not later than ten

      years after the date of grant.

 

            (iii) Incentive Stock Options. The terms of any Incentive Stock

      Option granted under the Plan shall comply in all respects with the

      provisions of Section 422 of the Code, including but not limited to the

      requirement that no Incentive Stock Option shall be granted more than ten

      years after the effective date of the Plan. Anything in the Plan to the

      contrary notwithstanding, no term of the Plan relating to Incentive Stock

      Options shall be interpreted, amended, or altered, nor shall any

      discretion or authority granted under the Plan be exercised, so as to

      disqualify either the Plan or any Incentive Stock Option under Section 422

      of the Code. In the event a Participant voluntarily disqualifies an Option

      as an Incentive Stock Option, the Committee may, but shall not be

      obligated to, make such additional Awards or pay bonuses as the Committee

      shall deem appropriate to reflect the tax savings to the Corporation which

      result from such disqualification.

 

      6.07 Stock Appreciation Rights. The Committee is authorized to grant Stock

Appreciation Rights to Participants on the following terms and conditions:

 

            (i) Right to Payment. A Stock Appreciation Right shall confer on the

      Participant to whom it is granted a right to receive, upon exercise

      thereof, the excess of (A) the Fair Market Value of one Share on the date

      of exercise (or, if the Committee shall so determine in the case of any

      such right, other than one related to an Incentive Stock Option, the Fair

      Market Value of one Share at any time during a specified period before or

      after the date of exercise or the Change of Control Price as defined in

      Section 9.03) over (B) the base price of the Stock Appreciation Right as

      determined by the Committee as of the date of grant of the Stock

      Appreciation Right, which shall be not less than the Fair Market Value of

      one Share on the date of grant. On and after the date of grant of a Stock

      Appreciation Right hereunder, the Committee shall not have the authority

      to reduce the base price of such Stock Appreciation Right, except as

      provided in Section 10 hereof.

 

            (ii) Other Terms. The Committee shall determine the time or times at

      which a Stock Appreciation Right may be exercised in whole or in part, the

      method of exercise, method of settlement, form of consideration payable in

      settlement, method by which Shares will be delivered or deemed to be

      delivered to Participants, and any other terms and conditions of any Stock

      Appreciation Right. Limited Stock Appreciation Rights that may be

      exercised only upon the occurrence of a Change of Control (as such term is

      defined in Section 9.02) or as otherwise defined by the Committee) may be

      granted under this Section 6.07. Stock Appreciation Rights shall expire

      not later than ten years after the date of grant.

 

      SECTION 7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

 

      7.01 Performance-Based Awards. Performance Awards and, Performance-Based

Restricted Stock, are intended to be "qualified performance-based compensation"

within the meaning of section 162(m) of the Code and shall be paid solely on

account of the attainment of one or more preestablished, objective performance

goals within the meaning of section 162(m) and the regulations thereunder. Until

otherwise determined by the Committee, the performance goal shall be the

attainment of preestablished levels of net income, market price per share,

return on equity, return on capital employed or cash flow, earnings per share,

book value per share or total shareholder return.

 

      The payout of any such Award to a Covered Employee may be reduced, but not

increased, based on the degree of attainment of other performance criteria or

otherwise at the discretion of the Committee.

 

      7.02 Maximum Awards. The maximum Share amounts in this Section 7.02 are

subject to adjustment under Section 10 and are subject to the Plan maximum under

Section 4.

 

            7.02.1 Performance-Based Awards. The maximum amount payable in

      respect of Performance Awards and Performance-Based Restricted Stock in

      any Year may not exceed 100,000 Shares (or the then equivalent Fair Market

      Value thereof) in the case of any individual Participant.

 

            7.02.2 Stock Options and SARS. Each individual Participant may not

      receive in any Year Awards of Options or Stock Appreciation Rights

      exceeding 250,000 Shares.

 

                                       6

 

<PAGE>

 

            7.02.3 Restricted Stock, Deferred Stock and Performance-Based

      Awards. A maximum of 4,500,000 Shares may be made subject to Awards of

      Restricted Stock, Deferred Stock, Performance Awards, Performance-Based

      Restricted Stock in the aggregate, under the Plan during the term hereof.

 

            7.02.4 Special Restricted Stock and Special Deferred Stock. A

      maximum of 225,000 Shares may be made subject to Awards of Special

      Restricted Stock and Special Deferred Stock, in the aggregate, under the

      Plan during the term hereof.

 

      7.03 Stand-Alone, Additional, Tandem, and Substitute Awards. Awards

granted under the Plan may, in the discretion of the Committee, be granted

either alone or in addition to or in tandem with any other Award granted under

the Plan or any award granted under any other plan of the Corporation, any

Subsidiary, or any business entity to be acquired by the Corporation or a

Subsidiary, or any other right of a Participant to receive payment from the

Corporation or any Subsidiary. No Award may be granted in substitution for any

other Award theretofore granted under the Plan, and no Award may be

retroactively granted in tandem with any other Award theretofore granted under

the Plan at an exercise or base price less than that of such other previously

granted Award. Awards granted in addition to or in tandem with other Awards or

awards may be granted either as of the same time as or a different time from the

grant of such other Awards or awards.

 

      7.04 Exchange Provisions. The Committee may at any time offer to exchange

or buy out any previously granted Award for a payment in cash, Shares, or other

property based on such terms and conditions as the Committee shall determine and

communicate to the Participant at the time that such offer is made.

 

      7.05 Term of Awards. The term of each Award shall be for such period as

may be determined by the Committee; provided, however, that in no event shall

the term of any Option or a Stock Appreciation Right granted in tandem therewith

exceed a period of ten years from the date of its grant (or such shorter period

as may be required under Section 422 of the Code).

 

      7.06 Form of Payment Under Awards. Subject to the terms of the Plan and

any applicable Award Agreement, payments to be made by the Corporation or a

subsidiary upon the grant or exercise of an Award may be made in such forms as

the Committee shall determine, including without limitation, cash, Shares, other

Awards, or other property, and may be made in a single payment or transfer, in

installments, or on a deferred basis. Such payments may include, without

limitation, provisions for the payment or crediting of reasonable interest on

installment or deferred payments or the grant or crediting of Dividend

Equivalents in respect of installment or deferred payments denominated in

Shares.

 

      7.07 Loan Provisions. With the consent of the Committee, and subject to

compliance with applicable laws and regulations, the Corporation may make,

guarantee, or arrange for, a loan or loans to a Participant with respect to the

exercise of any Option or other payment in connection with any Award, including

the payment by a Participant of any or all federal, state, or local income or

other taxes due in connection with any Award. Subject to such limitations, the

Committee shall have full authority to decide whether to make a loan or loans

hereunder and to determine the amount, terms, and provisions of any such loan or

loans, including the interest rate to be charged in respect of any such loan or

loans, whether the loan or loans are to be with or without recourse against the

borrower, the terms on which the loan is to be repaid and conditions, if any,

under which the loan or loans may be forgiven. Nothing in this Section shall be

construed as implying that the Committee shall or will offer such loans.

 

      SECTION 8. GENERAL RESTRICTIONS APPLICABLE TO AWARDS.

 

      8.01 Restrictions Under Rule 16b-3.

 

            8.01.1 Six-Month Holding Period. Unless a Participant could

      otherwise transfer an equity security, derivative security, or Shares

      issued upon exercise of a derivative security granted under the Plan

      without incurring liability under Section 16(b) of the Exchange Act, (i)

      an equity security issued under the Plan, other than an equity security

      issued upon exercise or conversion of a derivative security granted under

      the Plan, shall be held for at least six months from the date of

      acquisition; (ii) with respect to a derivative security issued under the

      Plan, at least six months shall elapse from the date of acquisition of the

      derivative security to the date of disposition of the derivative security

      (other than upon exercise or conversion) or its underlying equity

      security; and (iii) any Award in the nature of a Stock Appreciation Right

      must be held for six months from the date of grant to the date of cash

      settlement.

 

            8.01.2 Nontransferability. Awards which constitute derivative

      securities (including any option, stock appreciation right, or similar

      right) shall not be transferable by a Participant except upon such terms

      and conditions as the Committee may determine to

 

                                       7

 

<PAGE>

 

      an Immediate Family Member of such Participant, or to a trust, partnership

      or limited liability company all of whose beneficiaries, partners or

      members, as the case may be, are Immediate Family Members, or by will or

      the laws of descent and distribution (except pursuant to a beneficiary

      designation authorized under Section 8.02) or, if then permitted under

      Rule 16b-3, pursuant to a qualified domestic relations order as defined

      under the Code or Title I of the Employee Retirement Income Security Act

      of 1974, as amended, or the rules thereunder, and, in the case of an

      Incentive Stock Option or, if then required by Rule 16b-3, any other

      derivative security granted under the Plan, shall be exercisable during

      the lifetime of a Participant only by such Participant or his legal

      representative.

 

            8.01.3 Compliance with Rule 16b-3. It is the intent of the

      Corporation that this Plan comply in all respects with Rule 16b-3 in

      connection with any Award granted to a person who is subject to Section 16

      of the Exchange Act. Accordingly, if any provision of this Plan or any

      Award Agreement does not comply with the requirements of Rule 16b-3 as

      then applicable to any such person, such provision shall be construed or

      deemed amended to the extent necessary to conform to such requirements

      with respect to such person.

 

      8.02 Limits on Transfer of Awards; Beneficiaries. Except as provided in

Section 8.01.2, no right or interest of a Participant in any Award shall be

pledged, encumbered or hypothecated to or in favor of any party (other than the

Corporation or a Subsidiary), or shall be subject to any lien, obligation, or

liability of such Participant to any party (other than the Corporation or a

Subsidiary). Unless otherwise determined by the Committee (subject to the

requirements of Section 8.01.2), no Award subject to any restriction shall be

assignable or transferable by a Participant otherwise than by will or the laws

of descent and distribution (except to the Corporation under the terms of the

Plan); provided, however, that a Participant may, in the manner established by

the Committee, designate a beneficiary or beneficiaries to exercise the rights

of the Participant, and to receive any distribution, with respect to any Award,

upon the death of the Participant. A beneficiary, guardian, legal

representative, or other person claiming any rights under the Plan from or

through any Participant shall be subject to all terms and conditions of the Plan

and any Award Agreement applicable to such Participant or Agreement applicable

to such, except to the extent the Plan and such Award Agreement or agreement

otherwise provide with respect to such persons, and to any additional

restrictions deemed necessary or appropriate by the Committee.

 

      8.03 Registration and Listing Compliance. The Corporation shall not be

obligated to deliver any Award or distribute any Shares with respect to any

Award in a transaction subject to regulatory approval, registration, or any

other applicable requirement of federal or state law, or subject to a listing

requirement under any listing or similar agreement between the Corporation and

any national securities exchange, until such laws, regulations, and contractual

obligations of the Corporation have been complied with in full, although the

Corporation shall be obligated to use its best efforts to obtain any such

approval and comply with such requirements as promptly as practicable.

 

      8.04 Share Certificates. All certificates for Shares delivered under the

Plan pursuant to any Award or the exercise thereof shall be subject to such

stop-transfer order and other restrictions as the Committee may deem advisable

under applicable federal or state laws, rules and regulations thereunder, and

the rules of any national securities exchange on which Shares are listed. The

Committee may cause a legend or legends to be placed on any such certificates to

make appropriate reference to such restrictions or any other restrictions that

may be applicable to Shares, including under the terms of the Plan or any Award

Agreement. In addition, during any period in which Awards or Shares are subject

to restrictions under the terms of the Plan or any Award Agreement, or during

any period during which delivery or receipt of an Award or Shares has been

deferred by the Committee or a Participant, the Committee may require the

Participant to enter into an agreement providing that certificates representing

Shares issuable or issued pursuant to an Award shall remain in the physical

custody of the Corporation or such other person as the Committee may designate.

 

      SECTION 9. CHANGE OF CONTROL PROVISIONS. Notwithstanding any other

provision of the Plan, the following acceleration and valuation provisions shall

apply in the event of a "Change of Control" as defined in this Section 9.

 

      9.01 Acceleration and Cash-Out Rights. In the event of a "Change of

Control," as defined in Section 9.02, automatically in the case of all

Participants:

 

            (i) The performance criteria of all Performance Awards and

      Performance-Based Restricted Stock shall be deemed fully achieved and all

      such Awards shall be fully earned and vested, subject only to the

      restrictions on dispositions of equity securities set forth in Section

      8.01.1 and legal restrictions on the issuance of Shares set forth in

      Sections 8.03 and 8.04;

 

            (ii) Any Option, Stock Appreciation Right, and other Award in the

      nature of a right that may be exercised which was not previously

      exercisable and vested shall become fully exercisable and vested, subject

      only to the restrictions on disposition of equity securities set forth in

      Section 8.01.1 and legal restrictions on the issuance of Shares set forth

      in Sections 8.03 and 8.04;

 

                                       8

 

<PAGE>

 

            (iii) The restrictions, deferral limitations, and forfeiture

      conditions applicable to any other Award granted under the Plan shall

      lapse and such Awards shall be deemed fully vested, subject only to the

      restrictions on dispositions of equity securities set forth in Section

      8.01.1 and legal restrictions on the issuance of Shares set forth in

      Sections 8.03 and 8.04;

 

            (iv) In the sole discretion of the Committee, all outstanding Awards

      may be cancelled and in such event a Participant holding any such Award

      shall be paid in cash therefor on the basis of the "Change of Control

      Price" (as defined in Section 9.03) as of the date that the Change of

      Control occurs, or such other date as the Committee may determine prior to

      the Change of Control; provided, however, that this Section 9.01(iv) shall

      not apply in the case of any Award if (a) the cancellation of and payment

      for such Award would cause the Participant to incur actual short-swing

      profits liability under Section 16(b) of the Exchange Act or (b) initial

      shareholder approval of the Plan has not been obtained; and

 

            (v) To the extent Section 9.01(iv) of this Section 9 does not apply

      and at any time after the Change of Control the Shares are no longer

      readily tradable on an established exchange, a Participant shall, as of

      the date on which the Change of Control occurs, be entitled to receive

      consistent with Rule 16b-3, and the Corporation shall use its best efforts

      to compel and obligate the surviving or resulting corporation in the

      Change of Control and/or the other party to the agreement or transaction

      resulting in the Change of Control to grant to the Participant, substitute

      Options, Stock Appreciation Rights and/or Restricted Stock, as the case

      may be, in respect of the shares of common stock or other capital stock of

      such surviving or resulting corporation, or such other party involved in

      the Change of Control, on such terms and conditions, as to the number of

      shares, pricing, vesting, exercisability and otherwise, which shall

      substantially preserve the value, rights and benefits of any affected

      Options, Stock Appreciation Rights and/or Restricted Stock, as the case

      may be, previously granted hereunder.

 

      9.02 Change of Control. For purposes of Section 9.01, a "Change of

Control" shall mean:

 

            (a) The acquisition by any individual, entity or group (within the

      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial

      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange

      Act) of 20% or more of either the then (i) outstanding shares of Common

      Stock of the Corporation (the "Outstanding Corporation Common Stock") or

      (ii) combined voting power of the then outstanding voting securities of

      the Corporation entitled to vote generally in the election of directors

      (the "Outstanding Voting Securities") provided, however, that the

      following acquisitions shall not constitute a Change of Control: (i) any

      acquisition by the Corporation or any of its subsidiaries, (ii) any

      acquisition by any employee benefit plan (or related trust) sponsored or

      maintained by the Corporation or any of its subsidiaries, (iii) any

      acquisition by any corporation with respect to which, following such

      acquisition, more than 51% of, respectively, the then outstanding shares

      of common stock of such corporation and the combined voting power of the

      then outstanding voting securities of such corporation entitled to vote

      generally in the election of directors is then beneficially owned,

      directly or indirectly, by all or substantially all of the individuals and

      entities who were the beneficial owners, respectively, of the Outstanding

      Corporation Common Stock and Outstanding Voting Securities immediately

      prior to such acquisition in substantially the same proportions as their

      ownership, immediately prior to such acquisition, of the Outstanding

      Corporation Common Stock and Outstanding Voting Securities, as the case

      may be, or (iv) any acquisition by one or more Hess Entity (for this

      purpose a "Hess Entity" means (A) Mr. Leon Hess or any of his children,

      (B) any spouse of any person described in Section 9.02(a)(iv)(A) above,

      (C) any affiliate (as such term is defined in Rule 12b-2 under the

      Exchange Act) of any person described in Section 9.02(a)(iv)(A) above, (D)

      the Hess Foundation Inc., or (E) any persons comprising a group controlled

      (as such term is defined in such Rule 12b-2) by one or more of the

      foregoing persons or entities described in this Section 9.02(a)(iv)); or

 

            (b) Individuals who, as of the effective date of the Plan,

      constitute the Board (the "Incumbent Board") ceasing for any reason to

      constitute at least a majority of the Board; provided, however, that any

      individual becoming a director subsequent to the effective date of the

      Plan whose election, or nomination for election by the Corporation's

      shareholders, was approved by a vote of at least a majority of the

      directors then comprising the Incumbent Board shall be considered as

      though such individual were a member of the Incumbent Board, but

      excluding, for this purpose, any such individual whose initial assumption

      of office occurs as a result of either an actual or threatened

      solicitation to which Rule 14a-11 of Regulation 14A promulgated under the

      Exchange Act applies or other actual threatened solicitation of proxies or

      consents; or

 

            (c) Approval by the shareholders of the Corporation of a

      reorganization, merger or consolidation, in each case, with respect to

      which all or substantially all of the individuals and entities who were

      the beneficial owners, respectively, of the Outstanding Corporation Common

      Stock and Outstanding Voting Securities immediately prior to such

      reorganization, merger or consolidation do not, following such

      reorganization, merger or consolidation, beneficially own, directly or

      indirectly, more than 51% of, respectively, the then outstanding shares of

      common stock and the combined voting power of the then outstanding voting

 

                                       9

 

<PAGE>

 

      securities entitled to vote generally in the election of directors, as the

      case may be, of the corporation resulting from such reorganization, merger

      or consolidation in substantially the same proportions as their ownership,

      immediately prior to such reorganization, merger or consolidation, of the

      Outstanding Corporation Common Stock and Outstanding Voting Securities, as

      the case may be; or

 

            (d) Approval by the shareholders of the Corporation of (i) a

      complete liquidation or dissolution of the Corporation or (ii) the sale or

      other disposition of all or substantially all of the assets of the

      Corporation, other than to a corporation, with respect to which following

      such sale or other disposition, more than 51% of, respectively, the then

      outstanding shares of common stock of such corporation and the combined

      voting power of the then outstanding voting securities of such corporation

      entitled to vote generally in the election of directors is then

      beneficially owned, directly or indirectly, by all or substantially all of

      the individuals and entities who were the beneficial owners, respectively,

      of the Outstanding Corporation Common Stock and Outstanding Voting

      Securities immediately prior to such sale or other disposition in

      substantially the same proportion as their ownership, immediately prior to

      such sale or other disposition, of the Outstanding Corporation Common

      Stock and Outstanding Voting Securities, as the case may be. The term "the

      sale or other disposition of all or substantially all of the assets of the

      Corporation" shall mean a sale or other disposition transaction or series

      of related transactions involving assets of the Corporation or of any

      direct or indirect subsidiary of the Corporation (including the stock of

      any direct or indirect subsidiary of the Corporation) in which the value

      of the assets or stock being sold or otherwise disposed of (as measured by

      the purchase price being paid therefor or by such other method as the

      Board determines is appropriate in a case where there is no readily

      ascertainable purchase price) constitutes more than two-thirds of the fair

      market value of the Corporation (as hereinafter defined). The "fair market

      value of the Corporation" shall be the aggregate market value of the then

      Outstanding Corporation Common Stock (on a fully diluted basis) plus the

      aggregate market value of the Corporation's other outstanding equity

      securities. The aggregate market value of the shares of Outstanding

      Corporation Common Stock shall be determined by multiplying the number of

      shares of such Common Stock (on a fully diluted basis) outstanding on the

      date of the execution and delivery of a definitive agreement with respect

      to the transaction or series of related transactions (the "Transaction

      Date") by the average closing price of the shares of Outstanding

      Corporation Common Stock for the ten trading days immediately preceding

      the Transaction Date. The aggregate market value of any other equity

      securities of the Corporation shall be determined in a manner similar to

      that prescribed in the immediately preceding sentence for determining the

      aggregate market value of the shares of Outstanding Corporation Common

      Stock or by such other method as the Board shall determine is appropriate.

 

      9.03 Change of Control Price. For purposes of this Section 9, "Change of

Control Price" means the highest price per share paid in any transaction

reported on the securities exchange or trading system on which the Shares are

then primarily listed or traded, or paid or offered in any transaction related

to a Change of Control of the Corporation at any time during the preceding

60-day period as determined by the Committee, except that in the case of

Incentive Stock Options and Stock Appreciation Rights relating thereto, such

price shall be based only on transactions reported for the date on which the

Committee decides to cash out such Awards.

 

      SECTION 10. ADJUSTMENT PROVISIONS. In the event that the Committee shall

determine that any dividend or other distribution (whether in the form of cash,

Shares, or other property), recapitalization, stock split, reverse stock split,

reorganization, merger, consolidation, spin-off, combination, repurchase, or

share exchange, or other similar corporate transaction or event, affects the

Shares such that an adjustment is determined by the Committee to be appropriate

in order to prevent dilution or enlargement of the rights of Participants under

the Plan, then the Committee shall, in such manner as it may deem equitable,

adjust any or all of (i) the number and kind of Shares which may thereafter be

issued in connection with Awards (ii) the number and kind of Shares issued or

issuable in respect of outstanding Awards, and (iii) the exercise price, base

price, or purchase price relating to any Award or, if deemed appropriate, make

provision for a cash payment with respect to any outstanding Award; provided,

however, in each case, that, with respect to Incentive Stock Options, no such

adjustment shall be authorized to the extent that such authority would cause the

Plan to violate Section 422(b)(1) of the Code. In addition, the Committee is

authorized to make adjustments in the terms and conditions of, and the criteria

included in, Awards in recognition of unusual or nonrecurring events (including,

without limitation, events described in the preceding sentence) affecting the

Corporation or any Subsidiary or the financial statements of the Corporation or

any Subsidiary, or in response to changes in applicable laws, regulations, or

accounting principles.

 

      SECTION 11. CHANGES TO THE PLAN AND AWARDS.

 

      11.01 Changes to the Plan. The Board may amend, alter, suspend,

discontinue or terminate the Plan without the consent of shareholders or

Participants, except that any such amendment, alteration, suspension,

discontinuation, or termination shall be subject to the approval of the

Corporation's shareholders within one year after such Board action if such

amendment or alteration increases the number of shares reserved for Awards under

the Plan, changes the class of Participants eligible to receive Awards under the

Plan, or materially increases the benefits to Participants under the Plan, or if

such shareholder approval is required by any federal or state law

 

                                      10

 

<PAGE>

 

or regulation or the rules of any stock exchange on which the Shares may be

listed in order to maintain compliance therewith, or if the Board in its

discretion determines that obtaining such shareholder approval is for any reason

advisable; provided, however, that, without the consent of an affected

Participant, no amendment, alteration, suspension, discontinuation, or

termination of the Plan after initial shareholder approval of the Plan may

materially impair the rights of such Participant under any Award theretofore

granted to him.

 

      11.02 Changes to Awards. The Committee may, unless otherwise expressly

prohibited by the Plan, waive any conditions or rights under, or amend, alter,

suspend, discontinue, or terminate, any Award theretofore granted and any Award

Agreement relating thereto; provided, however, that, without the consent of an

affected Participant, no such amendment, alteration, suspension,

discontinuation, or termination of any Award after initial shareholder approval

of the Plan may materially impair the rights of such Participant under such

Award.

 

      SECTION 12. GENERAL PROVISIONS.

 

      12.01 No Rights to Awards. No Participant or employee shall have any claim

to be granted any Award under the Plan, and there is no obligation for

uniformity of treatment of Participants and employees.

 

      12.02 No Shareholder Rights. No Award shall confer on any Participant any

of the rights of a shareholder of the Corporation unless and until Shares are

duly issued or transferred to the Participant in accordance with the terms of

the Award.

 

      12.03 Tax Withholding. To the extent and in the manner permitted by

applicable law, the Corporation or any Subsidiary is authorized to withhold from

any Award granted, any payment relating to an Award under the Plan, including

from a distribution of Shares, or any payroll or other payment to a Participant,

amounts or withholding and other taxes due with respect thereto, its exercise,

or any payment thereunder, and to take such other action as the Committee may

deem necessary or advisable to enable the Corporation and Participants to

satisfy obligations for the payment of withholding taxes and other tax

liabilities relating to any Award. This authority shall include authority to

withhold or receive Shares or other property and to make cash payments in

respect thereof in satisfaction of the Participant's tax obligations.

 

      12.04 No Right to Employment. Nothing contained in the Plan or any Award

Agreement shall confer, and no grant of an Award shall be construed as

conferring, upon any employee any right to continue in the employment of the

Corporation or any Subsidiary or to interfere in any way with the right of the

Corporation or any Subsidiary to terminate such employment at any time or

increase or decrease such employee's compensation from the rate in existence at

the time of granting of an Award.

 

      12.05 Unfunded Status of Awards. The Plan is intended to constitute an

unfunded incentive and deferred compensation plan for tax purposes and for

purposes of Title I of the Employee Retirement Income Security Act of 1974, as

amended. With respect to any payments not yet made to a Participant pursuant to

an Award the Plan constitutes a mere promise to make the benefit payments

provided for herein, and nothing contained in the Plan or any Award shall give

any such Participant any rights that are greater than those of a general

creditor of the Corporation; provided, however, that the Committee may authorize

the creation of trusts or make other arrangements to meet the Corporation's

obligations under the Plan to deliver cash, Shares, other Awards, or other

property pursuant to any award, which trusts or other arrangements shall be

consistent with the unfunded status of the Plan.

 

      12.06 Other Compensatory Arrangements. The Corporation or any Subsidiary

shall be permitted to adopt other or additional compensation arrangements (which

may include arrangements which relate to Awards), and such arrangements may be

either generally applicable or applicable only in specific cases.

 

      12.07 Fractional Shares. No fractional Shares shall be issued or delivered

pursuant to the Plan or any Award. The Committee shall determined whether cash,

other Awards, or other property shall be issued or paid in lieu of fractional

Shares or whether such fractional Shares or any rights thereto shall be

forfeited or otherwise eliminated.

 

      12.08 Governing Law. The validity, construction, and effect of the Plan,

any rules and regulations relating to the Plan, and any Award Agreement shall be

determined in accordance with the laws of the State of Delaware, without giving

effect to principles of conflicts of laws, and applicable federal law.

 

      SECTION 13. EFFECTIVE DATE. The Plan shall be effective December 6, 1995.

The amendments to the Plan (as amended and restated hereby) shall be effective

May 5, 2004 subject to approval of such amendments as reflected in the Plan (as

amended and restated hereby) by the affirmative vote of the holders of a

majority of the Shares present or represented and entitled to vote (and the

 

                                      11

 

<PAGE>

 

affirmative vote of a majority of the Shares voting) at a meeting of the

Corporation's shareholders on May 5, 2004, or any adjournment thereof, and

subject to listing of the additional Shares authorized by such amendments on the

New York Stock Exchange. If such approval and listing are not obtained, such

amendments shall be void ab initio and of no force or effect. However, the Plan

(as in effect immediately prior to such amendments) shall continue in full force

and effect.

 

                                      12

<PAGE>

 

                             STOCK OPTION AGREEMENT

 

                                 PURSUANT TO THE

 

                            AMERADA HESS CORPORATION

                              AMENDED AND RESTATED

                          1995 LONG-TERM INCENTIVE PLAN

 

                                    * * * * *

 

OPTIONEE:       [NAME]

 

GRANT DATE:     [GRANT DATE]

 

NUMBER OF OPTION SHARES                              PER SHARE EXERCISE PRICE

  SUBJECT TO SUCH OPTION                                   FOR SUCH OPTION

 

[NUMBER OF OPTIONS]                                    [EXERCISE PRICE]

 

                                    * * * * *

 

            THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of the

Grant Date specified above, is entered into by and between Amerada Hess

Corporation, a Delaware corporation (the "Corporation"), and the Optionee

specified above, pursuant to the Amerada Hess Corporation Amended and Restated

1995 Long-Term Incentive Plan, as in effect and as amended from time to time

(the "Plan"); and

 

            WHEREAS, it has been determined under the Plan that it would be in

the best interests of the Corporation to grant the stock option provided for

herein to the Optionee as an inducement to remain in the employment of the

Corporation (and/or any Subsidiary), and as an incentive for increased effort

during such employment;

 

            NOW, THEREFORE, in consideration of the mutual covenants and

premises hereinafter set forth and for other good and valuable consideration,

the parties hereto hereby mutually covenant and agree as follows:

 

      1.    INCORPORATION BY REFERENCE; DOCUMENT RECEIPT. This Agreement is

subject in all respects to the terms and provisions of the Plan (including,

without limitation, any amendments thereto adopted at any time and from time to

time unless such amendments are expressly not intended to apply to the grant of

the option hereunder), all of which terms and

 

<PAGE>

 

                                     - 2 -

 

provisions are made a part of and incorporated in this Agreement as if each were

expressly set forth mutatis mutandis herein. Any capitalized term not defined in

this Agreement will have the same meaning as is ascribed thereto under the Plan.

The Optionee hereby acknowledges receipt of a disclosure document relating to

and describing the Plan and the Awards thereunder and that the Optionee has read

it carefully and fully understands its content. In the event of any conflict

between the terms of this Agreement and the terms of the Plan, the terms of the

Plan will control.

 

      2.    GRANT OF OPTIONS. As of the Grant Date specified above, the

Corporation hereby grants to the Optionee, non-qualified stock options (each, an

"Option" and collectively, the "Options") to acquire from the Corporation at the

Per Share Exercise Price specified above for such Option the aggregate number of

shares of the Common Stock specified above for such Option (the "Option

Shares"). The Option(s) are not to be treated as (and are not intended to

qualify as) incentive stock options within the meaning of Section 422 of Code.

 

      3.    CASH PAYMENTS EQUIVALENT TO DIVIDENDS. Prior to the acquisition of

the Option Shares upon the exercise of any Option, the Optionee will not be

entitled to receive a cash payment or other distribution with respect to such

Option Shares underlying such Option.

 

      4.    EXERCISE OF THIS OPTION.

 

            4.1 Unless the exercisability of any Option is accelerated under the

terms of the Plan or this Agreement, all Options not theretofore terminated will

become exercisable on [VESTING DATE].

 

            4.2 Unless earlier terminated in accordance with the terms of the

Plan or this Agreement, all Options will expire and no longer be exercisable

after [EXPIRATION DATE].

 

            4.3 In no event will any Option be exercisable for a fractional

share of Common Stock.

 

      5.    METHOD OF EXERCISE AND PAYMENT. Once exercisable, an Option may be

exercised in whole or in part by the Optionee by delivering to the Secretary of

the Corporation or his designated agent on any business day (the "Exercise

Date") a written notice, in such manner and form as may be required by the

Corporation, specifying the number of the Option Shares the Optionee then

desires to acquire (the "Exercise Notice"). The Exercise Notice will be

accompanied by payment of the aggregate Per Share Exercise Price applicable to

such Option for such number of the Option Shares to be acquired upon such

exercise. Such payment will be made in cash, by personal or certified check,

bank draft or money order payable to the order of the Corporation or, if

permitted by the Committee (in its sole discretion) and applicable law, rule or

regulation, by delivery of, alone or in conjunction with a partial cash or

instrument payment, (a) shares of Common Stock already owned by the Participant

for at least six months, or (b) some other form of payment acceptable to the

Committee. The Committee may also permit the Optionee to simultaneously exercise

an Option and sell the shares of Common Stock thereby acquired pursuant to a

"cashless exercise" arrangement or program, selected by and approved of in all

respects in advance by the Committee. Payment instruments will be received by

the Corporation subject to collection. The proceeds received by the Corporation

upon the exercise of

 

<PAGE>

 

                                     - 3 -

 

any Option may be used by the Corporation for general corporate purposes. Any

portion of an Option that is exercised may not be exercised again. Upon exercise

in accordance with the terms of the Plan and this Agreement, the Option Shares

underlying the exercised portion of the Option will be promptly delivered to the

Optionee.

 

      6.    TERMINATION AND FORFEITURE.

 

            6.1 Unless otherwise determined by the Committee, all Options will

terminate in accordance with Sections 6.2, 6.3 and 6.4 below, as the case may

be. In any event, all Options will terminate on [EXPIRATION DATE].

 

            6.2 Subject to any determination of the Committee pursuant to

Section 6.01 of the Plan, if an Optionee's employment with the Corporation or

any Subsidiary terminates for any reason (other than by reason of the Optionee's

death, disability or normal retirement under the Corporation's Employees'

Pension Plan or any successor plan thereto) all Options, to the extent not

exercisable on the date of any such termination of employment, will be forfeited

and cancelled by the Corporation. The Optionee's rights, if any, to exercise any

exercisable portion of any Option will terminate sixty days after the date of

any termination of employment (other than by reason of the Optionee's death,

disability, or normal or early retirement under the Corporation's Employees'

Pension Plan or any successor plan thereto), but not beyond [EXPIRATION DATE],

and thereafter all Options will be forfeited and cancelled by the Corporation.

 

            6.3 If an Optionee's employment with the Corporation or any

Subsidiary terminates by reason of the Optionee's death, disability, or normal

retirement under the Corporation's Employees' Pension Plan or any successor plan

thereto, the Optionee (or the Optionee's estate, designated beneficiary or other

legal representative, as the case may be and as determined by the Committee)

shall have the right to exercise all Options at any time until [EXPIRATION

DATE]. The existence and date of the Optionee's disability shall be determined

by the Committee and any such determination shall be conclusive.

 

            6.4 (a) Notwithstanding anything to the contrary in Section 6.2

above, if the Optionee's employment with the Corporation or any Subsidiary

terminates by reason of the Optionee's early retirement under the Corporation's

Employees' Pension Plan or any successor plan thereto, all Options to the extent

exercisable on the date of such early retirement shall remain exercisable until

[EXPIRATION DATE].

 

                (b) Notwithstanding anything to the contrary in Section 6.2

above, if the Optionee's employment with the Corporation or any Subsidiary

terminates by reason of the Optionee's early retirement under the Corporation's

Employees' Pension Plan or any successor plan thereto, the Committee, in its

sole discretion, may (but is not obligated to) determine that (i) each Option to

the extent not exercisable at the time of any such early retirement will become

exercisable as to a proportionate number of underlying Option Shares based on

the number of calendar days between the Grant Date (as set forth above) and the

date of such early retirement over 365, and (ii) each such Option shall remain

exercisable until [EXPIRATION DATE]. Except for Options which have become

exercisable as described in the prior sentence, any Option

 

<PAGE>

 

                                     - 4 -

 

to the extent not exercisable at the time of the Optionee's termination of

employment by reason of early retirement will be forfeited and cancelled by the

Corporation.

 

      7.    CHANGE OF CONTROL. The Options are subject to acceleration of

exercisability and "cash-out" at the discretion of the Committee upon the

occurrence of a Change of Control, all as provided in and subject to the Plan.

 

      8.    NON-TRANSFERABILITY. The Options, and any rights or interests

therein or under this Agreement, may not be sold, exchanged, transferred,

assigned or otherwise disposed of in any way at any time by the Optionee (or any

beneficiary(ies) of the Optionee), except to an Immediate Family Member or to a

trust, partnership or limited liability company all of whose beneficiaries,

partners or members, as the case may be, are Immediate Family Members, or by

testamentary disposition by the Optionee or the laws of descent and

distribution; provided, however, that to transfer an Option to an Immediate

Family Member or to an entity described above, such Immediate Family Member or

entity must agree, in a form acceptable to Committee, to be bound by the terms

of the Plan and this Agreement. The Options may not be pledged, encumbered or

otherwise hypothecated in any way at any time by the Optionee (or any

beneficiary(ies) of the Optionee) and will not be subject to execution,

attachment or similar legal process. Any attempt to sell, exchange, pledge,

transfer, assign, encumber or otherwise dispose of or hypothecate this Option,

or the levy of any execution, attachment or similar legal process upon this

Option, contrary to the terms of this Agreement and/or the Plan will be null and

void and without legal force or effect. During the Optionee's lifetime, the

Options may be exercisable only by the Optionee or the Optionee's legal

representative, or if transferred to an Immediate Family Member or an entity

comprising Immediate Family Members as described above, by such Immediate Family

Member or entity.

 

      9.    ENTIRE AGREEMENT; AMENDMENT. This Agreement (including the Plan

incorporated herein by reference) contains the entire agreement between the

parties hereto with respect to the subject matter contained herein, and

supersedes all prior agreements or prior understandings, whether written or

oral, between the parties relating to such subject matter. The Board has the

right, in its sole discretion, to amend, alter, suspend, discontinue or

terminate the Plan, and the Committee has the right, in its sole discretion, to

amend, alter, suspend, discontinue or terminate any or all of the Options or

this Agreement from time to time in accordance with and as provided in the Plan;

provided, however, that no such amendment, alteration, suspension,

discontinuance or termination after initial shareholder approval of the Plan may

materially impair the rights of the Optionee under this Option without the

consent of the Optionee. The Corporation will give written notice to the

Optionee of any such modification or amendment of this Agreement as soon as

practicable after the adoption thereof. This Agreement may also be modified,

amended or terminated by a writing signed by both the Corporation and the

Optionee.

 

      10.   NOTICES. Any Exercise Notice or other notice which may be required

or permitted under this Agreement will be in writing, and will be delivered in

person or via facsimile transmission, overnight courier service or certified

mail, return receipt requested, postage prepaid, properly addressed as follows:

 

<PAGE>

 

                                     - 5 -

 

            10.1 If the notice is to the Corporation, to the attention of the

Secretary of Amerada Hess Corporation, 1185 Avenue of the Americas, New York,

New York 10036, or at such other address as the Corporation by notice to the

Optionee designates in writing from time to time.

 

            10.2 If the notice is to the Optionee, at his or her address as

shown on the Corporation's records, or at such other address as the Optionee, by

notice to the Corporation, designates in writing from time to time.

 

      11.   LIMITATIONS; GOVERNING LAW. Nothing herein or in the Plan will be

construed as conferring on the Optionee or anyone else the right to continue in

the employ of the Corporation or any Subsidiary. This Agreement will be governed

by and construed in accordance with the laws of the State of Delaware, without

reference to the principles of conflict of laws thereof.

 

      12.   COMPLIANCE WITH LAWS. The issuance of this Option (and the Option

Shares upon exercise of this Option) pursuant to this Agreement will be subject

to, and will comply with, any applicable requirements of any federal and state

securities laws, rules and regulations (including, without limitation, the

provisions of the Securities Act of 1933, the Exchange Act and the respective

rules and regulations promulgated thereunder), rules of any exchange on which

the Common Stock is listed (including, without limitation, the rules and

regulations of the New York Stock Exchange), and any other law or regulation

applicable thereto. The Corporation will not be obligated to issue this Option

or any of the Option Shares pursuant to this Agreement if any such issuance

would violate any such requirements, and if issued will be deemed void ab

initio.

 

      13.   BINDING AGREEMENT; FURTHER ASSURANCES. This Agreement will inure to

the benefit of, be binding upon, and be enforceable by the Corporation and its

successors and assigns. Each party hereto will do and perform (or will cause to

be done and performed) all such further acts and will execute and deliver all

such other agreements, certificates, instruments and documents as any party

hereto reasonably may request in order to carry out the intent and accomplish

the purposes of this Agreement and the Plan and the consummation of the

transactions contemplated thereunder.

 

      14.   COUNTERPARTS; HEADINGS. This Agreement may be executed in one or

more counterparts, each of which will be deemed to be an original, but all of

which will constitute one and the same instrument. The titles and headings of

the various sections of this Agreement have been inserted for convenience of

reference only and will not be deemed to be a part of this Agreement.

 

      15.   SEVERABILITY. The invalidity or unenforceability of any provisions

of this Agreement in any jurisdiction will not affect the validity, legality or

enforceability of the remainder of this Agreement in such jurisdiction or the

validity, legality or enforceability of any provision of this Agreement in any

other jurisdiction, it being intended that all rights and obligations of the

parties hereunder will be enforceable to the fullest extent permitted by law.

 

      16.   BENEFICIARY. The Optionee may designate the beneficiary or

beneficiaries to exercise this Option (or to receive any Option Shares issuable

hereunder) after the death of the

 

<PAGE>

 

                                     - 6 -

 

Optionee. Such designation may be made by the Optionee on the enclosed

beneficiary designation form and (unless the Optionee has waived such right) may

be changed by the Optionee from time to time by filing a new beneficiary

designation form with the Committee. If the Optionee does not designate a

beneficiary or if no designated beneficiary(ies) survives the Optionee, the

Optionee's beneficiary will be the legal representative of the Optionee's

estate.

 

      17.   TAX WITHHOLDING. Neither the exercise of any Option under this

Agreement, nor the issuance of any Option Shares thereunder, will be permitted

or effected unless and until the Optionee (or the Optionee's beneficiary(ies) or

legal representative) has made appropriate arrangements for the payment of any

amounts required to be withheld with respect thereto under all present or future

federal, state and local tax laws and regulations and other laws and

regulations.

 

            IN WITNESS WHEREOF, the Corporation has caused this Agreement to be

executed by its duly authorized officer, and the Optionee has hereunto set his

hand, all as of the Grant Date specified above.

 

                                             AMERADA HESS CORPORATION

 

                                             By: _______________________________

                                                 John B. Hess

                                                 Chairman of the Board

 

Acknowledged and Agreed to:

 

___________________________

       [OPTIONEE]

 

<PAGE>

 

                             STOCK OPTION AGREEMENT

 

                                 pursuant to the

 

                            AMERADA HESS CORPORATION

                           SECOND AMENDED AND RESTATED

                          1995 LONG-TERM INCENTIVE PLAN

 

                                    * * * * *

 

OPTIONEE:       [NAME]

 

GRANT DATE:     [GRANT DATE]

 

NUMBER OF OPTION SHARES                                 PER SHARE EXERCISE PRICE

 SUBJECT TO SUCH OPTION                                      FOR SUCH OPTION

 

[NUMBER OF OPTIONS]                                      [EXERCISE PRICE]

 

                                    * * * * *

 

            STOCK OPTION AGREEMENT (this "Agreement"), dated as of the Grant

Date specified above, is entered into by and between Amerada Hess Corporation, a

Delaware corporation (the "Corporation"), and the Optionee specified above,

pursuant to the Amerada Hess Corporation Second Amended and Restated 1995

Long-Term Incentive Plan, as in effect and as amended from time to time (the

"Plan"); and

 

            WHEREAS, it has been determined under the Plan that it would be in

the best interests of the Corporation to grant the stock option provided for

herein to the Optionee as an inducement to remain in the employment of the

Corporation (and/or any Subsidiary), and as an incentive for increased effort

during such employment;

 

            NOW, THEREFORE, in consideration of the mutual covenants and

premises hereinafter set forth and for other good and valuable consideration,

the parties hereto hereby mutually covenant and agree as follows:

 

      1.    INCORPORATION BY REFERENCE; DOCUMENT RECEIPT. This Agreement is

subject in all respects to the terms and provisions of the Plan (including,

without limitation, any amendments thereto adopted at any time and from time to

time unless such amendments are expressly not intended to apply to the grant of

the option hereunder), all of which terms and

 

<PAGE>

 

                                      -2-

 

provisions are made a part of and incorporated in this Agreement as if each were

expressly set forth mutatis mutandis herein. Any capitalized term not defined in

this Agreement will have the same meaning as is ascribed thereto under the Plan.

The Optionee hereby acknowledges receipt of a disclosure document relating to

and describing the Plan and the Awards thereunder and that the Optionee has read

it carefully and fully understands its content. In the event of any conflict

between the terms of this Agreement and the terms of the Plan, the terms of the

Plan will control.

 

      2.    GRANT OF OPTIONS. As of the Grant Date specified above, the

Corporation hereby grants to the Optionee, non-qualified stock options (each, an

"Option" and collectively, the "Options") to acquire from the Corporation at the

Per Share Exercise Price specified above for such Option the aggregate number of

shares of the Common Stock specified above for such Option (the "Option

Shares"). The Option(s) are not to be treated as (and are not intended to

qualify as) incentive stock options within the meaning of Section 422 of Code.

 

      3.    CASH PAYMENTS EQUIVALENT TO DIVIDENDS. Prior to the acquisition of

the Option Shares upon the exercise of any Option, the Optionee will not be

entitled to receive a cash payment or other distribution with respect to such

Option Shares underlying such Option.

 

      4.    EXERCISE OF THIS OPTION.

 

            4.1 Unless the exercisability of any Option is accelerated under the

terms of the Plan or this Agreement, all Options not theretofore terminated will

become exercisable as follows: (i) one-third of the Option Shares (rounded to

the nearest whole number of shares) will become exercisable on the first

anniversary of the Grant Date (ii) one-third of the Option Shares (rounded to

the nearest whole number of shares) will become exercisable on the second

anniversary of the Grant Date and (iii) the remainder of the Option Shares will

become exercisable on the third anniversary of the Grant Date.

 

            4.2 Unless earlier terminated in accordance with the terms of the

Plan or this Agreement, all Options will expire and no longer be exercisable

after {EXPIRATION DATE}.

 

            4.3 In no event will any Option be exercisable for a fractional

share of Common Stock.

 

      5.    METHOD OF EXERCISE AND PAYMENT. Once exercisable, an Option may be

exercised in whole or in part by the Optionee by delivering to the Secretary of

the Corporation or his designated agent (who, for so long as the Corporation

maintains a "cashless exercise" program and the Optionee exercises and sells

Option Shares through such program, shall be the administrator of such program)

on any business day (the "Exercise Date") a notice, in such manner and form as

may be required by the Corporation, specifying the number of the Option Shares

the Optionee then desires to acquire (the "Exercise Notice"). The Exercise

Notice will be accompanied by payment of the aggregate Per Share Exercise Price

applicable to such Option for such number of the Option Shares to be acquired

upon such exercise. Such payment will be made in cash, by personal or certified

check, bank draft or money order payable to the order of the Corporation or, if

permitted by the Committee (in its sole discretion) and applicable law, rule or

regulation, by delivery of, alone or in conjunction with a partial cash or

instrument payment,

 

<PAGE>

 

                                      -3-

 

(a) shares of Common Stock already owned by the Participant for at least six

months, or (b) some other form of payment acceptable to the Committee. To the

extend permitted by law, the Committee may also allow the Optionee to

simultaneously exercise an Option and sell the shares of Common Stock thereby

acquired pursuant to a "cashless exercise" arrangement or program, selected by

and approved of in all respects in advance by the Committee. Payment instruments

will be received by the Corporation subject to collection. The proceeds received

by the Corporation upon the exercise of any Option may be used by the

Corporation for general corporate purposes. Any portion of an Option that is

exercised may not be exercised again. Upon exercise in accordance with the terms

of the Plan and this Agreement, the Option Shares underlying the exercised

portion of the Option will be promptly delivered to the Optionee, except that

for so long as the Corporation maintains a "cashless exercise" program and the

Optionee exercises and sells Option Shares through such program, delivery of the

proceeds of such sale shall be made to a brokerage account maintained in the

name of the Optionee with the administrator of such program.

 

      6.    TERMINATION AND FORFEITURE.

 

            6.1 Unless otherwise determined by the Committee, all Options will

terminate in accordance with Sections 6.2, 6.3 and 6.4 below, as the case may

be. In any event, all Options will terminate on [EXPIRATION DATE].

 

            6.2 Subject to any determination of the Committee pursuant to

Section 6.01 of the Plan, if an Optionee's employment with the Corporation or

any Subsidiary terminates for any reason (other than by reason of the Optionee's

death, disability or normal retirement under the Corporation's Employees'

Pension Plan or any successor plan thereto) all Options, to the extent not

exercisable on the date of any such termination of employment, will be forfeited

and cancelled by the Corporation. The Optionee's rights, if any, to exercise any

exercisable portion of any Option will terminate sixty days after the date of

any termination of employment (other than by reason of the Optionee's death,

disability, or normal or early retirement under the Corporation's Employees'

Pension Plan or any successor plan thereto), but not beyond [EXPIRATION DATE],

and thereafter all Options will be forfeited and cancelled by the Corporation.

 

            6.3 If an Optionee's employment with the Corporation or any

Subsidiary terminates by reason of the Optionee's death, disability, or normal

retirement under the Corporation's Employees' Pension Plan or any successor plan

thereto, the Optionee (or the Optionee's estate, designated beneficiary or other

legal representative, as the case may be and as determined by the Committee)

shall have the right to exercise all Options at any time until [EXPIRATION

DATE]. The existence and date of the Optionee's disability shall be determined

by the Committee and any such determination shall be conclusive.

 

<PAGE>

 

                                   -4-

 

            6.4 (a) Notwithstanding anything to the contrary in Section 6.2

above, if the Optionee's employment with the Corporation or any Subsidiary

terminates by reason of the Optionee's early retirement under the Corporation's

Employees' Pension Plan or any successor plan thereto, all Options to the extent

exercisable on the date of such early retirement shall remain exercisable until

[EXPIRATION DATE].

 

                (b) Notwithstanding anything to the contrary in Section 6.2

above, if the Optionee's employment with the Corporation or any Subsidiary

terminates by reason of the Optionee's early retirement under the Corporation's

Employees' Pension Plan or any successor plan thereto, the Committee, in its

sole discretion, may (but is not obligated to) determine that (i) each Option to

the extent not exercisable at the time of any such early retirement will become

exercisable as to a proportionate number of underlying Option Shares based on

the number of calendar days elapsed (as of the date of such early retirement) in

the vesting period of such Option (or portion thereof), and (ii) each such

Option shall remain exercisable until [EXPIRATION DATE]. Except for Options

which have become exercisable as described in the prior sentence, any Option to

the extent not exercisable at the time of the Optionee's termination of

employment by reason of early retirement will be forfeited and cancelled by the

Corporation.

 

      7.    CHANGE OF CONTROL. The Options are subject to acceleration of

exercisability and "cash-out" at the discretion of the Committee upon the

occurrence of a Change of Control, all as provided in and subject to the Plan.

 

      8.    NON-TRANSFERABILITY. The Options, and any rights or interests

therein or under this Agreement, may not be sold, exchanged, transferred,

assigned or otherwise disposed of in any way at any time by the Optionee (or any

beneficiary(ies) of the Optionee), except to an Immediate Family Member or to a

trust, partnership or limited liability company all of whose beneficiaries,

partners or members, as the case may be, are Immediate Family Members, or by

testamentary disposition by the Optionee or the laws of descent and

distribution; provided, however, that to transfer an Option to an Immediate

Family Member or to an entity described above, such Immediate Family Member or

entity must agree, in a form acceptable to Committee, to be bound by the terms

of the Plan and this Agreement. The Options may not be pledged, encumbered or

otherwise hypothecated in any way at any time by the Optionee (or any

beneficiary(ies) of the Optionee) and will not be subject to execution,

attachment or similar legal process. Any attempt to sell, exchange, pledge,

transfer, assign, encumber or otherwise dispose of or hypothecate this Option,

or the levy of any execution, attachment or similar legal process upon this

Option, contrary to the terms of this Agreement and/or the Plan will be null and

void and without legal force or effect. During the Optionee's lifetime, the

Options may be exercisable only by the Optionee or the Optionee's legal

representative, or if transferred to an Immediate Family Member or an entity

comprising Immediate Family Members as described above, by such Immediate Family

Member or entity.

 

      9.    ENTIRE AGREEMENT; AMENDMENT. This Agreement (including the Plan

incorporated herein by reference) contains the entire agreement between the

parties hereto with respect to the subject matter contained herein, and

supersedes all prior agreements or prior understandings, whether written or

oral, between the parties relating to such subject matter. The Board has the

right, in its sole discretion, to amend, alter, suspend, discontinue or

terminate the

 

<PAGE>

 

                                      -5-

 

Plan, and the Committee has the right, in its sole discretion, to amend, alter,

suspend, discontinue or terminate any or all of the Options or this Agreement

from time to time in accordance with and as provided in the Plan; provided,

however, that no such amendment, alteration, suspension, discontinuance or

termination after initial shareholder approval of the Plan may materially impair

the rights of the Optionee under this Option without the consent of the

Optionee. The Corporation will give written notice to the Optionee of any such

modification or amendment of this Agreement as soon as practicable after the

adoption thereof. This Agreement may also be modified, amended or terminated by

a writing signed by both the Corporation and the Optionee.

 

      10.   NOTICES. Any notice (other than an Exercise Notice) which may be

required or permitted under this Agreement will be in writing, and will be

delivered in person or via facsimile transmission, overnight courier service or

certified mail, return receipt requested, postage prepaid, properly addressed as

follows:

 

            10.1 If the notice is to the Corporation, to the attention of the

Secretary of Amerada Hess Corporation, 1185 Avenue of the Americas, New York,

New York 10036, or at such other address as the Corporation by notice to the

Optionee designates in writing from time to time.

 

            10.2 If the notice is to the Optionee, at his or her address as

shown on the Corporation's records, or at such other address as the Optionee, by

notice to the Corporation, designates in writing from time to time.

 

      11.   LIMITATIONS; GOVERNING LAW. Nothing herein or in the Plan will be

construed as conferring on the Optionee or anyone else the right to continue in

the employ of the Corporation or any Subsidiary. This Agreement will be governed

by and construed in accordance with the laws of the State of Delaware, without

reference to the principles of conflict of laws thereof.

 

      12.   COMPLIANCE WITH LAWS. The issuance of this Option (and the Option

Shares upon exercise of this Option) pursuant to this Agreement will be subject

to, and will comply with, any applicable requirements of any federal and state

securities laws, rules and regulations (including, without limitation, the

provisions of the Securities Act of 1933, the Exchange Act and the respective

rules and regulations promulgated thereunder), rules of any exchange on which

the Common Stock is listed (including, without limitation, the rules and

regulations of the New York Stock Exchange), and any other law or regulation

applicable thereto. The Corporation will not be obligated to issue this Option

or any of the Option Shares pursuant to this Agreement if any such issuance

would violate any such requirements, and if issued will be deemed void ab

initio.

 

      13.   BINDING AGREEMENT; FURTHER ASSURANCES. This Agreement will inure to

the benefit of, be binding upon, and be enforceable by the Corporation and its

successors and assigns. Each party hereto will do and perform (or will cause to

be done and performed) all such further acts and will execute and deliver all

such other agreements, certificates, instruments and documents as any party

hereto reasonably may request in order to carry out the intent and accomplish

the purposes of this Agreement and the Plan and the consummation of the

transactions contemplated thereunder.

 

<PAGE>

 

                                      -6-

 

      14.   COUNTERPARTS; HEADINGS. This Agreement may be executed in one or

more counterparts, each of which will be deemed to be an original, but all of

which will constitute one and the same instrument. The titles and headings of

the various sections of this Agreement have been inserted for convenience of

reference only and will not be deemed to be a part of this Agreement.

 

      15.   SEVERABILITY. The invalidity or unenforceability of any provisions

of this Agreement in any jurisdiction will not affect the validity, legality or

enforceability of the remainder of this Agreement in such jurisdiction or the

validity, legality or enforceability of any provision of this Agreement in any

other jurisdiction, it being intended that all rights and obligations of the

parties hereunder will be enforceable to the fullest extent permitted by law.

 

      16.   BENEFICIARY. The Optionee may designate the beneficiary or

beneficiaries to exercise this Option (or to receive any Option Shares issuable

hereunder) after the death of the Optionee. Such designation may be made by the

Optionee on the enclosed beneficiary designation form and (unless the Optionee

has waived such right) may be changed by the Optionee from time to time by

filing a new beneficiary designation form with the Committee. If the Optionee

does not designate a beneficiary or if no designated beneficiary(ies) survives

the Optionee, the Optionee's beneficiary will be the legal representative of the

Optionee's estate.

 

      17.   TAX WITHHOLDING. Neither the exercise of any Option under this

Agreement, nor the issuance of any Option Shares thereunder, will be permitted

or effected unless and until the Optionee (or the Optionee's beneficiary(ies) or

legal representative) has made appropriate arrangements for the payment of any

amounts required to be withheld with respect thereto under all present or future

federal, state and local tax laws and regulations and other laws and

regulations. Unless an Optionee otherwise elects or is prohibited by law, if and

for so long as the Company maintains a cashless exercise program and an Optionee

exercises and sells Option Shares through such program, payment of such amounts

will be made by deducting such amounts from the proceeds of such sale.

 

            IN WITNESS WHEREOF, the Corporation has caused this Agreement to be

executed by its duly authorized officer, and the Optionee has hereunto set his

hand, all as of the Grant Date specified above.

 

                                            AMERADA HESS CORPORATION

 

                                            By: ________________________________

                                                John B. Hess

                                                Chairman of the Board

 

Acknowledged and Agreed to:

 

___________________________

        [OPTIONEE]

 

<PAGE>

 

                          [AMERADA HESS CORPORATION LOGO]

 

JOHN B. HESS                                         1185 AVENUE OF THE AMERICAS

Chairman of the Board                                NEW YORK, NEW YORK 10036

                                                               (212) 997-8514

 

                                                     [DATE]

[NAME & ADDRESS]

 

                  Re:       Amerada Hess Corporation

                              Amended and Restated

                            1995 Long-Term Incentive Plan

                              Award of Restricted Stock

 

Dear [NAME]:

 

            The Compensation and Management Development Committee (the

"Committee") of the Board of Directors (the "Board") of Amerada Hess Corporation

(the "Corporation") acting under the Corporation's Amended and Restated 1995

Long-Term Incentive Plan (the "Plan") granted to you on [DATE OF GRANT] [the

"Grant Date"] [NUMBER OF SHARES] restricted shares of the Common Stock of the

Corporation in accordance with the terms and provisions of the Plan and this

letter agreement (the "Restricted Shares"). The Restricted Shares are restricted

for a period commencing on the date of grant and ending [VESTING DATE] and are

otherwise subject to the terms and conditions set forth herein If the conditions

set forth in the Plan and this letter agreement are not satisfied, this letter

agreement and the Restricted Shares awarded together with all rights and

interests relating thereto, shall be void and of no force or effect. One copy of

this letter agreement signed by you should be returned to Lee Kurtz, Manager -

Executive Compensation. The other copy should be retained for your records.

 

      1.    INCORPORATION BY REFERENCE; DOCUMENT RECEIPT. This letter agreement

is subject in all respects to the terms and provisions of the Plan (including,

without limitation, any amendments thereto adopted at any time and from time to

time unless such amendments are expressly not intended to apply to the grant of

Restricted Shares hereunder), all of which terms and provisions are made a part

of and incorporated in this letter agreement as if each were expressly set forth

mutatis mutandis herein. Any capitalized term not defined in this letter

agreement will have the same meaning as is described thereto under the Plan. You

hereby acknowledge receipt of a disclosure document relating to and describing

the Plan and the Awards thereunder and that you have read it carefully and fully

understand its content. In the event of any conflict between the terms of this

letter agreement and the terms of the Plan, the terms of the Plan will control.

 

      2.    RESTRICTED STOCK. A certificate for the Restricted Shares will be

issued in your name and deposited with The Bank of New York or other agent

designated by the Committee, as escrow agent (the "Escrow Agent"). Prior to the

issuance and deposit of the Restricted Shares with the Escrow Agent you will

have no rights of a shareholder, and you will not be entitled to vote the

Restricted Shares or receive any dividends or other distributions, in respect of

the Restricted Shares.

 

<PAGE>

 

Page 2

 

[DATE]

 

The Restricted Shares will be held by the Escrow Agent pursuant to an agreement

(the "Escrow Agreement") between the Escrow Agent and the Corporation. The

accompanying stock transfer power covering the Restricted Shares to be issued to

you must be executed by you, endorsed in blank and returned to the Corporation

for delivery to the Escrow Agent. You will furnish the Escrow Agent with

additional stock transfer powers from time to time, if requested. Except to the

extent otherwise provided in the Plan or this letter agreement, if you remain

continuously employed by the Corporation or any Subsidiary until [VESTING DATE],

the Escrow Agent will deliver to you shortly thereafter a new share certificate

in your name representing the Restricted Shares.

 

      3.    RIGHTS AS A STOCKHOLDER. While the Restricted Shares are held by the

Escrow Agent, you will be the record owner and will have all the rights of a

stockholder with respect to the Restricted Shares, including (without

limitation) the right to vote, subject to the restrictions provided for in the

Plan, the Escrow Agreement and this letter agreement. From and after the date on

which the Restricted Shares are issued in your name and deposited with the

Escrow Agent, cash dividends and other distributions made or paid with respect

to the Restricted Shares will be held by the Escrow Agent and may (but need not

be) reinvested as determined by the Committee, and such dividends and

distributions will be paid to you, together with interest or other earnings

thereon (if any), at the time and to the extent pro tanto that the Restricted

Shares become non-forfeitable and are delivered to you by the Escrow Agent. Any

new, additional or different securities that you may become entitled to receive

with respect to the Restricted Shares under the Plan by virtue of any

reinvestment of any cash dividends paid on the Common Stock or any stock

dividend, stock split, recapitalization, reorganization, merger, consolidation,

split-up, or any similar change affecting the Common Stock, will be delivered to

the Escrow Agent subject to the same restrictions, terms and conditions as apply

to the related Restricted Shares.

 

      4.    TERMINATION AND FORFEITURE.

 

            4.1 If your employment with the Corporation or any Subsidiary

terminates prior to {VESTING DATE} by reason of your death, disability or normal

retirement under the Corporation's Employees' Pension Plan or any successor plan

thereto, the Escrow Agent will, as promptly as practicable, deliver to you (in

the case of disability or your normal retirement) or your beneficiary(ies) (in

the case of your death) a certificate representing all of the Restricted Shares

awarded to you hereunder and all accumulated dividends on the Restricted Shares,

together with interest or other earnings thereon (if any). The existence and

date of disability will be determined by the Committee and its determination

shall be final and conclusive.

 

            4.2 If your employment with the Corporation or any Subsidiary

terminates prior to [VESTING DATE] for any reason other than your death,

disability or normal retirement under the Corporation's Employees' Pension Plan

or any successor plan thereto, all of the Restricted Shares, and any rights

thereto, awarded to you hereunder, all accumulated dividends in respect thereof

and interest thereon (if any) will be forfeited by you and returned by the

Escrow Agent to the Corporation and you will have no further rights with respect

thereto.

 

            4.3 Notwithstanding Section 4.2 above, if your employment with the

Corporation or any Subsidiary terminates prior to [VESTING DATE] by reason of

your early retirement under the Corporation's Employees' Pension Plan or any

successor plan thereto, the Committee, in its sole discretion, may (but is not

obligated to) determine that it will deliver to you

 

<PAGE>

 

Page 3

 

[DATE]

 

on a specified date a certificate representing a proportionate number of the

Restricted Shares awarded to you hereunder based on the number of calendar days

elapsed (as of the date of such early retirement) in the vesting period ending

[VESTING DATE], together with a proportionate amount of the accumulated

dividends in respect thereof also based on the number of calendar days elapsed

(as of the date of such early retirement) in the vesting period ending [VESTING

DATE], and any interest or other earnings on such proportionate amount (if any).

 

      5.    CHANGE OF CONTROL. The Restricted Shares awarded to you hereunder

are subject to acceleration of vesting and "cash-out," all as provided in and

subject to the Plan.

 

      6.    BENEFICIARY. You may designate the beneficiary or beneficiaries to

receive any Restricted Shares or other amounts which may be delivered in respect

of this Award after your death. Such designation may be made by you on the

enclosed beneficiary designation form and (unless you have waived such right)

may be changed by you from time to time by filing a new beneficiary designation

form with the Committee. If you do not designate a beneficiary or if no

designated beneficiary(ies) survives you, your beneficiary will be the legal

representative of your estate.

 

      7.    TAX WITHHOLDING. No delivery of Restricted Shares or payment of any

accumulated cash dividends in respect thereof or other amount in respect of this

Award will be made unless and until you (or your beneficiary or legal

representative) have made appropriate arrangements for the payment of any

amounts required to be withheld with respect thereto under all present or future

federal, state and local tax laws and regulations and other laws and

regulations.

 

      8.    LIMITATIONS; GOVERNING LAW. Nothing herein or in the Plan will be

construed as conferring on you or anyone else the right to continue in the

employ of the Corporation or any Subsidiary. The rights and obligations under

this letter agreement and the Award are governed by and construed in accordance

with the laws of the State of Delaware, without reference to the principles of

conflict of laws thereof.

 

      9.    NON-TRANSFERABILITY. The Restricted Shares, and any rights and

interests with respect thereto, issued under this letter agreement and the Plan

may not, prior to vesting, be sold, exchanged, transferred, assigned or

otherwise disposed of in any way by you (or any of your beneficiary(ies)), other

than by testamentary disposition or the laws of descent and distribution, or as

otherwise permitted by the Plan. The Restricted Shares, and any rights and

interests with respect thereto, may not, prior to vesting, be pledged,

encumbered or otherwise hypothecated in any way by you (or any of your

beneficiary(ies)) and will not, prior to vesting, be subject to execution,

attachment or similar legal process. Any attempt to sell, exchange, transfer,

assign, pledge, encumber or otherwise dispose of or hypothecate in any way any

of the Restricted Shares, or the levy of any execution, attachment or similar

legal process upon the Restricted Shares, contrary to the terms and provisions

of this letter agreement and/or the Plan will be null and void ab initio and

without legal force or effect. Each certificate evidencing the Restricted Shares

will bear a legend to this effect.

 

      10.   ENTIRE AGREEMENT; AMENDMENT. This letter agreement (including the

Plan which is incorporated herein by reference) contains the entire agreement

between the parties hereto with respect to the subject matter contained herein,

and supersedes all prior agreements or prior

 

<PAGE>

 

Page 4

 

[DATE]

 

understandings, whether written or oral, between the parties hereto relating to

such subject matter. The Board has the right, in its sole discretion, to amend,

alter, suspend, discontinue or terminate the Plan, and the Committee has the

right, in its sole discretion, to amend, alter, suspend, discontinue or

terminate one or more of the Awards of Restricted Stock or this letter agreement

from time to time in accordance with and as provided in the Plan; provided,

however, that no such amendment, alteration, suspension, discontinuance or

termination after initial shareholder approval of the Plan may materially impair

your rights under this letter agreement or the Plan without your consent. The

Corporation will give you written notice of any such modification or amendment

of this letter agreement as soon as practicable after the adoption thereof. This

letter agreement may also be modified, amended or terminated by a writing signed

by you and the Corporation.

 

      11.   NOTICES. Any notice which may be required or permitted under this

letter agreement will be in writing and will be delivered in person, or via

facsimile transmission, overnight courier service or certified mail, return

receipt requested, postage prepaid, properly addressed as follows:

 

            11.1. If the notice is to the Corporation, to the attention of the

Secretary of Amerada Hess Corporation, 1185 Avenue of the Americas, New York,

New York 10036, or at such other address as the Corporation by notice to you may

designate in writing from time to time.

 

            11.2. If the notice is to you, at your address as shown on the

Corporation's records, or at such other address as you, by notice to the

Corporation, may designate in writing from time to time.

 

      12.   COMPLIANCE WITH LAWS. The issuance of the Restricted Shares pursuant

to this letter will be subject to, and will comply with, any applicable

requirements of federal and state securities laws, rules and regulations

(including, without limitation, the provisions of the Securities Act of 1933,

the Exchange Act and the respective rules and regulations promulgated

thereunder), any applicable rules of any exchange on which the Common Stock is

listed (including, without limitation, the rules and regulations of the New York

Stock Exchange), and any other law, rule or regulation applicable thereto. The

Corporation will not be obligated to issue any of the Common Stock subject to

this letter agreement if such issuance would violate any such requirements, and

if issued will be deemed void ab initio.

 

      13.   BINDING AGREEMENT; FURTHER ASSURANCES. This letter agreement will

inure to the benefit of, be binding upon, and be enforceable by the Corporation

and its successors and assigns. Each party hereto will do and perform (or will

cause to be done and performed) all such further acts and shall execute and

deliver all such other agreements, certificates, instruments and documents as

any other party hereto reasonably may request in order to carry out the intent

and accomplish the purposes of this letter agreement and the Plan and the

consummation of the transactions contemplated thereunder.

 

      14.   COUNTERPARTS; HEADINGS. This letter agreement may be executed in one

or more counterparts, each of which will be deemed to be an original, but all of

which will constitute one and the same instrument. The titles and headings of

the various sections of this letter agreement have been inserted for convenience

of reference only and will not be deemed to be a part of this letter agreement.

 

 

<PAGE>

 

Page 5

 

[DATE]

 

      15.   SEVERABILITY. The invalidity or unenforceability of any provisions

of this letter agreement in any jurisdiction will not affect the validity,

legality or enforceability of the remainder of this letter agreement in such

jurisdiction or the validity, legality or enforceability of any provision of

this letter agreement in any other jurisdiction, it being intended that all

rights and obligations of the parties hereunder will be enforceable to the

fullest extent permitted by law.

 

            IN WITNESS WHEREOF, the Corporation has caused this letter agreement

to be executed by its duly authorized officer, and you have also executed this

letter agreement, all as of the Grant Date.

 

                                               Very truly yours,

 

                                               AMERADA HESS CORPORATION

 

                                               By:______________________________

                                                             John B. Hess

                                                          Chairman of the Board

 

Acknowledged and Agreed to:

 

____________________________

         [AWARDEE]

 

<PAGE>

 

                        [AMERADA HESS CORPORATION LOGO]

 

JOHN B. HESS                                         1185 AVENUE OF THE AMERICAS

Chairman of the Board                                NEW YORK, NEW YORK 10036

                                                                (212)997-8514

 

                                                     [DATE]

 

[NAME & ADDRESS]

 

                       Re:        Amerada Hess Corporation

                                  Second Amended and Restated

                                  1995 Long-Term Incentive Plan

                                    Award of Restricted Stock

 

Dear [NAME]:

 

            The Compensation and Management Development Committee (the

"Committee") of the Board of Directors (the "Board") of Amerada Hess Corporation

(the "Corporation") acting under the Corporation's Second Amended and Restated

1995 Long-Term Incentive Plan (the "Plan") granted to you on [DATE OF GRANT]

(the "Grant Date") {NUMBER OF SHARES} restricted shares of the Common Stock of

the Corporation in accordance with the terms and provisions of the Plan and this

letter agreement (the "Restricted Shares"). The Restricted Shares are restricted

for a period commencing on the date of grant and ending [VESTING DATE] and are

otherwise subject to the terms and conditions set forth herein If the conditions

set forth in the Plan and this letter agreement are not satisfied, this letter

agreement and the Restricted Shares awarded together with all rights and

interests relating thereto, shall be void and of no force or effect. One copy of

this letter agreement signed by you should be returned to Lee Kurtz, Manager -

Executive Compensation. The other copy should be retained for your records.

 

      1.    INCORPORATION BY REFERENCE; DOCUMENT RECEIPT. This letter agreement

is subject in all respects to the terms and provisions of the Plan (including,

without limitation, any amendments thereto adopted at any time and from time to

time unless such amendments are expressly not intended to apply to the grant of

Restricted Shares hereunder), all of which terms and provisions are made a part

of and incorporated in this letter agreement as if each were expressly set forth

mutatis mutandis herein. Any capitalized term not defined in this letter

agreement will have the same meaning as is described thereto under the Plan. You

hereby acknowledge receipt of a disclosure document relating to and describing

the Plan and the Awards thereunder and that you have read it carefully and fully

understand its content. In the event of any conflict between the terms of this

letter agreement and the terms of the Plan, the terms of the Plan will control.

 

      2.    RESTRICTED STOCK. Restricted Shares will be issued in book-entry

form in your name and deposited with The Bank of New York or other agent

designated by the Committee, as escrow agent (the "Escrow Agent"). Prior to the

issuance and deposit of the Restricted Shares with the Escrow Agent you will

have no rights of a shareholder, and you will not be entitled to vote the

Restricted Shares or receive any dividends or other distributions, in respect of

the Restricted Shares.

 

 

<PAGE>

 

Page 2

 

[DATE]

 

The Restricted Shares will be held by the Escrow Agent pursuant to an agreement

(the "Escrow Agreement") between the Escrow Agent and the Corporation. You

authorize the Escrow Agreement to transfer shares and otherwise act in

accordance with instructions of the Corporation. You will furnish the Escrow

Agent with stock transfer powers or authorizations from time to time, if

requested. Except to the extent otherwise provided in the Plan or this letter

agreement, if you remain continuously employed by the Corporation or any

Subsidiary until [VESTING DATE], the Escrow Agent will, except as provided

below, deliver to you shortly thereafter a new share certificate in your name

representing the Restricted Shares. For as long as an account is maintained in

your name with a broker, custodian, or other institution retained by the

Corporation to assist in the administration of the Plan (the "Administrator"),

such Restricted Shares will be deposited into such account.

 

      3.    RIGHTS AS A STOCKHOLDER. While the Restricted Shares are held by the

Escrow Agent, you will be the record owner and will have all the rights of a

stockholder with respect to the Restricted Shares, including (without

limitation) the right to vote, subject to the restrictions provided for in the

Plan, the Escrow Agreement and this letter agreement. From and after the date on

which the Restricted Shares are issued in your name and deposited with the

Escrow Agent, cash dividends and other distributions made or paid with respect

to the Restricted Shares will be held by the Escrow Agent and may (but need not

be) reinvested as determined by the Committee, and such dividends and

distributions will be paid to you (or your account at the Administrator referred

to in Section 2), together with interest or other earnings thereon (if any), at

the time and to the extent pro tanto that the Restricted Shares become

non-forfeitable and are delivered to you by the Escrow Agent. Any new,

additional or different securities that you may become entitled to receive with

respect to the Restricted Shares under the Plan by virtue of any reinvestment of

any cash dividends paid on the Common Stock or any stock dividend, stock split,

recapitalization, reorganization, merger, consolidation, split-up, or any

similar change affecting the Common Stock, will be delivered to the Escrow Agent

subject to the same restrictions, terms and conditions as apply to the related

Restricted Shares.

 

      4.    TERMINATION AND FORFEITURE.

 

            4.1 If your employment with the Corporation or any Subsidiary

terminates prior to [VESTING DATE] by reason of your death, disability or normal

retirement under the Corporation's Employees' Pension Plan or any successor plan

thereto, the Escrow Agent will, as promptly as practicable, deliver to you, or

your account at the Administrator referred to in Section 2 (in the case of

disability or your normal retirement), or your beneficiary(ies) (in the case of

your death) a certificate representing all of the Restricted Shares awarded to

you hereunder and all accumulated dividends on the Restricted Shares, together

with interest or other earnings thereon (if any). The existence and date of

disability will be determined by the Committee and its determination shall be

final and conclusive.

 

            4.2 If your employment with the Corporation or any Subsidiary

terminates prior to [VESTING DATE] for any reason other than your death,

disability or normal retirement under the Corporation's Employees' Pension Plan

or any successor plan thereto, all of the Restricted Shares, and any rights

thereto, awarded to you hereunder, all accumulated dividends in respect thereof

and interest thereon (if any) will be forfeited by you and returned by the

Escrow Agent to the Corporation and you will have no further rights with respect

thereto.

 

 

<PAGE>

 

Page 3

 

[DATE]

 

            4.3 Notwithstanding Section 4.2 above, if your employment with the

Corporation or any Subsidiary terminates prior to [VESTING DATE] by reason of

your early retirement under the Corporation's Employees' Pension Plan or any

successor plan thereto, the Committee, in its sole discretion, may (but is not

obligated to) determine that it will deliver to you, or your account at the

Administrator referred to in Section 2, on a specified date a certificate

representing a proportionate number of the Restricted Shares awarded to you

hereunder based on the number of calendar days elapsed (as of the date of such

early retirement) in the vesting period ending [VESTING DATE], together with a

proportionate amount of the accumulated dividends in respect thereof also based

on the number of calendar days elapsed (as of the date of such early retirement)

in the vesting period ending [VESTING DATE], and any interest or other earnings

on such proportionate amount (if any).

 

         5. CHANGE OF CONTROL. The Restricted Shares awarded to you hereunder

are subject to acceleration of vesting and "cash-out," all as provided in and

subject to the Plan.

 

         6. BENEFICIARY. You may designate the beneficiary or beneficiaries to

receive any Restricted Shares or other amounts which may be delivered in respect

of this Award after your death. Such designation may be made by you on the

enclosed beneficiary designation form and (unless you have waived such right)

may be changed by you from time to time by filing a new beneficiary designation

form with the Committee. If you do not designate a beneficiary or if no

designated beneficiary(ies) survives you, your beneficiary will be the legal

representative of your estate.

 

         7. TAX WITHHOLDING. No delivery of Restricted Shares or payment of any

accumulated cash dividends in respect thereof or other amount in respect of this

Award will be made unless and until you (or your beneficiary or legal

representative) have made appropriate arrangements for the payment of any

amounts required to be withheld with respect thereto under all present or future

federal, state and local tax laws and regulations and other laws and

regulations. Unless you elect otherwise or are prohibited by law, such number of

Restricted Shares as shall be necessary to pay such withholding amounts shall be

sold by the Administrator and the proceeds thereof shall be delivered to the

Company for remittance to the appropriate governmental authorities, and the

remaining Restricted Shares shall be delivered to you, or your account at the

Administrator referred to in Section 2.

 

         8. LIMITATIONS; GOVERNING LAW. Nothing herein or in the Plan will be

construed as conferring on you or anyone else the right to continue in the

employ of the Corporation or any Subsidiary. The rights and obligations under

this letter agreement and the Award are governed by and construed in accordance

with the laws of the State of Delaware, without reference to the principles of

conflict of laws thereof.

 

         9. NON-TRANSFERABILITY. The Restricted Shares, and any rights and

interests with respect thereto, issued under this letter agreement and the Plan

may not, prior to vesting, be sold, exchanged, transferred, assigned or

otherwise disposed of in any way by you (or any of your beneficiary(ies)), other

than by testamentary disposition or the laws of descent and distribution, or as

otherwise permitted by the Plan. The Restricted Shares, and any rights and

interests with respect thereto, may not, prior to vesting, be pledged,

encumbered or otherwise hypothecated in any way by

<PAGE>

 

Page 4

 

[DATE]

 

you (or any of your beneficiary(ies)) and will not, prior to vesting, be

subject to execution, attachment or similar legal process. Any attempt to sell,

exchange, transfer, assign, pledge, encumber or otherwise dispose of or

hypothecate in any way any of the Restricted Shares, or the levy of any

execution, attachment or similar legal process upon the Restricted Shares,

contrary to the terms and provisions of this letter agreement and/or the Plan

will be null and void ab initio and without legal force or effect. Each

certificate evidencing the Restricted Shares will bear a legend to this effect.

 

         10. ENTIRE AGREEMENT; AMENDMENT. This letter agreement (including the

Plan which is incorporated herein by reference) contains the entire agreement

between the parties hereto with respect to the subject matter contained herein,

and supersedes all prior agreements or prior understandings, whether written or

oral, between the parties hereto relating to such subject matter. The Board has

the right, in its sole discretion, to amend, alter, suspend, discontinue or

terminate the Plan, and the Committee has the right, in its sole discretion, to

amend, alter, suspend, discontinue or terminate one or more of the Awards of

Restricted Stock or this letter agreement from time to time in accordance with

and as provided in the Plan; provided, however, that no such amendment,

alteration, suspension, discontinuance or termination after initial shareholder

approval of the Plan may materially impair your rights under this letter

agreement or the Plan without your consent. The Corporation will give you

written notice of any such modification or amendment of this letter agreement as

soon as practicable after the adoption thereof. This letter agreement may also

be modified, amended or terminated by a writing signed by you and the

Corporation.

 

         11. NOTICES. Any notice which may be required or permitted under this

letter agreement will be in writing and will be delivered in person, or via

facsimile transmission, overnight courier service or certified mail, return

receipt requested, postage prepaid, properly addressed as follows:

 

                  11.1. If the notice is to the Corporation, to the attention of

the Secretary of Amerada Hess Corporation, 1185 Avenue of the Americas, New

York, New York 10036, or at such other address as the Corporation by notice to

you may designate in writing from time to time.

 

                  11.2. If the notice is to you, at your address as shown on the

Corporation's records, or at such other address as you, by notice to the

Corporation, may designate in writing from time to time.

 

         12. COMPLIANCE WITH LAWS. The issuance of the Restricted Shares

pursuant to this letter will be subject to, and will comply with, any applicable

requirements of federal and state securities laws, rules and regulations

(including, without limitation, the provisions of the Securities Act of 1933,

the Exchange Act and the respective rules and regulations promulgated

thereunder), any applicable rules of any exchange on which the Common Stock is

listed (including, without limitation, the rules and regulations of the New York

Stock Exchange), and any other law, rule or regulation applicable thereto. The

Corporation will not be obligated to issue any of the Common Stock subject to

this letter agreement if such issuance would violate any such requirements, and

if issued will be deemed void ab initio.

 

         13. BINDING AGREEMENT; FURTHER ASSURANCES. This letter agreement will

inure to the benefit of, be binding upon, and be enforceable by the Corporation

and its successors and assigns. Each party hereto will do and perform (or will

cause to be done and performed) all such further acts

 

 

 

<PAGE>

 

Page 5

 

[DATE]

 

and shall execute and deliver all such other agreements, certificates,

instruments and documents as any other party hereto reasonably may request in

order to carry out the intent and accomplish the purposes of this letter

agreement and the Plan and the consummation of the transactions contemplated

thereunder.

 

      14.   COUNTERPARTS; HEADINGS. This letter agreement may be executed in one

or more counterparts, each of which will be deemed to be an original, but all of

which will constitute one and the same instrument. The titles and headings of

the various sections of this letter agreement have been inserted for convenience

of reference only and will not be deemed to be a part of this letter agreement.

 

      15.   SEVERABILITY. The invalidity or unenforceability of any provisions

of this letter agreement in any jurisdiction will not affect the validity,

legality or enforceability of the remainder of this letter agreement in such

jurisdiction or the validity, legality or enforceability of any provision of

this letter agreement in any other jurisdiction, it being intended that all

rights and obligations of the parties hereunder will be enforceable to the

fullest extent permitted by law.

 

            IN WITNESS WHEREOF, the Corporation has caused this letter agreement

to be executed by its duly authorized officer, and you have also executed this

letter agreement, all as of the Grant Date.

 

                                                Very truly yours,

 

                                                AMERADA HESS CORPORATION

 

                                                By:_____________________________

                                                            John B. Hess

                                                       Chairman of the Board

 

Acknowledged and Agreed to:

 

______________________________

 

     [AWARDEE]

</TEXT>

</DOCUMENT>