CUSIP:
42809HAB3
ISIN: US42809HAB33
Unless and until
this Note is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by The
Depository Trust Company, a New York corporation (“
DTC ” or the “ Depositary ”), to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any nominee to a successor Depositary or a nominee
of any successor Depositary. Unless this certificate is presented
by an authorized representative of DTC to the Issuer or its agent
for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co. has an interest herein.
Hess
Corporation, a Delaware corporation (the “ Issuer
”), for value received, hereby promises to pay to CEDE &
Co. or registered assigns, at the office or agency of the Issuer in
New York, New York, the principal sum of
Dollars on
February 15, 2019, in such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest,
semiannually on February 15 and August 15 of each year,
commencing August 15, 2009, on said principal sum at said
office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note, from February 15 or
August 15, as the case may be, next preceding the date of this
Note to which interest has been paid, unless the date hereof is a
date to which interest has been paid, in which case from the date
of this Note, or unless no interest has been paid on these Notes,
in which case from February 3, 2009, until payment of said
principal sum has been made or duly provided for; provided ,
that payment of interest may be made at the option of the Issuer by
check mailed to the address of the Person entitled thereto as such
address shall appear on the Security register. Notwithstanding the
foregoing, if the date hereof is after the 1st day of February or
August, as the case may be, and before the following
February
15 or
August 15, this Note shall bear interest from such
February 15 or August 15; provided , that if the
Issuer shall default in the payment of interest due on such
February 15 or August 15, then this Note shall bear
interest from the next preceding February 15 or
August 15, to which interest has been paid or, if no interest
has been paid on these Notes, from February 3, 2009. The
interest so payable on any February 15 or August 15,
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose
name this Note is registered at the close of business on February 1
or August 1, as the case may be, next preceding such
February 15 or August 15.
Reference is made
to the further provisions of this Note set forth on the reverse
hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall
not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse
hereof.
2
IN WITNESS
WHEREOF, Hess Corporation has caused this instrument to be signed
by its duly authorized officers.
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[Company
Seal]
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HESS
CORPORATION
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By:
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Name:
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John P.
Rielly
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Title:
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Senior Vice
President and Chief Financial Officer
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By:
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Name:
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George C.
Barry
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Title:
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Vice President
and Secretary
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This is one of the
Global Notes of the series designated herein referred to in the
within-mentioned Indenture.
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THE BANK OF NEW
YORK MELLON, as Trustee
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By:
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Authorized
Officer
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3
This Note is one
of a duly authorized issue of debentures, notes, bonds or other
evidences of indebtedness of the Issuer (hereinafter called the
“ Securities ”) of the series hereinafter
specified, all issued or to be issued under and pursuant to an
indenture dated as of March 1, 2006 (the “
Indenture ”) duly executed and delivered by the Issuer
to The Bank of New York Mellon, successor-in-interest to JPMorgan
Chase Bank, N.A., as Trustee (herein called the “
Trustee ”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of
the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any)
at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series of notes
designated as the 8.125% Notes due 2019 (the “ Notes
”) of the Issuer, issued in an initial aggregate principal
amount of $1,000,000,000.
In case an Event
of Default, as defined in the Indenture, with respect to the Notes,
shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture
contains provisions permitting the Issuer and the Trustee to amend
the Indenture and the Securities of any series with the written
consent of the Holders of a majority in principal amount of the
outstanding Securities of all series affected by such supplemental
indenture (all such series voting as one class), and the Holders of
a majority in principal amount of the outstanding Securities of all
s
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