
| [ 46 ] Underperformance Demonstrates Need for Change Underperformance of this magnitude and duration demands change in the board room Name Credentials Relevance for Hess Rodney Chase Former Deputy Group Chief Executive, BP Former Chairman/CEO of BP America, CEO of Marketing & Refining, CEO of E&P Direct experience managing every major business at global integrated energy company Harvey Golub Former Chairman & CEO, American Express Former Non-Executive Chairman, AIG Mr. Golub’s refocusing of American Express in the 1990s has been called “one of the most impressive turnarounds of a large public corporation in history”(4) and led to over 750% share price appreciation during his tenure Karl Kurz Former COO, Anadarko Petroleum Helped lead major transformation at a large independent E&P: building a top-tier exploration capability, instilling capital discipline and improving operational focus Managed Anadarko’s onshore resource play development as SVP of US Onshore Led midstream and marketing operations as VP of Marketing David McManus Former EVP, Pioneer Natural Resources Former EVP at BG, President of ARCO Europe Oversaw value accretive divestiture of Pioneer’s international portfolio Presented substantial divestiture program to board and executed Evaluated both IPO in London and outright sale - pursued value maximizing path Mark Smith Current SVP & CFO, Ultra Petroleum Manages lowest-cost operator in resource play environment Monetized midstream assets via accretive REIT deal while maintaining strategic control Direct experience dealing with high-cost operator in resource play joint-venture Shareholder Nominees have the experience and relevant expertise to reassess and refocus Hess Source: Company Filings As of 11/28/12, date before which Elliott began to purchase a substantial amount of Hess stock Proxy Peers: Anadarko, Apache, BP, Chevron, ConocoPhillips, Devon, EOG, Exxon, Marathon, Murphy, Occidental, Shell, Statoil, Talisman and Total Revised proxy peers: Anadarko, Apache, EOG, Chevron, ConocoPhillips, Exxon, Marathon, Murphy, Noble, Occidental. Salomon Smith Barney 4/13/1999 17 Years (1) 5-Year (1) 4-Year (1) 3-Year (1) 2-Year (1) 1-Year (1) Proxy Peers (2) (Under) / Over Performance (332.9)% (30.6)% (43.5)% (28.9)% (39.6)% (16.8)% Revised Proxy Peers (3) (Under) / Over Performance (459.7)% (45.2)% (63.4)% (43.6)% (46.6)% (19.6)% John Hess Tenure 1. 2. 3. 4. |