Re: Restrictive Agreement and General Release

Exhibit 10(1)

February 20, 2009

John J. O’Connor
6 Stonefalls Court
Rye Brook, New York 10573

Dear John:

          You have advised us, and you hereby confirm, that you have elected to retire from employment with Hess Corporation (the “Company”) effective as March 31, 2009 (your “Termination Date”), and to resign as a director of the Company and as a director and officer of its subsidiaries and affiliates on or prior to your Termination Date. This Restrictive Agreement (this “Agreement”), together with the General Release attached hereto as Exhibit A (the “General Release”), confirms the agreements we have made in connection with your retirement.

          You currently hold options to purchase shares of common stock of the Company (collectively, the “Options”) granted pursuant to the Amerada Hess Corporation Second Amended and Restated 1995 Long-Term Incentive Plan (the “1995 Plan”) and your applicable stock option agreements. The grant dates and number of shares covered by the portion of the Options that are not fully vested on the date hereof are as follows:

          The terms and conditions of your stock option agreements provide that these unvested Options will be forfeited in their entirety and you will have no further rights with respect thereto upon your Termination Date, and those Options which have vested will remain exercisable only for 60 days after your Termination Date. Notwithstanding any contrary provision of your stock option agreements evidencing the Options, but subject to the effectiveness of this Agreement and the General Release and the limitations set forth below, the Company is prepared to provide that, following your Termination Date, the Options listed in the schedule set forth above will continue to become exercisable on the dates set forth in your applicable stock option award agreements, and such Options, together with any other Options

held by you, to the extent exercisable, may be exercised at any time through the expiration date stated in the applicable stock option agreements.

     You also currently hold awards of an aggregate of 170,000 shares of unvested restricted stock pursuant to the 1995 Plan and your applicable restricted stock award letters dated as of March 6, 2008 and September 19, 2008. In accordance with the terms and conditions of your restricted stock award letters these unvested restricted stock awards will be forfeited in their entirety and returned to the Company, and you will have no further rights with respect thereto upon your Termination Date. Subject to the effectiveness of this Agreement and the General Release and the limitations set forth below, following your Termination Date, the Company will make the following cash payments (“Additional Payments”) to you (or, in the event of your death, the legal representative of your estate) on or within 30 days following the respective payment dates set forth below:

          (1) In consideration for the Company’s provision for the continued vesting and the extension of the exercise period of Options and payment of the Additional Payment described above to which you are not otherwise entitled, you agree that during the period commencing on your Termination Date and ending on March 31, 2011 (the “Restricted Period”), you will not, directly or indirectly, in any manner or capacity:

     (i) be employed by, serve as a director or manager of, act as a consultant to or maintain any material ownership interest in, any business that competes with the business of the Company or any subsidiary or affiliate thereof (“Subsidiary”), including, without limitation, any business which is engaged in the business of exploring for, or developing or producing, crude oil or natural gas ( provided that your ownership of securities of less than one percent (1%) of any class of securities of a public company shall not, by itself, be considered to be a material ownership interest);

     (ii) disclose to or use for the benefit of yourself or any third party any confidential or proprietary information of the Company or any Subsidiary, including, without limitation, any such information relating to the Company’s or any Subsidiary’s exploration and production business, except for information that is or becomes public other than through your breach of this provision or as otherwise agreed in writing by the Company;

     (iii) employ, solicit for employment or assist or advise any other person in soliciting for employment any employee or consultant of the Company or any Subsidiary (except on behalf of the Company or any Subsidiary), or otherwise interfere with the relationship between the Company or any Subsidiary and any such employee or consultant;

     (iv) interfere with the relationship between the Company or any Subsidiary and any person (including, without limitation, any business or governmental entity) that is, or, during the six months immediately preceding any such activity, was, a client, customer, supplier, licensee or partner of the Company or any Subsidiary, or had any other business relationship with the Company or any Subsidiary;

     (v) make any statements, or assist any other person to make statements, or release information, intended to disparage or defame the Company or any Subsidiary or their respective directors, officers or employees; and

     (vi) otherwise engage in any activity materially detrimental to the business, reputation or interests of the Company or any Subsidiary (each as determined by the Compensation and Management Development Committee of the Board of Directors of the Company (the “Committee”) in its discretion).

In the event that the Committee determines that during the Restrictive Period you have breached or violated any provision of this Agreement or your confidentiality, intellectual property or other restrictive covenants or agreements in favor of the Company or a Subsidiary, including without limitation the Non-Disclosure Agreement and the Non-Competition and Assignment Agreement, each dated October 15, 2001, between you and the Company (collectively, the “Prior Agreements”), or any other material agreement between you and the Company or a Subsidiary, then: (a) you shall not be entitled to receive any Additional Payments otherwise payable thereafter, (b) you shall re-pay to the Company any Additional Payments previously paid to you, (c) the Options shall immediately terminate in their entirety, and (d) you shall pay to the Company any Option Gain that you realized as the result of any exercise of the Options; provided , however , that you shall be entitled to retain $100,000 of Additional Payments in consideration for your release of cl