Savings And Stock Bonus Plan for Retail Operations Employees

Exhibit 10(7) ACTION TO AMEND AND MERGE
THE AMERADA HESS CORPORATION EMPLOYEES' SAVINGS AND STOCK
BONUS PLAN AND
THE AMERADA HESS CORPORATION SAVINGS AND STOCK BONUS PLAN FOR
RETAIL OPERATIONS EMPLOYEES WHEREAS, the Hess Corporation maintains the Amerada Hess Corporation Employees' Savings and Stock Bonus Plan, as restated effective July 1, 2002, (the " Corporate Savings Plan" ) and the Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees, as restated effective March 15, 2002, (the " Retail Savings Plan" ); and WHEREAS, Section 12.1B of the Corporate Savings Plan and the Retail Savings Plan provides that the Senior Vice President, Human Resources (" SVP HR" ) may approve any written amendment that is reasonably expected, when aggregated with any other amendments approved on the same date, to have an annual financial impact on the Hess Corporation of $500,000 or less; and WHEREAS, the SVP HR, acting on behalf of the Hess Corporation, desires to amend the Corporate Savings Plan and the Retail Savings Plan for the purposes of: (1) merging the Retail Savings Plan into the Corporate Savings Plan and transferring the assets and liabilities of the Retail Savings Plan into the Corporate Savings Plan effective October 1, 2006; (2) providing that the contribution formula under the merged savings plan for compensation earned following such plan merger shall be the same as the Corporate Savings Plan prior to the merger; such merger not being intended to and shall not constitute a termination of the Retail Savings Plan or the Corporate Savings Plan for purposes of the Code and ERISA; (3) changing the plan investments from those currently available to those selected from time to time by the Pension Plan Investment Committee of the plans; (4) allowing participants to divest and reinvest account balances in Hess Corporation common stock beginning October 2, 2006, (5) implementing administrative changes with respect to plan governance matters including authorizing the CEO to appoint the Employee Benefit Plans Committee, the plan' s administrative fiduciary, and the Pension Plan Investment Committee, the plan' s investment fiduciary, and clarifying the authority and responsibilities these committees, providing indemnification of fiduciaries, and other changes; and (6) making certain other minor and clarifying changes including changes taking into account the Economic Growth and Tax Relief Reconciliation Act of 2001, the Pension Protection Act of 2006; and WHEREAS, the amendments described in the preceding paragraph have been determined to have an annual financial impact on the Hess Corporation of $500,000 or less; NOW, THEREFORE, by this Action by the SVP HR, the Corporate Savings Plan and the Retail Savings Plan are hereby merged, amended and restated effective October 1, 2006, substantially in the form attached hereto.


IN WITNESS WHEREOF, the undersigned SVP HR, in accordance with the authority granted to him pursuant to Section 12.1B of the Corporate Savings Plan and the Retail Savings Plan, hereby adopts the foregoing amendments on this 27 day of September 2006.Senior Vice President, Human Resources
Hess Corporation By: /s/ Brian J. Bohling (Signature) Brian J. Bohling (Name - type or print)


HESS CORPORATION
EMPLOYEES' SAVINGS PLAN Amended and Restated as of October 1, 2006

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WHEREAS, the HESS CORPORATION as Principal Company established the AMERADA HESS CORPORATION EMPLOYEES' SAVINGS AND STOCK BONUS PLAN (the " Plan" ) effective February 1, 1972; and WHEREAS, Section 12.1 of the Plan provides for the amendment thereof by the Principal Company; and WHEREAS, the Plan has been amended from time to time in accordance with Section 12.1; WHEREAS, the Employee Benefit Plans Committee of the Principal Company has authorized the restatement of the Plan to incorporate all prior amendments; WHEREAS, the Hess Corporation established the Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees effective January 1, 1998; and WHEREAS, the Principal Company has also amended the Plan to change the Plan name, to merge the Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees into this Plan, to make certain other amendments and to restate the Plan; NOW, THEREFORE, the Principal Company does hereby amend and restate the HESS CORPORATION EMPLOYEES' SAVINGS PLAN, effective October 1, 2006, as set forth herein. The terms of this Plan applicable to a Member shall be the terms of this Plan as in existence on the date such Member terminated employment with a Participating Company, except as expressly amended retroactively by any amendment or restatement.


TABLE OF CONTENTS ARTICLE TITLE PAGE 1 Definitions 1 2 Eligibility and Membership 15 3 Member Contributions 21 4 Company Contributions 22 5 Investment of Contributions 26 6 Members' Investment Directions 29 7 Vesting of Company Contributions 31 8 In-Service Withdrawals and Loans 32 9 Termination of Employment and Termination of Membership 38 10 Forfeitures 41 11 Administration of the Plan 43 12 Amendment of the Plan 52 13 Termination of Participation by a Company and Termination of the Plan 53 14 Adoption of the Plan by Participating Companies 56 15 Plan Investments 57 16 General Provisions Governing Payment of Benefits 60 17 Miscellaneous Provisions 68 18 Top-Heavy Provisions 71 19 Cash or Deferred Arrangement 76 20 Rollover Amounts from Other Plans 80 21 Pick Kwik Plan Accounts 81 22 Coordination With Retail Operations Plan 87 23 Coordination With HOVENSA Plan 89 24 Merit Plan Accounts 91 25 Triton Plan Accounts 96 26 Minimum Distribution Requirements 98 27 Amendment of the Plan for EGTRRA 103


ARTICLE 1
DEFINITIONS When used in this instrument, the following words and phrases shall have the meanings hereinafter stated unless a different meaning is plainly required by the context: 1.1 Acquired Employee : " Acquired Employee" shall mean a Member who is a former employee of Phillips Petroleum Company or of any of its subsidiaries and who became an Employee of the Principal Company on July 1, 1988, pursuant to an agreement dated as of April 1, 1988 between the Principal Company and Phillips 66 Natural Gas Company relating to the sale of such company' s 50% interest in the Tioga Gas Gathering System and Tioga Plant to the Principal Company and an agreement dated as of April 1,1988 between the Principal Company and Phillips Investment Company relating to the sale by such company of 50% of the outstanding capital stock of Solar Gas, Inc. to the Principal Company. 1.2 Acquired Merit Employee : " Acquired Merit Employee" shall mean a Member who is a former employee of Merit Oil Corporation, who became an Employee of a Company in connection with the merger of the Meadville Corporation into the Principal Company in accordance with the terms of an agreement between said companies executed in 2000, and who was an Employee on January 1, 2001. 1.3 Acquired Pick Kwik Employee : " Acquired Pick Kwik Employee" shall mean a Member who is a former employee of Pick Kwik Corporation, who became an Employee of a Company in connection with the acquisition of that corporation by the Principal Company from Pick Kwik Holdings Incorporated in accordance with the terms of an agreement between said companies executed in 1997, and who either was a Member of the Plan on December 31, 1997, or was an Employee on January 1,1998. 1.4 Acquired Transco Employee : " Acquired Transco Employee" shall mean a Member who is a former employee of Transco Energy Company or of any of its subsidiaries and who became an Employee of the Principal Company in connection with the acquisition by the Principal Company from TXP Operating Company, a Texas Limited Partnership, of certain oil and gas producing and developing properties located in the Gulf of Mexico offshore Louisiana and Texas and related shore based facilities in accordance with the terms of an agreement between said companies executed in 1989. 1.5 Acquired Triton Employee : " Acquired Triton Employee" shall mean a Member who is a former employee of Triton Energy Limited (or an affiliate), who became an Employee of a Company in connection with the acquisition of that corporation by the Principal Company and who was an Employee on January 1, 2003. 1.6 Administrator : " Administrator" of the Plan shall mean the Committee.


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1.7 Affiliated Company : " Affiliated Company" shall mean the Principal Company and any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Principal Company; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Principal Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Principal Company; and any other entity required to be aggregated with the Principal Company pursuant to regulations under Section 414(o) of the Code. 1.8 Associated Company : " Associated Company" shall mean OASIS OIL COMPANY OF LIBYA, INC., and any other corporation affiliated with a Company which is designated by the Committee as an " Associated Company." 1.9 Beneficiary : " Beneficiary" shall mean a person or persons designated in writing as such by a Member on a form prescribed by and filed with the Committee. A designation of a Beneficiary other than a Member' s Spouse shall not be effective unless (i) the Spouse of the Member consents in writing to such designation and the Spouse' s consent acknowledges the effect of such designation and is witnessed by the Committee or a notary public, or (ii) it is established to the satisfaction of the Committee that the consent required by clause (i) may not be obtained because there is no Spouse, because the Spouse cannot be located, or because of such other circumstances as may be prescribed by regulations. The consent specified shall be effective only with respect to such Spouse. If a Member shall fail to designate a Beneficiary, if the designation is ineffective due to lack of spousal consent or if no designated Beneficiary shall be living when a payment to a Beneficiary is required to be made, the payment shall be made to the person or persons in the first of the following classes of successive preference beneficiaries then living: The Member' s: (1) Surviving Spouse,(2) Children, equally,(3) Parents, equally,(4)Brothers and sisters, equally. If none of the above-described persons shall then be living, the payment shall be made to the Member' s estate. For the purposes of this Section, the term surviving Spouse shall mean the individual to whom the Member was legally married on the date of the Member' s death, or a former spouse described in Section 1.51.

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1.10 Board of Directors : " Board of Directors" shall mean the Board of Directors of the Principal Company. 1.11 Break in Service : " Break in Service" shall mean the applicable 12-consecutive-month period which is used to determine Service, commencing on or after January 1, 1976, during which a Member shall not have completed more than 500 hours of Service. An unpaid leave of absence that qualifies under the Family and Medical Leave Act of 1993 and the regulations thereunder, shall not be deemed to be a Break in Service, but no credit for service shall be given for such leave of absence for any of the other purposes of the Plan. The period of military service of a Member who is reemployed by a Company in accordance with the Uniformed Services Employment and Reemployment Rights Act of 1994 and the regulations thereunder, shall not be deemed to be a Break in Service. Notwithstanding the foregoing, for Breaks in Service beginning prior to October 1, 2006, a Break in Service for a Member who was a member of the Retail Operations Plan on the date such Break in Service commenced shall be determined in accordance with the terms of the Retail Operations Plan as in existence on the date such Break in Service began. 1.12 Business Day : " Business Day" shall mean a day when the New York Stock Exchange is open for business. 1.13 Code : " Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.14 Committee : " Committee" shall mean the Hess Corporation Employee Benefit Plans Committee, as appointed by the CEO of the Principal Company. 1.15 Company : " Company" shall mean the Hess Corporation (prior to May 3, 2006, known as the Amerada Hess Corporation), any Participating Company, any Prior Company, and any Successor Company. 1.16 Compensation : " Compensation" shall mean the actual salary or wages received by a Member from a Company for personal services, determined as follows: A. Compensation shall include: 1. Overtime. 2. Bonuses, except those granted on an ad hoc basis. 3. Incentive compensation, except amounts based on commodity trading activities. 4. Commissions. 5. Holidays (other than those falling during periods in which the Member is receiving no other Compensation).

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6. Vacation (including vacation allowance on termination or retirement). 7. Bereavement pay. 8. Jury duty and witness pay. 9. Salary or wages and sick and injury benefits received in any period during which a Member shall be entitled to full-pay sick and injury benefits, including amounts offset by payments such as Workers' Compensation benefits or accident and sickness benefits. 10. Allowance for Military Reserve training (limited to two calendar weeks a year) and full-pay benefits for Military Leave of Absence while on active service. 11. Premium pay for overseas service under letter agreements effective before July 1, 1998. B. Compensation shall not include: 1. Contributions to any employee benefit deferred compensation plan, including awards made under plans such as the Hess Corporation Executive Long-Term Incentive Compensation and Stock Ownership Plan and the Amerada Hess Corporation 1995 Long-term Incentive Plan or their successors. 2. Housing allowances. 3. Moving expenses. 4. Educational assistance benefits. 5. Severance pay. 6. Payments of premiums for life insurance or medical insurance. 7. Meal allowance. 8. Premium pay for overseas service under letter agreements effective on or after July 1,1998. C. Any other additional payments shall be determined to be includible or excludible by the Committee on a basis uniformly and consistently applied to all Employees. In the case of the simultaneous employment of a Member by more than one Company, the total Compensation received by such Member from all Companies shall be deemed his Compensation for purposes of the Plan. Actual salary or wages received by a Member from a Company for personal services shall be deemed to include any amounts contributed to this Plan as Elective Deferrals and any amounts contributed to a cafeteria plan by a Company pursuant to a salary or wage reduction election made by a Member. For this purpose, a cafeteria plan shall mean a plan described in Section 125 of the Code. D. In addition to other applicable limitations which may be set forth in the Plan and notwithstanding any other contrary provision of the Plan, Compensation taken into account under the

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Plan shall not exceed $200,000, adjusted for changes in the cost of living as provided in Section 415(d) of the Code, for the purpose of calculating a Plan Member' s accrued benefit (including the right to any optional benefit provided under the Plan) for any Plan Year commencing after December 31,1988, and ending prior to January 1, 1994. However, the accrued benefit determined in accordance with this provision shall not be less than the accrued benefit determined on December 31, 1988 without regard to this provision. E. In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, for Plan Years beginning on or after January 1, 1994, the annual Compensation of each Employee taken into account under the Plan shall not exceed the OBRA ' 93 annual compensation limit. The OBRA ' 93 annual compensation limit is $150,000, as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA ' 93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For the purposes of this Paragraph E, compensation paid by HOVENSA shall be deemed to have been paid by a Company. For plan years beginning on or after January 1, 1994, any reference in this Plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA ' 93 annual compensation limit set forth in this provision. If Compensation for any prior determination period is taken into account in determining an employee' s benefits accruing in the current plan year, the Compensation for that prior determination period is subject to the OBRA ' 93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA ' 93 annual compensation limit is $150,000. F. Compensation, when spelled without an initial capital throughout the Plan, shall mean the participant' s compensation from a Company within the meaning of Code Section 415(c)(3). G. For limitation years beginning on and after January 1, 2001, for purposes of applying the limitations described in Sections 1.19, 1.21, 1.26, 4.4 B, 4.5 B, 18.2 A 1, 18.2 C 2, 18.3 B, 18.4 and 19.5 of the Plan, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of section 132(f)(4). This Section G shall also apply to the definition of Compensation for purposes of Section 1.16 of the Plan for Plan Years beginning on and after January 1, 2001.

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1.17 Deemed 125 Compensation : " Deemed 125 Compensation" shall mean, in accordance with Internal Revenue Service Revenue Ruling 2002-27, 2002-20 I.R.B. 925, any amounts not available to an Employee in cash in lieu of group health coverage because an Employee is unable to certify that he or she has other health coverage. An amount shall be treated as Deemed 125 Compensation only if a Company does not request or collect information regarding the Employee' s other health coverage as part of the enrollment process for the health plan. For limitation years beginning on and after January 1, 1998, for purposes of applying the limitations described in Sections 1.16, 1.19, 1.21, 1.26, 4.4B, 4.5B, 18.2 A 1, 18.2 C 1, 18.3 B, 18.4 and 19.3 of the Plan, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of constituting Deemed 125 Compensation. 1.18 Effective Date : " Effective Date" of the Plan shall mean February 1, 1972. 1.19 Elective Deferrals : " Elective Deferrals" shall mean any Company contributions made to the Plan at the election of the Member, in lieu of cash compensation, and shall include contributions made pursuant to a salary reduction agreement or other deferral mechanism. With respect to any taxable year, a Member' s Elective Deferral is the sum of all employer contributions made on behalf of such Member pursuant to an election to defer under any qualified cash or deferred arrangement (" CODA" ) as described in Section 401 (k) of the Code, any simplified employee pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any eligible deferred compensation plan under Section 457 of the Code, any plan as described under Section 501(c)(18) of the Code, and any employer contributions made on behalf of a Member for the purchase of any annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement. Elective Deferrals shall not include any deferrals properly distributed as excess annual additions. A Member shall at all times be fully vested in his Elective Deferrals. 1.20 Eligible Member : " Eligible Member" shall mean any Employee who is eligible to make an Elective Deferral or to receive a Matching Contribution. If an Elective Deferral is required as a condition of participation in the Plan, any Employee who would be a Member of the Plan if such Employee made such a deferral shall be treated as an Eligible Member on behalf of whom no Elective Deferrals are made. 1.21 Employee : " Employee" shall mean any person who is employed by a Company (other than AMERADA HESS CANADA LTD., prior to the date of the sale of that Company by the Principal Company on April 29, 1996), provided that (1) for periods prior to October 1, 2006, " Employee" shall not include any person who is employed in a Company-operated gasoline station or convenience store

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other than as a manager and (2) " Employee" shall not include any person who is a participant in any other funded employee pension benefit plan to which a Company makes or is obligated to make contributions on his behalf for the accrual of current benefits (other than contributions under the HESS CORPORATION EMPLOYEES' PENSION PLAN and under Social Security or any other governmental pension plan). The term " Employee" shall also include any leased employee deemed to be an employee of any Company as provided in Sections 414(n) or (o) of the Code. The term " leased employee" means any person (other than an Employee of the Company) who pursuant to an agreement between the Company and any other person (leasing organization) has performed services for the Company (or for the Company and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year, and such services are performed under primary direction or control by the Company. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the Company shall be treated as provided by the Company. A leased employee shall not be considered an employee of the Company if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludible from the employee' s gross income under Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting, and (ii) leased employees do not constitute more than 20 percent of the Company' s nonhighly compensated workforce. The term " Employee" shall not include a self-employed individual or independent contractor. The determination of the status of an individual as self-employed or as an independent contractor made in good faith by a Company shall not be subject to retroactive change for the purposes of the Plan if it subsequently is determined by the Internal Revenue Service, another federal agency, a state agency, or as the result of legal action that such individual should have been classified as an employee of a Company. 1.22 Employee Contribution : " Employee Contribution" shall mean any contribution made to the Plan by or on behalf of a Member that is included in the Member' s gross income in the year in which made and that is maintained under a separate account to which earnings and losses are allocated. No Employee Contribution shall be made to the Plan after December 31, 2001. 1.23 ERISA : " ERISA" shall mean the Employee Retirement Income Security Act of 1974 and any amendments thereto.

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1.24 Excess Elective Deferrals : " Excess Elective Deferrals" shall mean those Elective Deferrals that are includible in a Member' s gross income under Section 402(g) of the Code to the extent such Member' s Elective Deferrals for a taxable year exceed the dollar limitation under such Code Section. Excess Elective Deferrals shall be treated as annual additions under the Plan unless such amounts are distributed no later than the first April 15 following the close of the Member' s taxable year. Determination of income or loss: Excess Elective Deferrals shall be adjusted for any income or loss. The income or loss allocable to Excess Elective Deferrals is the income or loss allocable to the Member' s Elective Deferral account for the taxable year multiplied by a fraction, the numerator of which is such Member' s Excess Elective Deferrals for the year and the denominator is the Member' s account balance attributable to Elective Deferrals without regard to any income or loss occurring during such taxable year. 1.25 Fund : " Fund" shall mean one of the separate investment accounts provided for in Section 5.1. 1.26 Highly Compensated Employee : " Highly Compensated Employee" shall mean a highly compensated active Employee and highly compensated former Employee. A highly compensated active Employee includes any Employee who performs service for the Company during the determination year and who: (i) was a 5-percent owner at any time during the year or the preceding year, or (ii) for the preceding year (A) received compensation from the Company in excess of $80,000 (as adjusted pursuant to Section 415(d) of the Code, except that the base period shall be the calendar quarter ending September 30, 1996); and (B) if the Company elects the application of this clause for such preceding year, was in the top-paid group of employees for such preceding year. For this purpose, the determination year shall be the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee' s 55th birthday. The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of Employees in the top-paid group and the compensation that is considered, will be made in accordance with Section 414(q) of the Code and the regulations thereunder. To the extent permitted under regulations, the Committee may elect to determine the status of Highly Compensated Employees on a current calendar year basis. For the purposes of this Section 1.26, compensation paid by HOVENSA shall be deemed to have been paid by a Company.

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1.27 HOVENSA : " HOVENSA" shall mean HOVENSA L.L.C., and any other business organization with employees eligible for participation in the HOVENSA Plan. 1.28 HOVENSA Plan : " HOVENSA Plan" shall mean the HOVENSA EMPLOYEES' SAVINGS PLAN. 1.29 Individual Retirement Plan : " Individual Retirement Plan" shall mean an individual retirement account (IRA) described in Section 408(a) of the Code or an individual retirement annuity (other than an endowment contract) described in Section 408(b) of the Code. 1.30 Investment Direction : " Investment Direction" shall mean a direction of a Member on a form or in a manner prescribed by the Committee, specifying the Fund or Funds and the percentages of his contributions to be invested in each, and changes to be made as to contributions previously invested. With respect to changes in amounts previously invested, an Investment Direction may be made either in terms of percentages of the total or in dollar amounts, at the option of the Member, subject to a minimum change of $1.00 ($250 for Investment Directions prior to October 1, 2006) with respect to investments in certain Funds specified by the Investment Committee. The Committee shall cause confirmation to be provided to the Member of the receipt of such Investment Direction within a reasonable time thereafter. The Committee shall be obligated to comply with such Investment Direction except as otherwise provided in Paragraphs (b)(2)(ii)(B) and (d)(2)(ii) of Labor Department Regulations Section 2550.404c-1. 1.31 Layoff : " Layoff" shall mean a Company requested termination of employment: (a) in the case of an Employee who has contractual recall rights for the period covered by such rights; and (b) in the case of any other Employee for a period not to exceed 12 months. 1. ...