a1

CODEOF

BUSINESSCONDUCT

ANDETHICS

Hess Corporation1185 Avenue of the Americas

New York, New York 10036

Printed on recyclable paper

Dear Hess Colleague:

The success of our Company depends on the talent,discipline and drive of each of us, as well as a com-mitment to the Company, its core values and its cus-tomers. For us to continue to grow as a leading glob-al independent energy enterprise, we must not onlycreate value and consistently achieve outstandingresults in our business units but also excel in othercritical areas, including personal and businessethics, legal and regulatory compliance, workersafety and fairness, and protection of the environ-ment.

This Code of Business Conduct and Ethics sets forthstandards of conduct for anyone who represents theCompany. By taking ownership of and responsibilityfor the values and policies described in this Code wecan earn the respect of our shareholders, our com-petitors, government officials and each other.

Each of us must embrace the highest standards ofbusiness and personal integrity and perform ourduties with careful adherence to applicable policies,laws and regulations. Our reputation depends on it. Iencourage you to read and understand the Code andconduct your business in a thoughtful mannerconsistent with it. If each of us does this whilestriving to achieve outstanding business results, wecan become a great company, the leading globalindependent.

Sincerely,

John B. HessChairman of the Board and Chief Executive Officer

INTRODUCTION

I. BUSINESS ETHICS

• Our Values• Conflicts of Interest• Corporate Opportunity and Confidential

Information• Treatment of Employees• Entertainment and Gifts• Foreign Corrupt Practices Act• Political Contributions

II. COMPLIANCE WITH LAWS

• Insider Trading and Other Securities Laws• Environmental Laws• Occupational Safety and Health• Antitrust Laws• Commodities Laws• Tax Laws• Antiboycott Laws• Prohibited Dealings with Certain Countries

III. EMPLOYEE RESPONSIBILITIES

• Use and Protection of Company Assets• Assignment Abroad• Intellectual Property• Information Security• Record Creation• Record Management• Government Investigations• Employment of Military and Police Personnel• Internet Usage• Drugs / Alcohol

IV. COMPLIANCE PROGRAM

• Accounting Compliance• Discipline and Penalties• Reporting Suspected Violations• No Retaliation• International Calling InstructionsThis Code of Business Conduct and Ethics is also available online at

www.iHess.com.

INTRODUCTIONThis Code sets forth the Company’s core values andethical standards and explains certain key areas ofthe law affecting the Company. This document isintended to make all Company representatives gen-erally aware of the legal and ethical issues that mayarise in the course of the Company’s business. It doesnot address every situation or set forth rules that willanswer each question but instead is intended to pro-vide general guidance and assist individuals in mak-ing the right decisions. If you have any questionsabout the Code you should discuss them with yoursupervisor or the Legal Department.

All representatives of the Company and itssubsidiaries including directors, employees, indepen-dent contractors and consultants when acting onbehalf of the Company are responsible for acting atall times in compliance with the law, with the poli-cies set forth in this Code of Business Conduct andEthics (formerly, the Business Practice Guide) andwith other Company policies relevant to such per-son’s activities.

The Company will report any changes to this Codeeither in filings with the U.S. Securities andExchange Commission (the “SEC”) or on theCompany’s website at www.hess.com. Any waiver ofthis Code for an executive officer or a director may bemade only by the Board of Directors of the Companyor a Committee of such Board. The Company will dis-close any waivers of this Code made for any executiveofficer or director of the Company in an SEC filing oron the Company’s website.

Compliance depends on each person:

❑ being aware of the legal issues affecting the Company, with particular reference to the laws, rules and regulations that pertain tothe individual’s area of responsibility

❑ seeking and following the advice of

supervisors or, where appropriate, theCompany’s environmental, safety, finance,human resources and legal representatives

❑ reporting violations to supervisors or otherCompany representatives, as appropriate

The Company acts through its representatives. When aCompany representative acts dishonestly, unscrupu-lously or unsafely, the Company’s reputation isharmed. Under certain circumstances, the Companycan be held liable for a criminal violation by suchindividuals.

I. BUSINESS ETHICSRepresentatives of the Company, wherever theymay be located, must conduct business withuncompromising honesty and integrity. Each of ushas an obligation to deal fairly with the Company’scustomers, suppliers, competitors, officers andemployees. No one should take unfair advantage ofanyone through manipulation, concealment, use ofprivileged information, misrepresentation ofmaterial facts or any unfair dealing practice.

Our values form the backbone for the way we con-duct ourselves and our business and each repre-sentative should act in accordance with suchvalues while using good judgment and commonsense. All representatives are expected to make acommitment to such values when dealing witheach other, with customers, partners and govern-ment officials and with all other third parties.

OUR VALUES

All representatives of the Company should shapetheir behavior around the following corporate values:

Integrity: We are committed to the highest level ofintegrity in all of our relationships.

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People: We are committed to attracting, retainingand energizing the very best people by investing intheir professional development and providing themwith challenging and rewarding opportunities forpersonal growth.

Performance: We are committed to a culture ofperformance that both demands and rewards out-standing results throughout our business.

Value Creation: We are committed to creatingshareholder value based on sustained financial per-formance and long-term profitable growth.

Social Responsibility: We are committed to meetingthe highest standards of corporate citizenship byprotecting the health and safety of our employees, bysafeguarding the environment, and by creating along-lasting, positive impact on the communitieswhere we do business.

Independent Spirit: We are committed to preservingthe special qualities and unique personality thathave made us a successful, independent enterprise.

CONFLICTS OF INTEREST

All Company representatives must be scrupulous inavoiding even the appearance of a conflict of interestwith regard to the Company’s interest. A “conflict ofinterest” exists whenever an individual’s privateinterests interfere or conflict in any way with theinterests of the Company. If any representative ofthe Company considers undertaking any transactionor relationship that reasonably could be expected togive rise to an actual or apparent conflict or dispari-ty of interest between the representative and theCompany, the Company representative must disclosesuch activity in advance to the Legal Department forreview. Individuals should consult the Company’s“Statement of Policy Relating to Conflicts of InterestBetween Employee and Company” for additionalinformation and examples of potential conflicts. Thepolicy is available on iHess.

CORPORATE OPPORTUNITY ANDCONFIDENTIAL INFORMATION

Representatives of the Company may have access totrade secrets and other proprietary or confidentialinformation of the Company. The Company considersthis information to be an asset of the Company whichall representatives must strictly protect and preserveboth during and after their affiliation with theCompany.

Representatives of the Company owe a duty to theCompany to advance the Company’s legitimate interestswhen the opportunity to do so arises and are thereforeprohibited from:

❑ taking for themselves opportunities that arediscovered through the use of Company property,information or position

❑ using Company property, information or positionfor personal gain

❑ competing with the CompanyFurthermore, all employees are subject to theCompany’s statement on “Security of ConfidentialInformation” and Nondisclosure Agreements they exe-cuted with the Company. Both documents are availableon iHess and are useful guides which should be consult-ed by all employees.

TREATMENT OF EMPLOYEES

The Company is committed to equal employ-ment opportunity regardless of race, color, sex, age,religion, disability, sexual orientation, marital/familystatus, national origin or status as a disabled orVietnam era veteran. The Company adheres to a policyof affirmative action consistent with applicable legalguidelines and seeks to provide a work environmentwhere employees can realize their potential.

The Company firmly prohibits sexual and other formsof harassment in the workplace. The Company also

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complies with the Fair Labor Standards Act and withlocal employment laws in jurisdictions in which ithas operations or offices.

The U.S. Health Insurance Portability andAccountability Act (HIPAA) requires the Company’shealth plans to protect the privacy of certain healthinformation of individuals covered under the plans.The Company may not receive an individual’s healthinformation from the health plans without theindividual’s authorization. In addition, the Companycannot use health information for employment-related actions or decisions. Employees who receivehealth information in the course of performing theirduties for the Company (or for the Company’s healthplans) are also required to comply with HIPAA’srequirements.

ENTERTAINMENT AND GIFTS

Company representatives may not accept cash or any-thing of more than token value (including entertain-ment) from any concern that does, or is seeking to do,business with, or is a competitor of, the Company.Likewise, bribes, kickbacks or other similar gifts orpayment to or from an individual or company are pro-hibited. Furthermore, no Company representativeshould ever accept a gift where it could appear that therepresentative’s business judgment has been compro-mised. If you have any questions about the appropri-ateness of accepting a gift please consult the LegalDepartment.

With respect to giving gifts, Company representativesmay not give a gift if it could be seen as considerationfor an official or business favor. Appropriate enter-tainment may be offered by persons authorized to doso. As discussed in more detail below, particular careshould be taken when the proposed recipient ofentertainment or gifts is a government official sinceentertainment of, or even token gifts to, such officialsare prohibited in many jurisdictions.

FOREIGN CORRUPT PRACTICES ACT

The United States and other countries in which theCompany or its subsidiaries operate have lawsrestricting or prohibiting the providing of gifts to gov-ernment officials. Company representatives may notoffer anything of value to a government official for thepurpose of influencing the recipient to take or refrainfrom taking any official action or to induce the recip-ient to conduct business with the Company.

In addition, the Foreign Corrupt Practices Act(FCPA) prohibits the payment of, or offer to pay, any-thing of value, directly or indirectly, to any foreignofficial, foreign political party or foreign political can-didate, if the purpose of the payment is to cause therecipient to act, or refrain from acting, so as to assista company in obtaining or retaining business or indirecting business to any particular person. Paymentmade indirectly (through a consultant, contractor orother intermediary) is also prohibited.

Representatives of the Company are not permitted tooffer gifts of other than minimal value or to providetravel or entertainment to any government employeewithout the prior written approval of the ExecutiveVice President and General Counsel or Vice PresidentAudit & Compliance.

The FCPA does provide for an exception for facilita-tion payments, if they are legal and customary in thelocal country. It is the policy of the Company thatthese payments be avoided whenever possible. If suchpayments are necessary, they must be approved inadvance by the Executive Vice President and GeneralCounsel or Vice President Audit & Compliance.

The FCPA applies to all U.S. companies, foreigncompanies subject to the jurisdiction of the U.S.Securities and Exchange Commission, and all persons

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subject to U.S. jurisdiction. Penalties under the FCPAinclude fines and prison terms. Individuals shouldconsult Executive Directive 26 for additionalinformation.

POLITICAL CONTRIBUTIONS

Under federal law, it is a crime for the Company to makea political contribution to any federal candidate (in aprimary or general election) or to a political party. Federallaw also restricts corporate contributions to state andlocal committees in certain circumstances and state lawsalso regulate contributions at the state and local level.The word “contribute” is broadly defined by federal law. Itincludes not only money but also the use of corporateresources and the use of corporate personnel in ways thatassist the campaigns of federal candidates. In addition,under federal law, neither a corporation nor its manage-ment may take measures that have the intention or effectof coercing an employee into making a contribution; like-wise, a corporation may not directly or indirectly reim-burse an employee for a political contribution or channela contribution through an employee in order to disguiseits true origin.

In order to steer clear of any potential problems it is theCompany’s policy not to permit the use of its facilities orproperty for campaign activities. Finally, it is theCompany’s policy not to permit executive personnel tosolicit political contributions from other employees.

Individual employees, acting in their individual capacities,are of course encouraged to exercise their rights as citi-zens consistent with the foregoing prohibitions. If youhave any questions about the applicability of this policy toany conduct that you contemplate, please seek guidancein advance from the Legal Department.

II. COMPLIANCE WITH LAWSThe Company is subject to federal, state, local andforeign laws and regulations affecting all aspects of theCompany’s business. All representatives of theCompany should respect and comply with all of thelaws, rules and regulations of the United States andother countries in which the Company does business.Such compliance should include, without limitation,compliance with the “insider trading” prohibitionsapplicable to the Company as well as compliance withthe other laws referenced below.

INSIDER TRADING AND OTHERSECURITIES LAWS

Generally, Company policy and the securities laws ofthe United States, the United Kingdom and many othercountries where we do business prohibit trading in theCompany’s securities by Company representativeswhile they are aware of material, non-public informa-tion from or about the Company whether or not theyare using or relying on that information. This restric-tion extends to sharing or tipping others about suchinformation, who may then buy or sell securities basedon such information.

The definition of “material, non-public information” isbroad. Information is “material” if there is a substantiallikelihood that a reasonable investor would considerthe information important in determining whether totrade in the Company’s securities, or if the information,if made public, could reasonably be expected to affectthe market price of our securities. Information may bematerial even if it relates to future, speculative or con-tingent events, and even if it is significant only whenconsidered in combination with publicly availableinformation. Information is considered to be “non-public” unless it has been publicly disclosed, andadequate time has passed for the securities markets todigest the information. If you have any questions about

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whether you possess “material, non-public informa-tion” or whether you can trade in the Company’ssecurities, you should consult the Legal Departmentbefore taking any action. Examples of information thatmay be confidential material, include, but are notlimited to, the following:

❑ acquisitions or dispositions❑ results of drilling operations❑ financial results

Beyond disciplinary action, a violation of this policymay lead to civil and criminal penalties against theCompany representative. The penalties also apply tosharing or tipping, regardless of whether the Companyrepresentative derives any financial benefit from thesecurities trades.

Securities laws in the U.S. also require timely publicdisclosure of certain information through pressreleases and in periodic reports to the U.S. Securitiesand Exchange Commission. These releases andreports are coordinated by the Corporate Secretary inthe New York office. The Company is subject to SECRegulation FD (“FD” refers to “Fair Disclosure”),which prohibits a company from intentionally disclos-ing material non-public information selectively tospecified types of securities market professionals andsecurity holders unless the company also publicly dis-closes the information simultaneously. Accordingly, allinquiries from the press should be referred to the VicePresident, Investor Relations, and any questions aboutwhat you may or may not disclose should be clearedwith the Legal Department.

In addition, a representative of the Company may becalled upon to provide necessary information to assurethat the Company’s public reports and documentsfiled with the SEC and other public communicationsby the Company are full, fair, accurate, timely andunderstandable. The Company expects its representa-tives to provide prompt, accurate answers to inquiriesrelated to the Company’s public disclosure require-ments.

All Representatives of the Company must comply withthe Company’s system of disclosure controls and pro-cedures to provide reasonable assurances that infor-mation required to be disclosed by the Company in thereports that it files publicly is properly authorized,executed, recorded, processed, summarized andreported. These procedures are designed to ensurethat information required to be disclosed by theCompany in its reports is accumulated and communi-cated to the Company’s management, including theChief Executive Officer and Senior Financial Officers,as appropriate, to allow timely decisions regardingdisclosure.

ENVIRONMENTAL LAWS

The Company is committed to protection of the envi-ronment in all areas of its operations and to carefulcompliance with procedures designed to reduce oreliminate risk of damage to the environment.

Environmental laws constitute a significant area ofpotential legal liability for the Company. The Companyseeks to reduce the environmental impact of its activi-ties through its long-standing commitment to compli-ance, safety and cleanliness, maintenance of its assetsin first-rate condition and implementation of anEnvironmental Management System.

The Company has an Environment, Health and SafetyPolicy, and many Company facilities have environ-mental compliance manuals and guidelines thataddress matters such as:

❑ spill prevention and clean-up❑ classification and disposal of hazardous materials❑ clean air requirements❑ clean water requirements❑ product specifications

All Company representatives must be aware of envi-ronmental concerns and adhere to environmentalcompliance guidelines affecting their activities.

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OCCUPATIONAL SAFETY AND HEALTH

The Company, through its Safety ManagementProgram and the implementation of its Environment,Health and Safety Policy, is committed to providing asafe and healthy work environment for its employees.Employees must perform their duties in a manner thatwill not pose a danger to themselves or others. Use ofsafety equipment in certain areas is often required bylaw or Company policy. It is our policy to comply withall applicable safety and health laws and regulations.

ANTITRUST LAWS

Antitrust laws prohibit or restrict practices such asagreements among, or discussions with, competitors orcustomers to:

❑ fix or control prices❑ divide territories or markets❑ allocate customers❑ limit production or sales

Other actions involving competitors, customers or salesof the Company’s products may raise antitrust con-cerns. Supervisors in charge of trading and salesactivities are responsible for knowledge of these con-cerns and accountable for the careful oversight ofemployee trading and sales practices.

COMMODITIES LAWS

Trading in petroleum and petroleum product futuresand options is regulated by the exchanges on whichsuch trading occurs and by the Commodity FuturesTrading Commission. Only a limited number ofemployees are authorized to engage in such tradingon behalf of the Company, and these employees maynot trade for their own account. All other Companyrepresentatives are prohibited from engaging in suchtrading on behalf of the Company.

TAX LAWS

Many types of taxes, governmental fees and othersimilar charges apply to the Company and to itscustomers, suppliers and products. These taxes mayinclude the following:

❑ income taxes❑ sales, excise and use taxes❑ environmental taxes (e.g., Superfund and

Oil Spill Liability Trust Fund taxes)❑ customs duties

Individual employees are often responsible for ensur-ing that taxes, fees and other charges are paid by theCompany or collected from customers or suppliers andthat payments and collections are accurately reported.

ANTIBOYCOTT LAWS

Antiboycott laws prohibit U.S. companies fromparticipating in one country’s boycott of certain othercountries, companies or individuals. Activities thatmay constitute boycotts include the following:

❑ refusing to do business with certain countries or persons

❑ refusing to employ certain classes of persons❑ refusing to transport materials to or through

certain countries❑ furnishing information on a person’s race,

religion, sex or nationalityPlease consult the Legal Department if you haveany questions about the foregoing.

PROHIBITED DEALINGS WITHCERTAIN COUNTRIES

Sanctions imposed by the U.S., certain foreign gov-ernments, or the United Nations may restrict or

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prohibit business or personal dealings with certaincountries and with companies or individuals in orfrom those countries. Activities that may be restricted include the following:

❑ transfers of assets❑ payment of money❑ provision of services❑ exports of sensitive technology❑ travel to the affected countries

Please consult the Legal Department if you haveany questions about the foregoing.

III. EMPLOYEE RESPONSIBILITIES

USE AND PROTECTIONOF COMPANY ASSETS

We are all responsible for maintaining and pro-tecting the assets (both tangible and intangible) ofthe Company and for conducting ourselves in a pro-fessional manner.

Company assets are to be used for the legitimatebusiness purposes of the Company and only byauthorized representatives of the Company or theirdesignees. This includes office equipment, intellec-tual property such as pending patent information,trade secrets or other confidential or proprietaryinformation (whether in printed or electronic form)and electronic media and communication systems.Representatives of the Company should not use theCompany’s e-mail, voice mail and telephone systemsin any way that is harmful or embarrassing to theCompany.

Representatives of the Company are responsible forensuring that appropriate measures are taken to

assure that Company assets are properly protected.Representatives of the Company should assist in theprotection of confidential and proprietary informa-tion including technical, financial, marketing andother business information that, if made available tothe Company’s competitors or to the public, wouldbe advantageous to such competitors or detrimentalto the Company.

In addition, representatives of the Company shouldtake appropriate measures to ensure the efficientuse of the Company’s assets, since theft, careless-ness and waste have a direct impact on theCompany’s profitability.

ASSIGNMENT ABROAD

Employees may be offered the opportunity to workon an expatriate basis at one of the Company’s officesoutside their home country. Expatriate employeesare ambassadors for the Company, particularly incountries where the Company and its activities con-stitute a significant part of the local economy.Expatriate employees are expected to maintain stan-dards of conduct and behavior, even in their off-dutyhours, which reflect acceptable social standards bothin their home country and in the host country. TheCompany reserves the right to repatriate any em-ployee whose conduct or behavior has embarrassed,or has the potential to embarrass, the Company.Conduct or behavior of this nature may also result indisciplinary action.

INTELLECTUAL PROPERTY

Many materials used by the Company, such as com-puter software, journals and other publications, areprotected under the federal copyright laws or bylicensing agreements and may not be disclosed orcopied. Certain equipment and processes used by theCompany may be patented.

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INFORMATION SECURITY

Security of information is critical to the success of theCompany and maintaining security is the responsibilityof each Company representative. The Company’s infor-mation security policies are presented in theInformation Service section of iHess. In particular, noone should ever give or share a password with anyone.If a password becomes compromised, the user shouldcontact the local security administrator to have it reset.Furthermore, when choosing a password, please followthe guidelines in the Password Security Policy oniHess. If a Company representative becomes aware ofa situation that might compromise the Company’s secu-rity, that person should contact the local ISInfrastructure Manager or the IS Security Coordinatorat 713-609-4170.

RECORD CREATION

Employees are responsible for the accuracy andcompleteness of the books and records of theCompany. This means that employees must:

❑ maintain accurate records of transactions,time reports, expense accounts and otherfinancial records;

❑ comply with the Company’s system of internalcontrols over financial reporting; and

❑ report to the Company’s Disclosure ReviewCommittee any significant deficiencies ormaterial weaknesses, including correctiveactions, in the design or operation of theCompany’s internal controls over financialreporting, which could adversely affect theCompany’s ability to record, process, summa-rize and report financial data.

Representatives of the Company may not:

❑ intentionally distort or disguise the true natureof any transaction in recording and document-ing accounting entries;

❑ make a representation, either in a documentor in oral communication, that is not fullyaccurate; or

❑ establish any undisclosed or unrecorded fundsor assets for any purpose.

Questions regarding this policy should be addressedto the Legal Department. Representatives of theCompany are encouraged to submit any concerns orcomplaints anonymously or confidentially regardingaccounting, internal accounting controls or auditingmatters. For more details, see “Reporting SuspectedViolations”.

RECORD MANAGEMENT

Records should be maintained to comply with applic-able statutory, regulatory or contractual requirements,as well as pursuant to prudent business practices. U.S.law prohibits any representative of the Company fromassisting or encouraging our independent accountantin destroying corporate audit records, such as work-papers, documents that form the basis of an audit orreview, memoranda, correspondence, communications,other documents, and records (including electronicrecords) which are created, sent or received in con-nection with an audit or review and contain conclu-sions, opinions, analysis, or financial data relating tosuch audit or review.

GOVERNMENT INVESTIGATIONS

If a representative of the Company learns about a pos-sible government investigation or inquiry, inform theLegal Department immediately. U.S. law prohibits anyrepresentative of the Company from altering, destroy-

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ing, mutilating or concealing a record, document, orother object, or attempt to do so, with the intent toimpair the object’s integrity or availability for use in anofficial proceeding. U.S. law also prohibits any repre-sentative of the Company from otherwise obstructing,influencing or impeding any official proceeding or anyattempts to do so. In connection with these policies,please consult the Legal Department in the event of lit-igation or any investigation or proceeding.

EMPLOYMENT OF MILITARY ANDPOLICE PERSONNEL

In some countries where the Company has operations,it may be necessary on occasions for the Company toengage the assistance of local military or law enforce-ment personnel for security or operational reasons.This should be avoided whenever possible. Whereavoidance is impossible, prior approval should besought under Executive Directive 26. In the case of adire emergency where there is a significant threat toCompany (or the Company’s contractors’) personnel,or to significant assets of the Company or its contrac-tors, and immediate protection is necessary, approvalto employ local military or law enforcement personnelmay be given by the highest level of local managementreadily contactable.

No approval is necessary for employees to summonlocal police assistance for themselves or their familieswhen necessary, or for employees to report a crime tothe local police.

INTERNET USAGE

The Company provides employees with Internetaccess primarily for business activities requiringdocument viewing, e-mail, file transfers to Companycomputers, and terminal connections to authorizedInternet computers. Employees are not permittedeither to access or transmit pornography or other

material that is potentially offensive on the basis of sex,race, religion, national origin, sexual orientation ordisability.

Dissemination of information confidential to individu-als or to the Company is also prohibited. The Companydoes not allow the copying or downloading of copyright-protected Internet material; when ownership isunclear, employees must follow policy guidelines todetermine whether the information is in the publicdomain.

Employees are responsible for immediately reportingany new viruses or suspicious e-mail attachments toprevent further contamination. To alert the appropri-ate technicians, employees must send an e-mail to theVirus Team address set up in the e-mail system, brieflydescribing the problem and leaving a contact phonenumber. Shortly afterward a Virus Team member willcall the sender for follow up.

The Company reserves the right to make and enforceacceptable use policies for its equipment and network.This includes the right to monitor all network traffic,all information transmitted and stored, including e-mail, on the network or in any computer provided bythe Company, the right to limit use of the network andsystems, the right to block access to non-Companycomputers and the right to examine its equipment,data files and e-mail at its discretion, without notice.

The Company’s Internet Access Policy is available oniHess.

DRUGS / ALCOHOL

An employee will be discharged immediately if foundselling an illegal or controlled substance at any time,either on or off Company property, or possessing/usingan illegal substance on the job or on Company property.Disciplinary action, in some circumstances includingimmediate discharge, may follow if an employee isfound to be under the influence of illegal substances oralcohol while at work or has alcohol on Company

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premises without authorization. Law enforcement offi-cials will be notified if illegal substances are found onCompany property.

The Hess Substance Abuse policy, available on iHess,provides a description of Company policy and prac-tices, as well as information about the Company’sEmployee Assistance Program (“EAP”) and other available resources. Reference should be made bythose employees having a collective bargaining agree-ment to their specific labor agreement regarding thissubject.

IV. COMPLIANCE PROGRAMThis document is a focal point of the Company’s pro-gram for promoting compliance with law and Companypolicy, but it is only one part of an ongoing effort to pre-vent and detect violations. All Company representa-tives must sign and return the enclosed form to theirlocal Human Resources Department, confirming thatthey have read this document and understand itscontents. Directors must confirm in writing to theCorporate Secretary or General Counsel that they haveread and understand its contents.

J. Barclay Collins, Executive Vice President andGeneral Counsel of the Company, is responsible for theCompany’s compliance program.

ACCOUNTING COMPLIANCE

In accordance with the Sarbanes-Oxley Act of 2002,the Company is committed to complying with allapplicable financial reporting and accounting regula-tions. If any employee, officer or director of theCompany has concerns or complaints regarding ques-tionable accounting or auditing matters of theCompany, then that person is encouraged to submitthose concerns or complaints (anonymously, confi-

dentially or otherwise) to the Audit Committee of theBoard of Directors (which will, subject to its dutiesarising under applicable law, regulations and legalproceedings, treat such submissions confidentially).Such submissions may be directed to the attention ofthe Audit Committee through use of the Company’sU.S. reporting hotline at 800-353-2790. For moredetails, see “Reporting Suspected Violations”.

DISCIPLINE AND PENALTIES

In order to maintain compliance with the lawand preserve its reputation, the Company willtreat seriously any violation of law or failure toadhere to the principles set forth in this Code. Inappropriate circumstances, suspension or dis-missal may result.

Violations of law can result in criminal or civil penaltiesagainst the Company and the employee, including sub-stantial fines and prison terms.

REPORTING SUSPECTED VIOLATIONS

The Company monitors compliance with the law andits policies. Representatives of the Company areencouraged to speak to supervisors, managers or otherappropriate Company officials when in doubt aboutthe best course of action in a particular situation. Inaddition, employees, officers and directors have anobligation to notify their supervisors, the LegalDepartment or other appropriate Company officials ofsuspected violations of law or failures to adhere to theprinciples set forth in this Code. Failure to notify canitself be grounds for discipline. The Company hasestablished two additional channels for reporting vio-lations, which may be done anonymously.

The Vice President Audit & Compliance is responsiblefor monitoring and investigating suspected violations.

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❑ Call the Company’s reporting hotline at 1-800-353-2790 and a representative fromGlobal Compliance Services will take your call.

❑ File a report anonymously by e-mail by usingthe following secure website:https://www.compliance-helpline.com/hesshotline.

If your concern is regarding employee benefits,salary administration or leave of absence issues,please call the HR Service Center at 1-877-511-4377.

If your concern is regarding customer service at aretail gas station please call 1-800-437-7645.

NO RETALIATION

Reporting known or suspected violations of theCompany’s legal or ethical obligations is the responsi-bility of each employee, officer and director.Employees, officers and directors must never bediscouraged from reporting violations. In no event willany action be taken against the Company representa-tive for making a complaint or reporting, in good faith,known or suspected violations of Company policy. Suchrepresentative of the Company will not lose his or herjob for refusing an order he or she reasonably believeswould violate the provisions of this Code. All reports ofsuspected violations of law or failures to comply withthe principles set forth in this document or any otherCompany Statement or Policy, whether made anony-mously or otherwise, will be treated confidentially andwill be investigated promptly, thoroughly and fairly.Intimidation or retaliation against anyone makingsuch reports will not be tolerated and any employee,officer and director who retaliates against anotheremployee, officer or director will be in violation ofCompany policy and subject to disciplinary actionincluding dismissal.

INTERNATIONAL CALLINGINSTRUCTIONS

Representatives of the Company who wish to reportviolations from international locations may do so tollfree by first calling the country operator and placing acollect call to a United States number 704-731-1402, orby e-mail using the following secure website:

https://www.compliance-helpline.com/hesshotline

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